Terms of service

1. Agreement to terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Clarity Care, Inc. ("Clarity," "we," "our," or "us") governing your access to and use of our website and Services. By accessing or using our Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

If you do not agree to these Terms, you must not access or use our Services. We reserve the right to update these Terms at any time, and your continued use of the Services constitutes acceptance of any changes.

2. Description of service

Clarityprovides a software platform for post-acute admissions decision support, including tools for referral review, clinical screening, financial analysis, and care-setting recommendations (the "Services"). The platform is designed to assist qualified healthcare professionals in evaluating patient referrals and is intended to augment, not replace, professional clinical judgment.

The Services are a decision-support tool only. All clinical, financial, and operational decisions remain the sole responsibility of the licensed professionals and organizations using the platform. Clarity does not practice medicine, provide medical advice, or make binding admissions determinations.

We reserve the right to modify, suspend, or discontinue any feature of the Services at any time with reasonable notice.

3. Accounts and eligibility

To access the Services, you must create an account using accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must promptly notify us of any unauthorized access or suspected security breach.

The Services are intended for use by healthcare organizations and qualified healthcare professionals. By creating an account, you represent that you are at least 18 years of age, have the legal capacity to enter into these Terms, and are authorized to represent the organization on whose behalf you are accessing the Services.

4. Acceptable use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not use the Services in any way that violates applicable federal, state, or local law or regulation, including HIPAA and other applicable healthcare privacy and security laws.

• Do not attempt to gain unauthorized access to any portion of the Services or related systems.
• Do not use the Services to transmit malware, spam, or other harmful content.
• Do not reverse engineer, decompile, or disassemble any part of the Services.
• Do not use the Services in a manner that could impair, overburden, or damage our infrastructure.
• Do not resell, sublicense, or otherwise transfer access to the Services without our prior written consent.

We reserve the right to suspend or terminate accounts that violate these acceptable use obligations.

5. Customer data and responsibilities

You retain all ownership rights to data you upload, submit, or transmit through the Services ("Customer Data"). You grant Clarity a limited, non-exclusive license to process Customer Data solely to provide the Services to you.

You are solely responsible for the accuracy, quality, and legality of Customer Data, and for obtaining all necessary authorizations and consents before submitting data to the Services — including patient authorizations and any authorizations required under HIPAA, state privacy laws, or other applicable regulations.

Where Customer Data includes protected health information (PHI) as defined under HIPAA, processing of such data is governed by a separately executed Business Associate Agreement (BAA). Covered-entity customers must have a signed BAA in place before transmitting PHI to the Services.

6. Intellectual property

The Services, including all software, algorithms, models, designs, text, graphics, and other content provided by Clarity, are owned by or licensed to Clarity Care, Inc. and are protected by copyright, trade secret, and other intellectual property laws. Nothing in these Terms transfers ownership of any Clarity intellectual property to you.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your subscription. Feedback or suggestions you provide regarding the Services may be used by us without restriction or compensation.

7. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

The Services are not a substitute for professional medical advice, diagnosis, or treatment. All recommendations generated by the platform are for informational and decision-support purposes only. Human review by qualified healthcare professionals is required before acting on any output of the Services.

We do not warrant that the Services will be uninterrupted, error-free, or free of viruses or other harmful components, or that defects will be corrected.

8. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLARITY CARE, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. Termination

Either party may terminate these Terms and your access to the Services upon written notice. We may suspend or terminate your access immediately if you materially breach these Terms or if we believe your use poses a risk to the security or integrity of the Services or to other users.

Upon termination, your right to access the Services will immediately cease. Sections that by their nature should survive termination — including intellectual property, disclaimers, limitation of liability, and governing law — will survive.

10. Governing law

These Terms are governed by and construed in accordance with the laws of [PLACEHOLDER — jurisdiction to be determined by counsel], without regard to its conflict-of-law provisions. Any disputes arising under these Terms will be subject to the exclusive jurisdiction of the courts located in the jurisdiction designated by counsel.

11. Changes to these terms

We may revise these Terms from time to time. When we make material changes, we will update the "Last updated" date at the top of this page and notify you by email or via a notice in the Services at least 30 days before the changes take effect, where practicable.

Your continued use of the Services after revised Terms become effective constitutes your acceptance of those changes. If you do not agree to the revised Terms, you must stop using the Services.

12. Contact us

Questions about these Terms? Reach us at:

Clarity Care, Inc.
Email: hello@claritycare.health