GRACE Evaluation Subscription Agreement
Last updated: April 16, 2026
This GRACE Evaluation Subscription Agreement (the “Agreement”) governs Customer’s self-service evaluation access to the GRACE Service provided by I AM GRACE INC., a California corporation with its principal place of business at 2121 Avenue of the Stars, Suite 800, Century City, CA 90067 (“GRACE”). By clicking “I agree” during account registration, or by otherwise accessing or using the Service, Customer agrees to be bound by this Agreement. Paid production use of the Service requires a separately executed Order Schedule and, where the Service will be used with Protected Health Information, a separately executed Business Associate Agreement (see Section 4). This is a clickwrap agreement. Acceptance is recorded with a timestamp, version identifier, IP address, and user-agent. To bind the hospital, the individual clicking “I agree” must be authorized to contract on the hospital’s behalf.
1. Definitions
“Application” means one or more GRACE software applications used in connection with the Service during the Evaluation Term. “Confidential Information” means this Agreement and any software, documentation, data, benchmarks, login credentials, trade secrets, or other information disclosed by one party to the other that is marked or reasonably identifiable as confidential. “Customer” means the hospital, clinic, health system, educational institution, or other organization on whose behalf an authorized individual accepts this Agreement. “Customer Data” means any data relating to Customer or any individual provided or submitted by Customer to the Service. “Documentation” means the installation instructions and user manuals GRACE makes available for the Service. “Evaluation Term” means the period during which Customer is permitted to access the Service for evaluation purposes under Section 2, commencing on the date this Agreement is first accepted and continuing until terminated pursuant to Section 11. “GRACE Technology” means all of GRACE’s proprietary technology, software, hardware, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible material made available to Customer in connection with the Service, including any enhancements, improvements, modifications, and derivative works thereto. “Order Schedule” means a written form, signed by both parties, specifying the paid-tier service components, applicable fees, billing period, and other commercial terms. “Service” means the specific version of GRACE’s server-based software-as-a-service offering made available at https://www.iamgrace.baby or another designated website, including GRACE Technology and any updates or enhancements GRACE elects to make. “Service Administrator” means those Users designated by Customer who are authorized to administer Customer’s use of the Service and, where applicable, to execute Order Schedules. “User” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by GRACE at Customer’s request).
2. Evaluation access; use restrictions
2.1 Right to evaluate. Subject to the terms and conditions of this Agreement, GRACE hereby grants Customer a non-exclusive, non-sublicensable, non-transferable right to access and use the Service and Applications during the Evaluation Term, solely for Customer’s internal, non-production evaluation purposes. All rights not expressly granted are reserved by GRACE. Except for the rights expressly granted in this Agreement, Customer receives no other rights or licenses to the Service, Applications, or GRACE Technology, whether by implication, estoppel, or otherwise. 2.2 Paid production use. Production or clinical use of the Service, and any use beyond internal evaluation, requires a separately executed Order Schedule describing the paid tier, fees, and any service-level commitments. Until an Order Schedule is executed, Customer may not rely on the Service to make, support, or document patient-care decisions, and Customer acknowledges that evaluation-tier service levels, uptime commitments, and retention obligations are limited as described in Sections 11 and 13. 2.3 Use restrictions. Customer will not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service, Applications, or GRACE Technology; (ii) create Internet “links” to the Service or “frame” or “mirror” any content provided in connection therewith on any other server; or (iii) reverse engineer or access the Service, Applications, or GRACE Technology in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, Applications, or GRACE Technology, or (c) copy any ideas, features, functions, or graphics of the Service, Applications, or GRACE Technology. Customer shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful code; (iv) interfere with or disrupt the integrity or performance of the Service, Applications, or GRACE Technology or the data contained therein; or (v) attempt to gain unauthorized access to the Service, Applications, or GRACE Technology or their related systems or networks. Customer will not provide, disclose, divulge, or make available the Service to persons other than its employees, contractors, and agents who are under a legally binding obligation of confidentiality no less protective than this Agreement.
3. Customer responsibilities
3.1 Authorized agent. The individual accepting this Agreement represents and warrants that they are an authorized agent of Customer with authority to bind Customer to the terms set forth herein. Customer further represents and warrants that each User is an authorized agent of Customer for purposes of this Agreement. 3.2 Account responsibility. Customer is responsible for procuring, installing, and maintaining the hardware and networking configuration required to access the Service. Customer is responsible for all activity occurring under Customer’s User accounts and shall abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with Customer’s use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data. 3.3 User IDs. Customer will be responsible and liable for any and all access to and use of the Service by any User or any other person logging in under a User ID registered under Customer’s account. Customer will be responsible for maintaining the confidentiality of access information (including each User ID and password). Customer shall: (i) notify GRACE immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to GRACE immediately and use reasonable efforts to stop any copying or distribution of GRACE Technology that is known or suspected; and (iii) not impersonate another GRACE user or provide false identity information to gain access to or use the Service.
4. No PHI by default; Business Associate Agreement for PHI use
4.1 No PHI during evaluation. Customer acknowledges and agrees that the Service is made available on an evaluation basis without a Business Associate Agreement (“BAA”) under the Health Insurance Portability and Accountability Act (“HIPAA”). Customer shall not submit, upload, store, or otherwise transmit any Protected Health Information (as defined under HIPAA) to the Service unless and until a BAA has been separately executed between Customer and GRACE. Customer agrees to use only synthetic, de-identified, or otherwise non-PHI data during the Evaluation Term. 4.2 Companion BAA. Upon written request, GRACE will provide a separately executed BAA for hospitals intending to use the Service with Protected Health Information in connection with a paid Order Schedule. The BAA shall govern any processing of Protected Health Information and shall prevail over this Agreement with respect to such processing. 4.3 Customer Data generally. GRACE does not own any Customer Data. Customer, not GRACE, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual-property ownership or right to use of all Customer Data. GRACE shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data. GRACE reserves the right to withhold, remove, or discard Customer Data without notice for any breach of this Agreement, including non-compliance with the no-PHI restriction in Section 4.1. Upon termination of this Agreement for any reason other than Customer’s breach, GRACE will make available to Customer a file of the Customer Data within thirty (30) days following termination if Customer so requests at the time of termination.
5. Intellectual property ownership
GRACE alone (and its licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Service, the GRACE Technology, and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any other party relating to the Service. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service, the GRACE Technology, or the intellectual property rights owned by GRACE. The GRACE name, the GRACE logo, and the product names associated with the Service and Applications are trademarks of GRACE or third parties, and no right or license is granted to use them except as expressly set forth in a signed Order Schedule.
6. Third-party interactions
During use of the Service, Customer may interact with third-party services, EHR systems, and other providers. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between Customer and the applicable third party. GRACE and its licensors shall have no liability, obligation, or responsibility for any such correspondence, purchase, or promotion between Customer and any such third party. GRACE does not endorse any sites on the Internet that are linked through the Service.
7. No fees during evaluation
No fees are charged for access to the Service during the Evaluation Term. GRACE reserves the right to modify, suspend, or discontinue evaluation access at any time and for any reason. Paid use of the Service will be governed by the applicable Order Schedule, which will specify fees, billing frequency, and payment terms. Added Applications will be subject to then-current, generally applicable fees. All paid-tier amounts shall be due and payable in U.S. dollars.
8. Internet delays
The Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. GRACE is not responsible for any delays, delivery failures, or other damage resulting from such problems.
9. Representations and warranties
9.1 Mutual authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Customer represents and warrants that it owns any and all Customer Data sent to or stored via the Service and that such Customer Data does not and will not, in any way, violate the terms or conditions of this Agreement, applicable law, or any privacy rights. 9.2 Evaluation “as-is”; no warranties. EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATELY EXECUTED ORDER SCHEDULE, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” DURING THE EVALUATION TERM. GRACE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. GRACE DOES NOT WARRANT UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION OF THE SERVICE DURING THE EVALUATION TERM. 9.3 Not medical advice. The Service is operational and educational decision support for healthcare organizations. It does not diagnose, treat, or replace the independent judgment of licensed clinicians and leaders. Customer is solely responsible for clinical and staffing decisions made in connection with the Service.
10. Indemnification
10.1 By Customer. Customer shall indemnify and hold GRACE, its licensors, and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all third-party claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that Customer’s use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim that, if true, would constitute a violation by Customer of Customer’s representations and warranties hereunder; (iii) a claim arising from the breach by Customer or Customer’s Users of this Agreement; or (iv) a claim arising from submission of Protected Health Information to the Service without a BAA in effect. 10.2 By GRACE. GRACE shall indemnify and hold Customer harmless from and against any and all third-party claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the date this Agreement is accepted, or a trademark of a third party, subject to GRACE’s receipt of prompt written notice and sole control of the defense and settlement of any such claim. GRACE shall have no indemnification obligation, and Customer shall indemnify GRACE, for claims arising from the combination of the Service with any of Customer’s products, services, hardware, or business processes, or from the modification of the Service or any GRACE Technology.
11. Term and termination
11.1 Evaluation Term. The Evaluation Term begins on the date this Agreement is first accepted and continues on a rolling basis until terminated as set forth below. 11.2 Termination for convenience. Either party may terminate this Agreement at any time and for any reason by providing written notice to the other party or, in GRACE’s case, by providing notice through the Service. Customer may terminate by closing the hospital account or ceasing use of the Service. 11.3 Termination for cause. GRACE, in its sole discretion, may terminate Customer’s password, account, or use of the Service if Customer materially breaches or otherwise fails to comply with this Agreement. GRACE has no obligation to retain Customer Data following termination for cause and may delete such Customer Data without notice. 11.4 Effect of termination; survival. Upon expiration or early termination of this Agreement for any reason, all access rights granted under this Agreement and GRACE’s obligation to provide the Service will terminate immediately. Sections 1 (“Definitions”), 2.3 (“Use Restrictions”), 3 (“Customer Responsibilities”), 4 (“No PHI by Default; Business Associate Agreement for PHI Use”), 5 (“Intellectual Property Ownership”), 9 (“Representations and Warranties”), 10 (“Indemnification”), 12 (“Limitation of Liability”), 13 (“Confidentiality”), and 14 (“General”) will survive the expiration or early termination of this Agreement for any reason.
12. Limitation of liability
EXCEPT IN THE CASE OF A BREACH OF SECTION 2 (“EVALUATION ACCESS; USE RESTRICTIONS”), SECTION 3 (“CUSTOMER RESPONSIBILITIES”), OR SECTION 13 (“CONFIDENTIALITY”), AND EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (“INDEMNIFICATION”) (COLLECTIVELY, THE “EXCLUDED CLAIMS”), IN NO EVENT SHALL GRACE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100), REFLECTING THE EVALUATION, NO-FEE NATURE OF THE SERVICE. EXCEPT FOR THE EXCLUDED CLAIMS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Confidentiality
Each party acknowledges that the Confidential Information consists of valuable trade secrets and agrees that it will use the Confidential Information of the other party solely to perform its respective obligations under this Agreement and will not disclose it, directly or indirectly, to any third party without the other party’s prior written consent. Either party may disclose this Agreement, in whole or in part: (i) to its employees, officers, directors, and subcontractors who have a need to know and who are bound in writing to keep such information confidential; (ii) as required by law, regulation, or rules of applicable government or stock-exchange authorities; and (iii) to financial institutions, professional advisors, and substantial potential investors under customary confidentiality obligations. The obligations of this Section do not apply to information that: (i) is or becomes public through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) was rightfully disclosed to the receiving party by a third party with the legal authority to do so; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
14. General
14.1 Governing law; venue. This Agreement shall be governed by the laws of the State of California, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and each party irrevocably submits to the personal jurisdiction and venue of, and agrees to service of process issued or authorized by, any such court. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. 14.2 Export control. The Service may be subject to United States export controls. Customer represents and warrants that neither Customer nor any User is located in, under the control of, or a national or resident of any country subject to a U.S. embargo, nor on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders. Customer agrees to comply strictly with all U.S. export laws. 14.3 Notice. GRACE may give notice by means of a general notice on the Service, electronic mail to Customer’s address on record in GRACE’s account information, or by written communication. Customer may give notice to GRACE through the contact channels published on https://www.iamgrace.baby. 14.4 Assignment. This Agreement may not be assigned by Customer without the prior written approval of GRACE but may be assigned without Customer’s consent by GRACE to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 14.5 Updates. GRACE may update this Agreement from time to time. When the substantive terms change, GRACE will publish a new version at https://www.iamgrace.baby/saas-agreement with an updated version identifier, and hospital administrators will be required to re-accept the updated Agreement before continuing to access the Service. Continued use of the Service after such notice constitutes acceptance of the updated Agreement. 14.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. 14.7 No preprinted terms. No text or information set forth on any purchase order, preprinted form, or document (other than an Order Schedule) shall add to or vary the terms and conditions of this Agreement, and all such text and information is hereby rejected. 14.8 Independent contractors. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between Customer and GRACE. 14.9 U.S. government end users. If Customer is a branch, agency, or instrumentality of the United States Government, the GRACE Technology and Documentation are comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the Government consistent with that policy. 14.10 Waiver. The failure of GRACE to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by GRACE in writing. No modification of or amendment to this Agreement will be effective unless in writing and, in the case of a signed Order Schedule, signed by both parties. 14.11 Entire agreement. This Agreement, together with any Order Schedule and any separately executed Business Associate Agreement, comprises the entire agreement between Customer and GRACE and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Acceptance
By clicking “I agree” during account registration, Customer acknowledges that Customer has read, understands, and agrees to be bound by this Agreement as of the acceptance timestamp recorded by GRACE. Customer further acknowledges that Customer has authority to bind the hospital named during registration and that Customer will not submit Protected Health Information to the Service until a Business Associate Agreement has been separately executed.