These Terms of Service (“Terms”) govern your access to and use of omnean.ai and OMNEAN’s Eligibility & Assistance Network platform (“EAN”), including any related websites, applications, interfaces, features, tools, content, and services (collectively, the “Services”), provided by OMNEAN, LLC (“OMNEAN,” “we,” “us,” or “our”). By creating an account, clicking acceptance, accessing, or using the Services, you acknowledge that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use the Services.
1. ELIGIBILITY; AUTHORITY
1.1 Eligibility. You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Services, unless you are using the Services under the supervision of a parent, guardian, or authorized representative.
1.2 Authority. If you use the Services on behalf of an entity (including a provider organization), you represent and warrant that you have authority to bind that entity to these Terms. In that case, “you” includes the entity.
2. THE SERVICES; PURPOSE; LIMITATIONS
2.1 Purpose. EAN is a role-aware, state-specific AI-assisted platform intended to support navigation, drafting, compliance support, and process guidance relating to Medicaid Home- and Community-Based Services (“HCBS”).
2.2 State-Approved Corpus and Single-Task Assistants. EAN is designed to operate using a network of single-task assistants that are configured for a specific function, role, and state, and that draw from a state-approved, versioned corpus of designated materials (such as waivers, provider manuals, policy memoranda, official forms, and guidance).
2.3 Limitations of Outputs. You acknowledge that:
- EAN outputs are generated based on the materials available to EAN at the time of the response and the information you provide.
- If applicable materials are absent, ambiguous, or conflicting, EAN may indicate that limitation and prompt additional review.
- Laws, regulations, and agency guidance may change, and outputs may become outdated.
3. NO LEGAL, MEDICAL, OR PROFESSIONAL ADVICE; NO OFFICIAL DETERMINATIONS
3.1 No Legal or Medical Advice. The Services do not provide legal advice, medical advice, clinical advice, or other regulated professional advice. Use of the Services does not create an attorney-client relationship, clinician-patient relationship, or other fiduciary relationship.
3.2 No Eligibility or Authorization Decisions. The Services do not determine Medicaid eligibility, authorize services, approve plans, or issue official determinations. Final decisions must be made by qualified personnel and/or the applicable governmental or oversight authority.
3.3 User Responsibility for Review. You are solely responsible for independently reviewing and validating outputs before relying on them for submissions, compliance decisions, operational actions, or communications with individuals or agencies.
4. USER ROLES; ROLE-BASED ACCESS
4.1 Role-Aware Access. The Services may provide different interfaces, workflows, and outputs depending on the user role (e.g., family member/authorized representative, provider personnel, case manager). Access may be restricted based on role and permissions.
4.2 Accurate Role Representation. You agree to provide accurate role and account information and to use the Services only within your permitted scope of access.
5. ACCOUNTS; CREDENTIALS; SECURITY
5.1 Account Registration. You may be required to create an account. You agree to provide accurate, current, and complete information and to keep it updated.
5.2 Credential Security. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. You must promptly notify OMNEAN of any suspected unauthorized use or security incident involving your account.
5.3 Suspension. We may suspend or restrict access to the Services if we reasonably believe your account has been compromised or if necessary to protect the Services, users, or data.
6. ACCEPTABLE USE; PROHIBITED CONDUCT
You agree not to, and not to attempt to:
- Use the Services in violation of any applicable law, regulation, or policy
- Misrepresent outputs as official state determinations or as professional advice
- Upload, transmit, or provide content you do not have rights to use
- Circumvent access controls, probe, scan, or test the vulnerability of the Services
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, system prompts, or underlying structures, except to the extent prohibited by law
- Scrape, harvest, or extract data or content from the Services by automated means except as expressly permitted in writing by OMNEAN
- Interfere with or disrupt the integrity or performance of the Services
7. USER CONTENT; INPUTS AND OUTPUTS
7.1 User Content. “User Content” means information, text, documents, or other materials you submit to the Services.
7.2 License to Operate the Services. You grant OMNEAN a limited, non-exclusive, worldwide license to host, process, transmit, and use User Content solely as necessary to provide, secure, maintain, and improve the Services, and as otherwise described in the Privacy Policy and applicable agreements (including any Business Associate Agreement, if applicable).
7.3 Outputs. Outputs generated by the Services are provided for informational and assistive purposes only and remain subject to the limitations and disclaimers in these Terms.
8. PRIVACY; SECURITY; AUDIT LOGS; PHI/PII
8.1 Privacy Policy. Our collection and use of personal information is described in our Privacy Policy, which is incorporated by reference. In the event of a conflict between these Terms and the Privacy Policy regarding personal information, the Privacy Policy governs.
8.2 PHI and HIPAA; BAAs. Where the Services involve protected health information (“PHI”) or are used by a covered entity or business associate, OMNEAN will address HIPAA obligations
through a Business Associate Agreement (“BAA”) when required. If a BAA applies, the BAA governs to the extent of any conflict regarding PHI.
8.3 Security Controls and Auditability. The Services may maintain logs and records for security, compliance, and accountability, including prompts, outputs, source references, timestamps, and access metadata, subject to the Privacy Policy and applicable agreements.
8.4 Role-Based Access Controls. Access to content and features may be limited by role and permissions. You agree not to attempt to access information beyond your authorized permissions.
9. INTELLECTUAL PROPERTY
9.1 OMNEAN Materials. The Services, including software, interfaces, workflows, designs, and all OMNEAN-provided content (excluding User Content), are owned by OMNEAN or its licensors and are protected by intellectual property laws.
9.2 Limited License. Subject to these Terms, OMNEAN grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal or personal use (as applicable) in accordance with these Terms.
9.3 Restrictions. Except as expressly permitted, you may not copy, modify, distribute, sell, lease, or create derivative works from the Services.
10. THIRD-PARTY MATERIALS AND SOURCES
The Services may reference or cite third-party or government materials. OMNEAN does not control such materials and does not warrant their completeness, continued availability, or ongoing accuracy. Official agency guidance and applicable law control in the event of inconsistency.
11. FEES; SUBSCRIPTIONS (IF APPLICABLE)
If any portion of the Services is offered for a fee, applicable pricing, payment terms, renewal terms, and cancellation terms will be presented at purchase or in an order form and are incorporated into these Terms.
12. MODIFICATIONS; AVAILABILITY
12.1 Changes to Services. We may modify, suspend, or discontinue all or any part of the Services at any time, including adding or removing features or assistants.
12.2 Availability. The Services are provided “as available.” We do not guarantee uninterrupted availability or error-free operation.
13. TERM; TERMINATION
13.1 Term. These Terms remain in effect until terminated by you or OMNEAN.
13.2 Termination by OMNEAN. We may suspend or terminate your access if you violate these Terms, if required by law, or if necessary to protect the Services or users.
13.3 Effect of Termination. Upon termination, your right to access and use the Services will cease. Sections that by their nature should survive (including intellectual property, disclaimers, limitation of liability, indemnification, and governing law) will survive.
14. DISCLAIMERS TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OMNEAN DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. OMNEAN DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, OR ERROR-FREE, OR THAT USE OF THE SERVICES WILL ACHIEVE ANY PARTICULAR REGULATORY OR COMPLIANCE OUTCOME. 15. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW: IN NO EVENT WILL OMNEAN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY
LOSS OF PROFITS, REVENUE, DATA, FUNDING, BUSINESS, OR GOODWILL, ARISING
OUT OF OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE SERVICES,
EVEN IF OMNEAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL OMNEAN’S TOTAL LIABILITY ARISING OUT OF OR RELATED
TO THESE TERMS OR THE SERVICES EXCEED THE AMOUNT YOU PAID TO
OMNEAN FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE
EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (US $100) IF
YOU HAVE PAID NO AMOUNTS.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN SUCH CASES,
LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless OMNEAN and its affiliates, and their respective officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; or (d) your violation of applicable law or the rights of any third party.
17. GOVERNING LAW; VENUE
These Terms and any dispute arising out of or related to these Terms or the Services are governed by the laws of the State of Arizona, without regard to conflict of law rules. Any legal action or proceeding arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Arizona, and you consent to personal jurisdiction and venue in such courts.
18. CHANGES TO THESE TERMS
We may update these Terms from time to time. If we make material changes, we will provide notice as required by applicable law. Your continued use of the Services after the effective date of an updated version constitutes acceptance of the updated Terms.
19. MISCELLANEOUS
19.1 Entire Agreement. These Terms, together with any referenced policies (including the Privacy Policy) and any applicable order form or BAA, constitute the entire agreement between you and OMNEAN regarding the Services.
19.2 Severability. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.
19.3 No Waiver. Failure to enforce any provision is not a waiver.
19.4 Assignment. You may not assign these Terms without OMNEAN’s prior written consent. OMNEAN may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.
19.5 Force Majeure. OMNEAN is not liable for delays or failures due to events beyond its reasonable control.
20. CONTACT
If you have questions about these Terms or the Services, contact: support@omnean.com