Terms and Conditions

The Services are intended for:

• healthcare providers, physician practices, healthcare organizations, care-management companies, and other organizations that contract with Clinix ("Customers");
• employees, clinicians, contractors, coordinators, administrators, and other individuals authorized by a Customer ("Authorized Users"); and
• patients, caregivers, and personal representatives who receive or use a Clinix-supported communication, consent, signature, care-plan, or record-access experience ("Patient Users").

You must be at least 18 years old and legally capable of agreeing to these Terms, or be acting through a legally authorized representative. Authorized Users must have authority from the applicable Customer. If you accept these Terms for an organization, you represent that you have authority to bind that organization.

For minors or adults who require a personal representative, the applicable healthcare provider or Customer is responsible for verifying the representative's authority and obtaining any required consent.

Customers may enter into a master services agreement, subscription agreement, order form, Business Associate Agreement ("BAA"), data-processing agreement, statement of work, or other written agreement with Clinix (collectively, a "Customer Agreement").

If a Customer Agreement conflicts with these Terms, the Customer Agreement controls for that Customer and its Authorized Users. If a BAA conflicts with these Terms regarding protected health information ("PHI"), the BAA controls. These Terms do not amend a Customer Agreement unless the Customer Agreement expressly says otherwise.

Clinix provides technology and workflow tools that may help Customers and Authorized Users:

• identify and manage patient populations;
• conduct patient outreach and track delivery or response status;
• document verbal, written, and electronically signed consent;
• create, review, revise, maintain, and export care plans;
• assign providers, coordinators, and care-team responsibilities;
• document assessments, diagnoses, medications, goals, interventions, follow-up, communications, and care transitions;
• support conditional BHI assessments, validated screening tools, treatment-planning information, and related workflows;
• maintain version history, activity records, and audit evidence; and
• perform other functionality described in the applicable Customer Agreement.

Features may vary by Customer, subscription, configuration, jurisdiction, integration, and release. Clinix may improve, modify, or discontinue features, subject to applicable Customer Agreements.

Clinix is a technology and workflow provider. Clinix does not provide medical care, establish a clinician-patient relationship, diagnose conditions, prescribe treatment, determine patient eligibility, submit or approve claims, or make final clinical or billing decisions.

Clinical information, AI-assisted content, templates, alerts, screening results, suggested workflows, and other outputs from the Services are informational tools. They are not medical advice and are not a substitute for the independent professional judgment of a qualified healthcare professional.

Customers and Authorized Users are solely responsible for:

• patient care and clinical decisions;
• verifying the accuracy, completeness, and appropriateness of information and outputs;
• determining program and billing eligibility;
• approving care plans, documentation, codes, claims, and communications;
• complying with professional standards, scope-of-practice rules, payer rules, recordkeeping obligations, and applicable law; and
• ensuring that appropriately licensed or qualified personnel perform regulated activities.

The Services are not an emergency-response system, emergency medical service, crisis line, or substitute for 911.

If you believe someone may be experiencing a medical or behavioral-health emergency, call 911 or the appropriate local emergency number immediately. Do not rely on the Services, a Clinix message, or Clinix support for urgent emergency assistance.

Any APCM requirement for continuous patient or caregiver access for urgent needs is a practice-level responsibility of the applicable healthcare provider or Customer. The Customer is responsible for providing and maintaining the appropriate telephone number, care-team coverage, access to relevant patient information, escalation procedures, patient notices, and documentation. Clinix's technical availability or support hours do not satisfy a Customer's clinical 24/7 access obligation.

Authorized Users must provide accurate information, maintain the confidentiality of credentials, use multi-factor authentication where required, and promptly report suspected unauthorized access or credential compromise.

Accounts are individual and may not be shared. A Customer administrator may create, manage, suspend, or terminate Authorized User access and may access information associated with Customer accounts as permitted by the Customer Agreement and law.

You are responsible for activities conducted through your account unless caused by Clinix's breach of an applicable obligation. You must access only the Customers, practices, patients, records, and functions for which you are authorized.

Subject to these Terms and any applicable Customer Agreement, Clinix grants the Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable subscription term solely for the Customer's authorized internal healthcare, care-management, and business purposes.

Patient Users receive a limited right to use the patient-facing portions of the Services solely to review, affirm, sign, decline, download, or communicate about records or services presented by the applicable provider or Customer.

No other rights are granted.

Customers and Authorized Users must:

• provide only information they are authorized to provide;
• maintain appropriate notices, consents, authorizations, policies, agreements, and legal bases for processing;
• configure roles and permissions according to workforce responsibilities;
• promptly remove access for individuals who are no longer authorized;
• verify provider, coordinator, patient, contact, program, and clinical information;
• review and approve Clinix-generated or Clinix-assisted content before relying on it;
• maintain required records in the Customer's designated legal medical record or electronic health record when applicable;
• provide patients or caregivers with required notices and copies of care plans or consent records;
• respond to patient rights requests and complaints, with Clinix assistance where required;
• use communications features in compliance with healthcare, privacy, telemarketing, recording, and messaging laws; and
• use the Services only in accordance with documentation, Customer Agreements, and applicable law.

Clinix is not responsible for inaccurate information supplied by a Customer, Authorized User, Patient User, integration, or third-party source.

The Services may facilitate verbal, written, or electronic consent and may retain evidence such as the consent document or script version, required disclosures, identity information, response, signature, timestamp, channel, delivery status, staff member, provider, practice, and audit history.

Clinix provides consent workflow tools, not legal advice. The applicable Customer and healthcare provider are responsible for:

• determining what consent, authorization, notice, or signature is required;
• approving the consent script or document;
• presenting all required disclosures;
• confirming the identity and authority of the person consenting;
• documenting consent in the patient's medical record when required;
• honoring revocation, withdrawal, and communication preferences;
• determining whether verbal, written, or electronic consent is appropriate in the relevant jurisdiction; and
• maintaining any physical consent retained outside the Services.

Where Clinix facilitates APCM consent, the Customer is responsible for ensuring that the patient is informed, as applicable, that only one provider may furnish and be paid for APCM services during a calendar month, the patient may stop services at any time, and patient cost sharing may apply.

A Patient User's refusal or withdrawal may affect participation in a Customer's program but does not affect the Patient User's ability to obtain medical care from the provider. Contact the applicable provider for questions about enrollment, withdrawal, cost sharing, or care.

By choosing to use an electronic-signature or electronic-record feature, you consent to transact electronically for the records presented through that feature. You agree that an electronic signature, symbol, checkbox, affirmation, or process you adopt with intent to sign may have the same legal effect as a handwritten signature to the extent permitted by law.

Clinix and the applicable Customer may retain evidence of the signing process and signed record, including timestamps, document version, authentication events, internet protocol address, device or browser information, and audit history.

Where permitted and configured by a Customer, the Services may send transactional, care-related, account, security, support, or marketing communications.

The Services may use artificial intelligence, machine learning, rules-based automation, or similar technology to assist with draft care plans, summaries, documentation, workflow recommendations, coding support, risk or gap identification, and other functions.

You acknowledge that:

• AI-assisted outputs may be incomplete, inaccurate, outdated, biased, or inappropriate;
• outputs may not account for all facts, laws, payer rules, or clinical circumstances;
• authorized healthcare professionals must review and approve outputs before clinical, billing, documentation, or operational use;
• Clinix does not guarantee reimbursement, audit outcomes, clinical outcomes, or regulatory compliance; and
• you will not use AI-assisted outputs as the sole basis for diagnosis, treatment, emergency decisions, eligibility, adverse action, or any decision requiring professional judgment.

Inputs and outputs may be processed by contracted service providers as permitted by the applicable Customer Agreement, BAA, Customer instructions, and law. Do not enter information into an AI feature unless authorized.

Clinix may provide tools designed to support documentation and workflows associated with APCM, BHI, and related care-management programs. Laws, regulations, code descriptions, payer policies, and professional standards change and may vary by patient, provider, payer, and jurisdiction.

Customers and Authorized Users are responsible for independently verifying:

• current service-element and billing requirements;
• patient and provider eligibility;
• initiating-visit requirements;
• consent and cost-sharing disclosures;
• care-plan content and delivery;
• 24/7 urgent-access and continuity capabilities;
• care-transition, communication, population-management, and performance-reporting requirements;
• BHI or Collaborative Care Model requirements;
• codes, modifiers, documentation, claim submission, and reimbursement; and
• federal and state professional, privacy, recording, messaging, and healthcare laws.

Clinix does not warrant that use of the Services satisfies every requirement or entitles any person to payment.

Clinix's Privacy Policy describes Clinix's general privacy practices. When Clinix processes PHI for a HIPAA covered entity or business associate, the applicable BAA governs Clinix's permitted uses and disclosures of PHI.

Customers must not transmit PHI to Clinix before an appropriate BAA or other legally required agreement is in effect. Customers are responsible for determining whether they are covered entities, business associates, Part 2 programs, lawful holders, or otherwise subject to specialized privacy requirements and for notifying Clinix before transmitting specially protected information.

Clinix does not use PHI for targeted advertising and does not sell PHI.

Clinix maintains safeguards designed to protect the Services and information. Customers and users must not defeat or interfere with those safeguards.

Each party will protect the other party's nonpublic confidential information using reasonable care and will use it only for authorized purposes. Confidential information does not include information that the receiving party can demonstrate is publicly available without breach, already lawfully known, independently developed without use of the confidential information, or lawfully received without restriction.

If disclosure is required by law, the receiving party may disclose the minimum required information and, where legally permitted, provide advance notice.

You may not:

• access the Services without authorization or exceed assigned permissions;
• use another person's credentials or share an individual account;
• upload or disclose information without a lawful basis or required permission;
• use the Services to send unlawful, deceptive, harassing, discriminatory, or unsolicited communications;
• ignore or circumvent opt-out, consent, privacy, or communication preferences;
• use the Services for emergency response or as a substitute for professional judgment;
• rely on unreviewed AI output for clinical, billing, eligibility, or adverse decisions;
• copy, modify, distribute, sell, lease, sublicense, or create derivative works from the Services except as expressly permitted;
• reverse engineer, decompile, disassemble, discover source code, or bypass technical restrictions, except where a prohibition is not permitted by law;
• scrape, crawl, probe, scan, penetrate, overload, disrupt, or interfere with the Services;
• introduce malware, harmful code, or unauthorized automated traffic;
• attempt to identify or re-identify de-identified information;
• benchmark or use the Services to build a competing product without Clinix's written permission;
• remove proprietary notices; or
• use the Services in violation of law, a Customer Agreement, professional duties, or third-party rights.

Customer fees, usage limits, subscription terms, implementation charges, and payment obligations are stated in the applicable Customer Agreement or order form. Unless otherwise stated:

• fees are in United States dollars;
• fees are exclusive of applicable taxes;
• Customers are responsible for taxes other than taxes based on Clinix's net income;
• payment obligations are non-cancelable and fees paid are non-refundable, except as expressly stated in the Customer Agreement or required by law; and
• overdue amounts may result in suspension after any required notice and cure period.

Patient Users do not owe Clinix platform fees merely for using a Clinix-supported consent, signature, communication, or record-access experience. Patient cost sharing for healthcare services, if any, is determined by the healthcare provider, payer, and applicable program rules.

The Services may interoperate with electronic health records, communications providers, electronic-signature services, payment processors, artificial-intelligence providers, and other third-party products.

Third-party services are governed by their own terms and privacy practices. Clinix is not responsible for a third party's independent service, content, availability, security, or acts. Clinix does not guarantee that an integration will remain available or compatible. Customers are responsible for maintaining any required third-party accounts, permissions, and agreements.

Clinix seeks to provide reliable Services but does not guarantee uninterrupted or error-free operation unless an applicable Customer Agreement includes a specific service-level commitment.

Clinix may perform maintenance, address security risks, correct errors, update dependencies, change features, or limit access where reasonably necessary. Support methods and hours are stated in the applicable Customer Agreement or support documentation.

Beta, preview, pilot, or evaluation features may be incomplete, change without notice, and be provided without service-level commitments. Do not use a beta feature for production clinical or billing decisions unless expressly authorized.

Clinix may suspend or restrict access when reasonably necessary to:

• address a security threat or suspected unauthorized use;
• prevent harm to a person, the Services, or another customer;
• comply with law or a government request;
• address material breach, prohibited conduct, or overdue payment; or
• protect data integrity.

Where practicable and legally permitted, Clinix will provide notice and an opportunity to cure consistent with the applicable Customer Agreement.

Customers may terminate according to the Customer Agreement. Authorized User access ends when the Customer removes authorization or the Customer relationship ends.

After termination, Customer access, data return, export, deletion, retention, and transition assistance are governed by the Customer Agreement, BAA, applicable law, and Clinix's retention practices. Sections that by their nature should survive will survive, including payment, confidentiality, ownership, disclaimers, indemnification, limitations of liability, and dispute provisions.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR EXPRESS WARRANTIES IN AN APPLICABLE CUSTOMER AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CLINIX DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND RESULTS.

CLINIX DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE;
• DATA OR AI-ASSISTED OUTPUTS WILL BE ACCURATE, COMPLETE, OR APPROPRIATE;
• USE OF THE SERVICES WILL SATISFY EVERY LEGAL, REGULATORY, PAYER, PROFESSIONAL, OR DOCUMENTATION REQUIREMENT;
• ANY CLAIM WILL BE PAID OR ANY REVENUE, SAVINGS, CLINICAL OUTCOME, OR AUDIT RESULT WILL OCCUR; OR
• THIRD-PARTY SERVICES OR INTEGRATIONS WILL REMAIN AVAILABLE.

Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply.

To the extent permitted by law and except as otherwise stated in a Customer Agreement, each Customer will defend, indemnify, and hold harmless Clinix, its affiliates, and their officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, costs, and reasonable attorneys' fees arising from:

• Customer Data or instructions supplied by or for the Customer;
• the Customer's or its Authorized Users' clinical care, billing, eligibility decisions, communications, consent practices, or legal violations;
• use of the Services in breach of these Terms or a Customer Agreement;
• infringement or violation caused by materials supplied by the Customer; or
• unauthorized access resulting from the Customer's failure to manage accounts or credentials.

Clinix will provide reasonable notice of an indemnified claim and cooperation at the Customer's expense. The indemnifying party may control the defense, but may not settle a claim in a manner that admits fault by or imposes non-monetary obligations on the indemnified party without written consent.

This section does not limit obligations expressly stated in a Customer Agreement or BAA.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING FROM OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR AMOUNTS OWED, A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO CLINIX FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY.

The parties agree that these limitations allocate risk and are an essential basis of the bargain. An applicable Customer Agreement may state different limits.

For Patient Users and other consumers, these limitations apply only to the extent permitted by applicable consumer-protection and other non-waivable law.

These Terms are governed by the laws of the State of Georgia, without regard to conflict-of-law principles.

Unless an applicable Customer Agreement provides otherwise, any dispute arising from or relating to these Terms or the Services must be brought exclusively in the state or federal courts located in Fulton County, Georgia, and each party consents to personal jurisdiction and venue in those courts. This sentence does not eliminate any non-waivable consumer right or right to bring an eligible matter in small-claims court.

Before filing a claim, the parties will attempt in good faith for at least 30 days to resolve the dispute through written notice and business discussions, unless emergency injunctive relief is reasonably necessary or a limitations period would expire.

Clinix, Clinix AI, associated logos, and product names are trademarks or service marks of Clinix or its licensors. You may not use them without written permission.

Clinix may update these Terms to reflect changes in the Services, law, or business practices. We will post updated Terms and revise the effective or last-updated date. If a change materially affects existing rights or obligations, Clinix will provide notice as required by law or an applicable Customer Agreement.

Continued use after updated Terms take effect constitutes acceptance, except where affirmative consent is required. Changes do not retroactively alter an executed Customer Agreement, BAA, consent record, or electronic signature.

These Terms and any applicable Customer Agreement constitute the agreement concerning the subject matter they address. If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain effective.

Failure to enforce a provision is not a waiver. Headings are for convenience only. "Including" means "including without limitation."

Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations, confidentiality and security obligations, or obligations that can reasonably continue during the event.

You may not assign these Terms without Clinix's written consent. Clinix may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets, subject to applicable privacy and BAA obligations.

The parties are independent contractors. These Terms do not create a partnership, agency, fiduciary, employment, or joint-venture relationship.

Questions or legal notices concerning these Terms may be sent to:

For questions about medical care, program enrollment, billing, cost sharing, patient records, or a provider's privacy practices, contact the applicable healthcare provider or practice.