Terms of Service

1. Introduction & Acceptance

Welcome to Clausea. These Terms of Service ("Terms") govern your access to and use of the Clausea platform, including our website at clausea.us, our browser extensions, software applications, APIs, and administrative automation services (collectively, the "Services"). Clausea is owned and operated by Clausea, Inc. ("Clausea", "we", "us", or "our").

By registering for an account, installing our browser extension, or otherwise accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

You represent and warrant that you are at least 18 years of age and possess the legal authority to enter into these Terms on behalf of yourself or the entity you represent (such as a healthcare provider, medical billing company, or facility). If you are using the Services on behalf of an entity, you agree to these Terms on behalf of that entity, and all references to "you" or "your" will include that entity.

2. SaaS License & Usage

Subject to your strict compliance with these Terms and payment of any applicable fees, Clausea grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use our software-as-a-service (SaaS) platform for your internal business operations, specifically for automated Revenue Cycle Management (RCM) assistance and insurance claim appeals generation.

Platform Restrictions

You agree that you will not, and will not permit any third party to:

• Copy, modify, or create derivative works of the Services or any part thereof;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services;
• Rent, lease, lend, sell, sublicense, distribute, publish, frame, or transfer the Services or make the Services available to any third party except as expressly permitted;
• Remove or alter any proprietary markings, logos, or copyright notices;
• Use any automated system, including but not limited to "robots," "spiders," or "offline readers," to scrape or harvest content from the Services;
• Use the Services in any manner that interferes with, disables, or disrupts the integrity or performance of the Services or its related systems.

3. Medical & Legal Disclaimer

Clausea is an AI-powered administrative automation tool designed to assist healthcare billing specialists and providers in generating draft appeal letters, calculating timely filing limits, and finding payer guidelines. CLAUSEA IS NOT A MEDICAL PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, TREATMENT, CLINICAL DECISIONS, OR PATIENT CARE SERVICES. ALL CONTENT AND TOOLS PROVIDED BY THE SERVICES ARE FOR ADMINISTRATIVE AND REVENUE CYCLE CONVENIENCE ONLY.

CLAUSEA IS NOT A LAW FIRM, INSURANCE BROKER, OR ATTORNEY, AND DOES NOT PROVIDE FORMAL LEGAL ADVICE, FORMAL LEGAL REPRESENTATION, OR FORMAL LEGAL OPINIONS. The generated materials (including draft appeal letters, medical necessity summaries, or policy citations) are administrative drafts only.

USER RESPONSIBILITY AND VERIFICATION: You acknowledge and agree that you are solely and fully responsible for reviewing, verifying, editing, and confirming the medical, clinical, and billing accuracy of all generated appeal letters, calculations, and administrative documentation before submitting them to insurance payers or any regulatory authority. Clausea does not guarantee that any draft appeal letter will result in claim payment, reversal of a denial, or any particular financial outcome. You bear all risks associated with the accuracy, legal compliance, and appropriateness of the claims and appeals you submit.

4. User Accounts & Security

To access certain features of the Services, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. You are solely responsible for safeguarding your account login credentials, including passwords and API keys. You are fully responsible for all activities, actions, and transactions that occur under your account.

You agree to notify us immediately of any unauthorized use of your account or any other breach of security via our Contact Page. Clausea cannot and will not be liable for any loss or damage arising from your failure to comply with these security obligations.

5. Data Protection & HIPAA Integration

In providing the Services, Clausea may process Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations. Where Clausea acts as a "Business Associate" to a "Covered Entity" (as defined under HIPAA), our processing of PHI is strictly governed by a separate Business Associate Agreement ("BAA") executed between you and Clausea.

By using the Services and submitting any PHI, you represent and warrant that you have obtained all necessary consents, authorizations, and permissions from patients, as required by HIPAA and applicable state laws, to transmit such data to Clausea for the purpose of receiving the Services. We implement administrative, physical, and technical safeguards designed to protect PHI in compliance with HIPAA requirements, as outlined in our HIPAA policies.

6. Billing, Fees, and Subscriptions

Certain aspects of our Services are provided on a paid subscription basis. By selecting a subscription plan (e.g., monthly or annual tiers), you agree to pay all applicable fees, taxes, and charges associated with that plan in accordance with the billing terms in effect at the time of purchase.

Automatic Renewal

Your subscription will automatically renew at the end of each billing period under the same terms unless you cancel your subscription or we terminate it. You authorize Clausea (or our third-party payment processor, such as Stripe) to charge your designated payment method for the renewal fees.

Cancellation

You may cancel your subscription at any time through your account billing portal or by contacting our support team. Cancellation will take effect at the end of the current billing cycle, and you will retain access to the paid features until the billing cycle concludes.

Refunds

Except as explicitly provided otherwise or as required by applicable law, all subscription fees and charges are non-refundable. We do not provide refunds or credits for any partial subscription periods or unused credits.

7. Intellectual Property

Clausea IP

As between you and Clausea, Clausea retains all right, title, and interest in and to the Services, including all software, source code, database structures, user interface designs, logos, trademarks, branding assets, copywriting, proprietary algorithms, and any improvements, modifications, or derivative works thereof. These Terms do not grant you any ownership interest in the Services or Clausea's intellectual property.

User Content & Appeal Drafts

You retain ownership of all data, text, files, and other information that you upload, submit, or transmit to the Services ("User Content"). When the Services generate a draft appeal letter or clinical summary based on your User Content, you own the resulting generated draft. Clausea is granted a non-exclusive, worldwide, royalty-free license to use, host, store, and process your User Content and generated drafts solely for the purpose of providing, operating, maintaining, and improving the Services in accordance with these Terms, our Privacy Policy, and any applicable BAA.

8. Limitation of Liability & Indemnification

Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLAUSEA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLAUSEA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, OR THAT ANY DEFECTS WILL BE CORRECTED.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLAUSEA, ITS DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL CLAUSEA'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE TOTAL AMOUNT PAID BY YOU TO CLAUSEA FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Indemnification

You agree to defend, indemnify, and hold harmless Clausea and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Services; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any intellectual property, privacy, or HIPAA-protected right; (d) any dispute between you and any patient, health insurance payer, healthcare provider, or state/federal regulatory body regarding claim submissions, appeals, or clinical findings.

9. Governing Law & Dispute Resolution

Governing Law

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.

Arbitration Agreement

YOU AND CLAUSEA AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, OR THE USE OF THE SERVICES (COLLECTIVELY, "DISPUTES") WILL BE SETTLED BY BINDING, INDIVIDUAL ARBITRATION, RATHER THAN IN COURT. You agree that any arbitration will be conducted on an individual basis and not in a class, collective, or representative proceeding.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The venue for any arbitration shall be Wilmington, Delaware, unless both parties agree otherwise in writing.

Exceptions to Arbitration

Either party may bring an individual action in small claims court or seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

10. General & Contact

Severability & Waiver

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. The failure of Clausea to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Entire Agreement

These Terms, together with our Privacy Policy and any executed Business Associate Agreement (BAA), constitute the entire and exclusive agreement between you and Clausea regarding the Services, and supersede all prior written or oral understandings or agreements.

Updates to Terms

We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on this website and updating the "Last updated" date. Your continued use of the Services after any such changes constitute your acceptance of the new Terms.

Contact Information

If you have any questions or concerns regarding these Terms, please contact us via our Contact Page.