Introduction

Welcome to Claio. These Terms of Service ("Terms") govern your access to and use of the Claio website, applications, and services (collectively, the "Services"). Please read these Terms carefully before using our Services. By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy.

Definitions

Throughout these Terms, the following definitions apply:

"Claio," "we," "us," and "our" refer to Claio, Inc., the company that provides the Services.
"User," "you," and "your" refer to any individual or entity that accesses or uses our Services.
"Content" refers to any information, data, text, software, graphics, messages, or other materials that are uploaded, transmitted, or displayed on or through the Services.
"PHI" refers to Protected Health Information.

Account Registration and Security

To use certain features of our Services, you may need to create an account. When registering for an account, you agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

We reserve the right to disable any user account if we believe you have violated these Terms or if we determine that your account activity poses a risk to the security or integrity of our Services.

Subscription and Payment Terms

Some of our Services require payment of fees. By subscribing to a paid Service, you agree to pay all fees associated with the subscription plan you select. All fees are in U.S. dollars and are non-refundable except as expressly provided in these Terms.

We may change our fees at any time by posting the changes on our website or by notifying you directly. If you do not agree to the fee changes, you must cancel your subscription before the changes take effect.

If your payment method fails or your account is past due, we may suspend or terminate your access to the Services. You are responsible for all applicable taxes, and we will charge tax when required to do so.

Data Protection and Business Associate Agreement

If you provide PHI to Claio through our Services, you agree that Claio is acting as your business associate. In such cases, our Business Associate Agreement ("BAA") will govern our handling of PHI. If you have not executed a BAA with Claio, you agree not to provide any PHI to us through the Services.

You represent and warrant that you have all necessary rights, consents, and authorizations to provide any PHI to Claio and that your use of our Services complies with all applicable laws and regulations.

Intellectual Property Rights

The Services and all content, features, and functionality thereof, including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, are owned by Claio, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Services for your personal, non-commercial use, or legitimate business purposes related to your role as a current or prospective customer of Claio. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

User Content and License

Our Services may allow you to upload, submit, store, send, or receive content. You retain ownership of any intellectual property rights that you hold in that content. When you upload, submit, store, send, or receive content to or through our Services, you give Claio a worldwide license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, and distribute such content solely for the purpose of providing and improving the Services.

You represent and warrant that you own or have the necessary rights to grant us the license described above, and that your content does not violate the law or the rights of any third party.

Prohibited Uses

You agree not to use the Services:

In any way that violates any applicable federal, state, local, or international law or regulation.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
To impersonate or attempt to impersonate Claio, a Claio employee, another user, or any other person or entity.
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Claio or users of the Services or expose them to liability.
To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.

Termination

We may terminate or suspend your access to all or part of the Services, with or without notice, for any conduct that we, in our sole discretion, believe violates these Terms or is harmful to other users of the Services, us, or third parties, or for any other reason.

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CLAIO EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any content available through the Services.

You acknowledge that Claio's Services are designed to assist with medical coding and billing but are not a substitute for professional medical or coding judgment. You are solely responsible for verifying the accuracy of any codes, documentation, or billing information generated or suggested by our Services.

Limitation of Liability

IN NO EVENT WILL CLAIO, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless Claio, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.

Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or related to them, their subject matter, or their formation shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in San Francisco County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Changes to Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter.

Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

Contact Information

If you have any questions about these Terms, please contact us at:

Claio, Inc.
Email: [email protected]
Address: 123 Tech Plaza, Suite 400, San Francisco, CA 94103