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Claio

Terms of Service

GENERAL

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. THIS AGREEMENT WILL GOVERN CUSTOMER'S USE OF THE SOFTWARE. BY CREATING AN ACCOUNT WITH THE SOFTWARE, CUSTOMER ACKNOWLEDGES HAVING READ THIS AGREEMENT, UNDERSTOOD IT AND AGREES TO BE BOUND BY ITS PROVISIONS. IF CUSTOMER IS NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, CUSTOMER SHOULD NOT CREATE AN ACCOUNT WITH THIS SOFTWARE OR LOG IN. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND CLAIO TECHNOLOGY INC (“Claio.ai”) CONCERNING THE SOFTWARE, AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING WITH RESPECT TO THE SOFTWARE. NO PURCHASE ORDER OR OTHER COMMUNICATION WILL BE CONSTRUED AS, OR CONSTITUTE A WAIVER OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR ACCEPTANCE OF ANY ADDITIONAL TERMS, CONDITIONS OR SPECIFICATIONS, AND CLAIO.AI HEREBY OBJECTS TO SUCH ADDITIONAL OR CONTRARY TERMS, CONDITIONS OR SPECIFICATIONS.

1. Definitions and Structure

In this Agreement:

  • “Software” means the software product or service identified in the applicable Order Form, together with any related Documentation;
  • “Order Form” means an ordering document executed by the parties (or accepted by Customer online) that identifies the specific Software, term, fees, user counts, and any other commercial terms;
  • “Documentation” means the user documentation made available by Claio.ai for the applicable Software;
  • “Customer” (and/or “You/Your”) means the entity identified in the applicable Order Form, or, where no Order Form has been executed, the entity or individual that creates an account with the Software;
  • “Customer Data” means data, content, or information submitted to or processed by the Software by or on behalf of Customer; and
  • “Product-Specific Terms” means terms applicable to a particular Software offering, made available by Claio.ai and incorporated by reference into this Agreement.

Multiple Products

Customer may subscribe to one or more Software offerings under separate Order Forms. Each Order Form is governed by this Agreement together with any Product-Specific Terms applicable to the Software identified on that Order Form. Each Order Form has its own subscription term, fees, and renewal cycle.

Order of Precedence

In the event of any conflict, the documents shall control in the following order: (1) the applicable Order Form; (2) any Product-Specific Terms applicable to the Software identified in that Order Form; and (3) this Agreement. A conflict in one Order Form shall not affect any other Order Form.

Product-Specific Terms

Claio.ai may publish Product-Specific Terms or Schedules applicable to particular Software offerings (including, without limitation, payments, AI/ML, beta or early access, and integration services). Such terms are incorporated into this Agreement upon execution of an Order Form for the applicable Software.

2. Term

This Agreement is effective upon creation of an account in the Software or upon execution of the first Order Form, whichever is earlier, and will continue until all Order Forms have expired or been terminated in accordance with their terms or this Agreement. Each Order Form will commence on its effective date and continue for the initial term specified therein, after which it will automatically renew for successive renewal terms equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Either party may terminate an individual Order Form (without affecting any other Order Form) for the other party’s material breach if such breach is not cured within thirty (30) days of written notice. Claio.ai may terminate this Agreement immediately upon notice if Customer breaches any provision of this Agreement. The following provisions will survive any expiration or termination of this Agreement: Section 4 (Intellectual Property and Ownership), Section 8 (Non-Disclosure), Section 11 (Customer Data; Usage Data; AI Features), Section 13 (Warranties Disclaimer), Section 14 (Infringement Indemnity), Section 15 (Limitation of Liability), Section 16 (Applicable Law), Section 27 (Data Protection and Health Information Privacy, including all Exhibits), and any other provisions that by their nature are intended to survive.

3. License

Claio.ai grants, and Customer accepts, a non-transferable, non-assignable and non-exclusive license to use the Software identified in each Order Form in object code form only, subject to all the terms and conditions of this Agreement, the applicable Order Form, and any applicable Product-Specific Terms.

Customer may use each Software offering only during the subscription term specified in the applicable Order Form and only to the extent fees for such term have been paid.

The Software is licensed for Customer's internal business purposes. No rights to sublicense or market the Software or Documentation are granted. All rights not specifically granted to Customer by this Agreement will remain in Claio.ai. Customer acknowledges that the Software and Documentation are proprietary products of, and contain proprietary information developed by Claio.ai and will remain the property of Claio.ai. Customer must not modify the Software, or attempt to decompile, cross compile, disassemble, reverse engineer, or use any other means to decode the Software.

4. Intellectual Property and Ownership

Title and full ownership rights to the Software and any copies thereof furnished under this Agreement shall belong solely to Claio.ai. Customer acknowledges that the Software is a proprietary asset and valuable trade secret of Claio.ai regardless of whether it is validly copyrighted or patented. Customer shall affix such evidence of ownership by Claio.ai on the Software as requested by Claio.ai. In the event any other individual or entity has a proprietary interest in the Software, Customer shall also execute such agreement(s) as required by such individual or entity as respects Customer's use of the Software. Customer shall not copy or permit the copying by others of the Software without the prior written consent of Claio.ai on a case-by-case basis.

5. Assignment

Customer's rights in and to the Software as a result of this Agreement may not be assigned, pledged, or otherwise transferred either voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of Claio.ai and any such action without written consent shall be null and void.

6. Utilization Of Licensed Software

The Software may be used only for, by, and on the behalf of the Customer to which the right to use has been granted and only in connection with the operation of the Customer’s internal business operations. As between the parties, Customer owns all Customer Data, subject to the rights and licenses granted to Claio.ai under the Customer Data; Usage Data; AI Features section of this Agreement.

7. Cessation Of Business

If Customer ceases doing business as a going concern, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed for substantially all of its assets, Claio.ai may terminate this Agreement to the extent permitted by applicable law. Nothing in this Section shall be enforced in a manner inconsistent with applicable bankruptcy or insolvency law (including, where applicable, Section 365(e) of the U.S. Bankruptcy Code).

8. Non-Disclosure

“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) under or in connection with this Agreement, whether orally, in writing, or by inspection, including business plans, pricing, technical data, product roadmaps, Customer Data, and the terms of this Agreement. Confidential Information does not include information that:

  • (a) is or becomes publicly available through no fault of the Receiving Party;
  • (b) was lawfully in the Receiving Party's possession before disclosure;
  • (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or
  • (d) is lawfully received from a third party without restriction.

The Receiving Party shall:

  • (i) use the Disclosing Party's Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement;
  • (ii) not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than this Section; and
  • (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives the Disclosing Party prompt written notice (to the extent permitted by law) and cooperates with any effort to obtain protective treatment.

9. Third Party Software Upgrades

Customer is required to update to the most current version of third-party auxiliary utility programs and operating systems upon the request of Claio.ai. Upgrade costs are the responsibility of the Customer.

10. Fees and Payment

Fees

Customer shall pay all fees specified in each Order Form. Except as expressly stated in an Order Form, fees are non-refundable and quantities purchased cannot be decreased during the relevant subscription term.

Invoicing and Payment

Fees are invoiced as set forth in the applicable Order Form and are due thirty (30) days from the invoice date unless otherwise stated. Overdue amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

Taxes

Fees are exclusive of all taxes, levies, and duties. Customer is responsible for all such amounts other than taxes based on Claio.ai’s net income.

Suspension for Non-Payment

Without limiting any other rights, Claio.ai may suspend Customer’s access to the Software upon ten (10) days’ written notice if any undisputed amount remains overdue.

11. Customer Data; Usage Data; AI Features

Customer Data

As between the parties, Customer owns all right, title and interest in and to Customer Data. Customer hereby grants Claio.ai a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide and support the Software and as otherwise permitted by this Agreement.

Usage Data

Claio.ai may collect, generate, and use technical, operational, and usage data relating to the configuration, performance, and use of the Software (“Usage Data”) to operate, maintain, secure, improve, and develop its products and services. Claio.ai may publish or share aggregated and de-identified information derived from Usage Data and Customer Data, provided such information does not identify Customer or any individual.

AI Features

Where the Software includes artificial intelligence or machine learning features, Claio.ai will not use Customer Data to train generally available AI or machine learning models intended for use by third parties unless Customer has opted in to such use in writing or in the applicable Order Form. Outputs generated by AI features may contain inaccuracies; Customer is responsible for reviewing such outputs prior to relying on them, and Claio.ai disclaims all liability for use of such outputs in violation of this Agreement.

Security

Claio.ai shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data, consistent with industry standards applicable to the Software.

Consent Obligations

Customer represents and warrants that, prior to using the Software to record, transcribe, or otherwise process any individual's health information or personal data, Customer has obtained all consents, authorizations, and permissions required under applicable law, including any affirmative or written consent required by federal, state, provincial, or local law governing the collection, use, or disclosure of health information or personal data. Customer shall maintain records of such consents and shall make them available to Claio.ai upon reasonable request. Customer shall indemnify and hold harmless Claio.ai from and against any claims, damages, or regulatory penalties arising from Customer's failure to obtain any required consents.

12. Acceptable Use; Suspension

Acceptable Use. Customer shall not, and shall not permit any third party to:

  • (a) use the Software in violation of applicable law;
  • (b) attempt to gain unauthorized access to the Software or its related systems;
  • (c) use the Software to transmit malware or harmful code;
  • (d) interfere with or disrupt the integrity or performance of the Software;
  • (e) use the Software to compete with Claio.ai or to build a competing product; or
  • (f) use the Software in any manner not expressly permitted by this Agreement, the applicable Order Form, or any applicable Product-Specific Terms.

Suspension

Claio.ai may immediately suspend access to the Software (in whole or in part, including with respect to a particular Order Form) if Claio.ai reasonably determines that Customer’s use poses a security risk, may adversely impact the Software or other customers, may subject Claio.ai to liability, or violates this Section. Claio.ai will use commercially reasonable efforts to provide notice and an opportunity to cure when feasible.

13. Covenants, Representations And Warranties Of Claio.ai

13.1 Software Warranties

Claio.ai does not warrant or represent that Customer's use of the Software will be uninterrupted or error free. Claio.ai GRANTS NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, ON THE SOFTWARE, SPECIFICALLY EXCLUDING ALL THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH THE EXPRESS WARRANTY OF PROVIDING CORRECTIVE OR REPLACEMENT SOFTWARE BEING IN LIEU OF ALL OTHER WARRANTIES. UNDER NO CIRCUMSTANCES SHALL Claio.ai BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE.

14. Infringement Indemnity

Claio.ai shall defend Customer against any third-party claim alleging that Customer’s authorized use of the Software infringes any patent, copyright, trademark, or trade secret of a third party (an “IP Claim”), and shall indemnify Customer against damages and reasonable attorneys’ fees finally awarded against Customer by a court of competent jurisdiction or paid in settlement of an IP Claim approved by Claio.ai. Claio.ai’s obligations under this Section are conditioned upon Customer (a) promptly notifying Claio.ai in writing of the IP Claim; (b) granting Claio.ai sole control of the defense and settlement of the IP Claim; and (c) providing reasonable cooperation at Claio.ai’s expense. Claio.ai shall have no obligation under this Section for any IP Claim arising out of or related to: (i) Customer Data or any data, content, or instructions provided by Customer; (ii) modification of the Software by anyone other than Claio.ai; (iii) combination, operation, or use of the Software with software, hardware, or data not provided or authorized by Claio.ai; (iv) Customer’s use of the Software other than as authorized under this Agreement or the applicable Order Form; or (v) any Beta Services or third-party components. If the Software becomes, or in Claio.ai’s reasonable opinion is likely to become, the subject of an IP Claim, Claio.ai may at its option (1) procure for Customer the right to continue using the Software, (2) modify or replace the Software so it becomes non-infringing while substantially preserving its functionality, or (3) terminate the affected Order Form and refund any prepaid, unused fees for the affected Software. THIS SECTION STATES CLAIO.AI’S SOLE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY ALLEGED INFRINGEMENT.

Customer Indemnity

Customer shall defend Claio.ai against any third-party claim arising from or related to: (a) Customer Data or any content, data, or instructions submitted by or on behalf of Customer to the Software; (b) Customer's breach of the Consent Obligations set forth in Section 11; or (c) Customer's use of the Software in violation of applicable law or this Agreement (each a “Customer Claim”), and shall indemnify Claio.ai against damages and reasonable attorneys' fees finally awarded by a court of competent jurisdiction or paid in settlement of a Customer Claim approved by Customer. Claio.ai's rights under this paragraph are conditioned upon Claio.ai (i) promptly notifying Customer in writing of the Customer Claim; (ii) granting Customer sole control of the defense and settlement; and (iii) providing reasonable cooperation at Customer's expense.

15. Limitation Of Liability

EXCEPT FOR THE EXCLUDED CLAIMS DEFINED BELOW, NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOST BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUDED CLAIMS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SOFTWARE GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. NOTWITHSTANDING THE FOREGOING, EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR (A) BREACHES OF THE CUSTOMER DATA, SECURITY, OR CONFIDENTIALITY OBLIGATIONS, OR (B) BREACHES OF ANY EXHIBIT TO THIS AGREEMENT (INCLUDING THE DPA, BAA, OR CANADIAN HEALTH INFORMATION ADDENDUM), WILL NOT EXCEED TWO (2) TIMES THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS DO NOT APPLY TO (THE “EXCLUDED CLAIMS”): (1) CLAIO.AI’S INDEMNIFICATION OBLIGATIONS UNDER THE INFRINGEMENT INDEMNITY SECTION; (2) CUSTOMER’S PAYMENT OBLIGATIONS; (3) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (4) LIABILITIES THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

16. Applicable Law

This Agreement is governed by the laws of the Province of Quebec, without reference to its provisions on the conflicts of laws. Any dispute, claim or controversy arising out of or relating to this Agreement will be resolved in the courts of the Province of Quebec, to the nonexclusive jurisdiction of which the parties hereby submit themselves. Notwithstanding the foregoing, where Customer’s principal place of business is located in the United States, this Agreement shall be governed by the laws of the State of Delaware, without regard to its conflicts of law principles, and the parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. Restricted Rights Legend

The Software is delivered as “Commercial Computer Software” as defined in DFARS 48 CFR 252.227-7014. All Software and Documentation acquired by or for the U.S. Government is provided with Restricted Rights. Use, duplication or disclosure by the U.S. Government is subject to the restrictions described in FAR 48 CFR 52.227-14 or DFARS 48 CFR 252.227-7014, as applicable. Technical Data acquired by or for the U.S. Government, if any, is provided with Limited Rights. Use, duplication or disclosure by the U.S. Government is subject to the restrictions described in FAR 48 CFR 52.227-14 or DFARS 48 CFR 252.227-7013, as applicable.

18. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) due to any cause beyond its reasonable control, including acts of God, labor disputes, internet or telecommunications failures, governmental actions, public health emergencies, or other force majeure events. The affected party shall use reasonable efforts to mitigate the impact of any such event.

19. Notices

Notices to Claio.ai shall be sent to the address designated in the applicable Order Form or such other address as Claio.ai may designate in writing. Notices to Customer may be sent to the email or postal address Customer has provided in connection with its account or Order Form. Notices are effective upon receipt.

20. Modification of Terms

Claio.ai may modify this Agreement and any Product-Specific Terms from time to time by posting an updated version. Material changes will be effective thirty (30) days after notice (which may be by email or by posting on Claio.ai’s website). Continued use of the Software after the effective date constitutes acceptance. Order Form–specific commercial terms (including pricing for the then-current term) will not be changed without Customer’s consent.

21. Publicity

Neither party shall use the other party’s name, logo, or trademarks for marketing or publicity purposes without the prior written consent of the other party, except that Claio.ai may identify Customer as a customer in customer lists and on its website.

22. Export Controls and Sanctions

Customer shall comply with all applicable export control and economic sanctions laws and regulations and shall not use the Software in or for the benefit of any embargoed or sanctioned country, region, entity, or individual.

23. Beta and Early Access

Any Software identified as beta, evaluation, preview, or early access (“Beta Services”) is provided “as is” and “as available” without warranty or service level commitment, may be discontinued at any time, and is subject to any additional terms communicated to Customer at the time of access.

24. Third-Party Components

The Software may include or be distributed with third-party software components, including open-source software, which are governed by their own license terms. Such terms are incorporated by reference and Customer’s use of such components must comply with those terms.

25. Audit Rights

Claio.ai may, upon reasonable notice and not more than once per twelve (12) month period, audit Customer’s use of the Software solely to verify compliance with the applicable license metrics and use restrictions. Audits shall be conducted during normal business hours and in a manner that does not unreasonably interfere with Customer’s operations.

26. Insurance

Each party shall maintain customary insurance coverage appropriate to its business and obligations under this Agreement.

27. Data Protection and Health Information Privacy

To the extent Customer's use of the Software involves the processing of personal data or health information, the following Exhibits are incorporated into and form part of this Agreement, and shall apply to the extent indicated in each:

  • (a) Exhibit A — Data Processing Agreement (“DPA”): General data processing obligations applicable to all Customers.
  • (b) Exhibit B — Business Associate Agreement (“BAA”): Applicable where Customer is or acts on behalf of a Covered Entity or Business Associate as defined under HIPAA (the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations at 45 CFR Parts 160 and 164).
  • (c) Exhibit C — Canadian Health Information Addendum: Applicable where Customer is subject to the Personal Information Protection and Electronic Documents Act (PIPEDA) or any provincial or territorial health information privacy statute in connection with Personal Health Information processed through the Software.

In the event of a conflict between the body of this Agreement and any Exhibit, the Exhibit shall prevail to the extent of the conflict with respect to the subject matter it covers. Where more than one Exhibit applies, the parties shall comply with the more protective standard.

The Exhibits referenced above (DPA, BAA, and Canadian Health Information Addendum) are available upon request — please email help@claio.ai. They are also made available to you during the onboarding process.