Claros

Terms of Service

Effective Date: May 30, 2025

These Terms of Service ("Terms") govern your access to and use of Claros Health's services, including our software, website, and APIs. By accessing or using our Services, you agree to be bound by these Terms. Our Services are designed to assist healthcare providers in managing and reporting quality measures in compliance with applicable healthcare regulations.

SCOPE

These Terms apply to all users of Claros Health, Inc.'s ("Claros Health," "we," or "us") services, including our websites, web-based services, APIs, and any associated platforms (collectively, the "Services"). By using our Services, you agree to these Terms and our Privacy Policy. Our Services are intended for use by healthcare providers and their authorized personnel in compliance with HIPAA and other applicable healthcare regulations.

HIPAA COMPLIANCE

As a Business Associate under HIPAA, we agree to:

  • Maintain appropriate safeguards to prevent unauthorized use or disclosure of Protected Health Information (PHI);
  • Report any unauthorized use or disclosure of PHI;
  • Ensure that any subcontractors that create, receive, maintain, or transmit PHI agree to the same restrictions and conditions;
  • Make PHI available for access, amendment, and accounting of disclosures as required by HIPAA;
  • Comply with the requirements of the HIPAA Security Rule regarding electronic PHI.

ACCOUNT REGISTRATION AND SECURITY

To access certain features of our Services, you must register for an account. You agree to:

  • Provide accurate and complete information during registration, including your healthcare provider credentials;
  • Maintain the security of your account credentials and implement appropriate access controls;
  • Promptly notify us of any unauthorized access or security breaches;
  • Accept responsibility for all activities that occur under your account;
  • Ensure that all users accessing the Services through your account are authorized healthcare providers or their authorized personnel.

ACCEPTABLE USE

You agree to use our Services only for lawful purposes and in accordance with these Terms and applicable healthcare regulations. You shall not:

  • Use the Services in any way that violates HIPAA, HITECH, or other applicable healthcare laws;
  • Attempt to gain unauthorized access to any part of the Services;
  • Interfere with or disrupt the Services or servers connected to the Services;
  • Use the Services to transmit any harmful code or malware;
  • Engage in any activity that could damage, disable, or impair the Services;
  • Use the Services for any purpose other than healthcare quality reporting and related activities;
  • Share or disclose PHI in violation of HIPAA or other applicable privacy laws.

PROTECTED HEALTH INFORMATION

When using our Services, you acknowledge and agree that:

  • You are responsible for ensuring that all PHI is handled in compliance with HIPAA;
  • You will only upload or transmit PHI that is necessary for the intended healthcare operations;
  • You will implement appropriate technical and administrative safeguards to protect PHI;
  • You will maintain documentation of all disclosures of PHI as required by HIPAA;
  • You will cooperate with us in responding to any patient requests for access to their PHI.

INTELLECTUAL PROPERTY

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, and software, are the exclusive property of Claros Health or its licensors and are protected by copyright, trademark, and other intellectual property laws. This includes our quality reporting algorithms and healthcare analytics tools.

LICENSE GRANT

Subject to your compliance with these Terms and applicable healthcare regulations, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use our Services for your healthcare quality reporting purposes. This license does not include the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information obtained from the Services.

USER CONTENT

You retain ownership of any content you submit to our Services. By submitting content, you:

  • Grant us a worldwide, non-exclusive license to use, store, and process your content in compliance with HIPAA;
  • Warrant that you have all necessary rights and authorizations to grant such license;
  • Agree that we may use your content to provide and improve our Services while maintaining HIPAA compliance;
  • Confirm that all submitted content complies with applicable healthcare regulations.

DISCLAIMER OF WARRANTIES

Our Services are provided "as is" and "as available" without any warranties of any kind, either express or implied. We do not warrant that the Services will be uninterrupted, error-free, or secure, or that any defects will be corrected. While we maintain HIPAA compliance, we do not guarantee that your use of the Services will meet all specific requirements of your healthcare practice or organization.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, Claros Health shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses. This limitation of liability does not apply to violations of HIPAA or other healthcare regulations for which we are directly responsible.

TERMINATION

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including if you breach these Terms or violate HIPAA requirements. Upon termination, your right to use the Services will immediately cease, and you must securely dispose of any PHI in your possession in accordance with HIPAA requirements.

GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts in Santa Clara County, California, except where preempted by federal law, including HIPAA.

CHANGES TO TERMS

We reserve the right to modify these Terms at any time. We will notify you of any material changes through the Services or by email. Your continued use of the Services after such notification constitutes your acceptance of the modified Terms. Any changes to our HIPAA compliance obligations will be communicated separately and may require your explicit acknowledgment.

CONTACT US

Claros Health, Inc.

1049 El Monte Avenue, Ste C51

Mountain View, CA 94040

Email: gordon@claros.health

Attn: Gordon Chi