General Terms of Service
These Clinia General Terms of Service, together with the applicable Order Form or Product Schedule, and DPA, and any other document expressly incorporated by reference, form the agreement between Clinia and Customer for the Services. Free-tier Services are governed separately by the Free Tier Services Terms.
These Terms apply to Clinia’s products and services. They do not govern general use of Free-tier services, Clinia’s public website, marketing site, cookie notices, or public website privacy terms.
1. Agreement
1.1 Parties
This Agreement is entered into between Clinia Health Inc. (“Clinia”) and the entity identified in the applicable Order Form or otherwise approved by Clinia to access or use the Services (“Customer”). Clinia and Customer are each a “Party” and together the “Parties.”
1.2 Agreement documents
The Agreement consists of:
a) the applicable Order Form;
b) any applicable Product Schedule or deployment-specific schedule;
c) the DPA, including applicable SCCs, where Clinia processes Personal Information on behalf of Customer;
d) the BAA, where Clinia processes Protected Health Information as a Business Associate;
e) The Acceptable Use Policy; and
f) these General Terms.
The Agreement also includes any other document expressly incorporated by reference.
1.3 Effective date
The Agreement becomes effective on the earliest of:
a) the effective date stated in the applicable Order Form;
b) Customer’s acceptance of these Terms through an ordering, onboarding, signup, service selection, click-wrap, or other process approved by Clinia; or
c) Customer’s access to or use of the Services after these Terms are made available to Customer.
1.4 Order of precedence
If there is a conflict between the documents forming the Agreement, the following order applies, but only to the extent of the conflict:
a) the applicable Order Form;
b) the applicable Product Schedule or deployment-specific schedule;
c) the BAA, but only for the handling of Protected Health Information as required under HIPAA;
d) the DPA, but only for the processing of Personal Information; and
e) these General Terms;
f) the Acceptable Use Policy
Later-executed documents control over earlier documents only where they expressly state that they amend or override the earlier document.
1.5 Definitions
Capitalized terms used and not otherwise defined in this Agreement have the meaning given to them in Schedule 1 below.
2. Services
2.1 Services provided
Clinia will provide the Services identified in the applicable Order Form in accordance with the Agreement, Documentation, and any applicable Product Schedule.
2.2 Service changes
Clinia may update, enhance, modify, or replace components of the Services from time to time to maintain, improve, secure, or support the Services. Clinia will not materially reduce the core functionality of the Services purchased by Customer during an active Subscription Term, except where reasonably necessary for legal, security, technical, operational, or third-party dependency reasons.
2.3 Professional Services
If Clinia provides Professional Services, those services will be described in an Order Form or statement of work.
Unless the applicable Order Form or statement of work specifies a different acceptance process, the following default acceptance process applies to each deliverable: Customer will have ten (10) business days after delivery to review the deliverable and notify Clinia in writing of any material non-conformity with the applicable acceptance criteria. If Customer does not provide that notice within the review period, the deliverable is deemed accepted. If Customer timely notifies Clinia of a material non-conformity, Clinia will use commercially reasonable efforts to correct the non-conformity and redeliver the deliverable within a commercially reasonable time, after which the review period set out in this section applies again to the redelivered deliverable. If Clinia has not corrected a material non-conformity after two (2) redelivery cycles, Customer’s sole and exclusive remedy is to terminate the applicable statement of work and receive a refund of any Fees paid for the non-conforming deliverable, less the value of any portion of the deliverable Customer has used or accepted.
Professional Services do not transfer ownership of Clinia Technology or any other Clinia intellectual property.
3. Access and Use Rights
3.1 Access rights
Subject to this Agreement and the applicable Order Form, Clinia grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly set out in this Section 3.1) right, during the applicable Subscription Term, to:
a) access and use the Services identified in the applicable Order Form for Customer’s internal business purposes;
b) where authorized under the applicable Order Form, Documentation, or Product Schedule, integrate and incorporate the Services into Customer Applications, in accordance with the Agreement; and
c) make the Services available to End Users, solely to the extent the Services are integrated into and accessed through Customer Applications, and solely in connection with Customer’s provision of Customer Applications to those End Users.
Customer may permit Authorized Users to access and use the Services on Customer’s behalf in accordance with this Agreement.
For clarity, this Section 3.1 grants a contractual right to access and use the Services as a hosted service. It does not grant a license to any software, and Clinia does not deliver, or grant Customer any right to download, install, or independently operate, a copy of the Services or any other Clinia Technology.
3.2 Customer Applications
Where authorized under the applicable Order Form, Documentation, or Product Schedule, Customer may use the Services with Customer Applications.
Customer is responsible for Customer Applications and for ensuring that Customer Applications use the Services in a manner consistent with the Agreement.
3.3 Restrictions
Customer will not, and will not permit any Authorized User or End User to:
a) copy, modify, distribute, sell, lease, sublicense, or make the Services available to third parties except as expressly permitted in Section 3.1 and otherwise under the Agreement;
b) reverse engineer, decompile, disassemble, or attempt to discover source code or underlying components of the Services, except where Applicable Laws do not permit this restriction;
c) make the Services available, directly or indirectly, to patients or to other individuals acting in their capacity as recipients of care, unless expressly authorized in the applicable Order Form or Product Schedule; where such use is so authorized, Customer remains solely responsible for the patient-facing application, workflow, and user experience; for providing all necessary notices, disclosures, and obtaining any required consents or authorizations; and for ensuring appropriate clinical oversight of, and independent verification before acting on, any Output;
d) use the Services in violation of Applicable Laws, the Documentation, or the applicable Product Schedule;
e) interfere with, disrupt, or compromise the security, integrity, availability, or performance of the Services;
f) introduce malicious code or harmful technical activity into the Services;
g) bypass usage limits, access controls, authentication, or security measures;
h) use the Services to develop or operate to develop, train, or operate a product or service that competes with the Services, or for competitive benchmarking or analysis;
i) remove proprietary notices or markings from the Services or Documentation;
j) use the Services or Outputs in a fraudulent, deceptive or misleading manner;
k) use the Services in a manner that could reasonably create material risk of harm to individuals, healthcare operations, Clinia, other customers, or third parties; or
l) scrape, harvest, bulk extract, or use the Services, Clinia Technology, or Outputs to train or improve any artificial intelligence or machine learning model, except as expressly permitted under the Agreement, applicable Order Form, Documentation, or Product Schedule.
3.4 Security testing
Customer may not conduct penetration testing, vulnerability scanning, load testing, or similar testing of the Services without Clinia’s prior written approval, except as expressly permitted in an applicable Product Schedule.
4. Customer Environments and Shared Responsibility
4.1 Customer Environments
Certain Services may run in, connect to, or interoperate with Customer Environments. Customer is responsible for the operation, security, configuration, access management, monitoring, backup, availability, and compliance of Customer Environments, except to the extent expressly assumed by Clinia in the applicable Order Form.
4.2 Shared responsibility
Security, privacy, and operational responsibilities depend on how the Services are deployed, configured, and used.
Clinia is responsible for the Services, Clinia Technology, application-layer security, secure software development, vulnerability remediation within Clinia’s control, and security measures within Clinia’s operational scope.
Customer is responsible for Customer Data, Customer Applications, Customer Environments, Customer configurations, Customer-controlled integrations, user access decisions, identity provider configuration, infrastructure under Customer’s control, and use of the Services by Authorized Users and End Users.
4.3 Customer-Managed Deployments
In a Customer-Managed Deployment, Customer is responsible for the Customer Environment and infrastructure within its control, including the cloud account, network configuration, identity and access management, deployment region, data residency, monitoring, logging, backups, and related infrastructure controls. Clinia remains responsible for the application components and Clinia Technology within its scope of control, including container artifacts, secure defaults, application security, vulnerability remediation, and agreed support activities. Additional deployment-specific terms may be set out in the applicable Order Form or Product Schedule.
5. Authorized Users and Account Security
5.1 Authorized Users
Customer is responsible for identifying, approving and managing Authorized Users.
Customer is responsible for all activity conducted under Customer’s accounts or within Customer’s applications, and for ensuring that Authorized Users comply with the Agreement.
5.2 Account security
Customer is responsible for maintaining the confidentiality and security of all credentials, access tokens, keys, and authentication mechanisms under Customer’s control, including by using any multi-factor authentication, single sign-on, or other security features Clinia makes available.
Customer and Authorized Users will not share credentials, circumvent access controls, or access the Services in an unauthorized manner.
Customer will promptly revoke or update an Authorized User’s access when that access is no longer required or authorized, including upon a change in role or the end of employment or engagement.
Customer will promptly notify Clinia of any known unauthorized access to or use of the Services.
5.3 End Users
Where Customer permits End Users to access or interact with the Services through Customer Applications, Customer Environments, or other Customer-controlled workflows, Customer is responsible for that access and interaction, including for ensuring it is consistent with the Agreement, the applicable Product Schedule, the Documentation, and Customer’s professional or regulatory obligations.
End Users are not Authorized Users and have no direct relationship with Clinia under the Agreement. Customer is solely responsible for Customer’s relationship with, and any obligations to, End Users, and End Users are not third-party beneficiaries of the Agreement
6. Customer Responsibilities
6.1 Customer Data
Customer is responsible for the legality, accuracy, quality, integrity, and appropriateness of Customer Data.
Customer will obtain and maintain all rights, notices, consents, permissions, authorizations, and legal bases required for Clinia to process Customer Data in connection with the Services. The Services are designed for healthcare and health-related environments, and as such, Customer Data Processed by Clinia may include Personal Information, Health Information, confidential information, sensitive information, or other regulated data.
Where Health Information or Personal Information is submitted to the Services, Customer is responsible for ensuring that transmission of such information and Customer’s use of the Services complies with applicable healthcare, privacy, professional, and regulatory obligations.
6.2 Use of Services
Customer will use the Services in accordance with Applicable Laws, the Agreement, the Documentation, professional obligations, and any applicable Product Schedule.
Customer is responsible for determining whether the Services are appropriate for Customer’s intended use cases, workflows, regulatory obligations, and professional requirements.
6.3 Clinical and operational responsibility
Customer remains responsible for patient care, clinical decisions, professional judgment, operational decisions, and compliance with healthcare, privacy, and professional obligations applicable to Customer.
Clinia does not control Customer’s clinical workflows, Customer Data, Customer Environments, Customer Applications, or decisions made by Customer, Authorized Users, or End Users using the Services.
7. Fees and Payment
7.1 Fees
Fees are based on Customer’s usage of the Services, calculated in accordance with the rates set out in the applicable Order Form or Documentation, and are billed monthly in arrears unless the Order Form states otherwise. Usage may be measured in Credits or other usage metrics, and rates may vary by feature, model, or Service. Any unused Credits carried over from Customer’s use of Free Tier Services are applied to Customer’s usage before Fees accrue. Those Credits have no cash value and are not refundable. Fees are exclusive of taxes, duties, and similar governmental charges, and Customer is responsible for applicable taxes relating to the Services, except taxes based on Clinia’s net income. Fees are non-refundable except as expressly stated in the Agreement.
7.2 Payment
Where Customer provides a payment method, Customer authorizes Clinia and its payment processors to charge that payment method for Fees as they become due. Customer will keep its payment information current.
7.3 Usage Limits
Where the Services allow it, Customer may set its own usage limits. Clinia may also apply usage limits, spending caps, or payment triggers to protect Customer against unintended usage, prevent fraud or abuse, or manage payment risk. These may include limiting access to the Services or charging accrued Fees before the end of a billing period. Customer remains responsible for Fees for usage actually incurred, including usage that exceeds a limit before the limit takes effect.
7.4 Rate Changes
Clinia may update its rates from time to time to reflect changes in Clinia’s underlying costs, third-party model or infrastructure pricing, or the Services. Clinia will provide Customer with reasonable advance notice of any material increase in consumption rates applicable to Services Customer is actively using. Clinia may, at its discretion, offer discounts, promotional Credits, or other rebates to Customer. Unless otherwise agreed in writing, any such offer applies only for the period and on the conditions Clinia specifies, has no cash value, and does not entitle Customer to the same or similar offers in the future.
7.5 Late payments
If undisputed amounts remain unpaid after the due date, Clinia may charge interest at the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by Applicable Laws.
In addition to any other remedy available to Clinia, Clinia may suspend access to the Services for overdue, undisputed amounts after providing reasonable notice.
7.6 Subscription changes
If Customer adds Authorized Users, capacity, features, or Services during an active Subscription Term, additional Fees will apply in accordance with the Order Form and Clinia’s then-current pricing.
8. Intellectual Property and Data
8.1 Clinia Technology
As between Clinia and Customer, Clinia and its licensors retain all right, title, and interest in and to Clinia Technology and Clinia IP. Except for the limited rights expressly granted under Section 3.1, the Agreement does not grant Customer any right in, or license to, Clinia Technology or Clinia IP, whether by implication or otherwise.
8.2 Customer Data
As between Clinia and Customer, Customer retains all right, title, and interest in and to Customer Data.
Customer grants Clinia a limited right to access, use, process, transmit, store, and otherwise handle Customer Data solely to:
a) provide, secure, support, troubleshoot, monitor, and maintain the Services;
b) comply with Applicable Laws;
c) prevent or address fraud, security incidents, or service integrity issues; or
d) fulfill any other purpose expressly permitted under the Agreement, the applicable Order Form, Product Schedule, DPA, or BAA.
Clinia will not use Customer Data for any other purpose.
8.3 Customer Applications and Environments
As between Clinia and Customer, Customer retains all right, title, and interest, including all intellectual property rights, in and to Customer Applications and Customer Environments. Clinia receives no rights in Customer Applications or Customer Environments, except to the extent necessary for Clinia to provide the Services as described in Sections 3.1(b) and 4.1 (Customer Environments).
8.4 Usage Data
Usage Data means technical and operational telemetry relating to Customer’s use of the Services, such as the number and type of calls, response size, latency, errors, and other performance metrics. Clinia may collect and use Usage Data to operate, secure, monitor, support, troubleshoot, and improve the Services, subject to the Agreement, the DPA, the applicable Product Schedule, and Applicable Laws.
Usage Data does not include Customer Data or other customer content. It excludes the content of queries, prompts, Outputs, search terms, document or retrieval paths, patient information, and any log entry or telemetry containing that information.
8.5 De-identified and Aggregated Data
Clinia may create De-identified Data from Customer Data as permitted by the Agreement and Applicable Laws. Where the source data includes Health Information subject to HIPAA, Clinia will apply the HIPAA de-identification standard described in the definition of De-identified Data. Clinia may combine or summarize De-identified Data with other De-identified Data or data from other sources to create Aggregated Data.
Customer grants Clinia a nonexclusive, perpetual, irrevocable, transferable license (with the right to sublicense) to perform data analytics on, create derivative works of, and otherwise use and practice De-identified Data and Aggregated Data to (a) improve, train, and maintain the Services and Clinia’s underlying models and technology, (b) perform analytics, and (c) develop new products and services. Clinia will not sell, lease, or otherwise make Aggregated Data available to a third party on a fee-for-access basis.
As between Clinia and Customer, Customer retains ownership of Customer Data; Clinia owns any resulting analytics, model-improvement output, and other intellectual property created using De-identified Data or Aggregated Data.
Clinia will not attempt to re-identify De-identified Data or Aggregated Data, use it either to identify Customer or any individual, or use it to either reconstruct Customer Data.
8.6 Outputs and Generated Code
As between Clinia and Customer, Customer owns Outputs generated specifically for Customer through the Services, subject to Customer’s compliance with the Agreement and Applicable Laws. To the extent Clinia has any right, title, or interest in such Outputs, Clinia assigns that right, title, and interest to Customer. Outputs may not be unique, and similar or identical Outputs may be generated for other customers.
As between Clinia and Customer, Clinia and its licensors own all right, title, and interest, including all intellectual property rights, in and to Generated Code. Subject to Customer’s compliance with the Agreement, Clinia grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use Generated Code for Customer’s internal business purposes in connection with the Services.
8.7 Feedback
If Customer suggests or provides Feedback, Customer will not assert that: (1) the Feedback constitutes Customer Confidential Information or Customer Data, (2) any limitations apply to Clinia’s right to use the Feedback, or (3) Customer is entitled to compensation or recognition for Clinia’s use of the Feedback.
9. Confidentiality
9.1 Protection of Confidential Information
Each Party will protect the other Party’s Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than reasonable care.
Each Party will use the other Party’s Confidential Information only to exercise rights or perform obligations under the Agreement.
9.2 Permitted disclosures
A receiving Party may disclose Confidential Information to its employees, contractors, advisors, affiliates, subprocessors, suppliers, or service providers, who need to know the information for purposes related to the Agreement and who are bound by confidentiality obligations at least as protective as those in this Agreement.
The receiving Party remains responsible for any breach of this section by those recipients.
9.3 Exclusions
Confidential Information does not include information that:
a) becomes publicly available without breach of the Agreement;
b) was lawfully known by the receiving Party without confidentiality obligations;
c) is independently developed without use of the disclosing Party’s Confidential Information; or
d) is lawfully received from a third party without confidentiality obligations.
9.4 Required disclosures
A receiving Party may disclose Confidential Information where required by Applicable Laws, court order, or governmental request.
Where legally permitted, the receiving Party will provide reasonable notice to the disclosing Party and cooperate to limit the disclosure.
9.5 Return or deletion
Upon termination or expiration of the Agreement, each Party will return or delete the other Party’s Confidential Information in its possession or control, except to the extent retention is required by Applicable Laws, backup systems, internal recordkeeping, security, compliance, audit, or legitimate legal purposes.
Return or deletion of Customer Data is also subject to the applicable Order Form, and DPA.
10. Privacy and Security
10.1 Privacy and data processing
To the extent Clinia processes Personal Information on behalf of Customer, the DPA forms part of the Agreement and governs that processing.
Where that Personal Information includes Protected Health Information and Clinia acts as a Business Associate, the BAA also forms part of the Agreement and governs Clinia’s use and disclosure of that Protected Health Information.
If the BAA conflicts with the DPA or another document forming the Agreement regarding the treatment of Protected Health Information, the BAA controls.
10.2 Security measures
Clinia will maintain reasonable administrative, technical, and organizational safeguards designed to protect the security, confidentiality, and integrity of Customer Data processed by Clinia.
Clinia may update its security measures from time to time, provided that such updates do not materially reduce the overall security posture of the Services.
10.3 Security reports and audit rights
Upon Customer’s written request, no more than once in any twelve (12)-month period, Clinia will:
a) make available to Customer a copy of Clinia’s then-current [SOC 2 Type II] report (or other comparable security certification report then maintained by Clinia) and a summary of Clinia’s most recent third-party penetration test; and
b) complete a reasonable and customary security questionnaire provided by Customer, to the extent the information requested is not already addressed in the materials described in paragraph (a).
All materials provided under this section are subject to the confidentiality obligations in Section 9 (Confidentiality) and any additional reasonable confidentiality terms Clinia may require.
10.4 Data residency
For Clinia-managed Services, Customer Data containing patient information, Health Information, or Protected Health Information is stored and processed in the Canadian or United States region selected for the applicable workspace. Customer is responsible for selecting the appropriate workspace region for its requirements. Workspace metadata and other non-sensitive control-plane information may be processed through Clinia’s centralized Canadian control-plane infrastructure. In a Customer-Managed Deployment, Customer controls the deployment region and data residency within the Customer Environment.
10.5 Business continuity and disaster recovery
Clinia will maintain business continuity and disaster recovery plans designed to restore access to the Services following a disruption and will back up Customer Data on a commercially reasonable basis within Clinia-managed environments and Clinia’s scope of control. In a Customer-Managed Deployment, Customer is responsible for backup and recovery within the Customer Environment unless the applicable Product Schedule states otherwise. Following a disruption to the Services, Clinia will use commercially reasonable efforts to restore the Services and recover Customer Data within a commercially reasonable time, taking into account the nature and severity of the disruption.
10.6 Support access
Clinia does not require unrestricted access to Customer Data to provide the Services.
Where Clinia requires support access to Customer Data, Customer Environments, deployment-specific logs, prompts, Outputs, retrieval traces, Health Information, or Personal Information, access will be limited to the approved purpose, authorized personnel, and applicable support process.
For customer-managed deployments, support access will be customer-approved and time-limited unless otherwise stated in the applicable Product Schedule.
10.7 Security incidents
Clinia will notify Customer of Security Incidents involving Customer Data processed by Clinia in accordance with the DPA, and Applicable Laws.
Clinia will reasonably cooperate with Customer’s investigation of, and regulatory notification obligations arising from, a Security Incident, including by providing information reasonably available to Clinia and reasonably requested by Customer to support Customer’s notification obligations under Applicable Laws. Where the Security Incident resulted from Clinia’s breach of its obligations under the Agreement, Clinia will bear its own reasonable costs of providing that cooperation; otherwise, Customer will reimburse Clinia’s reasonable costs of providing that cooperation.
10.8 Data retention and deletion
Clinia will retain and delete Customer Data in accordance with the Agreement, applicable Order Form, Product Schedule, DPA, Documentation, and Applicable Laws.
Following expiration or termination of the applicable Services, Clinia will provide Customer with a reasonable opportunity to retrieve Customer Data, unless otherwise stated in the applicable Order Form, Product Schedule, or DPA.
After the applicable retrieval or retention period, Clinia may delete Customer Data unless retention is required by Applicable Laws, backup systems, security obligations, audit, compliance, or legitimate internal recordkeeping purposes.
11. AI Features
11.1 AI Features and Outputs
Certain Services may include AI Features that generate Outputs based on Customer Data, prompts, queries, instructions, retrieval context, or other inputs provided by or on behalf of Customer. Customer acknowledges and agrees that Outputs may contain inaccuracies, omissions, inconsistencies, or incomplete information and are not a substitute for independent professional, clinical, legal, or operational judgment. Customer is responsible for reviewing and evaluating Outputs before using or relying on them. Customer remains responsible for patient care, clinical decisions, interpretation of medical or clinical information, and compliance with applicable professional, regulatory, and clinical obligations.
11.2 Service evolution
AI Features may evolve over time, including through changes to models, retrieval systems, ranking systems, prompts, safety mechanisms, integrations, evaluation methods, and technical components.
As a result, Outputs and functionality may vary over time, including for similar prompts, queries, or inputs.
11.3 Service improvement and model training
Unless Customer expressly agrees in writing and Applicable Laws permit, Clinia will not use identifiable Customer Data, or data derived from Customer Data that does not qualify as De-identified Data or Aggregated Data, to train or fine-tune models made available to other customers. Customer’s authorization under Section 9.3 applies to Clinia’s use of De-identified Data and Aggregated Data for analytics, service improvement, model training and maintenance, and development of new products and services.
Clinia may use Usage Data, De-identified Data, Aggregated Data, and synthetic, internal, public, or customer-approved evaluation datasets to evaluate and improve the Services.
11.4 Clinia-assisted customer-specific improvement
Clinia may assist Customer with customer-specific configuration, troubleshooting, retrieval improvement, evaluation, support, or similar activities where Customer authorizes Clinia to do so.
Any Clinia-assisted improvement involving Customer Data, Personal Information, Health Information, prompts, Outputs, logs, retrieval traces, evaluation data, or similar information will be limited to the authorized Customer-specific purpose and will not be reused outside Customer’s workspace, environment, or account, unless expressly agreed in writing.
11.5 Product-Specific AI Terms
Product-specific AI terms, including terms relating to logging, retention, retrieval data, telemetry, evaluation, customer-specific configuration, model providers, and deployment-specific data handling, may be set out in the applicable Order Form, Product Schedule, or DPA.
11.6 Restrictions on AI use
Customer will not use AI Features or Outputs:
a) in violation of Applicable Laws;
b) to generate or distribute unlawful, deceptive, or harmful content;
c) as a basis for, or in reliance upon, in whole or in part, any clinical or medical decision-making;
d) for emergency response, life-support, or autonomous clinical decision-making; or
e) in a manner that could reasonably create material risk of harm to individuals or healthcare operations.
12. Third-Party Services and Technical Components
12.1 Third-Party Services
The Services may rely on, interoperate with, or connect to Third-Party Services, including cloud infrastructure, model providers, data providers, healthcare systems, identity providers, APIs, databases, and integration partners.
12.2 Customer-selected Third-Party Services
Customer is responsible for Third-Party Services selected, configured, or controlled by Customer, including obtaining required rights, permissions, authorizations, accounts, and consents.
Clinia is not responsible for the operation, availability, security, performance, or compliance of Third-Party Services not controlled by Clinia.
For clarity, in relation to Third-Party Services, the term “control” means that Clinia has selected that Third-Party Service and contracted directly with its provider as a supplier or subcontractor on which the Services are built or through which Clinia provides the Services. As such, a Third-Party Service is not controlled by Clinia notably where it is selected, procured, imposed, required, configured, or contracted for by or on behalf of Customer, or where Clinia’s use of it results from Customer’s instructions, Customer Environments, or Customer Applications, even if Clinia interoperates with it to provide the Services.
12.3 Clinia-selected Third-Party Services
Clinia may use Third-Party Services to provide, host, secure, support, monitor, troubleshoot, or improve the Services. It is responsible for Third-Party Services under its control.
Where a Third-Party Service processes Personal Information on Clinia’s behalf, the DPA governs that processing.
Where a Third-Party Service processes Customer Data that is not Personal Information, Clinia remains responsible for that use in accordance with the Agreement, including Clinia’s confidentiality, security, and Customer Data obligations.
12.4 Changes to technical components
Third-Party Services, models, integrations, and technical components may change, become unavailable, impose limits, or be deprecated. Clinia may modify, replace, or discontinue such components where reasonably necessary to maintain, secure, support, or improve the Services, provided that Clinia does not materially reduce functionality of the Services during an active Subscription Term except as permitted under the Agreement.
13. Warranties and Disclaimers
13.1 Mutual Authority
13.1.1 Each Party represents that it has the legal authority to enter into this Agreement and perform its obligations hereunder. If an individual is accepting this Agreement on behalf of a Customer entity, such individual represents and warrants that (a) they are authorized to legally bind that entity to this Agreement, and (b) they have the authority to grant the rights and assume the obligations herein.
13.1.2 If the individual accepting this Agreement does not have such authority, or if the entity on whose behalf this Agreement was accepted does not agree to these terms, that individual must not accept this Agreement, and neither the individual nor the purported entity may access or use the Services.
13.1.3 Ratification by Use. Notwithstanding the foregoing, if an entity’s personnel, employees, or agents access or use the Services following acceptance of this Agreement, such access or use shall constitute the entity’s ratification of, and agreement to be bound by, this Agreement, regardless of whether the accepting individual’s authority is later disputed.
13.1.4 Personal Liability. If it is determined that the individual accepting this Agreement lacked actual or apparent authority to bind the entity, and the entity has not ratified this Agreement under the preceding paragraph, such individual shall be personally liable for all obligations arising under this Agreement as if that individual were the Customer.
13.2 Service Warranty
Clinia warrants (the “Limited Warranty”) that: (1) it uses a commercially available virus detection program that is designed to prevent the introduction of any malicious code into the Services and if Clinia violates this warranty, it will use reasonable efforts to remove such malicious code once discovered, and (2) for 30 days after delivery, each Deliverable will conform in all material respects to the requirements for such Deliverable set forth in the applicable Order Form, and if during that time Customer provides written notice demonstrating a failure of a Deliverable to meet such requirements, Clinia will use reasonable efforts to cure such failure by revising or replacing the Deliverable, and if it is not able to effect such a cure, then it will refund the amounts paid by Customer for the defective Deliverable, and Customer will have no further right to such Deliverable.
13.3 Service levels
Where an Order Form specifies service or support levels, Clinia will provide the Services and support in accordance with those levels. Customer’s remedies for Clinia’s failure to meet a service or support level are set out exclusively in the applicable Order Form.
13.4 Warranty limitations
The remedies set forth above for a breach of the Limited Warranty are the sole and exclusive remedies for any such breach. The warranties in this section do not apply to issues caused by Customer Data, Customer Environments, Customer Applications, Third-Party Services not otherwise controlled by Clinia, unsupported systems, unauthorized modifications, use of the Services contrary to the Agreement or Documentation, or factors outside Clinia’s reasonable control.
13.5 Disclaimer
EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAWS, CLINIA DOES NOT MAKE ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
CLINIA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL OPERATE WITH SYSTEMS OR THIRD-PARTY SERVICES NOT APPROVED OR SUPPORTED BY CLINIA. THE SERVICES (OR ANY PART OF THEM), AND ANY OTHER CLINIA PROPERTY, PRODUCTS AND SERVICES PROVIDED BY CLINIA TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. CUSTOMER UNDERSTANDS THAT THE NATURE OF AI, AI MODELS AND GENERATIVE AI IS NOT INTENDED, AND CANNOT BE, RELIED UPON WITHOUT INDEPENDENT VERIFICATION. ACCORDINGLY, CUSTOMER AGREES THAT IT WILL INDEPENDENTLY VALIDATE AND INSTRUCT ITS ADMINISTRATIVE USERS AND END USERS TO INDEPENDENTLY VALIDATE THE RESULTS AND ALL OUTPUTS BEFORE RELYING ON SUCH RESULTS, OUTPUTS AND CUSTOMER WILL ENSURE THAT ALL PERSONS WHOM IT SHARES SUCH RESULTS AND OUTPUTS WITH, UNDERSTANDS SUCH LIMITATIONS. ALL ARTIFICIAL INTELLIGENCE TOOLS, INCLUDING CLINIA’S OWN SOLUTIONS, MAY CONTAIN ERRORS AND SHOULD NOT BE USED AS A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR MEDICAL ADVICE.
CLINIA DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, TREATMENT, CLINICAL DECISION-MAKING, OR HEALTHCARE SERVICES.
14. Indemnification
14.1 Indemnification by Clinia
Clinia will defend Customer and its officers, directors, employees, and agents (”Customer Indemnitees”) from and against any claims, actions, or demands brought by an unaffiliated third party (”Claims”), and will pay any damages finally awarded against a Customer Indemnitee, or amounts agreed in a settlement approved by Clinia, to the extent arising from or based on:
a) a Claim that the Services, when used by Customer in accordance with the Agreement, infringe or misappropriate a third party’s intellectual property rights arising under the laws of the United States or any subdivision thereof (”IP Claim”); or
b) a Claim, including a Claim brought by a regulator to the extent indemnification of that claim is not prohibited by Applicable Laws, that a Security Incident resulted from Clinia’s breach of its security obligations under the Agreement or from Clinia’s negligence.
14.2 Indemnification by Customer
Customer will defend Clinia and its officers, directors, employees, and agents (”Clinia Indemnitees”) from and against any Claims, and will pay any damages finally awarded against a Clinia Indemnitee, or amounts agreed in a settlement approved by Customer, to the extent arising from or based on:
a) a Claim arising from Customer Data, Customer Applications, or Customer Environments;
b) a Claim that Customer has violated the intellectual property rights of a third party; or
c) a Claim that Customer, an Authorized User, or an End User has violated healthcare, privacy, security, or other regulatory obligations applicable to Customer’s use of the Services.
14.3 Procedures
(a) Notice and cooperation. Each Party’s obligations under this Section 14 are conditioned on the Party seeking indemnification (an “Indemnitee”) (i) promptly notifying the indemnifying Party in writing of any Claim subject to indemnification under this Section 14, provided that the indemnifying Party is relieved of its obligations only to the extent it was prejudiced by a delay in notice; (ii) providing reasonable cooperation in the defense of the Claim; and (iii) granting the indemnifying Party sole control of the defense and settlement of the Claim. The Indemnitee may participate in and monitor the defense with counsel of its own choosing, at its own expense.
(b) Settlement. The indemnifying Party will not settle any Claim unless the settlement (i) fully and unconditionally releases the Indemnitee, (ii) contains no admission of liability or fault by the Indemnitee, and (iii) imposes no obligation on the Indemnitee other than the payment of money paid in full by the indemnifying Party.
(c) Failure to defend. If the indemnifying Party fails to assume the defense of an indemnifiable Claim within a reasonable time, the Indemnitee may defend or settle the Claim in a commercially reasonable manner, at the indemnifying Party’s expense.
14.4 Mitigation
If the Services become, or in Clinia’s reasonable judgment are likely to become, the subject of an IP Claim, Clinia may, at its expense and in its sole discretion: (a) obtain rights for Customer to continue using the affected Services; (b) modify or replace the affected Services so that they become non-infringing, without materially reducing their functionality; or (c) terminate the affected Services and refund Customer any prepaid, unused Fees for the terminated portion. If Clinia’s action under clause (b) or (c) materially and adversely affects Customer’s use of the Services, Customer may terminate the applicable Order Form for the affected Services by written notice to Clinia.
14.5 Exclusions
Clinia has no obligation under Section 14.1 to the extent a Claim arises from: (a) Customer Data; (b) Customer Applications or Customer Environments; (c) Third-Party Services not controlled by Clinia; (d) modifications to the Services not made or authorized by Clinia; (e) use of the Services in violation of the Agreement or the Documentation; (f) Clinia’s compliance with specifications, instructions, or directions provided by Customer; or (g) Customer’s combination of the Services with products, data, or systems not provided or approved by Clinia.
14.6 Sole Remedy
This Section 14 states Clinia’s entire liability, and Customer’s sole and exclusive remedy, for third-party Claims alleging that the Services infringe or misappropriate intellectual property rights, and each Party’s respective rights and obligations for any other Claim subject to indemnification under this Section 14.
15. Limitation of Liability
15.1 Exclusion of certain damages
To the maximum extent permitted by Applicable Laws, neither Party will be liable to the other for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenues, goodwill, business interruption, loss of use, or loss or corruption of data, arising out of or relating to the Agreement, even if advised of the possibility of those damages.
15.2 Liability cap
Except for Excluded Claims, each Party’s aggregate liability arising out of or relating to the Agreement will not exceed the Fees paid or payable by Customer to Clinia under the applicable Order Form during the twelve (12) months before the last event giving rise to the claim.
15.3 Excluded Claims
The limitations in Section 15.2 do not apply to:
a) Customer’s payment obligations;
b) a Party’s indemnification obligations under Section 14 (Indemnification);
c) a Party’s breach of confidentiality obligations;
e) a Party’s breach of security obligations resulting in unauthorized access to, acquisition of, use of, or disclosure of Protected Health Information;
f) a Party’s misuse or infringement of the other Party’s intellectual property rights; or
g) liability that cannot be limited under Applicable Laws; or
16. Term and Termination
16.1 Term
The Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated in accordance with the applicable Order Form.
16.2 Subscription Term and Renewal
Each Order Form will specify the applicable Subscription Term.
Unless otherwise stated in the Order Form, subscriptions automatically renew for successive renewal terms equal in length to the initial Subscription Term unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
16.3 Termination for Cause
Either Party may terminate the Agreement or an affected Order Form if the other Party materially breaches the Agreement and does not cure the breach within thirty (30) days after receiving written notice.
Either Party may terminate immediately if the breach is incapable of cure.
16.4 Termination for Insolvency
Either Party may terminate the Agreement or an affected Order Form if the other Party becomes insolvent, ceases business operations, makes an assignment for the benefit of creditors, becomes subject to bankruptcy, receivership, insolvency, or similar proceedings, or has a receiver, trustee, custodian, liquidator, or similar officer appointed over a material part of its business.
16.5 Suspension
Clinia may suspend or limit access to the Services where reasonably necessary to:
a) address security, operational, or compliance risks;
b) prevent unauthorized or unlawful use of the Services;
c) respond to misuse or breach of the Agreement;
d) protect the Services, Customer Data, Clinia, other customers, or third parties;
e) comply with Applicable Laws or lawful governmental requests;
f) address materially overdue undisputed payment obligations;
g) comply with export controls, sanctions, trade restrictions, or similar legal requirements; or
h)respond to the suspension, discontinuation, or material change of a Third-Party Service or technical component required to provide the affected Services.
Where reasonably practicable, Clinia will provide notice and an opportunity to resolve the issue before suspension.
Clinia will use commercially reasonable efforts to limit the suspension to the affected Services, accounts, users, features, or components.
16.6 Effect of termination
Upon expiration or termination of the Agreement or an affected Order Form, Customer’s right to access and use the affected Services ends.
Customer will stop using Clinia Technology made available through the affected Services and, where applicable, delete or return copies of Clinia software, credentials, access keys, or other Clinia materials in Customer’s control.
Customer Data will be handled in accordance with Section 10.8, the applicable Order Form, Product Schedule, and DPA.
Expiration or termination does not affect obligations accrued before the effective date of expiration or termination, including payment obligations.
16.7 Fees Upon Termination
All Fees due or payable as of the effective date of termination or expiration become due in accordance with the applicable Order Form.
If Customer terminates the Agreement or an affected Order Form for Clinia’s uncured material breach, Clinia will refund any prepaid unused Fees for the terminated portion of the affected Services.
If Clinia terminates the Agreement or an affected Order Form for Customer’s uncured material breach, Customer remains responsible for all outstanding Fees and any unpaid Fees for the remainder of the Term. Where such Fees are variable, the amount payable for the remainder of the committed Term shall be calculated based on Clinia’s reasonable estimate of the Fees that would have accrued based on Customer’s expected usage, having regard to Customer’s average usage during the period since the effective date of the Order Form.
16.8 Survival
Provisions that by their nature should survive expiration or termination will survive, including provisions relating to confidentiality, intellectual property, payment obligations, privacy and security obligations, limitation of liability, indemnification, and dispute resolution.
17. Export, Sanctions, and Compliance
Customer will comply with Applicable Laws relating to export controls, economic sanctions, anti-corruption, and international trade in connection with its use of the Services.
Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive trade sanctions or embargoes under Applicable Laws, and is not identified on any governmental restricted or denied-party list applicable to the Services.
Customer may not access or use the Services in violation of export control, sanctions, or trade laws, or in a manner that would cause Clinia or its service providers to violate Applicable Laws.
18. General Provisions
18.1 Assignment
Neither Party may assign the Agreement without the other Party’s prior written consent, not to be unreasonably withheld.
Either Party may assign the Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets, provided that the assignee assumes the assigning Party’s obligations under the Agreement. The assigning Party remains responsible for obligations that arose before the Effective Date of the assignment.
Where an assignment under this Section 18.1 is made in connection with a change of control and Customer Data processed under the Agreement includes Health Information, the assigning Party will provide the other Party with reasonable advance written notice of the assignment.
Any attempted assignment in violation of this section is void.
18.2 Force Majeure
Neither Party will be responsible for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, acts of government, labour disputes, public health emergencies, failures of internet service providers or cloud infrastructure providers, cyberattacks not resulting from the affected Party’s breach of its security obligations, or interruptions affecting third-party infrastructure or utilities.
This section does not excuse payment obligations or obligations to protect Customer Data, Personal Information, Health Information, or Confidential Information.
18.3 Notices
Notices under the Agreement must be provided in writing and delivered to the notice address set out in the applicable Order Form, or to any updated notice address provided by a Party in writing. Notices are deemed given on receipt if delivered personally, by courier, or by email, or five (5) business days after mailing by registered mail.
Customer is responsible for maintaining current administrative, billing, security, and legal contact information.
18.4 Independent Contractors
Clinia and Customer are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary, employment, or agency relationship.
18.5 Insurance
During the Subscription Term, Clinia will maintain, at its own expense, commercially reasonable insurance coverage appropriate to the nature and scope of its business and the Services, including: (a) Commercial General Liability insurance; (b) Technology Errors & Omissions / Professional Liability insurance; and (c) Cyber Liability insurance. : Upon Customer’s written request, Clinia will provide a certificate of insurance evidencing the coverage described in this section.
18.6 No Waiver
A failure or delay in exercising any right under the Agreement is not a waiver of that right. A waiver must be in writing and signed by the Party granting the waiver.
18.7 Severability
If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in effect. The invalid or unenforceable provision will be interpreted as closely as possible to reflect its original intent.
18.8 Governing Law and Forum
The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The state and federal courts located in Wilmington, Delaware will have exclusive jurisdiction over any dispute arising out of or relating to the Agreement that is not subject to arbitration under Section 18.9, and each Party consents to the personal jurisdiction of those courts for that purpose.
For Customers domiciled outside the United States, the parties may agree in the applicable Order Form to an alternative arbitral seat and administering institution appropriate to Customer’s jurisdiction, in place of AAA/Wilmington, Delaware, without otherwise altering the choice of Delaware law.
18.9 Dispute Resolution
Any dispute, claim, or controversy arising out of or relating to the Agreement, except as set out below, will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, before a single arbitrator, seated in Wilmington, Delaware, and conducted in English. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. Notwithstanding the foregoing, either Party may bring: (a) a claim for injunctive or other equitable relief; or (b) a claim alleging infringement or misappropriation of a Party’s intellectual property rights, in the state or federal courts located in Wilmington, Delaware, and each Party consents to the personal jurisdiction of those courts for that purpose.
18.10 Language
The Parties confirm that they have requested that the Agreement and all related documents be drafted in English.
Les parties confirment avoir exigé que cette convention et tous les documents connexes soient rédigés en anglais.
18.11 Amendments
Except as expressly permitted under the Agreement, any amendment to an Order Form, statement of work, or other signed agreement must be in writing and signed by authorized representatives of both Parties.
18.12 Updates to Terms and Incorporated Documents
Clinia may update these General Terms, Product Schedules, Documentation, and other incorporated terms from time to time to reflect changes to the Services, Applicable Laws, security requirements, technical requirements, third-party dependencies, operational practices, or the way Clinia provides the Services.
Clinia will provide reasonable notice of material updates through the Services, by email, through a trust center or customer portal, or by other reasonable means.
Updates will not materially reduce Customer’s rights or materially increase Customer’s obligations during an active Subscription Term unless reasonably required for legal, security, technical, operational, or third-party dependency reasons, or unless Customer agrees to the update.
Changes to Fees, payment terms, or other commercial terms in an active Order Form require a written amendment or other written agreement between the Parties, unless the applicable Order Form expressly states otherwise.
Customer’s continued use of the Services after an update becomes effective constitutes acceptance of the updated terms. If Customer objects to a material update that is not required for legal, security, technical, operational, or third-party dependency reasons, Customer may choose not to renew the affected Order Form at the end of the then-current Subscription Term.
18.13 Entire Agreement
The Agreement constitutes the entire agreement between Clinia and Customer relating to the Services and supersedes all prior or contemporaneous agreements, communications, and understandings relating to its subject matter.
18.14 Counterparts and Electronic Signatures
Oder Forms may be executed electronically and in counterparts. Each counterpart is deemed an original, and all counterparts together form one agreement.
Electronic signatures and electronic copies will be treated as originals.
Schedule 1: Definitions
“Aggregated Data” means data created by combining or summarizing De-identified Data with other De-identified Data or data from other sources so that it does not identify and is not reasonably capable of being used to identify Customer or any individual and is not reasonably capable of being used to reconstruct Customer Data.
“Agreement” means these General Terms, the applicable Order Form, any applicable Product Schedule or deployment-specific schedule, the DPA and BAA where applicable, any applicable Security Schedule or Security Terms, the Acceptable Use Policy and any other document expressly incorporated by reference.
“AI Features” means features or functionality of the Services that use artificial intelligence, machine learning, large language models, retrieval systems, ranking systems, generative systems, or similar technologies to generate, retrieve, rank, summarize, transform, classify, recommend, or otherwise process information.
“Applicable Laws” means laws, regulations, rules, orders, and legally binding governmental requirements applicable to a Party’s performance under the Agreement or use of the Services, including applicable Privacy Laws, healthcare laws, export control laws, sanctions laws, and professional or regulatory obligations.
“Authorized User” means an employee, contractor, agent, representative, or other individual authorized by Customer to access or use the Services on Customer’s behalf.
“BAA” means the Business Associate Agreement entered into or incorporated by reference between Clinia and Customer, governing Clinia’s obligations as a “business associate” of Customer under HIPAA with respect to Protected Health Information.
“Clinia” means Clinia Health Inc.
“Clinia Data” means data, content, records, files, prompts, queries, instructions, inputs, materials, configurations, and other information, including synthetic data, provided by Clinia through the Services.
“Clinia IP” means all intellectual property rights of any kind, whether registered or unregistered, in and to the Clinia Technology, the Documentation, the Services, Clinia’s trademarks, trade names, logos, and branding, Usage Data, Aggregated Data, and any improvements, modifications, enhancements, updates, or derivative works of the foregoing. Clinia IP does not include Customer Data, Customer Applications, Customer Environments, or Outputs owned by Customer under the Agreement.
“Clinia Technology” means the Services, Clinia Data, software, platform, APIs, tools, models, systems, workflows, user interfaces, templates, configurations, connectors, Documentation, technical components, know-how, and other technology provided or made available by Clinia, including improvements, modifications, updates, and derivative works of the foregoing. Clinia Technology does not include Customer Data, Customer Applications, Customer Environments, or Outputs owned by Customer under the Agreement.
“Confidential Information” means non-public information disclosed by or on behalf of one Party to the other Party in connection with the Agreement that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes non-public business, technical, financial, product, security, operational, and legal information. Customer Data is Customer’s Confidential Information.
“Credits” means the usage units, however denominated, that Customer purchases under the Agreement and that are consumed based on Customer’s use of the Services, as described in Section 7.2.
“Customer” means the entity identified in the applicable Order Form or otherwise approved by Clinia to access or use the Services.
“Customer Application” means any application, system, workflow, interface, software, website, product, tool, integration, or service developed, owned, operated, configured, or controlled by or on behalf of Customer that accesses, uses, integrates with, or interoperates with the Services.
“Customer Data” means data, content, records, files, prompts, queries, instructions, inputs, materials, configurations, and other information submitted to, uploaded to, transmitted through, stored in, or otherwise made available to the Services by or on behalf of Customer, Authorized Users, or End Users. Customer Data includes Personal Information and Health Information where such information is included in the foregoing. Customer Data does not include Usage Data, Aggregated Data, De-identified Data, Feedback, or Clinia Technology.
“Customer Environment” means any cloud account, virtual private cloud, infrastructure, network, system, device, identity provider, database, storage environment, endpoint, software environment, security tool, logging system, monitoring system, or other technical environment owned, operated, configured, or controlled by or on behalf of Customer.
“De-identified Data” means data derived from Customer Data that has been processed so that it does not identify and is not reasonably capable of being used to identify Customer, an Authorized User, an End User, a patient, or any other individual, and is not reasonably capable of being used to reconstruct Customer Data. Where the source data includes Health Information subject to HIPAA, De-identified Data must satisfy 45 C.F.R. § 164.514(b), through either the Safe Harbor method or Expert Determination.
“Deployment-Specific Logs” means logs, traces, audit records, diagnostic data, or similar technical records generated within or relating to a Customer-specific deployment, workspace, environment, or account, where those records contain or reflect Customer Data, prompts, Outputs, retrieval traces, Health Information, or other sensitive Customer-specific activity.
“Documentation” means the user guides, technical documentation, API documentation, product documentation, support materials, usage instructions, policies, or other documentation made available by Clinia for the applicable Services, as updated from time to time.
“DPA” means the Data Processing Addendum entered into or incorporated by reference between Clinia and Customer, where Clinia processes Personal Information on behalf of Customer.
“Effective Date” means the effective date stated in the applicable Order Form or, if no Order Form applies, the date Customer first accepts these Terms through onboarding or utilization of Services.
“End User” means any individual or entity that accesses, uses, receives, or interacts with the Services, Outputs, Customer Applications, or Customer-controlled workflows through or on behalf of Customer, directly or indirectly, including (a) clients, customers, or other organizations to which Customer makes Customer Applications available, and (b) the personnel, healthcare professionals, and other individuals accessing through those organizations, but excluding individuals acting as Authorized Users.
“Excluded Claims” means the claims and obligations excluded from the liability limitations under Section 15.2.
“Feedback” means suggestions, comments, ideas, requests, recommendations, corrections, or other feedback provided by or on behalf of Customer relating to the Services, Clinia Technology, Documentation, or Clinia’s products, services, or business.
“Fees” means the fees, charges, and amounts payable by Customer for the Services, Professional Services, or other items described in an Order Form or statement of work.
“Free Tier Services” means Services or environments made available on a free, trial, evaluation, preview, demonstration, sandbox, beta, pilot, proof-of-concept, or similar self-serve basis.
“Free Tier Services Terms” means the Clinia Free Tier Services Terms of Service, as in effect from time to time, which govern Free Tier Services access in place of, and not in addition to, these General Terms.
“General Terms” means these Clinia General Terms of Service.
“Generated Code” means source code, scripts, queries, or other code-form output generated by or through the Services using artificial intelligence or similar technology.
“Health Information” means information relating to the physical or mental health, healthcare, diagnosis, treatment, care, services, or health-related status of an individual, including personal health information, health and social services information, protected health information, and similar information protected under applicable Privacy Laws.
“HIPAA” means the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations.
“Order Form” means an ordering document, online signup flow, service selection flow, quote, statement of work, purchase order accepted by Clinia, or other ordering mechanism approved by Clinia that identifies the Services, Fees, Subscription Term, usage limits, deployment model, or other commercial or operational terms applicable to Customer’s use of the Services.
“Outputs” means responses, results, summaries, recommendations, classifications, extractions, generated text, retrieved information, or other outputs generated by or through the Services for Customer based on prompts, queries, instructions, Customer Data, retrieval context, or other inputs provided by or on behalf of Customer and expressly exclude Generated Code.
“Party” means Clinia or Customer, and “Parties” means both Clinia and Customer.
“Personal Information” means information relating to an identified or identifiable individual, including personal information, personal data, personally identifiable information, Protected Health Information, Health Information, health and social services information, and similar information protected under applicable Privacy Laws.
“Privacy Laws” means Applicable Laws relating to privacy, data protection, data security, breach notification, confidentiality, or the processing of Personal Information or Health Information.
“Product Schedule” means a product-specific or deployment-specific schedule, addendum, attachment, or set of terms that applies to a particular Service, deployment model, integration, environment, feature, or product offering.
“Professional Services” means implementation, onboarding, configuration, integration, migration, training, consulting, or other professional services provided by Clinia, as described in an Order Form or statement of work.
“Protected Health Information” or “PHI” means protected health information as defined under HIPAA, where HIPAA applies. PHI is a subset of Health Information and Personal Information.
“Security Incident” means a confirmed or reasonably suspected breach of security resulting in unauthorized access to, acquisition of, disclosure of, loss of, alteration of, or destruction of Customer Data processed by Clinia. Security Incident does not include unsuccessful access attempts, routine security events, pings, scans, denial-of-service attempts, malware attempts, or similar events that do not result in unauthorized access to Customer Data.
“Services” means the products, services, software, platform, APIs, AI Features, tools, functionality, support, Professional Services, and related offerings provided or made available by Clinia to Customer under an Order Form or otherwise under the Agreement.
“Subscription Term” means the subscription period for the applicable Services stated in the Order Form, including any renewal term.
“Third-Party Services” means products, services, software, systems, platforms, infrastructure, APIs, models, data sources, integrations, applications, websites, or other technology provided by a third party that the Services may rely on, interoperate with, connect to, or make available for use with the Services.
“Usage Data” means technical, operational, telemetry, metadata, usage, diagnostic, performance, error, and log data relating to the operation, security, monitoring, support, troubleshooting, or use of the Services, such as the number and type of calls, response size, latency, errors, and performance metrics. Usage Data does not include Customer Data or other customer content and does not include the content of queries, prompts, Outputs, search terms, document or retrieval paths, patient information, or any log entry or telemetry containing that information.