Network Member Terms of Service

1.1 The Platform is a directory and referral network connecting families seeking senior care with hospices, home health agencies, placement agents, assisted living communities, medical providers, and other senior care businesses. It includes directory listings, referral routing, messaging, reviews, the "Mildred" AI assistant, and related features.

1.2 Families and other consumers use the Platform free of charge under our separate Family and User Terms of Use.

1.3 Mildred is an information network. We do not provide health care, placement services, or legal or financial advice, and we are not a party to any agreement between Members or between a Member and a family.

2.1 The Platform currently serves Members operating in Arizona.

2.2 To enroll, you must provide accurate information and the verification we request, including:

• Placement agents: state filings or registration as a referral agency and proof of insurance as required by Arizona law.
• Medical providers: a valid National Provider Identifier (NPI).
• All Members: any state license, certification, or registration required for your services.

2.3 You must carry all general liability, professional liability, or other insurance that any law, statute, or regulation requires for your business, and provide proof on request.

2.4 You must notify us in writing within 5 business days if any license, registration, NPI, certification, or required insurance lapses, is suspended, restricted, or revoked, or becomes subject to disciplinary action. If we learn that you have lost legal status to operate, we will deactivate your listing and stop future charges. Your duty to notify us is not reduced by our ability to discover the change ourselves.

2.5 Business Associate Agreement approval. If you are a medical provider or other HIPAA covered entity, you must sign our Business Associate Agreement during enrollment. We review each signed Business Associate Agreement manually. You can submit your application only after signing it, and your membership is activated only after we approve it. You are not charged before approval. Other Members may submit without this step.

3.1 Each listing is a separate subscription. Placement agencies need one listing per agent they want listed. Providers and communities need one listing per location. An agency may choose to list only one account.

3.2 Two kinds of presence. A Basic Listing is a directory entry Mildred may maintain about a provider from public and publicly reported information. An Active Network Member is a Member with a current paid (or free-trial) subscription for that listing. Only Active Network Members can send or receive referrals, message families and Members through the Platform, and use Network Member features. A Basic Listing is informational only.

4.1 Fees. Your monthly fee for each listing is the exact fee shown to you during enrollment immediately before you enter your card, as changed under Section 4.7. Fees are charged per location. Your approval email will state your fee, your free-period end date, and your first billing date.

4.2 Free period and automatic renewal. No charge is made when you apply. If we approve your application, each approved location receives a 30-day free period beginning on its approval date. Your subscription for that location is month to month and renews automatically each month on the same day of the month as that location's first billing date (the "Renewal Date") until you cancel or we terminate it. If a month has no matching day, renewal occurs on the last day of that month.

4.3 First payment. Your first monthly fee for a location is charged when that location's 30-day free period ends. Locations approved on different dates have different free periods and different billing dates.

4.4 Payment. Fees are billed through Stripe to the payment method you save during enrollment. Your card is stored by Stripe, not by Mildred, and is not charged before approval or during the free period. You authorize us to charge that payment method on your first billing date and each Renewal Date until you cancel.

4.5 Failed payments. If a payment fails, Stripe retries it over a short recovery period and we email you a link to update your card. Network Member features may pause while payment is outstanding. We do not delete your account or remove your directory presence because of a failed payment. If payment is still not received after the recovery period, the subscription is canceled and the location reverts to a Basic Listing under Section 6.4.

4.6 Taxes. Fees exclude taxes. You are responsible for any sales, use, or similar taxes.

4.7 Price changes. We may change fees with at least 30 days' notice by email and in-app notice. The new fee applies from your first Renewal Date after the notice period ends. You may cancel before then.

4.8 Payment by others. A third party may pay your fees. You remain responsible for all fees if that third party stops paying.

4.9 No refunds except as stated in Section 6.

5.1 You may cancel at any time through your account dashboard or by emailing support@askmildred.ai.

5.2 Cancellation is per location and is self-service in your dashboard. To avoid being charged for the next month, your cancellation must be received before 11:59 p.m. Arizona time on the day before that location's Renewal Date. Cancelling during the free period means no charge is ever made for that location. An emailed cancellation takes effect when we receive it, not when we process it. We will confirm every cancellation by email.

5.3 Your Network Membership stays active through the end of the period you have paid for, and your dashboard will show the final active date. We do not refund partial months when you cancel.

6.1 We may deny any application, or suspend or terminate any membership, at our discretion. Reasons include, without limitation:

• loss, suspension, or restriction of a required license, registration, NPI, or insurance;
• misrepresentation in your application, listing, or referrals;
• complaints we find credible from families or Members;
• soliciting or contacting clients in violation of Section 8.6;
• misuse of referral data or other information obtained through the Platform, including scraping or data harvesting (Section 8.7);
• submitting, drafting, or pressuring a family into a Representation Preference request (Section 10.5);
• nonpayment; or
• violation of these Terms or applicable law.

6.2 We may suspend Network Member features instead of terminating a membership.

6.3 If we terminate your membership, we will refund the unused portion of your current month's fee, prorated by day, except as stated in Section 8.8. If we deny an application before your listing goes live, we will refund all fees paid.

6.4 Effect of Cancellation or Termination. When a subscription is cancelled or terminated, your Network Member access ends at the end of the paid period. You lose Network Member functionality, including sending and receiving referrals through the Platform, Platform messaging, enhanced profile features, and other paid tools. You are not removed from the Mildred directory. Where Mildred otherwise maintains a listing for your organization, that entry reverts to a Basic Listing containing publicly available and publicly reported information. A Basic Listing does not imply that you are an Active Network Member, and we will not describe you as one. We keep your account information so your membership can be reactivated later, and we retain referral and billing records as required for compliance, audit, and record-retention purposes, subject to Section 13.

7.1 One-to-many. Placement agents may send a single referral to multiple Members at the same time.

7.2 One-to-one. All other Members may send each referral to one Member at a time. For example, a hospice may refer a person to one placement agent or one group home, not several at once.

7.3 Contents. A referral may include the referring Member's name and contact information, the name, email, and phone number of the person being referred, the service requested, notes, and attachments.

7.4 Aging. A referral not accepted within 24 hours becomes "aged." The receiving Member can then see only the referring Member's name and contact information, not the referred person's details, notes, or attachments. The referral must be sent again to unlock them.

7.5 Declined referrals. A Member who declines a referral may not re-send it to another Member.

7.6 No obligation to refer. No Member is required to make or accept any referral as a condition of membership. Fees are flat, are not based on the number or value of referrals made or received, and are not payment for referrals.

7.7 Family choice. Nothing in these Terms limits the right of any person or family to choose their own providers, placement agent, or community.

7.8 No payments through the Platform. The Platform does not process payments between Members, and Mildred takes no share of any placement fee or other compensation between Members.

8.1 You may use referral information only to respond to the referral and provide the requested service.

8.2 You must keep referral information confidential and protect it with reasonable safeguards.

8.3 If you are a HIPAA covered entity, you must sign our Business Associate Agreement, and we must approve it under Section 2.5, before you can submit your application or send or receive protected health information through the Platform.

8.4 By sending a referral, you represent that you have the referred person's consent, or another lawful basis, to share their information with the receiving Member, and that notes and attachments contain only what is needed for the referral.

8.5 You must not upload information about a person who has asked not to be referred.

8.6 No poaching. You may not contact a person you learned about only through a referral sent to another Member, or through an aged or declined referral, to solicit their business.

8.7 No scraping or data harvesting. You may use the Platform only to participate in the network as a Member. You may not:

• enroll, or keep a membership, for the purpose of obtaining Member, family, or referral data;
• use bots, crawlers, scrapers, or other automated tools to access, copy, or download any part of the Platform;
• copy, export, or compile directory listings, Member contact information, reviews, or referral data, other than referrals sent to you;
• use Platform data to build, supply, or market a competing directory, referral network, or lead list; or
• use Platform data to solicit Members or families for any purpose other than responding to a referral.

8.8 Consequences. If we reasonably believe you have violated Section 8.7, we may immediately terminate your membership without a refund, notwithstanding Section 6.3. You must delete all data obtained in violation of Section 8.7 and confirm the deletion in writing. We may also seek injunctive relief in any court of competent jurisdiction, in addition to any other remedy, and Section 17 does not limit that right.

9.1 When placement agents disagree about which agent first referred a client to a participating community, the community or either agent may request a Priority Record.

9.2 The fee is $20 per request, paid by the requester when the request is made. We will notify the other parties that a record was requested.

9.3 We will email the record within 5 business days. It lists every referral to that community submitted through the Platform that matches the client's name, phone number, or email, with the date and time each was submitted and the sending agent. Aged referrals keep their original timestamp. The community decides which entries refer to the same person.

9.4 The record will include any Representation Preference request (Section 10) on file for that client.

9.5 Evidence only. A Priority Record reflects only activity on the Platform. It is information to help the parties resolve their dispute. It does not determine priority, commission, or payment, and it does not account for contact off the Platform. Any priority window, commission, or payment obligation is governed only by the agreements between the agents and the community. Mildred does not resolve disputes between Members.

10.1 A family may ask that a particular placement agent who is a Member not represent them (a "Representation Preference request"), including an agent who made the first referral.

10.2 We verify each request through the contact information on the original referral, or by manual review when submitted by an authorized representative.

10.3 We record each verified request, notify the named agent and the communities that received that agent's referral for the family, and include it in any Priority Record.

10.4 Not binding. A Representation Preference request records the family's stated preference. It does not cancel any contract and does not determine whether any fee or payment is owed. A community may still have a legal obligation to pay an agent under its own agreement. The contracting parties must make their own determinations.

10.5 Members may not submit, draft, or pressure a family into submitting a Representation Preference request. A Member named by the family as their chosen agent will be notified of the request.

11.1 Your content. You are responsible for your listing content, including descriptions, photos, logos, pricing, and availability. It must be accurate, current, and lawful.

11.2 Photos of people. By uploading any photo showing a person, you certify that you have that person's express permission to use their likeness.

11.3 Our additions. We may add public information to your listing, such as Google business listings, state and federal inspection or enforcement reports, and social media pages. You may not hide or remove this information. If you believe it is inaccurate, contact us and we will review it.

11.4 Removal. We may remove any content we find inappropriate, inaccurate, or in violation of these Terms.

11.5 Reviews. Members and families may review Members. We may display ratings from third-party platforms as those platforms permit. We remove reviews only under neutral criteria applied equally to positive and negative reviews: suspected fake reviews, reviews by someone with a conflict of interest who does not disclose it, content that is unlawful, harassing, or discriminatory, reviews containing personal or health information, or reviews unrelated to the Member's services.

11.6 You may not post fake reviews, pay for or incentivize reviews without disclosure, or pressure anyone to change or remove a review. When responding to reviews, you may not disclose any client's health or personal information.

You grant us a non-exclusive, royalty-free license to display, reproduce, and distribute your name, logo, listing content, and testimonials on the Platform and in our marketing, during your membership and for a reasonable time after it ends for materials already produced.

We keep referral records, including timestamps, for 7 years after the referral date to support Priority Records and meet legal obligations. Our Privacy Policy describes how we handle personal information.

14.1 Mildred is owned by Barclay-White Investments, Inc., which also owns Assisted Living Finders, LLC (d/b/a CareWise), a placement agency, and Stress Free Transitions, LLC, which purchases assets to help people fund care needs.

14.2 An affiliate that joins the Platform as a Member pays the same fees, follows the same referral rules, and receives no advantage in search results, recommendations, referrals, or Priority Records. Priority Records are generated directly from Platform timestamps, the same way for every Member.

14.3 We do not share referral information or family information with any affiliate except as a Member receiving a referral through the Platform in the ordinary way, or with the person's consent.

15.1 Mildred does not rank or recommend Members based on fees paid or affiliation. If we begin ranking Members, for example by reviews, we will describe the criteria on the Platform.

15.2 Mildred's responses are general information, not medical, legal, or financial advice.

16.1 The Platform is provided "as is" and "as available." We do not guarantee any number of referrals, placements, or results, or that the Platform will be uninterrupted or error-free.

16.2 We do not verify every statement made by Members or families and are not responsible for their conduct, services, or agreements.

16.3 To the fullest extent allowed by law, our total liability for any claim relating to these Terms or the Platform is limited to the fees you paid us in the 3 months before the claim arose. We are not liable for indirect, incidental, consequential, special, or punitive damages, or lost profits.

16.4 You will defend, indemnify, and hold harmless Mildred and its affiliates, officers, and employees from claims arising from your services, your content, your referrals, your handling of referral data, your agreements with other Members or families, or your breach of these Terms or applicable law.

17.1 Any dispute between you and Mildred relating to these Terms or the Platform will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Maricopa County, Arizona.

17.2 Either party may bring an individual claim in small claims court instead.

17.3 Claims may be brought only individually, not as a class, collective, or representative action.

17.4 These Terms are governed by Arizona law.

18.1 We send notices about referrals, billing, and your account by email and in the Platform. You agree to receive these communications electronically.

18.2 If we offer text message notifications, you may opt in by providing a mobile number and agreeing to receive texts. Message and data rates may apply. You may opt out at any time by replying STOP.

19.1 We will give at least 30 days' notice by email and in-app banner of material changes, including changes to fees, cancellation, referral rules, or anything that reduces your rights. Minor or legally required changes take effect when posted.

19.2 Continuing to use the Platform after the notice period means you accept the change. If you object, you may cancel before the change takes effect without penalty.

These Terms, our Privacy Policy, and any Business Associate Agreement are the entire agreement between us about the Platform. If any provision is unenforceable, the rest remain in effect. You may not assign these Terms without our consent. Contact: Mildred Enterprises, LLC, 7014 E Camelback Rd, Suite B100A, Scottsdale, AZ 85251, support@askmildred.ai.