For the purposes of these Terms, the following definitions apply throughout this agreement:

By accessing or using the Platform, Subscriber and each Authorized User acknowledge that they have read, understood, and agree to be bound by these Terms of Service, as well as our Privacy Policy and any applicable Order Form or Subscription Agreement.

If you are entering into these Terms on behalf of a healthcare organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not have such authority, you may not access or use the Platform.

Subject to these Terms and timely payment of all applicable fees, ClarityComply, Inc. grants Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for Subscriber's internal healthcare operations during the subscription term.

This license does not include the right to sublicense, resell, redistribute, or otherwise make the Platform available to third parties outside of Subscriber's employed or contracted staff.

ClarityComply reserves the right to modify, suspend, or discontinue any aspect of the Platform at any time, with reasonable notice provided to Subscribers where material changes affect core functionality.

The Platform is licensed exclusively for the following permitted uses:

All use must comply with applicable federal, state, and local laws, including HIPAA where protected health information is involved, and all applicable healthcare regulatory standards.

Subscriber and all Authorized Users are expressly prohibited from:

The Platform is an operational decision-support tool, not a replacement for professional clinical judgment. ClarityComply does not practice medicine, nursing, or any licensed healthcare profession, and no Operational Guidance constitutes medical advice, diagnosis, or treatment recommendation.

Subscriber accepts full responsibility for ensuring that all clinical decisions made using Platform guidance are reviewed and validated by appropriately qualified personnel in accordance with the Subscriber's own clinical governance standards and applicable regulatory requirements.

Decision flows and scenario guidance are based on publicly available regulatory standards, manufacturer IFUs, and general best practices at the time of authorship. ClarityComply makes reasonable efforts to maintain current content but cannot guarantee that all guidance reflects the most recently published standards at any given moment.

ClarityComply processes Subscriber Data solely to provide and improve the Platform services as described in our Privacy Policy. We do not sell, rent, or share Subscriber Data with third parties for marketing purposes.

Subscriber retains ownership of all Subscriber Data. ClarityComply's right to use Subscriber Data is limited to what is necessary to operate, maintain, and improve the Platform during the term of the subscription.

Subscriber is responsible for ensuring that any data entered into the Platform complies with HIPAA, HITECH, and all other applicable privacy regulations. Subscribers requiring a Business Associate Agreement (BAA) must request one prior to inputting any protected health information.

Upon termination of the subscription, ClarityComply will provide Subscriber with a data export in a standard format within 30 days, after which Subscriber Data will be deleted from our systems in accordance with our data retention policy.

The Platform, including its decision flow engine, scenario library, user interface, documentation templates, and all underlying software, algorithms, and methodology, constitutes the proprietary intellectual property of ClarityComply, Inc. and is protected by applicable copyright, trade secret, and intellectual property laws.

Nothing in these Terms transfers any intellectual property rights to Subscriber. The license granted herein is limited to the right to use the Platform as described and does not include any ownership interest.

Feedback, suggestions, or improvement ideas submitted by Subscriber or Authorized Users may be used by ClarityComply without restriction, compensation, or attribution.

Subscription fees are as specified in the applicable Order Form or Subscription Agreement. Fees are billed monthly or annually in advance, are non-refundable except as expressly stated, and are subject to change upon 60 days' written notice.

Invoices are due within 30 days of issuance. Overdue balances accrue interest at 1.5% per month. ClarityComply reserves the right to suspend access for accounts more than 30 days past due, and to terminate for accounts more than 60 days past due, without liability.

Subscriber is responsible for all applicable taxes, levies, and duties arising from the subscription, excluding taxes on ClarityComply's net income.

These Terms remain in effect for the duration of the subscription term as specified in the Order Form, and renew automatically unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 14 days of receiving written notice.

ClarityComply may terminate or suspend access immediately and without notice for violations of Section 5 (Prohibited Use), non-payment, or conduct that poses a security risk to the Platform or other subscribers.

Upon termination for any reason, Subscriber's license to use the Platform ceases immediately. Provisions that by their nature should survive termination — including Sections 8, 11, 12, 13, and 14 — shall survive.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, CLARITYCOMPLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ClarityComply does not warrant that the Platform will be uninterrupted, error-free, or free from harmful components. ClarityComply does not warrant that Operational Guidance will be complete, accurate, or current at all times, or that it will satisfy all applicable regulatory requirements in Subscriber's jurisdiction.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLARITYCOMPLY, INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COSTS OF SUBSTITUTE SERVICES.

ClarityComply's total aggregate liability for any claims arising from or related to these Terms or the Platform shall not exceed the total fees paid by Subscriber in the twelve (12) months immediately preceding the claim.

These limitations apply regardless of the theory of liability — contract, tort, strict liability, or otherwise — and regardless of whether ClarityComply has been advised of the possibility of such damages.

Subscriber agrees to defend, indemnify, and hold harmless ClarityComply, Inc. and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.

Any claims must be brought within one (1) year of the date the claim arose, after which all such claims are permanently barred. Both parties waive the right to a jury trial to the fullest extent permitted by law.

ClarityComply reserves the right to modify these Terms at any time. Material changes will be communicated to Subscribers via email or in-Platform notification at least 30 days prior to the effective date of the change.

Non-material clarifications, typographic corrections, or formatting changes may be made at any time without notice. The current version of these Terms is always accessible at claritycomply.com/legal/terms.

Continued use of the Platform after the effective date of any modification constitutes Subscriber's acceptance of the revised Terms. If Subscriber does not agree to the modified Terms, it must cease use of the Platform and provide written notice of termination.

For questions about these Terms, data requests, legal notices, or to request a Business Associate Agreement, please contact us through any of the following: