Terms of Service — ClearInsight AI, Inc.

1) Definitions

• Account: an instance provisioned to you by ClearInsight.
• Affiliates: any entity that controls, is controlled by, or is under common control with a party.
• Authorized User: any individual you authorize to access your Account (including employees, contractors, and providers) and to whom a unique user identifier is assigned.
• BAA: Business Associate Agreement executed between you and ClearInsight governing the handling of PHI under HIPAA.
• Customer Data: data submitted to or collected by the Services from or on your behalf, including PHI, Personal Information, files, messages, images, and metadata.
• De-Identified Data: data altered so that it is not reasonably capable of identifying an individual, meeting de-identification standards under applicable law.
• Documentation: usage guides, technical docs, admin and user manuals made available by ClearInsight.
• HIPAA: the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.
• Order: an online checkout, click-through enrollment, or mutually executed order form specifying your plan, term, and pricing.
• Personal Information: information that identifies or relates to an identified or identifiable individual, excluding PHI.
• PHI: protected health information as defined by HIPAA.
• Services: ClearInsight’s software platform for digital referrals, collaboration, scheduling, messaging, patient intake, analytics, APIs, mobile apps, websites, and related support.
• Site: our public websites.
• Third-Party Services: Products, services, or software not provided by ClearInsight that interoperate with the Services (e.g., EHR/PMS integrations, fax/SMS carriers, cloud storage, identity providers).

2) Structure and Order of Precedence

If there is any conflict among these Terms, an Order, the BAA, or a data processing addendum (if any), the following order of precedence applies:

• (a) the BAA (for PHI handling only)
• (b) a data processing addendum (for non-PHI personal data, where applicable)
• (c) the Order
• (d) these Terms

3) Account Registration and Eligibility

• 3.1) Registration. You must provide accurate Account information and keep it current. Each Authorized User must use unique credentials. You are responsible for actions taken through your Account.
• 3.2) Credentialing and Professional Use. Features intended for licensed healthcare professionals may require additional verification. We may suspend or revoke access if eligibility cannot be verified.
• 3.3) Administrative Controls. You control provisioning and de-provisioning of Authorized Users and role-based permissions.

4) License and Access

• 4.1) Grant. Subject to these Terms and your Order, ClearInsight grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term for your internal professional purposes.
• 4.2) Restrictions. You will not (and will not permit anyone to):
  • (a) copy, modify, translate, or create derivative works of the Services
  • (b) reverse engineer, decompile, or attempt to discover source code
  • (c) rent, lease, sell, or otherwise commercially exploit the Services other than as expressly permitted
  • (d) remove proprietary notices
  • (e) access the Services to build a competing product
  • (f) interfere with or disrupt the Services or their security.

5) Acceptable Use

You and your Authorized Users must not:

• (a) upload or transmit malware or unlawful content
• (b) attempt unauthorized access
• (c) burden infrastructure via abusive automated requests
• (d) misrepresent identity or affiliation
• (e) use the Services for spamming, illegal marketing, or harassment
• (f) violate telecommunications laws (e.g., TCPA) when using messaging features
• (g) use the Services in violation of applicable law. We may monitor for compliance and may suspend access for violations.

6) Clinical Decision Support and No Medical Advice

The Services may include collaboration tools, reminders, or informational content to support professional judgment; they are not a substitute for independent clinical decision-making and do not constitute medical advice. You are solely responsible for patient care decisions, obtaining necessary authorizations and consents, and configuring the Services to meet your clinical, privacy, and security obligations.

7) Your Responsibilities for Customer Data

• 7.1) Accuracy and Rights. You are responsible for the accuracy of Customer Data and for securing all necessary rights and consents to submit Customer Data to the Services and to enable our processing under these Terms and the BAA.
• 7.2) Minimum Necessary. You will only transmit the minimum necessary PHI to accomplish the intended purpose.
• 7.3) Specially Protected Data. You will not upload to the Services data subject to heightened restrictions (e.g., substance use disorder records under 42 C.F.R. Part 2, genetic data with special state restrictions, or biometric templates) unless expressly permitted by the BAA and enabled by the Services for that purpose.
• 7.4) Retention. You are responsible for retaining medical or business records as required by law. The Services are not a replacement for your legal record retention obligations.

8) HIPAA, Privacy Policy, and the BAA

• 8.1) Separate Documents. PHI handling is governed by the BAA executed between you and ClearInsight. Matters involving Personal Information (non-PHI) are governed by our Privacy Policy.
• 8.2) Precedence. If the BAA conflicts with these Terms regarding PHI, the BAA controls.
• 8.3) Security. We implement administrative, physical, and technical safeguards appropriate to the Services. You must implement complementary controls within your environment (endpoint security, access management, staff training, etc.).

9) De-Identified and Aggregated Data for Service Improvement

• 9.1) Creation and Use. We may de-identify Customer Data in compliance with applicable law and use De-Identified Data to maintain, secure, and improve the Services; develop features (including AI/ML); and generate analytics and benchmarks.
• 9.2) Ownership of De-Identified Data. As consideration for the Services, ClearInsight owns De-Identified Data it creates from Customer Data, without attribution and without limitation, provided no individual is identified or reasonably identifiable.
• 9.3) Aggregates. We may compile statistical information derived from Customer Data and usage for reporting and product development, provided it does not identify you or any individual.

10) Intellectual Property and Feedback

• 10.1) ClearInsight IP. We and our licensors own the Services and all related intellectual property. No rights are granted except as expressly stated.
• 10.2) Customer Content. As between the parties, you retain ownership of Customer Data.
• 10.3) Feedback License. If you provide ideas or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or obligation.

11) Third-Party Services and Carriers

• 11.1) Integrations. The Services may interoperate with Third-Party Services (e.g., EHR/PMS connectors, eFax, SMS, identity providers). Your use of Third-Party Services is governed by their terms and privacy policies. We are not responsible for Third-Party Services or their acts/omissions.
• 11.2) Carrier Lines. Transmission occurs over networks (internet backbones, telephone carriers, ISPs) outside our control. We are not responsible for delays, failures, interceptions, or data loss occurring on carrier lines.
• 11.3) Open Source. The Services may include open-source components subject to applicable licenses, which do not restrict your use of the Services as provided herein.

12) Messaging, Fax, and Communications Features

• 12.1) Compliance. If you use SMS, MMS, email, voice, or fax features, you must obtain all required consents and provide legally required opt-outs. For SMS, standard carrier rates apply; recipients can reply STOP to opt out and HELP for assistance.
• 12.2) Deliverability. We do not guarantee delivery by carriers or inbox providers. You are responsible for message content and timing.
• 12.3) Phone Numbers. We may provision numbers for your use; numbers may change due to carrier requirements.

13) Plans, Fees, and Payment

• 13.1) Plans and Orders. Fees, term length, and permitted usage (including allowances/quotas and any overage rates) are stated in your Order or Admin Console.
• 13.2) Billing. Unless otherwise stated in the Order, fees are billed in advance; overages and add-ons are billed in arrears. All amounts are due net 30 days from invoice.
• 13.3) Changes. We may modify pricing or material commercial terms with at least 30 days’ notice (via email or Admin Console). If you object, you may terminate at the end of the then-current billing period.
• 13.4) Taxes. Fees are exclusive of taxes; you are responsible for taxes except those on our income.
• 13.5) Non-Payment. Late amounts may accrue interest at 1.5% per month (or the maximum allowed by law). We may suspend or limit Services for past-due accounts after reasonable notice.

14) Term, Renewal, and Termination

• 14.1) Term and Renewal. The initial term is stated in your Order and renews for successive terms of equal length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term (or as otherwise stated in the Order).
• 14.2) Termination for Cause. Either party may terminate for material breach if the breach remains uncured 30 days after written notice. We may suspend access immediately for security threats, suspected unlawful activity, or material AUP violations.
• 14.3) Effect of Termination. Upon termination or expiration, your right to use the Services ends. You remain responsible for fees accrued and any committed fees through the end of the term unless termination is for our uncured material breach.

15) Data Export and Post-Termination

For 30 days after termination (unless otherwise required by law or the BAA), you may request an export of Customer Data from the Admin Console in a commercially reasonable format (e.g., CSV, JSON, or an available HL7 FHIR export). We may retain copies as required by law, to comply with legal process, to enforce rights, or as otherwise described in the BAA and our Privacy Policy.

16) Confidentiality

Each party may access the other’s non-public information identified as confidential or that should reasonably be understood to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform under this Agreement, protect it with reasonable care, and not disclose it to third parties except to its personnel, Affiliates, and subprocessors who have a need to know and are bound by confidentiality obligations at least as protective. Confidentiality duties do not apply to information that is public through no breach, already known, independently developed, or rightfully received from a third party. Breach of confidentiality may cause irreparable harm and entitle the disclosing party to injunctive relief.

17) Security Incidents and Notice

We maintain a security program appropriate to the Services. If we become aware of a Security Incident affecting Customer Data in our possession or control, we will notify you without undue delay and provide information reasonably available for you to meet applicable notice obligations, consistent with law enforcement and our security needs.

18) Warranties and Disclaimers

• 18.1) Mutual Warranty. Each party represents that it has authority to enter into this Agreement.
• 18.2) Service Warranty. We warrant that the Services will materially conform to the Documentation during the Term. Your exclusive remedy for breach of this warranty is re-performance of the Services or, if we cannot cure within a reasonable period, a prorated refund of prepaid fees for the affected period.
• 18.3) General Disclaimers. Except as expressly stated, the Services and all related content are provided “AS IS” and “AS AVAILABLE.” We disclaim all other warranties (express, implied, or statutory) including merchantability, fitness for a particular purpose, non-infringement, and that the Services will be error-free, uninterrupted, or meet your requirements. You are solely responsible for use of information obtained through the Services and for validating outputs before reliance in clinical or operational contexts.

19) Limitation of Liability

• 19.1) Exclusion of Certain Damages. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages; lost profits, revenues, goodwill, or data; or business interruption, even if advised of the possibility.
• 19.2) Cap. Except for,
  • (a) your payment obligations
  • (b) your breach of Section 5 (Acceptable Use) or Section 16 (Confidentiality)
  • (c) your indemnification obligations, each party’s total liability arising out of or relating to this Agreement will not exceed the amounts paid or payable by you to ClearInsight for the Services giving rise to the claim in the six (6) months preceding the event giving rise to liability.
• 19.3) Allocations of Risk. These limitations reflect the parties’ bargained-for allocation of risk.

20) Indemnification

• 20.1) By ClearInsight (IP). We will defend and indemnify you against third-party claims alleging that the Services, as provided by us and used according to these Terms, infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret. We may at our option
  • (i) procure rights to continue using the Services,
  • (ii) modify the Services to be non-infringing, or
  • (iii) terminate the affected features and refund any prepaid, unused fees. We have no obligation for claims arising from combinations with non-ClearInsight items, modifications not made by us, or use in violation of these Terms.
• 20.2) By Customer. You will defend and indemnify ClearInsight and our Affiliates against claims arising from
  • (i) Customer Data (including alleged privacy, consent, or intellectual-property violations),
  • (ii) your or your Users’ use of the Services in violation of law or these Terms, or
  • (iii) your clinical or professional services.
• 20.3) Process. The indemnified party must promptly notify the indemnifying party, grant control of the defense/settlement, and reasonably cooperate. No settlement may impose obligations other than payment without consent.

21) Government Use, Export Controls, and Sanctions

The Services are commercial computer software. Government users obtain only the rights set forth in these Terms. You will comply with U.S. and international export, re-export, and sanctions laws; you represent that you are not listed on any U.S. government denied-party list and will not use the Services in embargoed destinations or prohibited end-uses.

22) High-Risk Activities

The Services are not designed for use in high-risk environments requiring fail-safe performance (e.g., life support, emergency navigation). You assume all risk for such uses.

23) Publicity

We may identify you (name and logo) as a customer in lists and marketing materials. You may opt out at any time by notifying us; we will cease new uses within a commercially reasonable period.

24) Changes to the Services and Terms

We may enhance or modify features. If we make a change that materially reduces core functionality for your then-current paid plan, we will provide at least 15 days’ notice. We may update these Terms; for changes that materially affect pricing or your rights, we will provide at least 30 days’ notice via email or the Admin Console. Continued use after the effective date constitutes acceptance.

25) Beta, Trial, and Early-Access Features

We may offer pre-release features labeled as “Beta,” “Preview,” or similar. Such features are provided AS IS, may be modified or discontinued at any time, and are excluded from SLAs or support commitments.

26) Assignment and Subcontracting

Neither party may assign this Agreement without the other’s consent, except either party may assign to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, with notice. We may engage subcontractors, including cloud providers and integration partners, and remain responsible for their performance.

27) Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control (including natural disasters, labor disputes, power or internet failures, acts of government, war, terrorism, and epidemics), provided it uses commercially reasonable efforts to mitigate and resume performance.

28) Notices

29) Governing Law, Arbitration, and Class Action Waiver

• 29.1) Law and Venue. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules.
• 29.2) Arbitration. Any dispute arising out of or relating to this Agreement or the Services will be resolved by binding arbitration in Wilmington, Delaware, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules by a single arbitrator. The award may be entered in any court of competent jurisdiction.
• 29.3) Injunctive Relief. Either party may seek temporary or injunctive relief in court to protect Confidential Information or intellectual property.
• 29.4) Class Actions and Jury Trial Waiver. Disputes will be conducted only on an individual basis; class, collective, and representative actions are waived. The parties waive any right to a jury trial to the extent permitted by law.

30) Miscellaneous

• 30.1) Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary; the remainder remains in effect.
• 30.2) No Waiver. Failure to enforce is not a waiver.
• 30.3) Independent Contractors. The parties are independent contractors; no agency, partnership, or joint venture is created.
• 30.4) Entire Agreement. This Agreement, together with the Order(s), the BAA (if executed), the Privacy Policy, and any incorporated policies referenced herein, constitutes the entire agreement and supersedes prior or contemporaneous agreements on the subject matter.
• 30.5) Headings. Headings are for convenience only.
• 30.6) Authority. Each signatory represents that they have authority to bind their party.

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM.

Contact

For Questions about these Terms: 302-894-8922 (Customer Support) or the contact channel listed in your Admin Console.