Terms and Conditions
Last updated: April 16, 2026
These Terms and Conditions (“Terms”) are a binding legal agreement between you (“you” or “User”) and 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 (“I AM GRACE,” “GRACE,” “we,” “us,” or “our”). These Terms govern your access to and use of the GRACE marketing website located at https://www.iamgrace.baby and any related subdomains, pages, APIs, materials, or content we make available through the site (collectively, the “Site”). By accessing or using the Site, by clicking “I accept,” or by otherwise indicating your agreement, you represent that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not access or use the Site. If you are using the Site on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to both you and that organization.
1. About the Site and product information
The Site describes the GRACE labor-and-delivery surge operations platform and related materials. Information on the Site is provided for general informational and marketing purposes and does not, by itself, constitute a contract for software, services, or any clinical offering. Any commercial relationship for the GRACE product is governed by separate written agreements, including the GRACE Evaluation Subscription Agreement available at https://www.iamgrace.baby/saas-agreement, any Order Schedule executed by both parties, and, where Protected Health Information is in scope, a separately executed Business Associate Agreement.
2. Not medical advice; no reliance
Content on the Site is for general information only. GRACE is operational and educational decision support for healthcare organizations; it does not diagnose, treat, or replace the independent judgment of licensed clinicians, institutional protocols, or applicable law. Nothing on the Site creates a clinical, employer, or fiduciary relationship with you or any patient. You agree not to rely on the Site or its content in making medical, staffing, legal, or business decisions without independent professional advice.
3. Eligibility and account responsibility
You must be at least 18 years of age and legally capable of forming a binding contract to use the Site. Access to the GRACE product requires creation of a hospital account through a separate registration flow and acceptance of the Subscription Agreement. You are responsible for maintaining the confidentiality of any credentials associated with your use of the Site, for all activity occurring under such credentials, and for immediately notifying us of any unauthorized use or suspected security breach.
4. Ownership of intellectual property
4.1 Ownership. The Site and all content, features, and functionality made available through the Site — including all text, graphics, logos, icons, images, audio, video, data, code, software, designs, layouts, user interfaces, “look and feel,” selection and arrangement of content, product names, screenshots, mock-ups, dashboards, diagrams, illustrations, white papers, case studies, methodologies, scoring frameworks, acuity matrices, surge band definitions, staffing models, notification matrices, workflows, documentation, training materials, and compilations thereof (collectively, the “GRACE Content”) — are owned by I AM GRACE INC., its affiliates, or its licensors and are protected by United States and international copyright, trademark, trade dress, trade secret, patent, database, sui generis, moral rights, and other intellectual property and proprietary rights laws. Any rights not expressly granted in these Terms are reserved by I AM GRACE and its licensors. 4.2 No implied rights. Nothing in these Terms, and no access to the Site, grants you, whether by implication, estoppel, exhaustion, waiver, or otherwise, any license or other right in or to the GRACE Content or any I AM GRACE intellectual property other than the limited license expressly set forth in Section 7. 4.3 Proprietary notices. You may not remove, obscure, alter, or conceal any copyright, trademark, service-mark, patent, trade-secret, or other proprietary-rights notices displayed on or through the Site, and you must reproduce all such notices on any authorized copy or extract.
5. Trademarks
“I AM GRACE,” “GRACE,” “IAMGRACE,” “The L&D surge operations platform,” the GRACE logo, the GRACE dashboard “look,” and all related names, logos, product and service names, designs, and slogans are trademarks, service marks, or trade dress of I AM GRACE INC. or its affiliates, whether or not registered (collectively, the “GRACE Marks”). Goodwill in the GRACE Marks arising from use inures solely to our benefit. You may not use the GRACE Marks without our prior written permission. References to third-party marks (including without limitation AWHONN® and any hospital, EHR-vendor, or research-publication marks referenced on the Site) remain the property of their respective owners and are used for identification or nominative-fair-use purposes only; no sponsorship, endorsement, or affiliation is implied. Requests to use any GRACE Mark should be directed to us in writing at the address above.
6. Trade secrets and proprietary methodologies
You acknowledge that I AM GRACE’s surge-band definitions, weighted acuity matrices, scoring weights and thresholds, predictive and alerting algorithms, model prompts and parameters, staffing-adherence methodologies, notification-matrix design, dashboard taxonomies, product roadmaps, pricing (other than publicly posted pricing), performance benchmarks, customer lists, non-public integration specifications, and related know-how constitute valuable trade secrets of I AM GRACE under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.), the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.), and comparable laws (“Trade Secrets”). You shall not, directly or indirectly, acquire, disclose, or use any such Trade Secrets through improper means or in violation of these Terms, and you shall promptly notify us of any known or suspected unauthorized acquisition, disclosure, or use. The parties acknowledge the notice and immunity provisions of 18 U.S.C. § 1833(b).
7. Limited license to the Site
Subject to your continuing compliance with these Terms, I AM GRACE grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Site in a standard browser on a device you own or control, solely for your own lawful, non-commercial informational purposes or to evaluate whether to engage us for the GRACE product. This license does not include, and no other license is granted to, any right to (a) republish, redistribute, rent, lease, lend, sell, sublicense, or otherwise commercially exploit any GRACE Content; (b) copy, download, cache, or store any substantial portion of the Site except for a single local copy incidentally created by your browser for your personal viewing; (c) create any derivative work of, adapt, translate, or modify any GRACE Content; (d) display or make available the Site on any public network or digital-signage system; or (e) use the Site for any competitive benchmarking, testing, market analysis, or competitive product or service development (collectively, “Competitive Use”). All licenses not expressly granted here are reserved.
8. Prohibited uses
You agree that you will not, and will not permit, authorize, encourage, or enable any third party to: (a) copy, reproduce, distribute, publicly display, publicly perform, communicate to the public, transmit, upload, post, stream, broadcast, or otherwise exploit any GRACE Content in whole or in material part, except to the limited extent expressly permitted by Section 7; (b) modify, translate, adapt, arrange, or prepare derivative works of any GRACE Content, or merge any GRACE Content into any other work; (c) reverse engineer, decompile, disassemble, decrypt, extract, or otherwise attempt to derive the source code, object code, underlying ideas, algorithms, model weights, training data, structure, or non-literal elements of any software or service made available through the Site, except to the limited extent that applicable law (notwithstanding this limitation) expressly permits, and then only after providing us prior written notice and a reasonable opportunity to provide interoperability information; (d) crawl, scrape, harvest, index, mirror, frame, embed, hotlink, deep-link in a manner that misrepresents origin or sponsorship, cache, aggregate, or use any robot, spider, bot, rpa, headless browser, or other automated means to access, collect, or copy any GRACE Content or Site data, except that general-purpose search engines may index publicly available Site pages in compliance with our then-current robots.txt and crawling-etiquette directives; (e) use any GRACE Content, screenshots, or Site output, in whole or in part, as input to, or for the training, fine-tuning, evaluation, benchmarking, grounding, retrieval-augmentation, or development of, any machine-learning model, large language model, generative artificial-intelligence system, or other statistical system, whether for internal use, research, or commercial deployment, without our prior express written consent. For the avoidance of doubt, I AM GRACE expressly reserves, with respect to any and all GRACE Content and any publicly accessible content on the Site, the rights granted under Article 4(3) of Directive (EU) 2019/790 and under any analogous text-and-data-mining or text-and-data-analysis rights under any jurisdiction, such that no exception to copyright for text and data mining applies; (f) perform, participate in, or facilitate any Competitive Use, including (i) developing, training, enhancing, or marketing any product or service that is substantially similar to, competitive with, or designed to replicate any material feature of GRACE; (ii) comparing or benchmarking GRACE against any other product without our prior written consent; or (iii) publicly disclosing performance, security, or vulnerability testing results relating to the Site without our prior written consent; (g) remove, obscure, alter, or conceal any copyright, trademark, service-mark, patent, trade-secret, or other proprietary-rights notices, or any “watermark,” “beacon,” or similar identifier embedded in or applied to the Site or GRACE Content; (h) probe, scan, stress-test, penetrate, or test the vulnerability of the Site or any related system, attempt to gain unauthorized access to any account, computer system, or network connected to the Site, defeat or circumvent any authentication, rate-limiting, access-control, or security measure, or interfere with or disrupt the Site, its servers, its networks, or its users; (i) impersonate any person or entity, misrepresent your affiliation with any person or entity, forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Site, or engage in fraud or phishing; (j) upload, submit, post, or transmit through the Site any material that is unlawful, defamatory, obscene, infringing, threatening, harassing, hateful, discriminatory, invasive of another’s privacy, or harmful to minors, or any material that contains software viruses, worms, trojans, time bombs, ransomware, rootkits, or any other code designed to disrupt, damage, or gain unauthorized access to any system or data; (k) use the Site, its communications features, or any data obtained from the Site for unsolicited marketing communications, mass mailings, or automated telephone or messaging systems in violation of applicable law (including the CAN-SPAM Act, the TCPA, the CCPA/CPRA, and the GDPR/UK GDPR); (l) use the Site in violation of any applicable law, regulation, court order, contractual obligation, or third-party right, or to facilitate or further any such violation; or (m) engage in any other conduct that, in our reasonable judgment, threatens the security, integrity, reputation, or proper functioning of the Site, the GRACE Content, the GRACE Marks, or any GRACE intellectual property.
9. User submissions and feedback
9.1 Submissions. If you submit, post, or transmit to the Site any communications, ideas, inquiries, demo requests, suggestions, surveys, reviews, questions, comments, testimonials, case-study inputs, or other information or materials (“Submissions”), you represent and warrant that (a) you own or control all rights in the Submission or have obtained all necessary permissions, and (b) the Submission does not infringe, misappropriate, or violate any third-party right, applicable law, or contractual obligation, and does not contain any personal data or Protected Health Information that you are not authorized to share. 9.2 License to Submissions. You hereby grant I AM GRACE a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, sublicensable and transferable license to host, store, copy, reproduce, distribute, publicly display, publicly perform, communicate to the public, modify, translate, adapt, create derivative works of, and otherwise use the Submission in any media now known or later developed, for any lawful purpose, including operation of the Site and marketing, product development, and training of GRACE systems. To the extent permitted by applicable law, you waive, and will not assert, any moral rights (including rights of attribution and integrity) in the Submissions. 9.3 Feedback. Any suggestion, enhancement request, recommendation, correction, or other feedback you provide relating to GRACE or the Site (“Feedback”) is provided voluntarily and without expectation of compensation or confidentiality. You hereby assign to I AM GRACE all right, title, and interest (including all intellectual-property rights) in and to the Feedback, and to the extent any rights cannot be assigned, you grant I AM GRACE a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, sublicensable and transferable license to use, exploit, and incorporate the Feedback into GRACE products and services without restriction or attribution.
10. Copyright (DMCA) notice and takedown
I AM GRACE respects the intellectual-property rights of others and expects Users to do the same. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512), we have designated an agent to receive notifications of claimed copyright infringement. If you believe that content accessible on the Site infringes your copyright, you may submit a written notice to our Designated Agent that includes: (i) a physical or electronic signature of the owner or authorized agent; (ii) identification of the copyrighted work claimed to be infringed; (iii) identification of the allegedly infringing material and information reasonably sufficient to locate it (e.g., URL); (iv) your contact information; (v) a statement that you have a good-faith belief that use of the material is not authorized by the owner, its agent, or law; and (vi) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the owner. Notices should be directed to: Designated DMCA Agent, I AM GRACE INC., 2121 Avenue of the Stars, Suite 800, Century City, CA 90067, and a copy may be sent through the contact channels published on the Site. Counter-notifications under 17 U.S.C. § 512(g) may be submitted to the same address. Repeat infringers may be terminated from the Site in appropriate circumstances. Misrepresentations in a DMCA notice may subject the notifier to liability under 17 U.S.C. § 512(f).
11. Third-party content and links
The Site may contain or link to content, citations, studies, standards (including AWHONN staffing standards), publications, datasets, or services provided by third parties. Such third-party content is provided for informational purposes only; we do not control, endorse, or assume responsibility for it, and access is at your own risk. References to third-party products, services, publications, or organizations are not endorsements unless expressly stated. Any third-party trademarks referenced on the Site remain the property of their respective owners.
12. Privacy
Information you provide through the Site is handled in accordance with our Privacy Policy, available at https://www.iamgrace.baby/privacy, which is incorporated into these Terms by reference.
13. Monitoring, enforcement, and termination
We may, but are not obligated to, monitor use of the Site, investigate suspected violations of these Terms, remove or disable access to any content, suspend or terminate any User’s access to the Site, cooperate with law-enforcement authorities or court orders, and take any other action we deem appropriate to protect the Site, the GRACE Content, or any third party, in each case with or without notice and without liability to you. We reserve the right to suspend or terminate your access to the Site at any time, for any reason or no reason. Sections 4–9, 13–24, and any other provision that by its nature should survive termination, will survive termination of these Terms.
14. Disclaimer of warranties
THE SITE AND GRACE CONTENT ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, I AM GRACE AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, OR WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT ANY CONTENT IS ACCURATE, COMPLETE, OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES; IN SUCH JURISDICTIONS THIS DISCLAIMER APPLIES TO THE MAXIMUM EXTENT PERMITTED.
15. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL I AM GRACE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR GRACE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT I AM GRACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (USD $100) OR (B) THE AMOUNT YOU ACTUALLY PAID I AM GRACE FOR ACCESS TO THE SITE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (IF ANY). THE FOREGOING LIMITATIONS DO NOT APPLY TO (I) YOUR INDEMNIFICATION OBLIGATIONS; (II) YOUR BREACH OF SECTIONS 4 (OWNERSHIP), 5 (TRADEMARKS), 6 (TRADE SECRETS), 7 (LIMITED LICENSE), OR 8 (PROHIBITED USES); OR (III) LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. YOU AND I AM GRACE AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN.
16. Indemnification
You will defend, indemnify, and hold harmless I AM GRACE, its affiliates, and each of their respective officers, directors, employees, agents, licensors, and suppliers (the “Indemnified Parties”) from and against any and all third-party claims, demands, actions, suits, proceedings, losses, damages, liabilities, fines, penalties, judgments, settlements, and costs and expenses (including reasonable attorneys’ fees and costs) arising out of or related to (a) your access to or use of the Site; (b) your breach or alleged breach of these Terms; (c) your violation of any law or any right of any third party, including any intellectual-property, privacy, or publicity right; (d) any Submission, Feedback, or other content you provide; (e) any Competitive Use of the Site, GRACE Content, or GRACE Marks; or (f) your willful misconduct or negligence. We may, at our option, assume exclusive control of the defense and settlement of any matter subject to indemnification; if we do so, you will reasonably cooperate with the defense at your expense and will not settle any such matter without our prior written consent.
17. Equitable relief
You acknowledge that any actual or threatened breach of Sections 4 (Ownership), 5 (Trademarks), 6 (Trade Secrets), 7 (Limited License), 8 (Prohibited Uses), or 9 (Submissions and Feedback) will cause I AM GRACE irreparable harm for which monetary damages would be inadequate, and that I AM GRACE will be entitled to seek immediate injunctive and other equitable relief in any court of competent jurisdiction, in addition to any other remedies available at law or in equity, without the necessity of posting a bond, proving actual damages, or exhausting other remedies.
18. Governing law and venue
These Terms are governed by the laws of the United States and the State of California, without regard to conflict-of-law principles, except where preempted by federal law. Subject to Section 17 (Equitable Relief), which may be sought in any court of competent jurisdiction, the state and federal courts located in Los Angeles County, California shall have exclusive jurisdiction over all disputes arising out of or relating to these Terms or the Site, and you consent to personal jurisdiction and venue in such courts and waive any objection of forum non conveniens. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms. Any claim arising out of or relating to these Terms or the Site must be brought within one (1) year after the claim arose; otherwise it is permanently barred.
19. Export controls, sanctions, and geographic use
The Site may be subject to U.S. and other export-control and sanctions laws, including the Export Administration Regulations (15 C.F.R. Parts 730–774), the International Traffic in Arms Regulations, and regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control. You represent and warrant that you are not located in, and are not a national or resident of, any country or region subject to a comprehensive U.S. embargo, and that you are not identified on any U.S. Government list of prohibited or restricted parties. You will not access or use the Site in violation of any such laws. The Site is controlled and operated from within the United States; we make no representation that the Site is appropriate or available for use in other locations, and accessing the Site from jurisdictions where its content is illegal is prohibited.
20. Electronic communications and notices
By using the Site you consent to receive communications from us electronically, including notices, disclosures, and other communications that we are required or elect to provide. Any such communication will satisfy any legal requirement that it be in writing. We may provide notice by posting on the Site, by email to any address associated with your account, or by other reasonable means. Notices to us should be sent to: I AM GRACE INC., Attn: Legal, 2121 Avenue of the Stars, Suite 800, Century City, CA 90067, with a copy through the contact channels published on the Site.
21. Changes to the Terms
We may modify these Terms from time to time. The “Last updated” date reflects the current version. Material changes will be identified by updating the date and, where we deem appropriate, by additional notice on the Site. Your continued access to or use of the Site after the effective date of a revision constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Site. No oral or informal statement will modify these Terms.
22. Assignment
You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder, by operation of law or otherwise, without our prior written consent, and any purported assignment in violation of this Section is null and void. We may freely assign or transfer these Terms, in whole or in part, without restriction. These Terms will bind and inure to the benefit of the parties and their permitted successors and assigns.
23. Severability; waiver; entire agreement
If any provision of these Terms is held invalid or unenforceable, the provision will be modified to the minimum extent necessary to make it enforceable (or, if that is not possible, severed), and the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of our right to do so later, and no waiver is effective unless in writing signed by an authorized representative of I AM GRACE. These Terms, together with the documents expressly referenced herein (including the Privacy Policy and, if applicable to you, the Subscription Agreement and any executed Order Schedule or Business Associate Agreement), constitute the entire agreement between you and I AM GRACE regarding the Site and supersede all prior or contemporaneous understandings, communications, and agreements, whether written or oral, relating to its subject matter.
24. Relationship of the parties; headings
Nothing in these Terms creates an agency, partnership, joint venture, fiduciary, or employment relationship between you and I AM GRACE. Headings are for convenience only and do not affect interpretation. The word “including” and its variants mean “including without limitation.” References to statutes or regulations include any amendments or successor provisions.
25. U.S. government end users
If you are a U.S. federal, state, or local government entity, you acknowledge that the GRACE Content and any related software are “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. §§ 12.212 and 227.7202, and your rights in the GRACE Content are limited to those granted under these Terms and any executed written agreement.
26. Contact
Questions about these Terms, permission requests for GRACE Content or GRACE Marks, trade-secret concerns, and intellectual-property complaints may be directed to I AM GRACE INC., Attn: Legal, 2121 Avenue of the Stars, Suite 800, Century City, CA 90067, or through the contact options published on the Site.