Terms of Service

These Terms of Service ("Terms") govern access to and use of the clinicalself electronic health record platform ("Services") operated by clinicalself ("Company," "we," "us," or "our"). By accessing or using the Services, you agree to be bound by these Terms.

1. Eligibility and Authorized Use

The Services are intended solely for use by:

• Licensed healthcare providers
• Covered entities and their workforce members
• Authorized business associates

You represent that you are legally authorized to use the Services and that all access credentials issued to you are used only by authorized individuals.

2. Relationship Under HIPAA

When providing the Services, the Company acts as a Business Associate under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as applicable.

Where required, the parties will enter into a Business Associate Agreement ("BAA"), which governs the handling of Protected Health Information ("PHI"). In the event of a conflict, the BAA controls with respect to PHI.

3. Account Registration and Security

You are responsible for:

• Maintaining the confidentiality of login credentials
• Ensuring that only authorized users access the Services
• Immediately notifying us of any suspected unauthorized access

We may suspend or terminate access to protect system security or maintain compliance.

4. Use of the Services

You agree to use the Services only for lawful healthcare, administrative, or operational purposes and in compliance with all applicable laws and regulations, including HIPAA and state privacy laws.

You may not:

• Access or disclose PHI without authorization
• Attempt to bypass security controls
• Use the Services for unlawful, fraudulent, or abusive purposes
• Reverse engineer or disrupt the Services

5. Customer Data and PHI

a. Ownership

You retain all rights to data and PHI you input into the Services ("Customer Data"). We do not claim ownership of Customer Data.

b. Use of Data

We may use Customer Data solely to:

• Provide and support the Services
• Fulfill contractual obligations
• Comply with legal requirements

We do not sell or use PHI for marketing.

6. Data Security and Safeguards

We implement administrative, physical, and technical safeguards designed to protect PHI, including encryption, access controls, and audit logging.

No system is completely secure. You acknowledge that residual risk exists and agree to follow security best practices within your organization.

7. Availability and Modifications

We strive to maintain service availability but do not guarantee uninterrupted access. We may:

• Perform maintenance or updates
• Modify features to improve performance or compliance
• Suspend access during security incidents

8. Fees and Payment (If Applicable)

If fees apply:

• Fees are described in your order form or subscription agreement
• Payments are non-refundable unless otherwise stated
• Failure to pay may result in suspension or termination

9. Intellectual Property

The Services, software, and related materials are owned by the Company and protected by intellectual property laws. No rights are granted except as expressly stated in these Terms.

10. Termination

Either party may terminate access in accordance with applicable agreements. Upon termination:

• Access to the Services will cease
• PHI will be returned or destroyed as required by HIPAA and the BAA
• Certain provisions (including security, limitation of liability, and indemnification) survive

11. Disclaimers

The Services are provided "as is" and "as available." We do not provide medical advice and do not guarantee clinical outcomes. Providers remain solely responsible for medical decisions and patient care.

12. Limitation of Liability

To the maximum extent permitted by law, the Company shall not be liable for:

• Indirect, incidental, or consequential damages
• Loss of profits, data, or goodwill

Our total liability shall not exceed the amounts paid for the Services during the twelve (12) months preceding the claim.

13. Indemnification

You agree to indemnify and hold the Company harmless from claims arising out of:

• Your misuse of the Services
• Violation of applicable laws
• Unauthorized disclosure of PHI by your users

14. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any legal action shall be brought in the courts located in that jurisdiction.

15. Changes to These Terms

We may update these Terms from time to time. Updated Terms will be posted with a revised "Last Updated" date. Continued use of the Services constitutes acceptance of the updated Terms.

16. Contact Information

For questions regarding these Terms, contact: