1. Acceptance of Terms

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. By creating an account, accessing, or using any part of the Clerie platform ("Services"), you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service ("Terms" or "Agreement"). This Agreement is entered into between you and Tynaco, LLC, a Utah limited liability company doing business as Clerie ("Clerie," "we," "us," or "our").

If you are entering into this Agreement on behalf of a company, organization, or other legal entity ("Organization"), you represent and warrant that you have the authority to bind that Organization to these Terms, and "you" and "your" will refer to both you individually and the Organization
You must be at least 18 years of age to use the Services. If you are under 18, you may only use the Services with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms
We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website or by sending you an email. Your continued use of the Services after such notice constitutes acceptance of the modified Terms
If you do not agree to these Terms, you must immediately stop using the Services and close your account. By continuing to use the Services, you affirm your acceptance of these Terms in their entirety

2. Definitions

The following definitions apply throughout these Terms of Service:

"Account" means the user account created to access and use the Services, including all associated credentials and settings
"Account Owner" means the individual who created the Account and is responsible for its administration and compliance with these Terms
"Client" means any patient, customer, or individual receiving services from an Organization or healthcare provider using the Services
"Client Portal" means the client-facing interface of the Services through which Clients may access their information, complete intake forms, communicate with providers, and manage appointments
"Content" means all templates, forms, educational materials, and other information provided by Clerie through the Services
"Dispute" means any controversy, claim, or disagreement arising out of or relating to these Terms or the Services
"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and all regulations promulgated thereunder
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights recognized in any jurisdiction
"Organization" means any practice, clinic, company, or entity that uses the Services to provide healthcare or related services
"Payment Data" means credit card numbers, debit card numbers, bank account information, and other payment-related information
"Personal Information" means information that identifies, relates to, describes, or could reasonably be linked to a particular individual
"Protected Health Information" or "PHI" has the meaning set forth in HIPAA and includes any health information that can be linked to an individual
"Services" means the Clerie platform, software, applications, features, and all related services provided by Clerie
"Team Member" means any employee, contractor, agent, or other individual who has been granted access to an Organization's Account
"Telehealth" means the delivery of healthcare services using audio, video, or other electronic communications technology
"User Data" means all data, information, and content uploaded to, created through, or generated by your use of the Services, including PHI, clinical documentation, billing records, and communications

3. Account Registration and Verification

To use the Services, you must create an Account and provide accurate, complete, and current information. You are responsible for maintaining the accuracy of your Account information.

You must provide truthful and accurate information during registration, including your legal name, email address, professional credentials, and any other requested information. Providing false or misleading information is grounds for immediate termination
We may verify your identity, professional credentials, and licensure status. You authorize us to make inquiries to verify this information, and you agree to cooperate with any such verification requests
If you are a licensed healthcare provider, you represent that your license is current, valid, and in good standing, and you agree to notify us immediately if your licensure status changes
If you create an Account for a minor Client (under 18), you represent that you have proper legal authority (such as parental rights or legal guardianship) to create the Account and consent to these Terms on behalf of the minor

4. Account Access and Territory

The Services are intended for use within the United States. Access from other jurisdictions may be subject to additional limitations.

The Services are designed for and primarily intended for use within the United States. We make no representations that the Services are appropriate or available for use in other locations
If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with all applicable local laws, including but not limited to data protection and privacy laws
We reserve the right to limit or restrict access to the Services based on geographic location or other factors at our sole discretion
You are solely responsible for ensuring that your use of the Services complies with all applicable federal, state, and local laws and regulations in your jurisdiction

5. Responsibility for Account Use

You are responsible for all activities that occur under your Account, including the actions of any Team Members or other individuals you authorize to access your Account.

The Account Owner and the Organization (if applicable) are jointly and severally liable for all activities conducted through the Account, all fees incurred, and all compliance with these Terms
You are responsible for the actions of all Team Members and must ensure they understand and comply with these Terms. Violations by Team Members may result in suspension or termination of your Account
You must immediately notify us of any unauthorized use of your Account or any other security breach. We are not liable for any loss resulting from unauthorized use of your Account credentials
We reserve the right to suspend or revoke access for any Team Member or user who violates these Terms, regardless of whether the Account Owner was aware of the violation

6. Account Credentials and Security

You are responsible for maintaining the confidentiality and security of your Account credentials. Each user must have their own unique login credentials.

You must keep your password confidential and not share it with any other person. You are fully responsible for all activities that occur using your credentials
Each Team Member must have their own unique login credentials. Sharing of credentials between multiple individuals is strictly prohibited and may result in Account termination
You must use a strong password and enable multi-factor authentication when available. We recommend using passwords that are at least 12 characters long and include a mix of letters, numbers, and special characters
If you believe your credentials have been compromised, you must immediately change your password and notify us at security@clerie.ai. Failure to do so may result in your liability for unauthorized account activity
We may require you to change your password periodically or implement additional security measures at our discretion to protect the integrity of the Services

7. Service Description

Clerie provides a HIPAA-compliant electronic health record (EHR) platform designed for mental health practices. The Services include the following features and capabilities:

Clinical Documentation and Treatment Planning: Comprehensive tools for creating, managing, and storing clinical documentation including progress notes, treatment plans, assessments, and other clinical records
AI-Powered Features: Artificial intelligence capabilities including session transcription, automated note generation, clinical decision support, and analytics to assist healthcare providers in their clinical work
Secure Communication: HIPAA-compliant messaging, file sharing, and communication tools for providers, Team Members, and Clients
Telehealth: Integrated video and audio conferencing capabilities for remote therapy sessions and consultations
Insurance Billing and Claims Processing: Tools for insurance verification, claims submission (837P), electronic remittance advice (835/ERA) processing, and patient billing
Client Portal and Intake Management: Client-facing interface for scheduling, intake forms, document signing, payment processing, and secure communication with providers
Practice Management: Scheduling, calendar management, task tracking, and administrative tools to support practice operations

8. AI Technology Framework

Our platform utilizes artificial intelligence (AI) technology to enhance clinical workflows and provide decision support. You understand and agree to the following regarding our AI features:

AI features are designed to provide clinical decision support and assistance, not to provide independent diagnoses, treatment recommendations, or clinical conclusions. AI-generated content is intended as a starting point that requires professional review and validation
All AI-generated content, including transcriptions, note suggestions, and clinical insights, must be reviewed, verified, and approved by a qualified healthcare provider before being finalized or relied upon for clinical purposes
AI features do not replace clinical judgment. You remain solely responsible for all clinical decisions, diagnoses, treatment plans, and patient care. Clerie is not responsible for clinical outcomes
We regularly audit and update our AI algorithms to improve accuracy and performance. AI outputs may vary and should always be verified against clinical expertise and applicable standards of care
De-identified and aggregated data may be used to improve AI algorithms and the Services. Such use is conducted in accordance with HIPAA and our Privacy Policy, and no individual patient can be identified from such data
You acknowledge that AI technology has limitations and may produce errors. You agree not to hold Clerie liable for any errors, omissions, or inaccuracies in AI-generated content that you choose to incorporate into clinical documentation

9. Fees and Billing

You agree to pay all fees associated with your use of the Services in accordance with the pricing terms in effect at the time of purchase.

Current Pricing: Our current subscription plans, transaction fees, and other charges are described on our Pricing page. The fees displayed at the time of your purchase or renewal will apply to your subscription
Subscription Tiers: We offer multiple subscription tiers with varying features and usage limits. Some features may incur additional per-transaction fees as described on our Pricing page
AI Token Usage: Each subscription tier includes a monthly allocation of AI tokens for transcription and note generation. Additional tokens may be purchased at current rates as described on our Pricing page. Unused tokens do not roll over to subsequent billing periods
Automatic Renewal: Subscriptions automatically renew at the end of each billing period unless cancelled. You authorize us to charge your payment method on file for all renewal fees
Price Changes: We may change our fees at any time by providing at least 30 days' notice before the change takes effect. Your continued use of the Services after the effective date constitutes acceptance of the new fees
Refunds: If you cancel your subscription, you will continue to have access until the end of your current billing period. We want you to love using Clerie, and if you're not satisfied, we're happy to work with you on a refund. Please reach out to us at support@clerie.ai and we'll do our best to make it right
Taxes: Tax calculation and collection is handled by our payment processor, Stripe. For details on how taxes are applied, please refer to Stripe's tax documentation
Late Payments: If payment is not received within 30 days of the due date, we may suspend your access to the Services until payment is received. We reserve the right to charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower

10. Payment Processing

Payment processing for the Services is provided by Stripe, Inc. ("Stripe"). By using our payment features, you agree to be bound by Stripe's terms and conditions in addition to these Terms.

To process payments through the Services, you must create and maintain a Stripe Connected Account. By doing so, you agree to the Stripe Connected Account Agreement and Stripe's Terms of Service
You authorize us to share necessary information with Stripe to facilitate payment processing, including your business information, Payment Data, and transaction details
You are solely responsible for any chargebacks, disputes, or refunds related to payments processed through your Account. We may deduct chargeback amounts and associated fees from your Account balance or future payouts
We and Stripe reserve the right to hold, suspend, or delay payouts if we suspect fraudulent activity, policy violations, or excessive chargebacks. Funds may be held for up to 90 days or longer as permitted by law
You represent that you and your business are not located in, and you will not use the payment services for the benefit of, any country, territory, entity, or person subject to sanctions administered by the Office of Foreign Assets Control (OFAC)
Stripe may independently request additional information or documentation to verify your identity, business legitimacy, or compliance with applicable laws. Failure to provide requested information may result in suspension of payment processing

11. Modification of Services

We are continuously improving and evolving the Services. We reserve the right to modify, update, or discontinue any aspect of the Services at any time.

We may add, modify, or remove features, functionality, or content from the Services at any time without prior notice. We will endeavor to provide notice of material changes when practicable
We may discontinue the Services or any portion thereof at any time. If we discontinue a material portion of the Services, we will provide at least 30 days' notice and assist with data export
We are not liable for any modification, suspension, or discontinuation of the Services, and such changes do not entitle you to any refund or other compensation
Third-party integrations and features may be modified, suspended, or discontinued by third parties without our control. We are not responsible for changes to third-party services

12. User Data Ownership

You retain ownership of your User Data. We do not claim ownership rights over the content you upload, create, or store through the Services.

You retain all ownership rights in your User Data, including all PHI, clinical documentation, and other content you upload or create through the Services. Nothing in these Terms transfers ownership of your User Data to Clerie
You represent and warrant that your User Data is accurate, lawful, and does not violate any third party's rights, including Intellectual Property Rights, privacy rights, or contractual rights
You are solely responsible for ensuring that your collection, use, and storage of User Data complies with all applicable laws, including HIPAA, state privacy laws, and professional licensing requirements
You are responsible for obtaining all necessary consents, authorizations, and releases from Clients and other individuals whose information is included in your User Data

13. License to User Data

While you retain ownership of your User Data, you grant us a limited license to use your User Data as necessary to provide and improve the Services.

You grant Clerie a non-exclusive, worldwide, royalty-free license to use, process, store, transmit, and display your User Data solely as necessary to provide the Services to you and fulfill our obligations under these Terms
You grant Clerie a license to use de-identified and aggregated data derived from your User Data to improve the Services, develop new features, conduct research, and generate analytics. Such data will be de-identified in accordance with HIPAA's Safe Harbor method and cannot be used to identify any individual
The licenses granted in this section survive termination of your Account to the extent necessary for us to fulfill legal obligations, resolve disputes, and maintain de-identified datasets created prior to termination
We do not sell your Personal Information or PHI. Our use of your User Data is limited to providing and improving the Services as described in these Terms and our Privacy Policy

14. User Data Responsibilities

You have specific responsibilities regarding the User Data you create, upload, and manage through the Services.

You are responsible for ensuring that your use of the Services complies with HIPAA, state privacy laws, professional ethical standards, and all other applicable regulations governing the collection, use, and disclosure of PHI
You acknowledge that the Services maintain audit logs of access to and changes in User Data. These logs are maintained for compliance, security, and legal purposes and may be used to investigate potential violations
Certain clinical documentation (such as progress notes) may be locked after a specified period to maintain record integrity. You understand that unlocking such records creates an audit trail and may require clinical justification
You are responsible for maintaining appropriate backups of critical User Data. While we maintain regular backups, we recommend that you export and maintain copies of important records
You agree to use the Services in accordance with applicable professional standards and licensing requirements, including maintaining appropriate supervision for trainees and following documentation requirements

15. User Data Restrictions

You agree not to upload, create, or transmit User Data that violates these Terms, applicable law, or the rights of others.

You may not upload or transmit any content that is unlawful, defamatory, obscene, threatening, abusive, or otherwise objectionable, or that violates any applicable law or regulation
You may not upload content that infringes any third party's Intellectual Property Rights, including copyrights, trademarks, patents, or trade secrets
You may not upload Personal Information about any individual without proper authorization, consent, or legal basis as required by applicable law
You may not use the Services to transmit malware, viruses, or other malicious code, or to engage in phishing, spamming, or other harmful activities
We reserve the right to remove, disable, or restrict access to any User Data that violates these Terms or that we believe may expose us or our users to legal liability, without prior notice to you

16. Data Transfer and Account Ownership

We provide mechanisms for data portability and account ownership transfer in appropriate circumstances.

You may export your User Data at any time through the data export features available in the Services. We support export in standard formats to facilitate transfer to other systems
Account ownership may be transferred to another individual or entity with our approval. Transfer requests must be submitted in writing and may require verification of authority and consent from all parties
In the event of the Account Owner's death or incapacitation, we may transfer account ownership to a designated successor, estate representative, or other authorized party upon receipt of appropriate legal documentation
Any transfer of User Data containing PHI must comply with HIPAA requirements for disclosures and transfers. You are responsible for ensuring compliance with these requirements
Upon account transfer, the new Account Owner assumes all rights and obligations under these Terms, including responsibility for all existing User Data and any outstanding fees

17. Data Privacy

We are committed to protecting your privacy and the privacy of your Clients. Our data practices are governed by these Terms, our Privacy Policy, and applicable law.

Our collection, use, and disclosure of Personal Information and PHI is described in our Privacy Policy, which is incorporated by reference into these Terms. Please review our
We do not sell your Personal Information or PHI. We do not share PHI with third parties except as necessary to provide the Services, as authorized by you, or as required by law
We comply with HIPAA and will enter into a Business Associate Agreement (BAA) with you as required. The BAA governs our obligations with respect to PHI and is incorporated by reference into these Terms
If we receive a subpoena, court order, or other legal process seeking disclosure of User Data, we will notify you promptly (unless prohibited by law) to allow you to seek protective measures before we make any disclosure
Upon termination of your Account, you will have a period of 90 days to export your User Data. After this period, we may delete your User Data, except as required by law or as necessary to fulfill ongoing legal obligations

18. Third Party Materials and Service Providers

The Services may include integrations with or links to third-party products, services, and websites. We are not responsible for third-party materials.

The Services may include features that integrate with third-party services (such as Google Calendar, Stripe, or clearinghouses). Your use of these integrations is subject to the third party's terms and conditions, and we are not responsible for the third party's actions or omissions
The Services may contain links to third-party websites or resources. These links are provided for convenience only, and we do not endorse, control, or assume responsibility for the content, privacy practices, or availability of such websites
We may provide information about or referrals to third-party service providers (such as billing services, credentialing services, or legal professionals). Such information is provided for informational purposes only and does not constitute an endorsement or recommendation
You agree to indemnify and hold us harmless from any claims, damages, or losses arising from your use of third-party products, services, or websites, or from any disputes between you and third parties
Third-party services may collect data about you in accordance with their own privacy policies. We encourage you to review the privacy policies of any third-party services you access through the Services

19. Interruption of Service

While we strive to provide reliable and uninterrupted service, we cannot guarantee that the Services will always be available or error-free.

We do not guarantee that the Services will be available at all times or that access will be uninterrupted or error-free. The Services may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control
We may perform scheduled maintenance during off-peak hours and will endeavor to provide advance notice when practicable. Emergency maintenance may be performed without prior notice
We are not liable for any interruption, delay, or unavailability of the Services, regardless of cause, including but not limited to internet outages, telecommunications failures, power outages, or acts of third parties
You are responsible for maintaining your own hardware, software, and internet connectivity necessary to access the Services. We are not responsible for any issues arising from your equipment or network
We recommend that you maintain backup procedures for critical clinical activities that do not depend on the availability of the Services

20. Intellectual Property Rights

Clerie retains all Intellectual Property Rights in the Services, including all software, technology, designs, and content we provide.

The Services, including all software, algorithms, user interfaces, designs, graphics, text, and other content provided by Clerie, are protected by copyright, trademark, trade secret, and other Intellectual Property Rights. All rights are reserved
Clerie, the Clerie logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Tynaco, LLC. You may not use these marks without our prior written permission
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes
This license does not include any right to: (a) modify, copy, or create derivative works of the Services; (b) reverse engineer, decompile, or disassemble the Services; (c) sublicense, resell, or redistribute the Services; or (d) use the Services for any purpose other than as expressly permitted by these Terms

21. License Restrictions

Your use of the Services is subject to the following restrictions. Violation of these restrictions may result in immediate termination of your Account.

You may not attempt to gain unauthorized access to the Services, other user accounts, or any computer systems or networks connected to the Services
You may not copy, reproduce, modify, adapt, translate, or create derivative works of the Services or any Content, except as expressly permitted by these Terms
You may not use the Services to provide a service bureau, timesharing, or similar service to third parties, or resell access to the Services without our express written consent
You may not sublicense, transfer, or assign your rights to use the Services to any third party without our prior written consent
You may not impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity
You may not use any automated means (including bots, scrapers, or spiders) to access the Services, collect data from the Services, or interfere with the proper functioning of the Services
You may not interfere with or disrupt the integrity or performance of the Services or attempt to circumvent any security or access controls

22. Feedback

We welcome your feedback, suggestions, and ideas about the Services. Any feedback you provide becomes our property.

If you provide us with any feedback, suggestions, ideas, improvements, or other input regarding the Services ("Feedback"), you hereby assign to Clerie all right, title, and interest in and to such Feedback
We may use, modify, reproduce, distribute, and commercialize Feedback in any manner without obligation to you. You waive any claims to compensation or attribution for such use
You represent that any Feedback you provide is original to you and does not violate any third party's Intellectual Property Rights or other rights
You are not obligated to provide Feedback, and we are not obligated to implement or respond to any Feedback you provide

23. Service-Specific Terms: Telehealth

If you use the telehealth features of the Services, the following additional terms apply:

Telehealth is not intended for emergencies. If you or your Client are experiencing a medical emergency, call 911 or go to the nearest emergency room immediately. Do not use the Services for emergency situations
Clerie provides the technology platform for telehealth services but does not provide medical advice, diagnoses, or treatment. All clinical services are provided by you or your Organization, and Clerie is not responsible for clinical outcomes
You are solely responsible for ensuring that you are properly licensed to provide telehealth services in the jurisdiction where your Client is located at the time of the session. Licensure requirements vary by state and may include specific telehealth permits or registrations
Telehealth sessions may be subject to participant limits based on your subscription plan and available system resources. We reserve the right to limit session duration or participants to ensure service quality
You and your Clients must conduct telehealth sessions from appropriate private locations and comply with all applicable laws regarding consent, recording, and confidentiality of telehealth communications

24. Releases

You agree to release Clerie from certain claims and disputes as described below.

You release Clerie and its officers, directors, employees, agents, and affiliates from any and all claims, demands, and damages (actual and consequential) arising out of or related to disputes between you and other users, Clients, or third parties
You release Clerie from any claims arising from the actions or omissions of third-party service providers, including payment processors, clearinghouses, insurance companies, and integration partners
If you are a California resident, you waive California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." Similar waivers apply under the laws of other jurisdictions
This release does not apply to claims that cannot be waived as a matter of law, including claims under consumer protection statutes that prohibit such waivers

25. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLERIE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THAT THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE
USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH HIPAA OR OTHER LAWS. YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN COMPLIANCE AND FOR IMPLEMENTING APPROPRIATE POLICIES, PROCEDURES, AND SAFEGUARDS
WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CONTENT, INCLUDING AI-GENERATED CONTENT, AND YOU RELY ON SUCH CONTENT AT YOUR OWN RISK
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW

26. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY IS LIMITED AS FOLLOWS:

IN NO EVENT WILL CLERIE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES
IN NO EVENT WILL CLERIE'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) ONE HUNDRED FIFTY DOLLARS (US $150.00); OR (B) THE TOTAL FEES PAID BY YOU TO CLERIE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM
THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF CLERIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
YOU ACKNOWLEDGE THAT THE FEES PAID BY YOU REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT CLERIE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW

27. Indemnification

You agree to defend, indemnify, and hold harmless Clerie and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

Your use of the Services or any activities conducted through your Account
Your User Data, including any claims that your User Data infringes any third party's rights or violates any applicable law
Your violation of these Terms or any applicable law, regulation, or third-party rights
Any negligent, reckless, or intentionally wrongful conduct by you or your Team Members
Any claims by your Clients, patients, or other third parties arising from your provision of healthcare services
You agree to cooperate fully with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You may not settle any claim without our prior written consent

28. Suspension and Termination

Either party may terminate this Agreement as described below. Upon termination, your right to use the Services will immediately cease.

You may terminate your Account at any time by providing notice through the Services or by contacting us at support@clerie.ai. Termination will be effective at the end of your current billing period, and you will continue to have access until then
We may terminate or suspend your Account at any time for any reason, including but not limited to: violation of these Terms, non-payment of fees, fraudulent or illegal activity, or conduct that harms other users or our reputation
We may suspend your Account immediately and without notice if we reasonably believe that your Account has been compromised, that you are engaged in fraudulent or illegal activity, or that continued access poses a risk to us, our users, or third parties
Upon termination, you will not receive any refund for unused subscription time or prepaid fees, except as required by law
Following termination, you will have 90 days to export your User Data. After this period, we may delete your User Data, except as required by law or as necessary to fulfill ongoing legal or regulatory obligations. We recommend exporting your data promptly upon termination
Termination does not relieve you of any obligations that accrued prior to termination, including payment of outstanding fees and compliance with ongoing confidentiality obligations

29. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH US. PLEASE READ THIS SECTION CAREFULLY BEFORE ACCEPTING THESE TERMS
Binding Arbitration: Except as provided below, any Dispute arising out of or relating to these Terms or the Services shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Salt Lake County, Utah, or at another mutually agreed location. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction
30-Day Opt-Out Right: You may opt out of this arbitration agreement by sending written notice to us within 30 days of creating your Account. The notice must include your name, Account email address, and a clear statement that you wish to opt out of the arbitration agreement. Send your opt-out notice to: Tynaco, LLC, Attn: Legal Department, 1089 South Carterville Road, Orem, UT 84097, USA. If you opt out, you and Clerie will resolve Disputes in court as described below
CLASS ACTION WAIVER: YOU AGREE THAT ANY PROCEEDINGS TO RESOLVE A DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED AND ARE HEREBY WAIVED BY YOU
Small Claims Exception: Notwithstanding the arbitration agreement, either party may bring an individual action in small claims court for Disputes within the court's jurisdictional limits, provided the action is not removed or appealed to a court of general jurisdiction
Injunctive Relief Exception: Nothing in this section prevents either party from seeking injunctive or other equitable relief in court for claims related to Intellectual Property Rights, data security, or other matters where such relief is necessary to prevent irreparable harm
Governing Law: These Terms and any Dispute shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles
Venue: If you have opted out of arbitration or if a Dispute is not subject to arbitration, the exclusive venue for any judicial proceeding shall be the state or federal courts located in Salt Lake County, Utah. You consent to personal jurisdiction in these courts

30. General Provisions

The following general provisions apply to these Terms:

Assignment: Clerie may assign or transfer these Terms, in whole or in part, without your consent. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. Any attempted assignment in violation of this section is void
Entire Agreement: These Terms, together with the Privacy Policy, Business Associate Agreement, and any other documents incorporated by reference, constitute the entire agreement between you and Clerie regarding the Services and supersede all prior agreements and understandings
Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable
No Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by Clerie
Notices: We may provide notices to you by email to the address associated with your Account, by posting on the Services, or by other reasonable means. Notices to us must be sent to: Tynaco, LLC, Attn: Legal Department, 1089 South Carterville Road, Orem, UT 84097, USA, or by email to legal@clerie.ai
Electronic Communications: By using the Services, you consent to receive communications from us electronically, including emails, texts, and in-app notifications. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing
DMCA Notice: If you believe that any content on the Services infringes your copyright, please send a notice complying with the Digital Millennium Copyright Act to our designated agent at: Tynaco, LLC, Attn: DMCA Agent, 1089 South Carterville Road, Orem, UT 84097, USA, or by email to legal@clerie.ai. Your notice must include: (a) identification of the copyrighted work; (b) identification of the infringing material with sufficient information for us to locate it; (c) your contact information; (d) a statement of good faith belief that the use is not authorized; (e) a statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner; and (f) your physical or electronic signature
Government Users: If you are a U.S. government entity, the Services are provided as "commercial items" as defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. 12.212. Government users have only those rights granted to non-government users under these Terms
Export Control: You may not use, export, or re-export the Services in violation of any applicable U.S. export control laws or regulations, including the Export Administration Regulations. You represent that you are not located in a country subject to a U.S. government embargo or designated as a "terrorist supporting" country
Survival: The following sections shall survive termination of these Terms: Definitions, User Data Ownership, License to User Data, Releases, Disclaimer of Warranties, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions
Force Majeure: Clerie shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials

31. Contact Information

If you have questions about these Terms or the Services, please contact us:

Customer Support: support@clerie.ai
Legal Department: legal@clerie.ai
Privacy Officer: nathan@clerie.ai
Security Concerns: security@clerie.ai
Mailing Address: Tynaco, LLC (d/b/a Clerie), 1089 South Carterville Road, Orem, UT 84097, USA
These Terms of Service were last updated on January 17, 2026.