These Terms of Service (“Terms”) are a binding agreement between you and Shadow Mountain V, LLC (“Company,” “we,” “us,” or “our”). They govern access to and use of the public website at shadowmountain.ai and related marketing pages (the “Site”). Paid product access is governed by a separate customer agreement (order form, MSA, BAA, or pilot terms). If there is a conflict between these Terms and a signed customer agreement about the product, the customer agreement controls for that product.
1. Acceptance
By accessing or using the Site, you agree to these Terms and to the rules in our Acceptable Use Policy. Our Privacy Policy and Cookie Policy describe how we handle information; they are notices, not additional contracts, except where a checkbox or similar control asks you to agree to them. If you do not agree, do not use the Site.
Submitting a demo request requires that you check the box agreeing to these Terms and the Privacy Policy.
If you use the Site on behalf of an organization, you represent that you have authority to bind that organization, and “you” includes that organization.
2. Eligibility
The Site is intended for adults acting in a professional or business capacity (for example, skilled nursing leadership evaluating software). You must be able to form a binding contract under applicable law. Family members may read public pages; the Site is not a consumer health application and is not for submitting information about a resident.
3. The Site and our products
Shadow Mountain provides software and related services. Site content is general information only. It is not medical, nursing, legal, clinical, compliance, billing, or insurance advice. Features, availability, pricing, and roadmaps may change without notice. Nothing on the Site is an offer to sell services until we accept an order under a customer agreement.
The Site itself does not provide clinical decision support for patient care. Whether a particular product feature is clinical decision support is a matter for the customer agreement and applicable regulation—not these Terms.
4. Accounts and demo requests
When you request a demo or contact us, you agree to provide accurate information. Do not submit resident names, dates of birth, medical record numbers, Social Security numbers, or other direct identifiers of a resident. We may contact you about your request using the email you provide. If you provide a phone number, we may call you about that request. We do not send marketing texts. You are responsible for keeping any credentials we later issue secure.
5. Acceptable use
You must comply with our Acceptable Use Policy. You may not misuse the Site, attempt unauthorized access, interfere with security or integrity controls, scrape in a way that harms the service, or use the Site to violate law.
6. Intellectual property
The Site, branding, logos, text, graphics, software, documentation, and all related intellectual property are owned by Shadow Mountain V, LLC or its licensors. Except for the limited right to access the Site as permitted by these Terms, no rights are granted by implication or otherwise. You may not copy, modify, distribute, reverse engineer (except to the extent non-waivable law allows), or create derivative works from Site content without prior written consent.
“Shadow Mountain,” product names, and the mountain mark are trademarks of Shadow Mountain V, LLC or its affiliates. All rights reserved.
If you send feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, and commercialize that feedback without restriction or compensation. You are not required to send feedback.
7. Third-party services and links
The Site may link to or integrate with third-party sites or services (including Google Analytics if you accept analytics cookies, and email delivery used to receive demo requests). We do not control and are not responsible for third-party content, policies, or practices. Your use of third-party services is governed by their terms.
8. Privacy
Our collection and use of personal information on the Site is described in our Privacy Policy and Cookie Policy. You can change analytics cookies at Your privacy choices.
9. Disclaimers
THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT CONTENT WILL BE ACCURATE OR COMPLETE.
CLINICAL AND CARE DECISIONS REMAIN THE SOLE RESPONSIBILITY OF LICENSED PROFESSIONALS AND YOUR ORGANIZATION.
10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHADOW MOUNTAIN V, LLC AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE SITE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SITE WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US $100) OR (B) THE AMOUNTS YOU PAID US SPECIFICALLY FOR WEBSITE-RELATED SERVICES IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, IF ANY.
Some jurisdictions do not allow certain limitations; in those cases our liability is limited to the fullest extent permitted by law. Nothing in these Terms limits liability that cannot be limited under applicable law (including certain liability for fraud or personal injury).
11. Indemnification
You will defend, indemnify, and hold harmless Shadow Mountain V, LLC and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your violation of these Terms or applicable law; (b) content or submissions you send through the Site (including resident identifiers or other data submitted contrary to these Terms); or (c) your infringement or misappropriation of third-party rights.
12. Dispute resolution; binding arbitration; class action waiver
Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and to have a jury trial.
12.1 Informal resolution
Before filing a claim, you agree to try to resolve the dispute informally by emailing hello@shadowmountain.ai with “Dispute Notice” in the subject line and a description of the dispute. We will attempt in good faith to resolve the dispute within thirty (30) days after receiving your notice.
12.2 Binding arbitration
Except for the Excluded Claims below, any dispute, claim, or controversy arising out of or relating to these Terms or the Site—including formation, interpretation, breach, or termination—will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or Consumer Arbitration Rules if applicable). The Federal Arbitration Act governs the interpretation and enforcement of this section.
The arbitration will be conducted by a single arbitrator. The seat and venue of arbitration will be Riverside County, California, unless you and we agree otherwise or AAA rules require a different location for a consumer. Hearings may be conducted by video or telephone when permitted. The arbitrator may award individual relief available in court, including injunctive relief, consistent with these Terms. Judgment on the award may be entered in any court of competent jurisdiction.
Payment of filing, administration, and arbitrator fees will be governed by AAA rules. We will consider reimbursement of fees where required by law or AAA rules for consumers.
12.3 Class action and jury waiver
YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims or preside over any form of representative or class proceeding. YOU AND THE COMPANY WAIVE ANY RIGHT TO A JURY TRIAL.
12.4 Excluded claims
Either party may bring an individual action in small claims court if it qualifies. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or confidential information, or to address unauthorized access or abuse of the Site, without first engaging in informal resolution or arbitration. If the class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court and not in arbitration.
12.5 Opt-out
You may opt out of arbitration within thirty (30) days of first accepting these Terms by sending written notice to Shadow Mountain V, LLC, 73101 CA-111 Unit 5, Palm Desert, CA 92260, Attn: Legal – Arbitration Opt-Out, or by emailing hello@shadowmountain.ai with subject “Arbitration Opt-Out.” Your notice must include your name, email, and a clear statement that you opt out of arbitration. Opting out does not affect other Terms.
12.6 Batch arbitration
If twenty-five (25) or more similar demands for arbitration are filed against us by or with the same counsel, AAA’s mass or batch procedures (if any) may apply as designated by AAA.
13. Governing law and venue (non-arbitrated claims)
These Terms are governed by the laws of the State of California, excluding conflict-of-law rules, and the Federal Arbitration Act as applicable. Subject to the arbitration section, courts in Riverside County, California have exclusive jurisdiction over non-arbitrable disputes, and you consent to personal jurisdiction there.
14. Export and sanctions
You may not use the Site if you are located in a sanctioned jurisdiction or are a denied or restricted party under U.S. export or sanctions laws, or if your use would violate such laws.
15. Government users
If you are a U.S. government end user, the Site and related materials are “commercial computer software” and “commercial computer software documentation” provided with only those rights set forth in these Terms.
16. Changes
We may update these Terms by posting a revised version on this page with a new effective date. We may also highlight material changes on the Site. Continued use of the Site after the new effective date constitutes acceptance of the updated Terms where permitted by law. If you do not agree, stop using the Site.
17. Termination
We may suspend or terminate access to the Site at any time, with or without notice, including for violation of these Terms. Provisions that by nature should survive (including ownership, disclaimers, limitations of liability, indemnity, and dispute resolution) survive termination.
18. Copyright complaints
If you believe material on the Site infringes your copyright, send a notice to hello@shadowmountain.ai with subject “DMCA” that includes the information required by 17 U.S.C. § 512(c)(3).
19. Miscellaneous
These Terms are the entire agreement between you and us regarding the Site and supersede prior or contemporaneous agreements on that subject. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Notices to you may be provided via the Site or email. Notices to us must be sent to the address below and to hello@shadowmountain.ai.
We are not liable for delay or failure caused by events beyond our reasonable control. Headings are for convenience only. “Including” means “including without limitation.” These Terms do not create a partnership, joint venture, or employment relationship.
20. Contact
Shadow Mountain V, LLC
73101 CA-111 Unit 5
Palm Desert, CA 92260