The language below is a plain-English scaffold covering the sections a healthcare-SaaS Terms of Service typically addresses. Every clause is a starting point for your attorney to revise, expand, or replace — particularly the liability, warranty, indemnification, and healthcare-specific provisions, which carry real risk and must be drafted by counsel familiar with your jurisdiction and customer base.
These Terms of Service ("Terms") govern access to and use of the ClarityComply platform, websites, and related services (together, the "Service"), provided by ClarityComply, Inc. ("ClarityComply," "we," or "us"). By accessing or using the Service, or by signing an order form or agreement that references these Terms, the customer ("Customer" or "you") agrees to be bound by them.
Where a separately signed master services agreement, order form, or enterprise agreement exists between you and ClarityComply, that document controls to the extent it conflicts with these Terms.
ClarityComply provides an operational decision-intelligence platform for reprocessing and related healthcare workflows. The Service guides users through decision workflows, surfaces referenced standards and instructions for use (IFUs), and generates records of the decisions and actions taken.
The Service is a decision-support and documentation tool. It does not operate, control, monitor, or connect to sterilization or processing equipment by default, and it does not replace the professional judgment of trained staff. Equipment or system integrations, where offered, are described in the applicable order form.
As between the parties, you retain all rights to the data and records you create or upload through the Service ("Customer Data"), including the compliance records generated by your workflows. We process Customer Data to provide and improve the Service, subject to these Terms and any applicable data-processing or business associate agreement.
You are responsible for the accuracy and lawfulness of the content you upload, including any manufacturer IFUs or policy documents, and you represent that you have the rights necessary to upload and use them within the Service.
Where the parties have executed a HIPAA Business Associate Agreement ("BAA"), that BAA governs with respect to Protected Health Information to the extent it conflicts with these Terms.
Counsel to address: permitted use of de-identified/aggregated data, data-retention and deletion obligations, and data-residency commitments for public-sector or international customers.
You agree not to: (a) use the Service in violation of applicable law or regulation; (b) attempt to gain unauthorized access to the Service or its systems; (c) reverse engineer, copy, or create derivative works from the Service except as permitted by law; (d) resell or provide the Service to third parties outside your organization without authorization; or (e) upload malicious code or content that infringes the rights of others.
Where you participate in an evaluation or trial period, the fee, duration, and conversion terms are those stated at sign-up or in your order form. Unless otherwise agreed in writing, evaluation fees and conversion terms are as communicated at the time of enrollment.
Counsel to confirm these match current commercial evaluation structures and any enterprise trial arrangements.
The Service supports, but does not replace, the professional judgment of qualified personnel. Guidance, citations, and records provided through the Service are informational tools to assist trained staff in following applicable standards and procedures. ClarityComply does not provide medical, clinical, legal, or regulatory advice, and does not guarantee any specific compliance, accreditation, or survey outcome. You remain solely responsible for your operations, clinical decisions, and regulatory obligations.
The Service, including its software, decision flows, interfaces, and content (excluding Customer Data and third-party materials), is owned by ClarityComply and protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription for your internal business purposes. No other rights are granted.
If you provide feedback or suggestions, we may use them to improve the Service without obligation to you.
Each party may access confidential information of the other. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors bound by confidentiality obligations, or as required by law.
We will provide the Service with reasonable skill and care. Except as expressly stated, the Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
Counsel to draft the operative warranty and disclaimer language. This section carries significant risk in a healthcare context and should not be published as-is.
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, and each party's aggregate liability arising out of or relating to these Terms will be limited to the fees paid by Customer to ClarityComply in the twelve (12) months preceding the claim.
Counsel to set the liability cap and carve-outs (e.g., for confidentiality breaches, indemnification, or willful misconduct) appropriate to your risk posture and customer contracts.
Each party will defend, indemnify, and hold harmless the other party, its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising out of (i) the indemnifying party's breach of this Agreement, (ii) its violation of applicable law, or (iii) its gross negligence or willful misconduct. The indemnified party must promptly notify the indemnifying party of any claim, reasonably cooperate in the defense, and permit the indemnifying party to control the defense and settlement, provided that no settlement admits liability or imposes obligations on the indemnified party without its prior written consent.
We may update these Terms from time to time. Material changes will be communicated through the Service or by email. Your continued use after changes take effect constitutes acceptance, except where a signed agreement provides otherwise.
These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Ohio, except where a signed agreement provides for arbitration or another venue.
Questions about these Terms can be directed to:
ClarityComply, Inc.
start@claritycomply.com
See also the Privacy Policy and Security & Trust pages.