claio

Claio.ai End User License Agreement

Last updated: May 1, 2024

GENERAL: READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. THIS AGREEMENT WILL GOVERN YOUR USE OF THE SOFTWARE. BY CREATING AN ACCOUNT WITH THE SOFTWARE, YOU ACKNOWLEDGE HAVING READ THIS AGREEMENT, UNDERSTOOD IT AND AGREE TO BE BOUND BY ITS PROVISIONS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT CREATE AN ACCOUNT WITH THIS SOFTWARE OR LOG IN. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN YOU AND VALSOFT CORPORATION, INC - CLAIO.AI ("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.

Term: This Agreement is effective upon creation of an account in the Software and will continue until terminated. You may terminate this Agreement at any time by giving a written notice of termination at least thirty (30) days prior to the beginning of the renewal term. Claio.ai may terminate this Agreement immediately upon notice if You breach any provision of this Agreement. Your obligations of security, secrecy, return or destruction of the Software and Documentation and nondisclosure, will survive any termination of this Agreement.

License: Claio.ai grants, and You accept, a single, personal, non-transferable, non-assignable and non-exclusive license to use the Software in object code form only, subject to all the terms and conditions of this Agreement.

You may Use the Software only for the subscription period for which Claio.ai has received your Subscription License fee.

The Software is licensed for Your internal business purposes. No rights to sublicense or market the Software or Documentation are granted. All rights not specifically granted to You by this Agreement will remain in Claio.ai. You acknowledge 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. You must not modify the Software, or attempt to decompile, cross compile, disassemble, reverse engineer, or use any other means to decode the Software.

  1. Title. Title and full ownership rights to the licensed software and any copies thereof furnished under this agreement shall belong solely to Claio.ai. The customer acknowledges that the licensed software is a proprietary asset and valuable trade secret of Claio.ai regardless of whether it is validly copyrighted or patented. The Customer shall affix such evidence of ownership by Claio.ai on the licensed software as requested by Claio.ai. In the event any other individual or entity has a proprietary interest in said licensed software, the Customer shall also execute such agreement(s) as required by such individual or entity as respects the Customer's use of said licensed software. The Customer shall not copy or permit the copying by others of the licensed software without the prior written consent of Claio.ai on a case-by-case basis.
  2. Assignment. The Customer's rights in and to the licensed program 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.
  3. Utilization Of Licensed Software. The licensed 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 practice. All data processed by the licensed software must be the property of the Customer.
  4. Cessation Of Business. In the event the Customer shall cease doing business, shall be declared bankrupt, or shall suffer any attachment or lien to remain on the licensed software for more than 30 days, the license granted by this agreement shall immediately terminate.
  5. Non-Disclosure. The Customer agrees not to provide or otherwise make available any licensed program, in any form, or any materials related thereto, to any person other than its employees, without the prior written consent of Claio.ai. The Customer agrees that it will take appropriate action with respect to its employees or other persons permitted access to the licensed program to satisfy the Customer's obligation under this agreement with respect to use, copying, modifications and protection and security of the licensed program.
  6. 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.

Covenants, Representations And Warranties Of Claio.ai

Software. Claio.ai does not warrant or represent that Your Use of the Software will be uninterrupted or error free. Claio.ai GRANTS NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, ON ANY LICENSED SOFTWARE PROGRAM, 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 THE 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 LICENSED SOFTWARE PROGRAM.

Infringement Indemnity. Claio.ai shall hold harmless and defend Customer against any claim that the use of the licensed software program by the Customer under this agreement infringes upon any patent, copyright, trademark, or other proprietary right belonging to another individual or entity.

  1. Limitation Of Liability: Claio.ai WILL NOT BE LIABLE (I) IN ANY EVENT FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE SOFTWARE OR ITS USE BY YOU OR ANY OTHER PERSON, OR (II) FOR ANY FAILURE OF Claio.ai IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING LIABILITY FOR NEGLIGENCE) EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF Claio.ai. IN ANY AND ALL CASES, Claio.ai'S MAXIMUM LIABILITY IN CONNECTION WITH OR ARISING OUT OF THIS CONTRACT WILL BE LIMITED TO THE AMOUNTS THAT YOU PAID FOR THE RIGHT TO USE THE SOFTWARE UNDER THIS AGREEMENT.
  2. 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.
  3. 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.

HIPAA Privacy and Security Regulation Compliance

For the purposes of this Agreement, and to the extent Claio.ai is deemed to be Your "Business Associate" (as defined below), Claio.ai and You will comply with the "HIPAA Rules" (as defined below) and the following:

Definitions

  1. Terms used in this Section but not otherwise defined, including the following terms, shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information (or PHI), Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information (or Unsecured PHI), and Use.
  2. HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

Claio.ai's Obligations

  1. Prohibition on Unauthorized Use or Disclosure. Claio.ai shall not Use or Disclose PHI other than as permitted or required by the HIPAA Rules, this Agreement, or as Required By Law.
  2. Safeguards. Claio.ai shall use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent Use or Disclosure of PHI other than as provided for by this Agreement.
  3. Duty to Report Violations. Claio.ai shall report to You any Use or Disclosure of PHI not provided for by the HIPAA Rules or this Agreement of which it becomes aware, including breaches of Unsecured PHI as required at 45 CFR § 164.410, and any Security Incident of which it becomes aware.
  4. Subcontractors. Claio.ai shall, in accordance with 45 CFR §164.502 (e)(1)(ii) and §164.308(b)(2), if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Claio.ai agree to the same restrictions, conditions, and requirements that apply to Claio.ai with respect to such information.
  5. Access to PHI. Within fifteen (15) days of a request by You, Claio.ai shall make available PHI in a Designated Record Set to You as necessary to satisfy Your obligations under 45 CFR § 164.524.
  6. Amendment to PHI. Within thirty (30) days of a request by You, Claio.ai shall make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by You pursuant to 45 CFR § 164.526, or take other measures as necessary to satisfy Your obligations under 45 CFR § 164.526.
  7. Accounting of Disclosures. Claio.ai shall maintain, and within thirty (30) days of Your request make available, the information required to provide an accounting of Disclosures to You as necessary to satisfy Your obligations under 45 CFR § 164.528.
  8. Compliance with Requirements. To the extent Claio.ai is to carry out one or more of Your obligation(s) under Subpart E of 45 CFR Part 164, Claio.ai shall comply with the requirements of Subpart E that apply to You in the performance of such obligation(s).
  9. Inspection of Books and Records. Claio.ai shall maintain and make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.

Permitted Uses And Disclosures

  1. Permitted Use and Disclosure. Claio.ai may only Use or Disclose PHI as necessary for the purpose of providing services to You as set forth in this Agreement.
  2. Required by Law. Claio.ai may Use or Disclose PHI as Required By Law.
  3. Minimum Necessary. Claio.ai agrees to make Uses and Disclosures and requests for PHI consistent with Your Minimum Necessary policies and procedures.
  4. Other Permitted Uses and Disclosures. Claio.ai may not Use or Disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by You except for the specific Uses and Disclosures set forth below:
    • Claio.ai may Use PHI for the proper management and administration of Claio.ai or to carry out the legal responsibilities of Claio.ai.
    • Claio.ai may Disclose PHI for the proper management and administration of Claio.ai or to carry out the legal responsibilities Claio.ai, provided the Disclosures are Required By Law, or Claio.ai obtains reasonable assurances from the person to whom the information is Disclosed that the information will remain confidential and Used or further Disclosed only as Required By Law or for the purposes for which it was Disclosed to the person, and the person notifies Claio.ai of any instances of which it is aware in which the confidentiality of the information has been breached.
    • Claio.ai may provide Data Aggregation services relating to Your Health Care Operations.
    • Claio.ai may de-identify any and all PHI created or received by You under this Agreement; provided, however, that the de-identification conforms to the requirements of the HIPAA Rules. Such resulting de-identified information would not be subject to the terms of Section 9 or the HIPAA Rules, and Claio.ai may Use and/or Disclose such de-identified information.
    • Pursuant to an Authorization. Claio.ai may Use or Disclose PHI pursuant to a valid authorization by an Individual that satisfies the requirements of 45 CFR § 164.508.

Your Obligations

  1. Notice of Limitation. You shall notify Claio.ai of any limitation(s) in Your Notice of Privacy Practices under 45 CFR § 164.520, to the extent that such limitation may affect Claio.ai's Use or Disclosure of PHI.
  2. Notice of Revocation of Authorization. You shall notify Claio.ai of any changes in, or revocation of, the permission by an Individual to Use or Disclose his or her PHI, to the extent that such changes may affect Claio.ai's Use or Disclosure of PHI.
  3. Notice of Restriction. You shall notify Claio.ai of any restriction on the Use or Disclosure of PHI that You have agreed to or are required to abide by under 45 CFR § 164.522, to the extent that such restriction may affect Claio.ai's Use or Disclosure of PHI.
  4. Impermissible Requests. You shall not request Claio.ai to Use or Disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by You except for the specific Uses and Disclosures set forth in Section 9(c)(iv) above.
  5. Obtaining Consent. You shall obtain any consent, authorization or permission that may be required by the HIPAA Rules or applicable state laws and/or regulations prior to furnishing Claio.ai, or allowing Claio.ai to obtain on Your behalf, the PHI pertaining to an individual.
  6. Notwithstanding anything to the contrary in this Agreement, You shall not furnish Claio.ai PHI that is subject to any arrangements permitted or required of You under the HIPAA Rules that may impact in any manner the Use and/or Disclosure of PHI by Claio.ai under this Agreement, including, but not limited to, restrictions on the Use and/or Disclosure of PHI as provided for in 45 CFR § 164.522 and agreed to by You.

Breach Notification

  1. Breach Notification. As soon as reasonably possible, and in all cases within thirty (30) days of the first day on which any employee, officer, or agent of Claio.ai either knows or, by exercising reasonable due diligence, would have known that a Breach of Unsecured PHI has occurred, Claio.ai shall notify You of such Breach. The notification shall include the identification of each Individual whose Unsecured PHI has been, or is reasonably believed by Claio.ai to have been, accessed, acquired, Used, or Disclosed during such Breach. The notification shall also include: (1) a brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known; (2) a description of the types of Unsecured PHI that were involved in the Breach (such as full name, social security number, date of birth, home address, account number, or disability code); (3) recommended steps that Individuals should take to protect themselves from potential harm resulting from the Breach; and (4) a brief description of what Claio.ai is doing to investigate the Breach, to mitigate harm to Individuals, and to protect against any further Breaches. Claio.ai shall maintain evidence to demonstrate that any required notification under this paragraph was made unless Claio.ai determines that a delayed notification applies.
  2. Delayed Notification to You. If a law enforcement official states in writing to Claio.ai that the notification to You required under Section 9(e)(i) above would impede a criminal investigation or cause damage to national security, then Claio.ai may delay the notification for any period of time set forth in the written statement of the law enforcement official. If the law enforcement official provides an oral statement, then Claio.ai shall document the statement in writing, including the name of the law enforcement official making the statement, and may delay the required notification for no longer than thirty (30) days from the date of the oral statement, unless the law enforcement official provides a written statement during that time that specifies a different time period. Claio.ai shall be obligated to maintain evidence to demonstrate that the required notification under this paragraph was made.

Termination

  1. Termination for Cause. Upon Your knowledge of a material breach of this Section 9 by Claio.ai, You shall provide written notice of the breach to Claio.ai and provide an opportunity for Claio.ai to cure the breach or end the violation within thirty (30) business days of such written notice, unless cure is not possible. If Claio.ai fails to cure the breach or end the violation within the specified time period or cure is not possible, You may terminate this Agreement immediately upon written notice, unless termination is infeasible.
  2. Effect of Termination. Except as provided in this Section 9(f)(iii), upon termination of this Agreement for any reason, Claio.ai, with respect to PHI received from You, or created, maintained, or received by Claio.ai on Your behalf, shall:
    • Retain only that PHI which is necessary for Claio.ai to continue its proper management and administration or to carry out its legal responsibilities;
    • Return to You or, if agreed to by You, destroy the remaining PHI that Claio.ai still maintains in any form;
    • Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI to prevent Use or Disclosure of the PHI, other than as provided for in this Section 9(f)(ii) for as long as Claio.ai retains the PHI;
    • Not Use or Disclose the PHI retained by Claio.ai other than for the purposes for which such PHI was retained and subject to the same conditions set forth in Section 9 above which applied prior to termination; and
    • Return to You or, if agreed to by You, destroy the PHI retained by Claio.ai when it is no longer needed by Claio.ai for its proper management and administration or to carry out its legal responsibilities.

Miscellaneous

  1. Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
  2. Amendment. Claio.ai and You agree to take such action as is necessary to amend this Section 9 from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.
  3. Survival. The respective rights and obligations of Claio.ai under Sections 9(f) and 9(g) shall survive the termination of this Agreement.
  4. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.