Terms & Conditions

Acceptance of Terms

These Terms & Conditions ("Terms") govern your access to and use of the Active SOS platform, including the Active SOS mobile application (available on iOS and Android), the Connect provider portal (accessible at activesos-portal.netlify.app / provider.activesos.com), and all related websites, APIs, and services (collectively, the "Service"), operated by Calm Water Trading, LLC dba Active SOS ("Company," "we," "us," or "our").

By downloading the app, registering an account, accessing the Service, or clicking "I Agree," you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must immediately discontinue use of the Service.

In these Terms, "you" refers to you as an individual and to any entity on whose behalf you are acting. If you are enrolling a medical practice in the platform, you represent that you have authority to bind that practice to these Terms.

Definitions

The following terms have specific meanings throughout this Agreement:

License & Access

Subject to your compliance with these Terms, the Company grants you a revocable, non-exclusive, non-transferable, limited license to access and use the Service solely for its intended purpose — personal safety communications (Consumer App) or the management of enrolled patients and receipt of patient-submitted health alerts (Connect portal).

This license does not include the right to sublicense, resell, or make the Service available to any third party outside your registered practice. Your account credentials are personal and non-transferable. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

The Company reserves the right to modify, suspend, or discontinue any feature of the Service at any time with reasonable notice. We will notify active subscribers of material changes via email or in-app notice.

Restrictions

You agree not to, and will not permit others to:

• License, sell, rent, lease, assign, distribute, transmit, or host the Service or make it available to any third party outside your registered practice or household.
• Modify, create derivative works of, disassemble, decrypt, reverse compile, or reverse engineer any part of the Service.
• Remove, alter, or obscure any proprietary notice (including any copyright or trademark notice) of the Company or its affiliates or licensors.
• Use the Service to transmit unsolicited communications, spam, or marketing messages to any person.
• Use the Service in any manner that violates HIPAA, the TCPA, the CAN-SPAM Act, applicable state privacy laws, or any other applicable law or regulation.
• Attempt to gain unauthorized access to any portion of the Service or any system or network connected to the Service.
• Use automated tools, scripts, or bots to access, scrape, or interact with the Service without prior written consent from the Company.
• Use the Service as a substitute for 911 or emergency medical services.

Violation of any restriction may result in immediate suspension or termination of your account and may subject you to civil or criminal liability.

SMS Notifications — Twilio A2P Compliance

The Service includes an SMS notification program that delivers patient health alerts and platform notifications to Provider Users via text message. This program is operated through Twilio, Inc. as our Application-to-Person (A2P) messaging service provider. Use of the SMS program is subject to the following terms, which comply with Twilio's A2P 10DLC requirements, the Telephone Consumer Protection Act (TCPA), and CTIA Messaging Principles and Best Practices.

Program Description: Active SOS SMS messages notify enrolled Provider Users of patient-submitted health alerts, platform updates, and critical safety notifications related to their Active SOS account. This is a transactional and operational notification service — not a marketing program.

Supported Carriers: Participating U.S. carriers include AT&T, T-Mobile, Verizon, and other major carriers. Carrier delivery is not guaranteed. The Company and Twilio are not responsible for delayed or undelivered messages due to carrier issues.

No Sharing of Consent Data: Mobile phone numbers collected for SMS consent are used solely to deliver Active SOS service notifications. We do not sell, rent, or share mobile numbers or SMS consent records with third parties for marketing or any commercial purpose.

Patient SMS Consent: Patients who download the Active SOS Consumer App and submit health alerts separately consent within the App to have those alerts transmitted to their enrolled practice. Patient consent is governed by the in-app terms presented at onboarding and is not governed by this Provider SMS program.

Patient RPM SMS Program: Patients enrolled in an Active SOS Remote Patient Monitoring (RPM) program separately consent to receive automated SMS check-ins and alert-response confirmations, via paper consent collected at discharge or by texting the keyword START to their practice's Active SOS RPM number. Full opt-in details, consent language, and message samples for this program are published at activesos.com/start-consent.

TCPA Compliance: The Company maintains records of all opt-in and opt-out events as required by law. Our SMS program is registered under Twilio's A2P 10DLC campaign framework. All messages identify Active SOS as the sender.

HIPAA & Health Data

The Connect provider portal is designed for use by HIPAA-covered entities and may involve the transmission and storage of Protected Health Information. Where the Company acts as a Business Associate to a covered entity, the parties will enter into a Business Associate Agreement (BAA) governing the use and disclosure of PHI in compliance with 45 C.F.R. Parts 160 and 164.

The Company implements HIPAA-compliant technical safeguards including encryption in transit (TLS 1.2+) and at rest, role-based access controls, and audit logging. Patient health alert data transmitted through the platform is treated as sensitive health information at all times.

The Company does not use or disclose PHI for any purpose beyond providing the Service and will not sell, rent, or share PHI with third parties for marketing or any commercial purpose.

Provider Users and practice administrators are responsible for ensuring their use of the Service — including patient enrollment, collection of patient phone numbers, and use of alert data — complies with all applicable HIPAA requirements, including obtaining necessary patient authorizations and maintaining appropriate Notice of Privacy Practices.

Payment & Billing

If your practice subscribes to a paid Connect plan, you agree to pay all fees in accordance with the pricing and billing terms in effect at the time each charge is due. Subscription fees are billed on the schedule specified at enrollment (monthly or annually).

Consumer App purchases and in-app subscriptions are processed via the Apple App Store or Google Play in accordance with their respective terms and policies. Practice portal subscriptions are invoiced directly by the Company. Payment is due upon receipt of invoice unless otherwise agreed in writing.

You must provide accurate and current billing information. The Company reserves the right to suspend access for non-payment after reasonable notice. Any collection costs incurred to recover delinquent undisputed amounts shall be your responsibility.

The Company may modify pricing at any time with at least 30 days' prior written notice to active subscribers. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing.

Refunds & Cancellations

Consumer App purchases and in-app subscriptions are governed by the refund policies of the Apple App Store or Google Play, as applicable. The Company does not process refunds for Consumer App transactions directly.

For Connect portal subscriptions billed directly by the Company: you may cancel at any time by contacting support@activesos.com. Cancellations take effect at the end of the current billing period. The Company does not provide prorated refunds for partial billing periods except at its sole discretion.

If you believe you have been incorrectly charged, contact us within 30 days of the charge. We will review and resolve billing disputes in good faith.

Intellectual Property

The Service and all of its contents, features, and functionality — including software, code, text, images, audio, video, design, and trademarks — are owned by the Company, its licensors, or other content providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Nothing in these Terms transfers any intellectual property rights to you. You may not copy, modify, reproduce, distribute, or create derivative works from any portion of the Service without the Company's express prior written permission.

Your Feedback: Any feedback, suggestions, or ideas you provide regarding the Service are provided on a non-confidential basis and become the sole property of the Company, which may use such Feedback for any purpose without compensation or attribution.

Your Data: You retain ownership of patient data, practice data, and other content you input into the Service. You grant the Company a limited license to use that data solely to provide and improve the Service as described in our Privacy Policy.

Third-Party Services

The Service integrates with third-party service providers to deliver its features. These include:

• Twilio, Inc. — SMS and voice messaging infrastructure for the A2P notification program.
• Supabase — Cloud database, authentication, and real-time data infrastructure.
• Netlify — Web hosting and edge delivery for the Connect portal and marketing site.
• Apple App Store / Google Play — Consumer App distribution and in-app purchase processing.
• KonnectMD — Telehealth partnership integration for enrolled KonnectMD partner practices.

These third parties process certain data on behalf of the Company under data processing agreements. The Company is not responsible for the independent acts or omissions of its subprocessors beyond what is required by applicable law or the parties' BAA.

The Service may contain links to third-party websites. The Company is not responsible for the content, accuracy, or privacy practices of any third-party site. Your use of third-party services is at your own risk and subject to those parties' terms.

Cookies & Tracking

The Service uses cookies and similar technologies to maintain user sessions, remember preferences, and analyze usage patterns. Essential cookies are required for the platform to function (authentication, session management). Analytics cookies help us understand usage and improve the Service.

You may configure your browser to refuse cookies; however, certain features — including login and session persistence — may not function correctly without them. The Company does not store PHI in cookies and does not use cookies for cross-site behavioral advertising.

Privacy

Your use of the Service is also governed by the Active SOS Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the data practices described in the Privacy Policy.

The Service involves communication features including patient-to-provider alert forwarding, SMS notifications to enrolled providers, GPS location sharing (where enabled by the patient and/or user), and activity logging. You expressly authorize these features as part of your use of the Service.

The Company may disclose information to law enforcement, government agencies, or emergency responders where required by applicable law, court order, or to protect the immediate safety of individuals.

Emergency Limitations

Active SOS alerts are delivered on a best-effort basis over commercial internet and SMS networks. The Company cannot guarantee that alerts will be received in real time or at all. Network outages, carrier delays, device settings, and other factors outside the Company's control may affect delivery speed and reliability.

Provider Users are solely responsible for all clinical decisions made in response to patient alerts received through the Service. The Service does not provide medical advice, diagnosis, treatment recommendations, or clinical guidance of any kind.

Disclaimers & No Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

The Company makes no warranty that: (i) the Service will meet your requirements; (ii) the Service will be uninterrupted, timely, secure, or error-free; (iii) any errors will be corrected; or (iv) the Service or its servers are free of viruses or other harmful components.

Some jurisdictions do not allow exclusions of implied warranties, so some of the above exclusions may not apply to you in those jurisdictions.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION — ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so these limitations may not apply to you in full.

Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, and licensors from and against any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service;
• Your violation of these Terms or any applicable law or regulation;
• Your violation of any right of a third party, including any patient or other provider;
• Any PHI breach caused by your failure to comply with applicable HIPAA requirements; or
• Any claim arising from your clinical decisions made in response to alerts received through the Service.

Term & Termination

These Terms are effective from the date you first access the Service and continue until terminated by you or the Company.

The Company may suspend or terminate your account at any time, with or without notice, if: (a) you violate any provision of these Terms; (b) your account is associated with fraudulent or illegal activity; (c) required by applicable law; or (d) the Company discontinues the Service.

You may terminate your account at any time by contacting support@activesos.com or by deleting the App from your Device. Upon termination, your license to use the Service ceases immediately.

Provisions that by their nature survive termination — including Sections 9, 13, 14, 15, 16, 18, and 19 — shall survive termination of these Terms.

Arbitration & Dispute Resolution

Informal Resolution First: Before initiating any arbitration, you agree to first contact the Company at david.zink@activesos.com with a written description of the dispute and the relief you seek. The parties will attempt good-faith informal resolution for sixty (60) days from the date notice is sent.

Binding Arbitration: If informal resolution fails, any dispute arising out of or relating to these Terms or the Service — except claims for injunctive or equitable relief to protect intellectual property rights — shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will be conducted in Oklahoma City, Oklahoma, or via videoconference by mutual agreement. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver: YOU AND THE COMPANY EACH AGREE THAT CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding.

Exceptions: Either party may seek interim or preliminary injunctive relief from a court of competent jurisdiction to protect rights or property pending arbitration. Claims that by law cannot be subject to arbitration are excluded from this section.

Governing Law

These Terms and any disputes arising hereunder are governed by the laws of the State of Oklahoma and applicable federal laws of the United States, without regard to conflict of laws provisions. To the extent any dispute is brought in court rather than through arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Oklahoma County, Oklahoma.

Amendments

The Company reserves the right to modify these Terms at any time. For material changes, we will provide at least 30 days' prior notice via email to registered users or via a prominent notice within the Service. What constitutes a material change is determined at the Company's sole discretion.

Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of those changes. If you do not agree to revised Terms, you must stop using the Service and may cancel your account.

Miscellaneous

Entire Agreement: These Terms, together with the Privacy Policy and any BAA executed between the parties, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and representations.

Severability: If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions continue in full force.

Waiver: The Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right. A waiver of any breach does not constitute a waiver of any subsequent breach.

Assignment: You may not assign your rights or obligations under these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices: Notices to you will be sent to the email address on your account. Notices to the Company should be sent to support@activesos.com or by mail to 12520 Rockwood Avenue, Oklahoma City, OK 73170.

DMCA / Copyright Infringement: If you believe content on the Service infringes your copyright, contact us at support@activesos.com with: (a) your identification and signature; (b) identification of the copyrighted work; (c) identification of the infringing material; (d) your contact information; (e) a statement of good faith belief; and (f) a statement of accuracy under penalty of perjury.

Typographical Errors: The Company reserves the right to correct errors in pricing or service descriptions and to cancel any orders placed at an incorrect price, issuing a full refund where payment was already processed.

Force Majeure: The Company shall not be liable for any delay or failure in performance resulting from causes outside its reasonable control, including acts of God, natural disasters, telecommunications failures, or government actions.

Contact Us

Questions about these Terms? We respond personally — no bots, no runaround.

Related legal documents:

• Privacy Policy
• SMS Consent & Opt-In Policy
• Patient SMS Consent