Cairn Terms of Service

Version: terms-1.0.0. The effective date displayed with this document is part of its immutable release record. This prepared version is not in force until Cairn publishes an approved effective date and Customer accepts it.

1. Agreement and parties

These Terms govern the Cairn business software service supplied by Cairn LLC, a Wisconsin limited liability company, at 2800 E Enterprise Ave Ste 333, Appleton, Wisconsin, United States (Cairn, we or us). The customer is the organization identified in its accepted order form or subscription (Customer). An individual accepting for an organization represents that they have authority to bind it. Individual users must be at least 18 and authorized by Customer. Notices concerning this agreement go to legal@cairn.how.

The agreement consists of these Terms, the accepted order form and, for processing Customer Personal Data, the Data Processing Addendum (DPA). The DPA controls conflicts concerning personal-data processing; an order form controls expressly identified commercial differences. The Privacy Policy describes data practices and is acknowledged rather than providing blanket consent to optional processing. Acceptance is electronic and the accepted versions are available for download.

2. Access and responsibilities

During the subscription or complimentary pilot, Cairn grants Customer a non-exclusive, non-transferable right to use the available service for its own business. Customer controls its users, permissions, approved domains, content and integrations, keeps credentials secure, and promptly reports compromised access. Customer is responsible for obtaining lawful rights and notices for content it supplies and for communications with its users. Customer must not let an unapproved person access its workspace or circumvent permissions, plan limits, safety controls or rate limits.

Features described as coming soon, unreleased or unavailable are not delivered commitments. Third-party integrations require appropriate accounts, permissions and configuration. Enterprise does not mean that every optional integration is provisioned or that unlimited usage is included: the accepted order form defines allowances. Internal availability and response targets are not contractual service-level guarantees.

3. Prohibited data and use

Customer must not submit patient-identifiable health information, including protected health information subject to HIPAA, through chat, captures, screenshots, files, knowledge sources, audio, tools or integrations. Cairn does not offer a HIPAA service or a business associate agreement. Masking, encryption, a training opt-out and screenshot blur do not authorize PHI processing or guarantee that all sensitive information has been detected.

Customer must not submit passwords, authentication secrets, full payment-card or bank credentials, or use Cairn as a clinical decision, prescribing or regulated recordkeeping system. A customer-specific processing schedule may also exclude DEA, NPI, NCPDP and licence numbers, payment details, order/lot/serial data and DSCSA/EPCIS documents from transmitted context. Use approved synthetic or sanitized examples to demonstrate workflows.

Do not use the service unlawfully, distribute malicious content, breach another tenant's security, infringe others' rights, spam recipients or resell access without a written agreement. Capture and automated execution may operate only with necessary authority and consent. Execution is restricted to verified domains and must not bypass payment/password-page or sensitive-field protections. Capture input labels must not be repurposed to store masked typed values.

If prohibited data is discovered, notify privacy@cairn.how without repeating the sensitive content in the notification. Cairn and Customer will restrict further processing and cooperate in secure return/deletion and legally required incident handling. This prohibition does not displace obligations arising from actual receipt of regulated data.

4. Content, confidentiality and AI

Customer retains its rights in captures, guides, articles, conversations, contacts and other Customer Content. Customer grants Cairn only the licence needed to host, secure, process, retrieve, transmit and display that content to deliver the instructed service, including approved subprocessors and selected integrations. Cairn owns its software and service; feedback may be used to improve it without disclosing Customer's confidential information. No case study, endorsement or marketing use of Customer Content is authorized by these Terms.

Neither Cairn nor its contracted API model providers may use Customer Content to train shared models except under a separate, explicit written agreement. Provider-specific retention and safety/legal exceptions are disclosed in the processor register; training exclusion is not a zero-retention promise. Relevant content and conversation context may be sent to providers to perform selected AI features.

Each party protects the other's confidential information using reasonable care, restricts access to persons needing it under confidentiality duties, and uses it only for this agreement. Information independently developed, already lawfully known, publicly available without breach or lawfully received without restriction is excluded. A legally compelled disclosure is limited to what is required, with prior notice where lawful.

AI output can be inaccurate or incomplete. Customer must review it before relying on it or publishing it, and must not use it as medical, pharmacy, regulatory, legal or financial advice. Human escalation remains necessary. Cairn does not promise that generated material is unique or eligible for exclusive intellectual-property protection.

5. Prices, seats, tax and payment methods

Public self-service subscriptions are monthly in USD at the price presented before acceptance. Annual billing is not available. Each plan's published seat allowance applies; extra-seat charges are offered only where disclosed. Contacts are not seats. Enterprise pricing and allowances are in the accepted order form. Taxes lawfully due may be added and are shown separately. Cairn is the merchant of record.

A no-card evaluation lasts 14 days with the disclosed trial capabilities and does not automatically become paid. Choosing a paid plan through Checkout starts billing immediately. Paid subscriptions renew monthly until cancelled. Plan changes are made in place and prorated as shown before confirmation; moving away from Scale removes its extra-seat item. Cancellation through Stripe's customer portal ordinarily takes effect at period end. There is no general pro-rata cash refund for unused subscription time unless law requires it or Cairn approves one. Duplicate or unauthorized charges and billing errors must be reported promptly for investigation.

Payment-card details are collected by Stripe, not stored by Cairn. Saving a default payment method for future optional purchases requires affirmative consent. Saving a card alone does not authorize automatic top-ups. A complimentary pilot has a zero recurring price, requires no card, and cannot automatically convert to paid; a new accepted commercial agreement is required.

6. AI credits and recharge

Credits measure AI usage at the rates shown in the product. Included or sponsored grants are added once per calendar month in UTC; unspent credits carry forward. Purchased packs add their stated credit amount, excluding tax, once payment settles. A credit is a service allowance, not cash, a stored monetary account or a right to redemption. Ledger history and balances are retained through plan changes; availability of AI features still depends on the current entitlement. Workspace erasure removes its operational ledger subject to required legal records.

Auto-recharge is optional and must be separately enabled with a threshold, pack and saved method. Each purchase includes applicable disclosed tax. A cooldown limits charge frequency; an unsettled or failed purchase grants no credits. At exhaustion, answering stops and the conversation follows its human-handoff path. Complimentary workspaces cannot purchase credits or enable recharge; additional sponsorship is a separately authorized grant.

A refunded top-up reverses the refunded share of its service credits, capped at unspent balance so no negative balance is created, and disables recharge. A refunded subscription payment does not automatically reverse its included monthly grant. Disputes and failed refunds receive manual review. These rules do not limit rights required by law.

7. Failed payments, suspension and termination

A failed paid renewal starts a 14-day grace period from its first failure while Stripe retries. Cairn sends one service-impact notice per episode. If payment remains unpaid after the grace period, the workspace moves to Free and over-limit content becomes read-only rather than being deleted. Settlement and subscription reactivation restore the applicable plan. A failed initial purchase does not unlock a paid entitlement. Complimentary pilots are not treated as owing subscription fees.

Either party may end a complimentary pilot on 30 days' notice. A material breach may be terminated after 15 days to cure where cure is practicable; unlawful use or a serious security risk may justify immediate restriction. Customer may cancel a paid renewal in the product. Ordinary termination notice provides an opportunity to export available data before service access ends. Customer-initiated workspace deletion initiates a 30-day soft-deletion interval followed by hard-purge processing. Export or arrange a secure return before requesting deletion. Statutory/legal holds and backup/provider expiry are disclosed in the DPA and Privacy Policy. Cairn will not report failed object deletion as completed erasure.

8. Warranties and indemnity

Each party represents that it has authority to enter this agreement. Cairn will use reasonable care in providing the service and follow the DPA for Customer Personal Data. Except for express commitments and warranties that cannot lawfully be excluded, the service is provided as available without implied warranties of merchantability, fitness for a particular purpose, non-infringement or uninterrupted/error-free operation.

Cairn will defend Customer against a third-party claim that the unmodified Cairn service infringes that party's US copyright or patent and pay a final award or settlement Cairn approves, subject to the limits below. This excludes claims arising from Customer Content, unauthorized modifications, combinations not required by Cairn, or continued use after notice of an available remedy. Cairn may obtain rights, modify/replace the affected service, or terminate it and refund prepaid unused affected fees.

Customer will defend Cairn against third-party claims arising from Customer Content that infringes rights or Customer's unlawful use, and pay final awards or settlements it approves, subject to the limits below. The indemnified party must promptly notify, allow the indemnifying party to control the defense, and reasonably cooperate. No settlement may admit fault or impose non-monetary duties on the indemnified party without consent.

9. Liability

Except for the exceptions below, each party's aggregate liability arising from the agreement is capped at the greater of fees paid or payable under it during the preceding 12 months or USD 10,000. For breach of confidentiality or personal-data security obligations, that aggregate cap is instead the greater of twice those preceding 12-month fees or USD 20,000. Neither party is liable for indirect, consequential, special or punitive damages or lost profits, except amounts owed to third parties under an express indemnity. These exclusions and caps do not apply to fraud, intentional misconduct or liability that applicable law does not allow limiting. Lawful payment obligations for accepted purchases remain payable. A zero-fee pilot retains the stated dollar floors.

10. Changes, law and notices

Material contractual changes require at least 30 days' notice and a new retained version. They do not retroactively change an accepted order form. Required reacceptance identifies the exact new document. Customer may cancel before the change takes effect. Non-material clarifications do not broaden permitted processing without notice and appropriate acceptance.

Wisconsin law, excluding conflict-of-laws principles, governs. The parties consent to state courts in Outagamie County, Wisconsin, and the federal court with jurisdiction there. The parties first attempt a good-faith resolution after written notice; this does not delay urgent relief or mandatory rights. No arbitration or class-action waiver is imposed. An invalid provision is narrowed only as permitted by law; the remainder survives. Assignment requires consent except to a successor in a merger or transfer of substantially all relevant assets that assumes these obligations, with notice. Notices to Customer go to its recorded owner/legal contact. No waiver is implied by delay. Confidentiality, accrued obligations, retained legal evidence and dispute provisions survive termination.