These Terms of Service (the "Terms") are a binding agreement between Clarapact, LLC, a Georgia limited liability company ("Clarapact," "we," "us" or "our"), and the organization or individual that accepts them ("Customer" or "you"). They govern your use of our website at clarapact.com (the "Site") and our subscription data product at app.clarapact.com, including its reports, citations, workbooks and related services (the "Service").
By clicking "I agree," signing an Order Form that references these Terms, or using the Service, you accept these Terms. If you accept on behalf of an organization, you represent that you have authority to bind it, and "you" means that organization. If you do not agree, do not use the Service.
1. Definitions
"Order Form" means an ordering document, proposal, quote or invoice signed or accepted by both parties that references these Terms and states the plan (Individual or Team), fees, subscription term, number of Seats, licensed states, the features included, and any other scope. "Authorized User" means an individual employee or contractor of Customer whom Customer, or Customer's Team Admin, invites to the Service under its Order Form, up to the number of Seats. "Seat" means one Authorized User position under an Order Form. An Individual plan has one Seat. "Team Admin" means an Authorized User on a Team plan whom Customer designates to invite and remove Authorized Users. "Content" means all data, figures, statistics, reports, tables, citations, workbooks and other output made available through the Service. "Customer Data" means information you or your Authorized Users submit to the Service.
2. Accounts and access
2.1 Invitation only. Access to the Service is by invitation after an Order Form is in place. We create your organization's account and set your plan, Seats, licensed states and included features as stated in the Order Form. On a Team plan, we designate the Team Admin you name.
2.2 Team Admin. On a Team plan, your Team Admin may invite and remove Authorized Users up to the number of Seats in your Order Form. You are responsible for your Team Admin's actions. Removing an Authorized User ends that user's access. It does not reduce fees for the current term unless your Order Form says otherwise. Adding Seats requires a new or amended Order Form.
2.3 Authorized Users. Each Authorized User must use the credentials we issue, which may not be shared with anyone who is not an Authorized User. When the Service offers individual logins, each Authorized User must use their own. You are responsible for all activity under your account and for your Authorized Users' compliance with these Terms. Notify us promptly at security@clarapact.com of any unauthorized access.
2.4 Sessions and security. We may limit concurrent sessions, require multi-factor authentication, and log sign-ins, searches, copies and exports for security, billing and compliance with these Terms.
3. License
3.1 Subscription license. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license during the subscription term for your Authorized Users to access and use the Service and Content for your internal business purposes, within the scope of your Order Form, including its plan, Seats, licensed states and included features.
3.2 Permitted use of citations and figures. You may copy individual figures and citations from the Content into your own correspondence, single-case agreement or letter-of-agreement requests, appeals, reconsideration requests and similar communications with a payer, a payer's pricing vendor, or a patient, about a specific claim, patient or contract of yours. If you prepare materials for a client, such as single-case agreement support, appeals or negotiation packets, you may include limited excerpts of figures and citations in those materials, solely for that client's own negotiation or appeal. You may not give a client, or anyone else, workbooks, exports, bulk data or access to your account.
3.3 Restrictions. Except as Section 3.2 permits, you will not, and will not allow anyone to:
- sell, resell, sublicense, rent, publish, distribute or otherwise make the Service or Content available to any third party, including any affiliate not named in your Order Form;
- use the Content to build, train, benchmark or improve any product, dataset, database or model that competes with the Service, or provide services to others that substitute for the Service;
- extract, scrape, harvest, systematically download or bulk-export Content by any means, including by automated tools, scripts, repeated paging or repeated exports, beyond ordinary use of the features included in your Order Form;
- copy, modify, translate, reverse engineer, decompile or disassemble the Service, or attempt to discover its source code, data sources, methods or underlying structure;
- remove, obscure or alter any watermark, notice, citation or proprietary marking in the Content;
- share logins, exceed your Seats, licensed states or included features, or access the Service to evaluate or build a competing product;
- use the Service in violation of law, or to make any statement about a payer, pricing vendor or other person that is false or misleading.
3.4 Watermarking. Content you copy or export may carry visible or invisible identifiers linking it to your organization and user. You agree not to remove them.
3.5 Ownership. We and our licensors own the Service, the Content as compiled and presented, and all related intellectual property. The Service and its methods are our confidential information and trade secrets. No rights are granted except those expressly stated in these Terms.
3.6 Feedback. If you give us suggestions or feedback, we may use them without restriction or obligation to you.
4. The Content: important limitations
Please read this section carefully.
4.1 Information only; not advice. The Service provides informational data. It is not legal, billing, coding, reimbursement, financial or medical advice, and does not create any professional relationship. You are solely responsible for your negotiation, billing, coding and contracting decisions and for your communications with payers, pricing vendors and patients.
4.2 Source of Content. Content is derived from data reported by health plans and other third-party and public sources that we do not control. Figures reflect what was reported for a given file version and period and may be incomplete, delayed, aggregated, suppressed or inaccurate in the source. A figure describes amounts reported as allowed in the past; it is not a statement of what any payer will allow or pay for any future claim.
4.3 No accuracy, completeness or refresh commitment. We do not warrant that Content is accurate, complete or current, that any particular payer, plan, employer, provider, code or state is or will remain covered, or that Content will be updated on any schedule. Coverage varies and may change, decrease or be discontinued at any time.
4.4 No affiliation. Payer, plan, employer and provider names appear in the Content only to identify the source or subject of data. Their appearance does not mean they sponsor, endorse or are affiliated with Clarapact, and they have not reviewed the Content.
4.5 No patient information. The Service is not designed to receive protected health information ("PHI") as defined under HIPAA. You will not submit PHI or other patient-identifying information to the Service or to us. We are not your business associate.
5. Fees and payment
5.1 Fees. You will pay the fees in your Order Form. Unless the Order Form says otherwise, fees are invoiced annually in advance and due within 30 days of the invoice date, in U.S. dollars.
5.2 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month and the highest rate the law allows. We may suspend access after giving 10 days' notice of non-payment.
5.3 Taxes. Fees exclude taxes. You are responsible for all sales, use and similar taxes on your purchase, except taxes on our income.
5.4 No refunds. Except as stated in your Order Form or in Section 10.3, fees are non-cancellable and non-refundable, including for partial terms, unused Seats, states or features, or coverage changes.
5.5 Renewal. Each subscription renews for successive periods equal to the initial term (but not more than 12 months) unless either party gives written notice of non-renewal at least 30 days before the end of the current term. We may change fees for a renewal term by notice at least 45 days before renewal.
5.6 Changes to scope. Your plan, Seats, licensed states and included features change only through a new or amended Order Form. A move between the Individual and Team plans takes effect on the date that Order Form states.
6. Customer Data and confidentiality
6.1 Customer Data. You own your Customer Data. You grant us a license to host, process and use it to provide, secure and improve the Service. We may use aggregated, de-identified usage information (for example, which codes are searched most often) for any purpose, provided it does not identify you.
6.2 Confidentiality. Each party will protect the other party's non-public information disclosed under these Terms with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisers who need to know and are bound by confidentiality. Content, pricing, Order Forms and the Service's features and methods are our confidential information. These obligations do not apply to information that is public through no fault of the recipient, already known to it, independently developed, or rightfully received from a third party, and allow disclosure required by law after reasonable notice where lawful.
6.3 Privacy. Our Privacy Policy at clarapact.com/legal/privacy describes how we handle personal information.
7. Disclaimer of warranties
THE SITE, THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, CLARAPACT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT USE OF ANY CONTENT WILL RESULT IN ANY PARTICULAR REIMBURSEMENT, RATE OR OUTCOME.
8. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, REIMBURSEMENT OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) CLARAPACT'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE SERVICE OR ANY CONTENT WILL NOT EXCEED THE FEES YOU PAID TO CLARAPACT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR $100 IF YOU HAVE PAID NOTHING).
These limits do not apply to your payment obligations, your breach of Section 3.3, or either party's fraud or willful misconduct, and apply to the extent the law allows.
9. Indemnification
You will defend, indemnify and hold harmless Clarapact and its members, managers, officers, employees and contractors from any third-party claim, and related losses, damages and reasonable attorneys' fees, arising from (a) your use of the Service or Content, including any statement you make to a payer, pricing vendor, patient or other person using Content; (b) your Customer Data; or (c) your breach of these Terms or of law.
10. Term, suspension and termination
10.1 Term. These Terms apply while you use the Site or the Service. Each subscription lasts for the term in the Order Form, as renewed.
10.2 Suspension. We may suspend access immediately if we reasonably believe your use violates Section 3.3, threatens the security or integrity of the Service, or exposes us to legal liability. We will restore access when the issue is resolved.
10.3 Termination. Either party may terminate a subscription if the other materially breaches these Terms and fails to cure within 30 days after written notice (10 days for non-payment; no cure period for a breach of Section 3.3). If you terminate for our uncured breach, we will refund prepaid fees for the remaining term. We may discontinue the Service on 90 days' notice and refund prepaid fees for the unused term.
10.4 Effect. On termination or expiration, your license ends and you must stop using the Service and delete Content you exported, except figures and citations already placed in a communication permitted by Section 3.2 and records you must keep by law. Sections 3.3 through 3.6, 4, 5 (for amounts owed), 6.2, 7, 8, 9, 10.4 and 11 survive.
11. General
11.1 Governing law; venue. These Terms are governed by the laws of the State of Georgia, without regard to conflict-of-laws rules. The state and federal courts in Fulton County, Georgia have exclusive jurisdiction, and each party consents to them. EACH PARTY WAIVES TRIAL BY JURY.
11.2 Equitable relief. A breach of Section 3.3 or 6.2 may cause irreparable harm, and we may seek injunctive relief in any court of competent jurisdiction without posting bond.
11.3 Changes. We may update these Terms by posting a new version and, for paid customers, by notice through the Service or by email at least 30 days before the change takes effect. Changes do not apply retroactively and, for a paid customer, take effect at the next renewal unless you accept them sooner. We will log each acceptance by version and date.
11.4 Order of precedence. If an Order Form conflicts with these Terms, the Order Form controls for that subscription.
11.5 Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, reorganization or sale of all or substantially all of our assets or business.
11.6 Other terms. These Terms and the Order Form are the entire agreement on their subject and supersede prior understandings. Any purchase order terms you send are void. A waiver must be in writing. If a provision is unenforceable, it will be enforced to the extent possible and the rest remain in effect. Neither party is liable for delays caused by events beyond its reasonable control. The parties are independent contractors. We may identify you as a customer only with your written permission.
11.7 Notices. We may give notice by email to your account administrator (on a Team plan, your Team Admin, unless your Order Form names someone else) or through the Service. You must give notice to legal@clarapact.com.
Questions about these Terms: legal@clarapact.com.