Terms of Service

This Platform Access and Services Agreement (this “Agreement”) is entered into as of the date of electronic acceptance (the “Effective Date”) by and between Klarity Health, Inc., a Delaware Corporation (“Company”), and the person or entity accepting these terms electronically through the Platform (“Provider”). AskChart is a product line and brand name of Klarity Health, Inc. All rights, obligations, representations, warranties, liabilities, and indemnification obligations described in this Agreement are those of Klarity Health, Inc.

1. Term of Agreement

(a) Initial Term. This Agreement shall commence on the Effective Date and shall continue for an initial period of one (1) year (the “Initial Term”), unless sooner terminated in accordance with Section 12.

(b) Renewal. This Agreement shall automatically renew for successive one (1) year periods (each a “Renewal Term”) unless either party provides written notice of its intention not to renew at least sixty (60) days prior to the end of the then-current Term.

(c) Notice Address. All notices of non-renewal must be sent to the contact information provided in the applicable account settings or to compliance@helloklarity.com.

2. Access to Platform and Services

During the Term, Company shall make available to Provider the following:

(a) The AskChart Platform. An artificial intelligence-powered practice management assistant accessible via web application, providing automated workflow management, EHR integration, patient communication tools, billing operations, practice intelligence services, and related capabilities.

(b) Integration Services. Integration with Provider’s electronic health record system(s) and connected practice management tools to enable AI-assisted practice management operations and data exchange.

(c) AI Services. Artificial intelligence-powered automation services that execute Provider-approved workflows including patient intake management, appointment scheduling, insurance eligibility verification, billing and claims processing, patient messaging, practice analytics, documentation assistance, and other automated functions.

3. Provider Delegation and Authorization

(a) Authorization. Provider hereby authorizes and delegates to Company the right to access, operate, and manage Provider’s electronic health record system(s) using artificial intelligence, machine learning, and automated processes on Provider’s behalf and under Provider’s direction and supervision.

(b) AI Processing Consent. Provider acknowledges that the AI Services involve generative artificial intelligence technology that processes Protected Health Information to execute approved workflows and generate outputs. Provider consents to such processing subject to this Agreement and the Business Associate Agreement attached as Exhibit A.

(c) Automated Workflows. Provider may configure, customize, and manage automated workflows (“Automations”) through the Platform. Once approved and enabled by Provider, Automations will execute without requiring per-action authorization. Provider may pause, modify, or revoke any Automation at any time.

(d) Clinical Authority. Provider retains full clinical authority and responsibility for all patient care decisions. The Platform and AI Services do not make clinical decisions, diagnoses, or treatment recommendations.

(e) Provider Review and Approval. Provider is solely responsible for reviewing, evaluating, and approving all AI-generated outputs before they are used in clinical contexts, incorporated into patient records, or communicated to patients.

4. AI Disclosure and Limitations

(a) AI Technology Acknowledgment. Provider acknowledges that the Platform uses generative artificial intelligence and machine learning technologies. AI-generated outputs may contain errors, inaccuracies, or omissions.

(b) No Guarantee of Accuracy. Company does not guarantee the accuracy, completeness, or reliability of any AI-generated output. Provider is entirely responsible for verifying all AI-generated content before clinical or patient-facing use.

(b-1) Non-Uniqueness of Outputs. AI-generated outputs may not be unique. Similar or identical outputs may be generated for multiple Providers submitting similar inputs. Company does not guarantee the uniqueness, originality, or exclusivity of any AI-generated output.

(c) Data Use for Training. Company shall not use identifiable Protected Health Information to train, develop, or improve general-purpose AI models. De-identified data may be used to improve the Platform in accordance with HIPAA de-identification standards (45 CFR 164.514).

(d) Audit Logs and Documentation. Company maintains detailed audit logs of all AI Services interactions involving PHI, available to Provider upon request within ten (10) business days.

5. Provider Obligations

(a) Professional Licensing. Provider shall maintain all required professional licenses, certifications, and credentials necessary to provide healthcare services.

(b) Clinical Responsibility. Provider is solely responsible for all clinical decisions, medical judgment, patient care, treatment protocols, and patient safety.

(c) Insurance Requirements. Provider shall maintain comprehensive general liability and professional malpractice insurance with minimum coverage of $1,000,000 per occurrence and $3,000,000 aggregate, naming Klarity Health, Inc. as additional insured.

(d) Legal Compliance. Provider shall comply with all applicable federal, state, and local laws, regulations, and licensing requirements, including HIPAA, state medical practice laws, telemedicine regulations, and prescribing requirements.

(e) Privacy and Security Compliance. Provider shall not use the Platform in any manner that violates HIPAA privacy and security requirements or other applicable data protection regulations.

(f) Patient Consents and Notifications. Provider shall obtain and maintain all necessary patient consents, authorizations, and notices required by law for AI-assisted processing of patient health information.

(g) Data Ownership. All medical records, patient data, and health information maintained or processed through the Platform remain the sole property of Provider.

6. Intellectual Property

(a) Company IP License. Company grants Provider a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for Provider’s internal practice management purposes during the Term.

(b) Company Ownership. Company retains all right, title, and interest in and to the Platform, AI Services, underlying technology, algorithms, software code, models, documentation, and all improvements thereof.

(c) Feedback License. Provider grants Company a perpetual, worldwide, royalty-free, irrevocable license to use any feedback, suggestions, or requests regarding the Platform.

(d) Restrictions. Provider shall not reverse engineer, decompile, create derivative works, sublicense, or use the Platform for competitive benchmarking. Provider shall not use data mining, scraping, or automated collection methods beyond normal authorized use, or circumvent access controls or rate limits.

(d-1) Brand and Trademark Restrictions. Provider shall not use Company’s name, trademarks, logos, or brand assets without Company’s prior written consent.

(e) AI Models and Training Data. All artificial intelligence models, training data, algorithms, and architectural designs used in the Platform are Company Confidential Information and remain the exclusive property of Company.

7. Fees and Payment

(a) Subscription and Usage Fees. Provider shall pay the fees set forth in the pricing plan selected through the Platform, as further described in Addendum B (Fee Schedule).

(b) Payment Terms. Fees shall be invoiced and paid according to the billing schedule associated with Provider’s selected plan, typically net thirty (30) days from invoice date.

(c) Price Adjustments. Company may modify Fees with thirty (30) days prior written notice.

(d) Late Payment. Overdue invoices shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law.

(e) No Refunds. Except as required by law, all Fees are non-refundable once paid; provided that if Company terminates without cause, Provider shall receive a pro-rata refund for the unused portion of the billing period.

7A. Billing Services (Elective)

This Section applies only if Provider elects to receive Billing Services through the Platform.

(a) Services Provided. If elected, Company shall provide medical billing services including: claims submission, payment tracking, denial management, accounts receivable follow-up, and performance reporting.

(b) Services Excluded. The following remain Provider’s sole responsibility: medical coding (CPT, ICD-10, HCPCS), clinical documentation, credentialing renewal, patient scheduling, and patient collections.

(c) Service Fee. Provider shall pay a service fee calculated on Net Collections received during each calendar month, at the rate accepted at sign-up as set forth in Addendum B.

(d) Run-Out Services. Upon termination of Billing Services, Company shall continue processing claims submitted prior to termination for up to ninety (90) calendar days.

8. Confidential Information

(a) Definition. “Confidential Information” means all non-public information disclosed by one party to the other, including business plans, pricing, customer lists, technical specifications, AI model architectures, training data, algorithms, and source code.

(b) Obligation. Each party shall maintain confidentiality and shall not disclose Confidential Information to third parties without prior written consent, except as required by law.

(c) Exclusions. Confidential Information excludes information that is publicly available, rightfully received from a third party, independently developed, or required to be disclosed by law.

(d) PHI Exclusion. Protected Health Information is governed by the Business Associate Agreement (Exhibit A) and HIPAA, not this section.

9. Representations and Warranties of Provider

Provider represents and warrants that it has full authority to enter into this Agreement, holds all required professional licenses, is in good professional standing, has not been subject to criminal conviction or license revocation, and is not excluded from federal healthcare programs. Provider shall immediately notify Company of any adverse actions affecting professional standing.

10. Representations and Warranties of Company

Company represents that it is duly organized under Delaware law, has full authority to perform its obligations, and that the Platform and AI Services do not infringe any third-party intellectual property rights.

11. Limitation of Liability; Indemnification

Disclaimer of Warranties. THE PLATFORM, AI SERVICES, AND ALL OUTPUTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Disclaimer of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR BUSINESS INTERRUPTION.

(b) AI Outcome Disclaimer. Company shall not be liable for any clinical outcomes, patient injuries, or adverse events resulting from Provider’s use of AI-generated outputs or Automations.

Liability Cap. EXCEPT FOR BREACHES OF CONFIDENTIALITY, IP INFRINGEMENT, OR GROSS NEGLIGENCE, EACH PARTY’S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

(d) Company Indemnification. Company shall defend and indemnify Provider from third-party intellectual property infringement claims related to the Platform.

(e) Provider Indemnification. Provider shall defend and indemnify Company from claims arising from: violation of this Agreement or applicable laws, patient care decisions, use of AI-generated outputs, or data that infringes third-party rights.

12. Termination

(a) Termination Without Cause. Either party may terminate upon thirty (30) days written notice.

(b) Company Termination for Cause. Company may immediately terminate if Provider materially breaches this Agreement and fails to cure within thirty (30) days, if Provider’s license is suspended or revoked, or if Provider uses the Platform illegally or in violation of HIPAA.

(c) Provider Termination for Cause. Provider may terminate if Company materially breaches this Agreement and fails to cure within thirty (30) days, or if Company breaches confidentiality obligations.

(d) Effect of Termination. Upon termination, Provider shall cease use of the Platform, Company shall return or destroy all Provider data and PHI within thirty (30) days, and all accrued payment obligations remain due.

(e) Account Inactivity. If Provider’s account is inactive for twelve (12) consecutive months, Company may classify it as dormant and provide sixty (60) days’ notice before suspension or termination.

12A. Acceptable Use Policy

Provider shall not use the Platform to engage in illegal activity, process data without proper consent, generate harassing content, attempt to extract AI model weights or training data, scrape data beyond normal use, generate fraudulent medical claims, circumvent security measures, impersonate others, or introduce malware.

12B. Service Modifications

Company may modify the Platform with thirty (30) days’ notice for material changes. Emergency modifications may be made immediately to address security vulnerabilities, comply with law, respond to abuse, or prevent imminent harm.

13. Independent Contractors

The relationship between Company and Provider is that of independent contractors. Neither party is an employee, agent, partner, or joint venturer of the other.

14. Compliance with Laws

Both parties shall comply with HIPAA and its implementing regulations. Provider shall obtain all required patient consents for AI-assisted processing. Both parties shall comply with all applicable healthcare fraud and abuse laws, including the Federal Anti-Kickback Statute and the Stark Law.

15. Company Insurance

Company shall maintain: Cyber Liability Insurance ($2,000,000 per occurrence / $5,000,000 aggregate), Professional Liability / E&O Insurance ($1,000,000 per claim / $2,000,000 aggregate), and Commercial General Liability Insurance ($1,000,000 per occurrence).

16. Force Majeure

Neither party shall be liable for failure or delay caused by events beyond reasonable control. Force Majeure shall not excuse HIPAA Security Rule compliance, breach notification obligations, payment obligations, or confidentiality obligations. If a Force Majeure Event prevents performance for more than ninety (90) days, either party may terminate without penalty.

17. Service Levels

(a) Uptime Target. Company shall use commercially reasonable efforts to maintain 95% Platform availability per calendar month, excluding scheduled maintenance and Force Majeure Events.

(b) Service Credits. If uptime falls below target, Provider is entitled to a 5% credit of monthly Fees per full percentage point below target, up to 25% maximum.

18. General Provisions

(a) Subcontracting. Company may engage subcontractors, provided they comply with this Agreement and the BAA regarding PHI.

(b) Governing Law. This Agreement shall be governed by the laws of the State of Delaware.

(c) Arbitration. Disputes shall be resolved by binding arbitration administered by JAMS in Wilmington, Delaware, before a single arbitrator.

Class Action and Jury Trial Waiver. EACH PARTY AGREES THAT ANY DISPUTE SHALL BE BROUGHT SOLELY IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A CLASS MEMBER. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY.

(c-2) Arbitration Opt-Out. Provider may opt out of arbitration by sending written notice to compliance@helloklarity.com within thirty (30) days of the Effective Date.

(d) Notice. All notices shall be in writing and delivered by personal delivery, overnight courier, certified mail, or email.

(e) No Assignment. Provider shall not assign rights without Company’s prior written consent. Company may assign to affiliates or in connection with a merger or acquisition.

(f) Severability. If any provision is held invalid, the remaining provisions continue in full force.

(g) Entire Agreement. This Agreement, including Section 7A (Billing Services), Exhibit A (BAA), and Addendum B (Fee Schedule), constitutes the entire agreement.

(h) Amendment. This Agreement may be amended only by written agreement signed by both parties, except that Company may modify Fees and Platform capabilities with thirty (30) days notice.

Exhibit A — Business Associate Agreement

This Business Associate Agreement (“BAA”) is entered into between Klarity Health, Inc. (“Business Associate”) and the healthcare provider or organization that has accepted the Services Agreement (“Covered Entity”).

Article I. Definitions

“Breach” means the unauthorized acquisition, access, use, or disclosure of Unsecured PHI. “PHI” or “Protected Health Information” has the meaning given in 45 CFR 164.501. “AI Services” means the AI capabilities provided through the AskChart platform. “Automation” means a Covered Entity-configured automated workflow.

Article II. Obligations of Business Associate

Business Associate shall not use or disclose PHI except to perform functions specified in the Services Agreement. Business Associate shall implement HIPAA-compliant safeguards and notify Covered Entity of any Breach within forty-eight (48) hours of discovery, with full written notification within sixty (60) calendar days. All subcontractors receiving PHI must agree in writing to equivalent HIPAA obligations.

Article III. Permitted Uses and Disclosures

Business Associate may use PHI for: performing services under the Agreement, management and administration, data aggregation, creating de-identified information per 45 CFR 164.514, as required by law, or as authorized by Covered Entity. All AI-Generated Outputs containing PHI are treated as PHI.

Article IV. AI-Specific Provisions

All PHI processed by AI Services receives the same safeguards as all other PHI. Business Associate shall not use identifiable PHI to train general-purpose AI models. Covered Entity-approved Automations are treated as authorized uses of PHI. Detailed audit logs of all AI processing are maintained and available upon request.

Article V. Obligations of Covered Entity

Covered Entity shall provide required Individual notices, obtain necessary authorizations for AI-assisted PHI processing, and comply with HIPAA Privacy and Security Rules.

Article VI. Term and Termination

This BAA remains in effect for the duration of the Services Agreement. Upon termination, Business Associate shall return or securely destroy all PHI within thirty (30) days unless retention is required by law.

Addendum B — Fee Schedule

The specific fees, rates, and pricing plan applicable to Provider are as displayed to and accepted through the AskChart platform at the time of account registration. Fees may include Platform Subscription Fees, Billing Service Fees (if elected), Usage-Based Fees, and Add-On Service Fees. All fees remain fixed for the Initial Term. Adjustments for Renewal Terms require thirty (30) days’ prior written notice.

For current pricing details, visit our Pricing page.