Terms of Service

Effective Date: April 21, 2026

These Terms of Service ("Terms") govern your access to and use of the CosignMD platform available at cosignmd.ai and app.cosignmd.ai (the "Service"), operated by Clarity Health Innovations Inc., a California corporation ("Clarity," "we," or "us"). By creating an account or using the Service, you ("you" or "User") agree to these Terms.

1. Eligibility

The Service is intended solely for use by licensed healthcare providers and their authorized workforce members. By using the Service, you represent and warrant that:

• You are at least 18 years old and legally capable of entering into a binding agreement.
• You hold a current, unrestricted license to practice medicine or another relevant healthcare profession in your jurisdiction, or you are an authorized workforce member of a provider who holds such a license.
• Your use of the Service complies with all applicable federal, state, and local laws, including HIPAA, controlled-substance regulations, and applicable prescribing laws.

2. Account Registration and Security

• You must provide accurate and complete information during registration and keep it current.
• Credentials, magic-link codes, PINs, and passkeys are confidential. You are responsible for all activity under your account.
• You must notify us promptly at info@clarityhealthinnovations.com of any suspected unauthorized access.
• We may suspend or terminate accounts that violate these Terms, are inactive, or are associated with fraud, abuse, or security risk.

3. Subscriptions, Trials, and Billing

• Plans and pricing are displayed at signup and in the Service. Plans may include free trials; terms of each trial are disclosed at checkout.
• Recurring billing: subscriptions renew automatically at the then-current rate until canceled. You authorize us and our payment processor (Stripe) to charge your payment method on each renewal.
• Trials convert to paid subscriptions at the end of the trial period unless canceled before the trial ends.
• Cancellation: you may cancel at any time through the Service or by contacting us. Cancellation stops future renewals; it does not refund fees already paid except where required by law.
• Fee changes: we may change fees on at least 30 days' notice. Continued use after the change takes effect is acceptance of the new fees.
• Taxes: fees are exclusive of taxes, which you are responsible for paying.
• Failed payments: if payment fails, access to paid features may be restricted until payment is resolved. Certain features degrade gracefully (English-only auto-structure) during grace periods.

4. HIPAA and Protected Health Information

If you use the Service to create, receive, maintain, or transmit PHI, you and Clarity are bound by the Business Associate Agreement ("BAA"), which is incorporated by reference. You represent that you have authority as a Covered Entity or a workforce member of a Covered Entity to disclose PHI to Clarity as a Business Associate, and that your use of the Service is permitted under HIPAA and your patients' notices of privacy practices.

5. Clinical Responsibility — Advisory AI Only

• CosignMD is a workflow and documentation tool. It is not a medical device and does not provide medical advice, diagnosis, or treatment.
• AI-generated content (drafted notes, billing code suggestions, transcriptions, extracted facesheet fields, inbox triage) is advisory. The physician is solely responsible for reviewing, editing, and confirming all clinical documentation, billing codes, prescriptions, and patient communications before use.
• You are responsible for ensuring that clinical, coding, and prescribing decisions comply with professional standards, payer rules, and applicable law. Clarity makes no representation that billing codes suggested by the Service will be reimbursed or that they are appropriate for a specific encounter.
• You will not rely on the Service as the sole record of a patient encounter. You are responsible for maintaining records in your primary electronic health record system as required by law.

6. Acceptable Use

You agree not to:

• Use the Service in violation of any law or regulation, including HIPAA, HITECH, state medical-practice laws, controlled-substance laws, or consumer-protection laws.
• Attempt to access data belonging to other Users, reverse-engineer the Service, probe for vulnerabilities without written authorization, or interfere with the integrity or performance of the Service.
• Use the Service to send spam, unsolicited communications, or unlawful content.
• Upload content containing malware, or attempt to bypass authentication, rate limits, or audit logging.
• Share account credentials, transfer your account, or allow an unlicensed individual to use your account to practice medicine.
• Use the Service to make autonomous clinical decisions without physician review.
• Scrape, harvest, or use automated tools to extract data beyond documented APIs and export features.

7. Your Content

You retain all rights in the content you submit or generate through the Service ("User Content"), including clinical notes and PHI. You grant Clarity a limited, non-exclusive, worldwide license to host, process, display, and transmit User Content solely to operate and improve the Service and to perform the obligations described in the BAA. We may generate de-identified, aggregated statistics from User Content in accordance with 45 CFR 164.514 and the Privacy Policy.

8. Intellectual Property

The Service, including all software, designs, text, graphics, and trademarks, is owned by Clarity or its licensors and is protected by U.S. and international intellectual property laws. These Terms do not grant you any right to use Clarity's trademarks without prior written consent. Feedback you provide may be used by Clarity without obligation or compensation.

9. Third-Party Services

The Service integrates with third-party services (including Anthropic, Deepgram, Neon, AWS, Twilio, Stripe, and email providers). Your use of those services through the Service may be subject to their own terms and is at your own risk. We are not responsible for third-party services.

10. Beta Features and Changes

• The Service is currently in paid beta. Features may be added, changed, or removed at any time. Beta features are provided "as is" and may contain defects.
• Accepting the in-app Beta Agreement is a condition of use. Your acceptance is recorded with your IP address and user-agent string for legal and audit purposes.
• We may update these Terms from time to time. Material changes will be notified by email or through the Service. Continued use after the effective date of an updated version constitutes acceptance.

11. Termination

• You may terminate your account at any time through the Service or by contacting us.
• We may suspend or terminate your access to the Service at any time for breach of these Terms, for suspected fraud or abuse, to protect the security of the Service or its Users, or for non-payment.
• Upon termination, provisions that by their nature should survive will survive, including Sections 4 (HIPAA), 5 (Clinical Responsibility), 7 (Your Content), 8 (Intellectual Property), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), and 15 (Governing Law and Disputes).
• Data return and destruction following termination are governed by the BAA.

12. Disclaimers

The Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or availability. Clarity does not warrant that the Service will be error-free, uninterrupted, secure, or free of harmful components, or that AI-generated output is accurate, complete, or appropriate for any clinical, billing, or prescribing decision.

13. Limitation of Liability

To the maximum extent permitted by law, Clarity and its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, goodwill, or business opportunities, arising out of or related to these Terms or the Service, even if advised of the possibility of such damages.

Clarity's aggregate liability for any claim arising out of or related to these Terms or the Service shall not exceed the greater of (a) the fees paid by you to Clarity for the Service in the twelve months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so these limitations may not apply to you in full.

14. Indemnification

You agree to defend, indemnify, and hold harmless Clarity and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms or applicable law; (c) your clinical, billing, or prescribing decisions; or (d) any claim by a patient or third party relating to content you submitted or generated through the Service. Clarity's defense and indemnification obligations with respect to PHI are governed by the BAA.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles, and by applicable federal law. The federal and state courts located in Los Angeles County, California shall have exclusive jurisdiction over any dispute arising out of or related to these Terms or the Service, and you consent to personal jurisdiction and venue in those courts. The parties waive any right to a jury trial.

16. Miscellaneous

• Entire agreement: these Terms, together with the Privacy Policy and the BAA, constitute the entire agreement between you and Clarity regarding the Service.
• Severability: if any provision is held unenforceable, the remaining provisions will remain in full force.
• No waiver: failure to enforce a provision is not a waiver of future enforcement.
• Assignment: you may not assign these Terms without our prior written consent. Clarity may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices: we may give notice through the Service or to the email address associated with your account. Notice to Clarity must be sent to info@clarityhealthinnovations.com.
• Force majeure: neither party is liable for delays or failures caused by events beyond reasonable control.

17. Contact

Clarity Health Innovations Inc.
Email: info@clarityhealthinnovations.com
Web: cosignmd.ai