Terms of Service

1.Definitions and Acceptance

1.1Parties and Definitions

This Terms of Service Agreement (the "Agreement") is entered into between CleriMed ("CleriMed," "Company," "we," "us," or "our"), and the entity registering to use the CleriMed platform (the "Clinic," "User," "you," or "your").

In this Agreement, the following terms have the meanings ascribed:

"Platform" means the CleriMed clinical inventory management software and associated services accessible at clerimed.com and related domain names.

"Services" means all functionality, features, and support provided through the Platform.

"User" or "Clinic" means a medical spa, aesthetic clinic, dermatology practice, or similar healthcare provider entity that has registered with and executed subscription through the Platform.

"Authorized Representative" means an individual authorized by the Clinic to bind the Clinic to this Agreement, including clinic owner, medical director, manager, or officer with signatory authority.

"Personal Data" means any information relating to an identified or identifiable natural person.

"Terms" or "Agreement" means this Terms of Service Agreement, as amended from time to time.

"Protected Health Information" or "PHI" means information subject to the Privacy Rule, Security Rule, and Breach Notification Rule of the Health Insurance Portability and Accountability Act, 45 C.F.R. Parts 160 and 164.

1.2Binding Agreement and Acceptance

By executing any of the following actions, you agree to be bound by this Agreement:

1. Clicking an "I Agree" checkbox displayed during account creation;
2. Proceeding to payment at Paddle checkout and selecting the "Agree to Terms" checkbox;
3. Continuing to use the Platform after notification of amendments to this Agreement.

A confirmation email containing this Agreement is sent upon acceptance for your records; receipt of that email is not itself an independent basis for acceptance.

Acceptance Timestamp and Records: CleriMed shall record the date, time, Internet Protocol (IP) address, browser type, and device information at the moment you accept this Agreement. These records shall be maintained as evidence of your acceptance and shall be admissible in any dispute resolution proceeding.

You may not use the Platform if you do not accept all terms contained herein. If you do not accept this Agreement, you shall not create an account or access any Platform features.

1.3Authority to Bind

By accepting this Agreement, you represent and warrant that:

1. You are at least eighteen (18) years of age;
2. You are an Authorized Representative with authority to bind Clinic to this Agreement;
3. You have reviewed this Agreement and fully understand its terms and conditions;
4. You are authorized to enter into binding agreements on behalf of the Clinic.

If you accept this Agreement without proper authority, Clinic shall be bound regardless of your lack of authority, and Clinic shall indemnify CleriMed for all claims arising from unauthorized acceptance.

1.4Entire Agreement

This Agreement, together with CleriMed's Privacy Policy, any executed Data Processing Agreement, and any plan-specific terms or Service Level Agreement, constitutes the entire agreement between you and CleriMed regarding the Services. All prior negotiations, understandings, representations, and agreements, whether written or oral, are merged into and superseded by this Agreement.

2.License Grant and Restrictions

2.1Limited License Grant

CleriMed grants Clinic a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for Clinic's internal clinical inventory management and operational purposes. This license is personal to Clinic and may not be assigned, sublicensed, or transferred to third parties without CleriMed's prior written consent.

2.2Permitted Use

Clinic may use the Platform to:

• Track inventory of medical supplies, vitamins, injectables, and other clinic-based products;
• Record and monitor vial opening, storage, reconstitution, and beyond-use date compliance;
• Generate and manage purchase orders and reorder recommendations;
• Integrate appointment data from third-party booking systems;
• Generate financial and operational reports;
• Manage staff user accounts and role-based access;
• Maintain audit logs of inventory movements and staff actions.

2.3Prohibited Uses and Restrictions

Clinic shall not, and shall not permit its staff or agents to:

1. Reverse Engineering. Reverse-engineer, decompile, disassemble, or attempt to discover the source code, algorithms, or proprietary techniques underlying the Platform;
2. Derivative Works. Modify, translate, adapt, alter, or create derivative works based on the Platform;
3. Unlawful Use. Use the Platform in violation of any federal, state, or local law or regulation;
4. Unauthorized Access. Attempt to access, use, or manipulate data belonging to other clinics, or attempt to circumvent role-based access controls, authentication mechanisms, or security measures;
5. Intellectual Property Violations. Remove, obscure, or alter any copyright, trademark, patent, or other intellectual property notices displayed on the Platform;
6. Malicious Activity. Introduce viruses, malware, ransomware, worms, logic bombs, time bombs, or other harmful code; conduct denial-of-service attacks; or engage in any activity intended to disrupt or impair Platform operations;
7. Fraud and Diversion. Facilitate, conceal, or enable the theft, diversion, unauthorized distribution, or illegal resale of medical supplies, medications, injectables, or controlled substances;
8. Data Falsification. Knowingly input false, fraudulent, or misleading data regarding inventory, treatment records, revenue, or any other Platform information;
9. Harassment and Misuse. Use the Platform to harass, threaten, intimidate, defame, or disparage any individual;
10. Spam and Exploitation. Send unsolicited bulk email, exploit notification systems, or engage in phishing, spoofing, or social engineering;
11. Competitive Intelligence. Scrape, export, redistribute, or resell CleriMed's anonymized benchmarking data, aggregated analytics, or comparative performance data;
12. Third-Party Terms Violations. Violate the terms of service, acceptable use policies, or terms of use of Paddle, Zenoti, Supabase, or any other third-party service integrated with the Platform;
13. Regulatory Violations. Use the Platform to facilitate violations of FDA, DEA, state medical board, or other applicable regulatory requirements.

2.4Multi-Location Limits

Clinic's subscription plan includes a specified limit on the number of physical locations Clinic may create. CleriMed does not limit or charge by the number of individual staff accounts (user seats) — Clinic may invite as many staff members as it needs at any plan tier. Current location limits for each plan tier are displayed on CleriMed's pricing page.

Exceeding Location Limits: If Clinic operates more physical locations than permitted by its current plan tier, Clinic shall either upgrade to a plan tier with higher location limits or remove inactive locations from the Platform. CleriMed may implement technical restrictions or automatically upgrade Clinic's plan if location limits are exceeded without prior consent.

User Removal and Reactivation: Clinic may remove any user from its account at any time through the account administration dashboard. Removed users shall lose immediate access to all Platform data. If Clinic re-invites a removed user within thirty (30) days, that user's access permissions and data visibility shall be restored. After thirty (30) days, a removed user's account shall be archived, and re-invitation shall create a new account.

2.5Termination of License

Upon termination or cancellation of Clinic's subscription, this license shall immediately terminate. Clinic shall immediately cease all use of the Platform and shall delete all cached data, offline copies, and locally stored information. Clinic shall have seven (7) days following termination to export its data in available formats; after such period, CleriMed shall disable data export functionality.

3.Acceptable Use Policy

3.1Clinic Compliance Responsibility

CleriMed provides inventory management tools, operational analytics, and recommendations only. Clinic is solely responsible for:

1. Regulatory Compliance. Ensuring all inventory practices comply with FDA, DEA, state medical board, state pharmacy board, state medical spa board, and all other applicable federal, state, and local regulatory requirements;
2. Licensing and Permits. Maintaining all required licenses, permits, certifications, and regulatory authorizations necessary to operate as a medical spa or clinic in Clinic's jurisdiction;
3. Staff Training and Supervision. Ensuring all staff receive appropriate training on medical supply handling, beyond-use date compliance, vial tracking, and regulatory requirements; ensuring all staff are properly supervised;
4. Loss Prevention. Preventing and detecting theft, diversion, loss, or unauthorized use of medical supplies, medications, injectables, and controlled substances;
5. State Regulatory Compliance. Complying with state-specific inventory regulations, which vary by state and may include DEA log requirements, pharmacy supervision requirements, controlled substance tracking requirements, and other state board rules;
6. Healthcare Privacy. Protecting patient privacy and complying with HIPAA and other healthcare privacy regulations to the extent applicable to Clinic's operations;
7. Clinical Decision-Making. Making all clinical inventory decisions, treatment decisions, and product selection decisions based on Clinic's own professional judgment and expertise. CleriMed recommendations are advisory only and do not constitute clinical guidance or regulatory compliance advice;
8. Data Accuracy. Ensuring all data input into the Platform is accurate, complete, and truthful. Inaccurate data may result in incorrect recommendations, erroneous reorder calculations, or failed anomaly detection.

Important Notice: CleriMed is not your legal counsel, regulatory compliance officer, or clinical advisor. You are responsible for knowing and following all applicable laws and regulations. Do not rely on CleriMed's recommendations or reports as substitutes for professional legal, medical, or regulatory advice.

3.2Prohibited Conduct

Clinic shall not use the Platform to:

1. Facilitate, enable, or actively participate in the theft, diversion, or illegal resale of controlled substances, medications, injectables, or medical supplies;
2. Circumvent, bypass, or attempt to disable role-based access controls, security features, or authentication mechanisms;
3. Violate any law or regulation applicable to Clinic's operations;
4. Engage in fraudulent activity, including submitting false claims, inputting false data, or making fraudulent refund requests;
5. Harass, threaten, or defame any person;
6. Introduce malicious code or conduct attacks against the Platform or other users;
7. Scrape, export, or redistribute CleriMed's proprietary benchmarking data or aggregated analytics;
8. Misappropriate confidential information or intellectual property;
9. Violate the terms of service of third-party platforms integrated with CleriMed, including Paddle, Zenoti, and Supabase.

3.3Monitoring and Enforcement

CleriMed shall have the right to:

1. Monitor Clinic's use of the Platform to detect violations of this Agreement;
2. Immediately suspend or terminate Clinic's access if CleriMed reasonably suspects violation of this Acceptable Use Policy;
3. Audit Platform usage logs and data to investigate suspected fraud, security breaches, or Acceptable Use Policy violations;
4. Report suspected illegal activity to appropriate law enforcement authorities;
5. Preserve and disclose data and usage information in response to legal process, including subpoenas, court orders, or governmental requests.

3.4Zenoti Appointment Integration Responsibility

If Clinic connects Zenoti to the Platform:

1. Credential Management. Clinic shall be solely responsible for obtaining Zenoti API credentials and maintaining them in secure storage. CleriMed shall not store, retain, or have access to Zenoti credentials.
2. Authorization. Clinic hereby authorizes CleriMed to pull appointment data from Zenoti via webhook integration, limited to appointment date, appointment time, assigned provider, service category, and appointment duration. No patient identifying information, patient health information, or patient contact information shall be transmitted.
3. Third-Party Compliance. Clinic shall comply with Zenoti's Terms of Service, Privacy Policy, and acceptable use policy. CleriMed shall not be liable for Zenoti's actions, policies, or changes to Zenoti's services. Clinic is responsible for reviewing Zenoti's Data Processing Agreement and confirming that Zenoti provides adequate data protection for Clinic's jurisdiction.
4. Webhook Security. Clinic acknowledges that webhook data is transmitted via HTTPS and CleriMed verifies webhook signatures using HMAC-SHA256 cryptographic verification prior to Processing any appointment data.
5. Third-Party Outages. If Zenoti becomes unavailable or fails to transmit appointment data, CleriMed's reorder recommendations may be based solely on historical consumption data rather than current appointment information. CleriMed shall not be liable for inaccuracies in recommendations caused by Zenoti service failures.
6. Disconnection. Clinic may disconnect Zenoti at any time through its Platform account settings. Disconnection shall take effect immediately and shall halt future webhook transmissions and appointment data synchronization.

3.5HIPAA and Protected Health Information

(a) HIPAA Status. CleriMed is not a HIPAA-covered entity and is not, and does not intend to become, a Business Associate under HIPAA, 45 C.F.R. Parts 160 and 164. CleriMed does not execute Business Associate Agreements and does not offer HIPAA-compliant handling of Protected Health Information under any circumstances. Clinic acknowledges that no arrangement, request, or course of dealing shall create a Business Associate relationship between Clinic and CleriMed.

(b) Prohibition on PHI Storage. Clinic shall NOT input, store, or transmit any Protected Health Information (PHI) protected under HIPAA, 45 C.F.R. Parts 160 and 164, into the Platform, under any circumstances.

(c) Prohibited PHI includes:

• Patient names or patient identifiers;
• Patient medical history or diagnoses;
• Patient medications or allergies;
• Patient treatment plans or clinical assessments;
• Patient contact information;
• Any other information that could identify a patient or relate to a patient's health status.

(d) Accidental PHI Input. If Clinic accidentally inputs PHI into the Platform:

• Clinic shall immediately notify CleriMed at legal@clerimed.com with description of PHI input;
• CleriMed shall delete the PHI within twenty-four (24) hours of confirmed identification, whether identified through Clinic's notice or through CleriMed's own automated detection controls;
• Clinic shall be solely responsible for any breach notification, regulatory compliance obligations, or risk mitigation arising from accidental PHI input;
• CleriMed shall not be deemed a Business Associate or have HIPAA obligations due to incidental receipt of PHI;
• If Clinic fails to notify CleriMed within forty-eight (48) hours of accidental PHI input, Clinic shall indemnify CleriMed for all regulatory penalties or claims related to the PHI exposure;
• Repeated or willful violations of Section 3.5(b) constitute a material breach of this Agreement and grounds for immediate suspension or termination under Section 9.2, independent of any indemnification obligation above.

(e) Clinic HIPAA Responsibility. If Clinic requires HIPAA compliance:

• Clinic shall use a certified HIPAA-compliant inventory management platform, not CleriMed;
• Clinic shall conduct its own vendor risk assessment and ensure CleriMed's security practices meet Clinic's HIPAA requirements;
• Clinic shall not rely on CleriMed as the primary system for HIPAA-required audit logs or compliance documentation.

3.6Controlled Substances and DEA Compliance

(a) CleriMed is Not a DEA-Approved System. CleriMed is not a DEA-approved system for controlled substance inventory tracking and does not maintain audit logs suitable for DEA compliance or CSOS (Controlled Substance Ordering System) reporting.

(b) Prohibition on Controlled Substance Tracking. Clinic shall not use CleriMed as the primary or sole system for tracking Schedule II, III, IV, or V controlled substances. Such tracking must be accomplished through DEA-compliant systems that maintain:

• CSOS reporting capability;
• Tamper-proof audit logs;
• Controlled substance-specific documentation.

(c) Limited Supplemental Use. If Clinic uses CleriMed to supplement (but not replace) controlled substance tracking:

• Clinic remains solely responsible for DEA compliance;
• CleriMed's records do not satisfy DEA record-keeping requirements;
• Clinic must maintain separate DEA records in a DEA-approved system;
• CleriMed data is not admissible as sole proof of DEA compliance;
• Clinic shall maintain dual-system records and cross-reconcile to ensure accuracy.

(d) Diversion Prohibition. Clinic shall not use CleriMed to facilitate or conceal diversion of controlled substances. Such conduct is prohibited under Section 3.2 and may result in criminal prosecution and immediate account termination.

(e) CleriMed Disclaimers. CleriMed makes no representations regarding suitability of the Platform for controlled substance tracking and Clinic should not rely on CleriMed for DEA compliance. If Clinic requires DEA-compliant controlled substance tracking, Clinic shall use a dedicated DEA-approved system.

3.7Artificial Intelligence Features

(a) Nature of AI Features. CleriMed integrates third-party artificial intelligence services (currently Anthropic PBC's Claude API) to generate anomaly detection alerts, reorder recommendations, the AI Weekly Briefing narrative summary, and related outputs (collectively, "AI-Generated Content").

(b) No Warranty of Accuracy. AI-Generated Content may contain errors, omissions, or inaccuracies inherent to AI and machine-learning systems, including incorrect statistical conclusions, misidentified anomalies, or narrative summaries that misstate underlying data. CleriMed does not warrant the accuracy, completeness, or reliability of AI-Generated Content.

(c) Human Review Required; No Autonomous Action. AI-Generated Content constitutes recommendations and informational summaries only. No purchase order, financial transaction, inventory adjustment, or other material action is executed automatically based solely on AI-Generated Content — purchase order approval requires human review under Clinic's own server-side-enforced approval workflow. Clinic shall independently verify AI-Generated Content before relying on it for clinical, financial, regulatory, or operational decisions.

(d) No Clinical or Regulatory Reliance. AI-Generated Content does not constitute clinical, medical, legal, or regulatory advice and shall not be used as a substitute for professional judgment or advice, consistent with Section 3.1.

(e) Third-Party AI Provider. AI features are powered by a third-party AI service provider. CleriMed shall not be liable for errors, downtime, degraded output quality, or unavailability caused by that provider's service interruption, model changes, or policy changes.

(f) Data Handling. Clinic data transmitted to AI service providers for processing is handled as described in CleriMed's Privacy Policy, Section 3.6.

4.Your Responsibilities

4.1Account Security and Management

1. Account Responsibility. You are responsible for all activity conducted through your account, including activity by authorized staff members, even if such activity was not authorized by you.
2. Credential Protection. You shall maintain the confidentiality of all account credentials, including email addresses, passwords, API keys, and webhook credentials. You shall not disclose credentials to unauthorized third parties.
3. Unauthorized Access. You shall notify CleriMed immediately upon discovering or suspecting unauthorized access to your account by sending notice to legal@clerimed.com.
4. External Access. You shall not share account credentials with external parties, consultants, or contractors without first executing a written confidentiality agreement binding such third party to the same confidentiality and security obligations contained herein.

4.2Data Accuracy and Completeness

1. Input Responsibility. You are responsible for the accuracy, completeness, and truthfulness of all data you or your staff input into the Platform, including inventory counts, product information, treatment confirmations, revenue data, and any other information.
2. Impact of Inaccurate Data. Inaccurate or incomplete data may result in incorrect reorder recommendations, erroneous inventory forecasting, failed anomaly detection, inaccurate financial reporting and benchmarking, and ineffective low-stock alerts.
3. Remediation. You shall promptly identify and correct any inaccurate data in the Platform.
4. CleriMed Verification. CleriMed does not independently verify the accuracy of data input by you or your staff. CleriMed is not responsible for losses or errors arising from inaccurate data.

4.3Staff Training and Authorization

1. Role-Based Access. You understand that each staff member is assigned a role (Owner, Manager, or Staff) that determines what data they are permitted to access and what actions they are permitted to perform.
2. Staff Training. You shall ensure all staff members understand their assigned role and associated access restrictions, have been trained on proper use of the Platform, are aware of their responsibilities under this Agreement, and do not attempt to bypass role-based restrictions.
3. Access Control. You shall not circumvent role-based access restrictions or allow staff to access data or functionality outside their assigned role.

4.4Regulatory Compliance

1. Clinic Responsibility. You acknowledge that you are responsible for complying with all applicable federal, state, and local laws and regulations, including FDA, DEA, state medical board, state pharmacy board, and state medical spa board requirements.
2. CleriMed Role. CleriMed provides inventory management tools only and does not provide regulatory compliance advice. You shall not rely on CleriMed's recommendations or reports as substitutes for professional legal or regulatory counsel.
3. Consultation. You shall consult with qualified legal counsel and regulatory advisors regarding your obligations under applicable law.

5.Intellectual Property Rights

5.1CleriMed Ownership

CleriMed retains all right, title, and interest in the Platform, including all software, source code, algorithms, user interface design, and underlying technology; all improvements, enhancements, modifications, or derivative works to the Platform developed by CleriMed; all anomaly detection algorithms, reorder recommendation engines, and artificial intelligence models; all anonymized, aggregated, and benchmarking data derived from Clinic data; all documentation, training materials, and educational content; and all patents, copyrights, trademarks, trade secrets, and other intellectual property embodied in or relating to the Platform.

5.2Clinic Data Ownership

Clinic retains all right, title, and interest in original inventory data, treatment records, and operational data input by Clinic; financial data, including revenue and cost of goods sold data; supplier and business information; and staff and role configuration information.

5.3License to Aggregate Clinic Data

By using the Platform, Clinic grants CleriMed:

1. A worldwide, perpetual, royalty-free license to aggregate and anonymize Clinic's data for the purpose of generating benchmarking insights, provided that Clinic data shall never be shared with other clinics in identifiable form;
2. Clinic may opt-out of benchmarking participation by selecting "Opt Out of Benchmarking" in account settings under "Privacy and Data Sharing." Opt-out clinics shall not receive comparative benchmarking data and their clinic data shall not be included in peer benchmarks. Clinic acknowledges that opting out may limit CleriMed's ability to provide accurate benchmarking comparisons;
3. The right to use anonymized, aggregated data to improve CleriMed's algorithms, products, and services;
4. The right to publicly share anonymized benchmarking data and aggregated insights in CleriMed's marketing materials, case studies, or industry research, provided that Clinic shall not be individually identifiable.

5.4Restrictions on Benchmarking Data

Clinic shall not export, resell, redistribute, or license anonymized benchmarking data to third parties; attempt to identify other clinics from anonymized benchmarking data; use benchmarking data to compete with CleriMed or create competitive products; or claim ownership of benchmarking data or attempt to prevent CleriMed's use thereof.

6.Warranty Disclaimer and Limitation of Liability

6.1Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. CLERIMED DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING any implied warranty of merchantability or fitness for a particular purpose; any implied warranty of title or non-infringement of third-party intellectual property rights; any warranty that the Platform will be error-free, bug-free, uninterrupted, or continuously available; any warranty that data, recommendations, or alerts will be accurate, complete, timely, or reliable; any warranty that reorder recommendations will be optimal for Clinic's operations; any warranty that anomaly detection will identify all anomalies or prevent loss or theft; any warranty that third-party integrations (Zenoti, Paddle, Supabase) will function without interruption; and any warranty regarding the accuracy, completeness, or reliability of AI-Generated Content, including anomaly narratives, reorder recommendations, or weekly briefing summaries (see Section 3.7).

6.2Critical Disclaimer Regarding Clinical Use

CLERIMED IS AN INVENTORY MANAGEMENT TOOL ONLY. CleriMed is NOT a clinical decision-making system; a regulatory compliance audit system; approved or regulated by the FDA as a medical device; a substitute for professional medical, legal, or regulatory advice; capable of preventing, detecting, or stopping controlled substance diversion; intended to ensure compliance with FDA, DEA, or state regulations; or a replacement for professional clinical judgment, inventory oversight, or management.

YOUR CLINIC IS SOLELY RESPONSIBLE FOR all regulatory compliance (FDA, DEA, state boards); clinical inventory decisions and supply management; patient safety and healthcare quality; preventing theft, diversion, or unauthorized access to medical supplies; ensuring all staff training and authorization; and compliance with all applicable federal, state, and local laws.

CLERIMED SHALL NOT BE LIABLE FOR patient harm or adverse clinical outcomes; regulatory investigations, fines, or sanctions; drug diversion, theft, or loss of medical supplies; improper inventory management or stock-outs; or any claims arising from Clinic's clinical operations or business decisions.

6.3Parties' Risk Allocation

Clinic acknowledges and accepts that CleriMed is a software platform provider only, not a compliance or clinical system; CleriMed cannot guarantee detection of all inventory anomalies or prevent all diversion or theft; Clinic's primary risk is failure to detect diversion or theft, CleriMed's risk is service unavailability or data loss; Clinic is better positioned to manage clinic-level inventory risks; the parties have negotiated the allocation of risks and pricing reflects this allocation; and Clinic has opportunity to obtain additional insurance for risks beyond CleriMed's liability cap.

Clinic has accepted this risk allocation as a material term of this Agreement and has obtained independent legal and insurance counsel regarding adequacy of the cap.

6.4Limitation of Liability

IN NO EVENT SHALL CLERIMED, ITS FOUNDERS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO CLINIC FOR direct, indirect, incidental, special, consequential, or punitive damages; lost profits, lost revenue, lost business opportunity, or lost data; costs of substitute services or replacement products; business interruption or loss of business operations; or any damages arising from Clinic's use or inability to use the Platform, errors/omissions/inaccuracies in data or recommendations, third-party service failures (Zenoti, Paddle, Supabase), regulatory violations or compliance failures, theft/diversion/ loss of medical supplies, clinical outcomes or patient safety, or any other cause whatsoever — EVEN IF CLERIMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.5Liability Cap

SOLE AND EXCLUSIVE REMEDY: Clinic's sole and exclusive remedy for any claim against CleriMed, whether arising from breach of this Agreement, tort, strict liability, or any other legal theory, shall be limited to the lesser of:

1. The total amount Clinic has paid to CleriMed for access to the Platform in the twelve (12) months immediately preceding the claim; or
2. One Hundred Dollars ($100.00) for clinics on free trial or pilot status.

This liability cap shall apply to the aggregate of all claims brought by Clinic against CleriMed in all proceedings (arbitration or litigation). After Clinic has recovered the capped amount, Clinic shall not be entitled to recover any additional damages from CleriMed.

EXCEPTIONS TO LIABILITY CAP: Notwithstanding the liability cap above, the liability cap shall NOT apply to claims arising from CleriMed's gross negligence, willful misconduct, or fraud; CleriMed's violation of applicable law or regulation; CleriMed's breach of confidentiality obligations under Section 8; or CleriMed's breach of its data security obligations under Section 8.1.

For claims arising from both Clinic's conduct and CleriMed's conduct, Clinic's recovery shall be limited to CleriMed's proportionate share of fault as determined by arbitrator or court.

6.6Waiver of Consequential Damages

CLINIC EXPRESSLY WAIVES ANY RIGHT TO RECOVER CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CLERIMED WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.Indemnification

7.1Clinic Indemnification Obligation

Clinic shall indemnify, defend, and hold harmless CleriMed and its founders, officers, employees, agents, successors, and assigns from and against any and all claims, damages, costs, expenses (including reasonable attorney fees), and liabilities arising from:

1. Clinic's breach of this Agreement;
2. Clinic's violation of any law or regulation;
3. Violation of third-party intellectual property rights, privacy rights, or contractual rights arising from Clinic's use of the Platform;
4. Inaccuracy, incompleteness, or falsification of data input by Clinic or Clinic's staff;
5. Regulatory violations, including FDA, DEA, state medical board, or state pharmacy board violations;
6. Diversion, theft, loss, or misuse of medical supplies or controlled substances;
7. Unauthorized access to Clinic's account caused by Clinic's failure to protect credentials;
8. Security breaches of Clinic's own systems or networks;
9. Violations of Zenoti, Paddle, Supabase, or other third-party terms of service;
10. Clinical decisions or outcomes arising from Clinic's operations;
11. Patient harm or adverse events;
12. Claims by Clinic's patients, staff members, or third parties arising from Clinic's operations or use of the Platform;
13. Any other claims arising from Clinic's business operations or use of the Platform.

EXCEPTION: Clinic shall not indemnify CleriMed for claims arising solely from CleriMed's gross negligence, willful misconduct, breach of this Agreement, or fraud. If a claim arises from both Clinic's conduct and CleriMed's conduct, Clinic's indemnification obligation shall be proportionate to Clinic's comparative fault.

7.2Defense and Control

CleriMed shall have the right, in its sole discretion, to assume control of the defense of any indemnified claim. Clinic shall cooperate fully with CleriMed in the defense and shall not settle or admit liability for any indemnified claim without CleriMed's prior written consent. Clinic shall bear all reasonable costs and expenses associated with the indemnification obligation, including attorney fees.

8.Confidentiality and Data Security

8.1Confidential Information

Each party may disclose confidential information to the other party in connection with performance of this Agreement. Confidential information shall be clearly marked as "Confidential" or shall be understood as confidential based on the nature of the information.

8.2Obligations

Each party shall maintain confidential information in strict confidence; protect confidential information using at least the same level of care it applies to its own confidential information; limit access to confidential information to employees, agents, and contractors who have a legitimate need to know and who are bound by written confidentiality obligations at least as protective as this Section; and not disclose confidential information to third parties without prior written consent, except as required by law.

8.3CleriMed Data Security Standards

CleriMed maintains the following technical and operational security controls:

1. Encryption in Transit: All data transmitted between User devices and CleriMed servers is encrypted using HTTPS with TLS 1.2 or higher;
2. Encryption at Rest: Data stored in CleriMed's database is encrypted using AES-256 encryption;
3. Role-Based Access Control: Access to data is restricted based on assigned role (Owner, Manager, Staff) and enforced at the database level;
4. Backup and Disaster Recovery: CleriMed's database infrastructure is hosted on Supabase's managed PostgreSQL platform, which offers automated backup and point-in-time recovery capabilities;
5. Audit Logging: All access to production systems logged with timestamp, user identification, and action performed;
6. Security Scanning: Automated security tools in continuous integration/continuous deployment pipeline;
7. Breach Notification: In the event of unauthorized data access, CleriMed shall notify Clinic within seventy-two (72) hours.

8.4Exceptions to Confidentiality

Confidentiality obligations shall not apply to information that is or becomes publicly available through no breach of this Agreement; is lawfully received by one party from a third party without confidentiality restrictions; is independently developed by one party without use of confidential information; must be disclosed by law, court order, subpoena, or governmental agency request, provided that the disclosing party provides prompt notice to the other party to permit challenge or protective order; is disclosed to Paddle, Supabase, Zenoti, Upstash, Anthropic, Sentry, or other necessary third-party service providers; or is used in aggregated, anonymized form for benchmarking purposes.

9.Termination and Data Retention

9.1Termination by Clinic

Clinic may terminate this Agreement and cancel its subscription at any time by accessing its account settings and selecting the cancellation option, or by sending written notice to support@clerimed.com.

Cancellation shall take effect on the date specified by Clinic (or immediately, if no date is specified). No refund shall be issued for any portion of the billing cycle in which cancellation occurs, except as provided in the money-back guarantee (Section 9.5).

9.2Termination by CleriMed

CleriMed may suspend or terminate Clinic's access to the Platform if:

1. Clinic violates any material term of this Agreement and fails to cure such violation within fourteen (14) business days of written notice;
2. Clinic violates the Acceptable Use Policy, including engaging in fraud, diversion, or other illegal activity;
3. Clinic fails to pay any invoice within fifteen (15) days of the due date;
4. Clinic's medical spa or clinic license is revoked, suspended, or otherwise becomes invalid;
5. Clinic's use of the Platform creates a material security risk to the Platform or other users;
6. CleriMed is required to terminate access by law or court order;
7. Clinic becomes insolvent, bankrupt, or subject to receivership.

Termination by CleriMed may be effective immediately without notice in cases of emergency, security breach, or suspected illegal activity — including PHI violations under Section 3.5.

9.3Effect of Termination

Upon termination or cancellation of this Agreement: Clinic's license to use the Platform shall immediately terminate; Clinic shall immediately cease all use of the Platform; Clinic shall delete all cached data, offline copies, and locally stored information; CleriMed shall disable Clinic's login credentials and access to the Platform; Clinic shall have seven (7) calendar days to export its data in available formats; after seven (7) calendar days, CleriMed shall disable data export functionality; and all outstanding invoices shall become immediately due and payable.

9.4Data Retention Following Termination

Following termination or cancellation of this Agreement, the following data retention schedule shall apply:

Days 1 through 90: CleriMed shall retain all Clinic data in its entirety. This retention period permits processing of refunds or chargebacks; resolution of billing disputes; data export by Clinic; reactivation of subscription if Clinic wishes to restore access; and investigation of suspected fraud or violations.

Day 91 and thereafter: CleriMed shall permanently and irreversibly delete all Clinic data, with the following exceptions: anonymized and aggregated benchmarking data (retained indefinitely); audit logs related to fraud investigation or billing disputes (retained for seven years as required by tax law); tax records, invoices, and payment records (retained for seven years as required by Internal Revenue Service regulations and Georgia state law); and data subject to legal hold in connection with pending litigation or government investigation.

GDPR Right to Erasure (Data Subject Requests): Notwithstanding the 90-day retention schedule, if a Clinic staff member (data subject) in the European Union requests deletion of their Personal Data under GDPR Article 17, CleriMed shall delete such Personal Data within thirty (30) days of receiving the request, except where data is required to be retained for legal or tax purposes or is subject to legal hold. Clinic shall forward data subject requests to legal@clerimed.com.

9.5Money-Back Guarantee

CleriMed offers a thirty (30) day money-back guarantee from the date Clinic's initial subscription becomes effective.

Guarantee Terms:

1. If Clinic cancels within the thirty (30) day guarantee period, Clinic shall receive a full refund of all subscription fees paid;
2. Data shall be retained pursuant to the data retention schedule in Section 9.4 above;
3. No refund shall be issued if CleriMed discovers evidence that Clinic input false or fraudulent data, violated the Acceptable Use Policy, engaged in diversion, theft, or other illegal activity, or violated this Agreement in material respects;
4. Refunds shall be processed to the original payment method within five (5) to ten (10) business days of approval;
5. Clinic shall not be charged for any subsequent billing cycle if cancellation occurs within the guarantee period.

REFUND PROCESSING AND CHARGEBACK RISKS: To request a refund within the 30-day guarantee period, Clinic shall log in to its account and select "Cancel Subscription." CleriMed shall process a full refund within five (5) to ten (10) business days to the original payment method. Clinic shall not file a chargeback through its payment card issuer; chargebacks will result in the refund being reversed, Clinic's account being permanently terminated, CleriMed incurring a fifteen to twenty-five dollar ($15–$25) chargeback fee, Clinic being reported to payment processors as high-risk, and inability to re-register for CleriMed services in the future. If Clinic files a chargeback after receiving a refund, Clinic shall reimburse CleriMed for chargeback fees within thirty (30) days.

10.Payment and Billing

10.1Subscription Plans and Pricing

CleriMed offers subscription plans at pricing specified on the Platform's pricing page. Subscription terms include:

1. Plan Selection: Clinic shall select the plan tier appropriate to its usage (Starter, Growth, or Pro);
2. Billing Frequency: Clinic may select monthly or annual billing at the time of subscription;
3. Pricing Changes: CleriMed may modify plan pricing effective ninety (90) days following written notice to Clinic. Clinic may cancel within thirty (30) days of notice if it objects to price increases;
4. Automatic Renewal: Subscriptions shall automatically renew at the end of each billing period unless Clinic cancels in advance;
5. Overage Charges: If Clinic exceeds plan location limits, CleriMed may charge overage fees at published rates, or may automatically upgrade Clinic's plan to accommodate usage.

10.2Paddle Payment Processing

Payment processing is conducted by Paddle ("Paddle"), which acts as Merchant of Record for CleriMed's subscription transactions — Paddle, not CleriMed, is the seller of record and is responsible for applicable sales tax and VAT collection and remittance. By subscribing to CleriMed, you agree to:

Paddle's Terms and Compliance:

1. You shall comply with Paddle's Terms of Service and Buyer Terms, available at paddle.com/legal;
2. You shall ensure your clinic complies with Paddle's acceptable use and restricted businesses policies. Medical spas are generally permitted under Paddle's policies, but you are responsible for verifying compliance specific to your operations;
3. Payment card information is processed, stored, and maintained by Paddle only. CleriMed does not store, access, or retain complete payment card information;
4. Paddle maintains responsibility for protecting payment card data and complying with PCI DSS requirements. CleriMed makes no representations regarding Paddle's current PCI compliance status. For current compliance certification, refer to Paddle's own security documentation;
5. If Paddle suspends or terminates your account due to violation of Paddle's acceptable use policy or restricted businesses policy, CleriMed shall immediately suspend your Platform access; you shall be unable to renew subscriptions; CleriMed shall not be liable for inability to access the Platform due to Paddle account termination, as this results from your violation of Paddle's policies, not CleriMed's failure; and you remain solely responsible for maintaining compliance with Paddle's policies and terms.

Card Authorization: You authorize CleriMed (through Paddle) to charge your payment method on the billing date you select (monthly or annually); to charge automatically for recurring subscription fees; and to charge overage fees if plan location limits are exceeded. Failure to provide valid payment information shall result in suspension of Platform access.

Payment Failures: If a payment fails (insufficient funds, expired card, etc.), Paddle shall attempt recharge per its retry logic. You shall receive notification of payment failure. You have seven (7) business days to update your payment method. Failure to provide valid payment within seven (7) days shall trigger grace period procedures. Repeated payment failures may result in account suspension or termination.

Refunds and Disputes: Refund requests shall be processed pursuant to Section 9.5 (Money-Back Guarantee). As Merchant of Record, Paddle handles billing disputes and chargebacks directly through its own customer support channels; CleriMed shall not process refunds or credit adjustments outside of the money-back guarantee period. CleriMed reserves the right to charge late fees of one and one-half percent (1.5%) per month on overdue invoices.

Your Compliance Responsibility: CleriMed is not liable for Paddle service outages, failed payments, billing errors, payment processing delays, failed charges, or any restrictions Paddle may place on your account. You are solely responsible for maintaining valid payment information; ensuring compliance with Paddle's acceptable use policy; monitoring billing and payment status; and addressing billing disputes through Paddle customer support.

11.Dispute Resolution

11.1Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, United States, without regard to conflicts of law principles. The substantive and procedural law of Georgia shall apply to all disputes and claims, regardless of Clinic's location or jurisdiction.

11.2Jurisdiction and Venue (For Litigation Only)

If either party initiates litigation (rather than arbitration), both parties consent to the exclusive jurisdiction and venue of the state courts located in Forsyth County, Georgia, and the United States District Court for the Northern District of Georgia (for federal claims). Both parties waive any objection to venue and any claim of inconvenient forum.

11.3Binding Arbitration (FAA-Compliant)

Except as provided in Section 11.4 below, any and all disputes, claims, or controversies arising from or relating to this Agreement or the Platform shall be resolved by binding arbitration.

Arbitration Procedure:

1. A single arbitrator shall preside over the arbitration;
2. The arbitration hearing shall be conducted in Atlanta, Georgia, unless both parties agree otherwise in writing;
3. The arbitration shall be conducted in English and governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.;
4. The arbitration shall be administered by JAMS (Judicial Arbitration and Mediation Services) under its Comprehensive Arbitration Rules & Procedures in effect at the time of arbitration;
5. JAMS venue and procedural rules shall govern the arbitration (not Georgia state law);
6. CleriMed shall pay the arbitrator's fees and JAMS administrative costs if Clinic initiates arbitration; if CleriMed initiates arbitration against Clinic, Clinic shall pay arbitrator fees;
7. Each party shall bear its own attorney fees and costs unless the arbitrator awards such fees to the prevailing party;
8. The arbitrator shall issue a written decision explaining the basis for the award;
9. The arbitrator's award shall be final and binding and may be entered as judgment in any court of competent jurisdiction.

WAIVER OF JURY TRIAL: BY AGREEING TO ARBITRATION, BOTH PARTIES WAIVE THE RIGHT TO TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR COLLECTIVE ACTION.

Cost Allocation Details:

1. (a) CleriMed shall pay all JAMS arbitrator fees and JAMS administrative costs if Clinic initiates arbitration;
2. (b) If CleriMed initiates arbitration against Clinic (e.g., for IP infringement or breach of confidentiality), Clinic shall pay arbitrator fees;
3. (c) Expert witness fees, discovery costs, and attorney fees are the responsibility of the party incurring such costs, except that the arbitrator may award attorney fees to the prevailing party in cases of willful violation of this Agreement;
4. (d) If arbitrator fees would exceed the amount in controversy by more than fifty percent (50%), and Clinic cannot afford to proceed with arbitration, Clinic may request that CleriMed pay additional fees as a condition of arbitration enforceability, or Clinic may instead pursue claims in small claims court if Clinic's claim is less than ten thousand dollars ($10,000) and does not involve IP rights.

11.4Exceptions to Arbitration (Mutual)

The following matters may be litigated in court and shall not be subject to arbitration (either party may pursue these claims in court):

1. Intellectual Property Claims: Claims for patent infringement, copyright infringement, misappropriation of trade secrets, or violations of intellectual property rights;
2. Payment and Breach: Claims arising from breach of payment terms or material breach of financial obligations;
3. Confidentiality Violations: Claims arising from breach of confidentiality obligations;
4. Acceptable Use Policy Violations: Claims arising from violation of the Acceptable Use Policy;
5. Injunctive Relief: Either party may seek injunctive relief in court to prevent irreparable harm, including breach of confidentiality, unauthorized access, or intellectual property infringement.

11.5Pre-Arbitration Resolution Process

Before initiating arbitration or litigation, the parties agree to send written notice to legal@clerimed.com (for CleriMed disputes) or clinic owner's email (for Clinic disputes) describing the dispute in detail, including the facts, legal claims, and relief sought; engage in good-faith negotiation and settlement discussions for thirty (30) days following receipt of notice; and if the parties are unable to resolve the dispute through negotiation, either party may initiate arbitration or pursue litigation (as applicable).

11.6Class Action Waiver

CLINIC AGREES THAT ANY ARBITRATION OR LITIGATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED BASIS. Clinic waives the right to bring or participate in any class action; participate in any collective action or representative action; consolidate claims with those of other clinics; or pursue claims on behalf of a class of clinics. All disputes shall be resolved individually between Clinic and CleriMed only.

12.General Provisions

12.1Entire Agreement

This Agreement, together with CleriMed's Privacy Policy, any executed Data Processing Agreement, and any Service Level Agreement, constitutes the entire agreement between the parties regarding the Platform and Services. All prior negotiations, understandings, representations, commitments, and agreements, whether written or oral, are superseded by this Agreement.

12.2Amendments and Modifications

CleriMed may amend this Agreement at any time. Amendments shall be communicated as follows:

Material Amendments (thirty-day notice required): For amendments that materially affect Clinic's rights or obligations, including changes to Limitation of Liability, Acceptable Use Policy, Payment terms, Dispute Resolution procedures, or Data Retention, CleriMed shall provide electronic notice at least thirty (30) days prior to the effective date. Notice shall be sent to Clinic's registered email address. Clinic may reject material amendments by canceling its subscription within thirty (30) days of notice and receiving a full refund if within the money-back guarantee period. Clinic's continued use of the Platform after the effective date shall constitute acceptance of amendments.

Non-Material Amendments (no notice required): CleriMed may implement non-material amendments without advance notice, including clarifications, formatting corrections, contact information updates, or additions of new features without increased cost. CleriMed shall update the "Last Updated" date at the top of the Agreement.

Emergency Amendments (immediate effect): For amendments required by law, court order, or regulatory authority, CleriMed may implement amendments immediately. CleriMed shall provide notice as soon as practicable.

Archive of Prior Versions: CleriMed shall maintain an archive of all prior versions of this Agreement at clerimed.com/legal/archive. Clinic may review prior versions for reference.

12.3Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement. The remaining provisions shall continue in full force and effect, and the severed provision shall be reformed to the minimum extent necessary to make it enforceable.

12.4Waiver

Failure by either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of the party against whom the waiver is sought.

12.5Survival

The following provisions shall survive termination or expiration of this Agreement: Acceptable Use Policy (Section 3); Your Responsibilities (Section 4); Intellectual Property Rights (Section 5); Warranty Disclaimer and Limitation of Liability (Section 6); Indemnification (Section 7); Confidentiality (Section 8); Data Retention Following Termination (Section 9.4); Payment and Billing Obligations (Section 10); Dispute Resolution (Section 11); and General Provisions (Section 12).

12.6Force Majeure

CleriMed shall not be liable for any failure or delay in performing its obligations under this Agreement caused by events beyond its reasonable control, including acts of God, natural disasters, earthquakes, hurricanes, or severe weather; war, terrorism, civil unrest, or governmental action; failure or unavailability of third-party infrastructure (AWS, Supabase, Paddle, Zenoti) that is not caused by CleriMed's negligence or failure to implement industry-standard redundancy or disaster recovery measures; pandemics or public health emergencies; and cyberattacks, distributed denial-of-service attacks, or security incidents affecting third-party providers.

Exception: Force majeure does not excuse service interruptions caused by CleriMed's failure to implement industry-standard disaster recovery measures, failure to maintain backups, negligent or reckless conduct, or foreseeable technology risks that CleriMed failed to mitigate.

CleriMed shall use reasonable efforts to resume service as soon as practicable following a force majeure event and shall notify Clinic promptly of the cause and estimated duration of any service interruption.

12.7Assignment

Clinic shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without CleriMed's prior written consent. Any attempted assignment in violation of this provision shall be void.

CleriMed may assign this Agreement or its rights and obligations thereunder to any successor entity, affiliate, or purchaser of CleriMed's business without Clinic's consent. CleriMed shall notify Clinic of any such assignment.

12.8Independent Contractors

Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. The parties are independent contractors.

12.9Third-Party Beneficiaries

This Agreement is made solely for the benefit of Clinic and CleriMed and their respective successors and assigns. No third party has any rights under this Agreement, including:

• (a) Clinic staff members who access the Platform do so as agents of Clinic. Staff members are not parties to this Agreement and have no independent rights to sue CleriMed. Any claims by staff members regarding their personal data, access restrictions, or suspension shall be brought by Clinic, not by individual staff members;
• (b) Clinic's patients have no rights under this Agreement. Any claims by patients regarding treatment, outcomes, or data privacy arising from Clinic's use of the Platform shall be claims against Clinic only, not CleriMed. Clinic shall indemnify CleriMed for any patient claims;
• (c) Clinic suppliers and contractors have no rights under this Agreement.

This waiver is intended to prevent claims by third parties against CleriMed and shall be interpreted broadly to exclude all third-party beneficiary rights.

12.10Notices

All notices required under this Agreement shall be in writing and shall be effective upon receipt if sent by personal delivery; overnight courier (FedEx, UPS); certified mail, return receipt requested; or email (if to CleriMed, if CleriMed has designated an email address for notices).

For CleriMed:

For Clinic: To the email address or physical address on file in Clinic's account.

13.Pilot Clinic Program

13.1Pilot Clinic Designation

Clinics may be invited by CleriMed to participate in CleriMed's Pilot Clinic Program. Participation in the Pilot Program is entirely voluntary and subject to these additional terms:

Definition: A "Pilot Clinic" is a clinic that CleriMed has invited to use the Platform under special terms as part of CleriMed's product development, testing, or market validation activities.

13.2Pilot Clinic Terms

If Clinic is designated as a Pilot Clinic, the following special terms shall apply:

1. No Subscription Fees: Pilot Clinic shall not be charged any subscription fees and shall never see billing prompts, checkout pages, or subscription upgrade requests;
2. Perpetual Access: Pilot Clinic shall receive ongoing free access to CleriMed's highest plan tier (Pro or equivalent), with all features included. If plan structures change, Clinic shall receive equivalent access;
3. Live Test and Reference Environment: Clinic's data and Platform usage may be used as a live demonstration environment and reference database for CleriMed's product development, customer training, and marketing;
4. Data Usage and Anonymization: Clinic's anonymized and aggregated data may be included in case studies and published materials. Clinic name shall be anonymized or changed to a fictional clinic name;
5. Feedback and Collaboration: Clinic shall provide periodic feedback on Platform features, usability, and performance;
6. Priority Support: Clinic shall receive priority technical support;
7. Advance Access: Clinic may receive early access to new features and experimental functionality.

13.3Termination of Pilot Status

CleriMed may terminate Clinic's Pilot Status at any time, with or without cause, by providing written notice. Grounds include substantial change in ownership, license revocation, violation of this Agreement, or program discontinuation.

13.4Transition to Paid Subscription

Upon termination of Pilot Status, Clinic shall transition to a standard paid subscription plan. CleriMed shall provide a thirty (30) day grace period before charging begins.

13.5Acceptance

Continued use of the Platform as a Pilot Clinic following receipt of pilot program email constitutes acceptance of these special terms.

14.Contact Information

14.1General Support

For general questions or support requests:

14.2Legal Notices and Disputes

For formal legal notices, dispute notifications, or inquiries related to this Agreement:

15.Acknowledgment

By using CleriMed, you acknowledge and agree that:

1. You have read this Terms of Service Agreement in its entirety;
2. You understand all terms and conditions contained herein;
3. You are an Authorized Representative of Clinic with authority to bind Clinic to this Agreement;
4. You understand that CleriMed is an inventory management tool and is not a regulatory compliance system or clinical decision-making platform;
5. Your Clinic is solely responsible for regulatory compliance and all clinical decisions;
6. You accept all limitations of liability, warranty disclaimers, and indemnification obligations;
7. You agree to resolve all disputes via binding arbitration in Georgia, with limited exceptions;
8. You acknowledge that CleriMed's liability is capped at amounts paid in the preceding 12 months (except for fraud or gross negligence);
9. You shall comply with the Acceptable Use Policy and all applicable laws and regulations;
10. You understand that HIPAA and DEA compliance are your clinic's responsibility, and you will not input Protected Health Information or controlled substance data into the Platform under any circumstances.

Effective Date

[SET AT LAUNCH — TBD]

Last Updated

September 17, 2026

Version

Version 1.4

End of Terms of Service