These Terms of Service (“Terms”) govern access to and use of the Clinlytics software-as-a-service platform, website, related applications, documentation, and services (collectively, the “Services”) provided by Clinlytics LLC, a Georgia limited liability company (“Clinlytics,” “we,” “us,” or “our”). These Terms form a binding agreement between Clinlytics and the clinic, practice, organization, or other business entity that purchases, accesses, or uses the Services (“Customer”).
By creating an account, accepting an order form, clicking to accept these Terms, or accessing or using the Services on behalf of a Customer, the person doing so represents that the person has authority to bind that Customer and agrees that the Customer and its Authorized Users will comply with these Terms.
1. The Services
1.1 Platform. Clinlytics provides a B2B SaaS platform designed for ABA therapy clinics. The Services may include insurance authorization tracking, authorization-unit management, denial management, billing and claims intelligence, scheduling, and staff or employee credentialing functions.
1.2 Changes. Clinlytics may modify, enhance, or update the Services from time to time, provided that Clinlytics will not intentionally remove material core functionality during a paid subscription term without reasonable notice where practicable.
1.3 No Clinical or Legal Advice. Clinlytics provides administrative and operational software tools. The Services do not provide medical, clinical, legal, insurance-coverage, reimbursement, coding, or billing advice and do not replace the professional judgment or independent obligations of Customer or its personnel. Customer remains responsible for clinical decisions, claims submissions, coding, authorizations, billing practices, regulatory compliance, and the accuracy of information submitted through the Services.
2. Eligibility, Accounts, and Authorized Users
2.1 Business Use Only. The Services are offered for business and professional use by clinics and other authorized organizations, not for personal or household use.
2.2 Accounts. Customer is responsible for maintaining accurate account information, designating Authorized Users, controlling user permissions, and safeguarding credentials. Customer is responsible for activities occurring under its accounts except to the extent caused by Clinlytics’s breach of these Terms or applicable law.
2.3 Authorized Users. Customer will ensure that each employee, contractor, or other person whom Customer authorizes to use the Services (“Authorized User”) uses the Services only for Customer’s legitimate business purposes and in accordance with these Terms and applicable law.
3. HIPAA and Protected Health Information
3.1 BAA Required for PHI. If Customer is a HIPAA covered entity or business associate and will cause Clinlytics to create, receive, maintain, or transmit Protected Health Information (“PHI”) on Customer’s behalf, Customer and Clinlytics must have an applicable Business Associate Agreement (“BAA”) in effect before PHI is entered into or transmitted through the Services. The BAA governs Clinlytics’s handling of PHI and controls over these Terms to the extent of any conflict concerning PHI.
3.2 Trial Accounts. A free trial provides limited access. Customer must not enter or upload PHI during a trial unless a BAA is in effect and Clinlytics has enabled the applicable PHI-capable functionality.
3.3 Customer Responsibilities. Customer is responsible for determining whether information it submits constitutes PHI, for obtaining all permissions and authorizations required to collect and disclose data to Clinlytics, and for configuring access appropriately for its workforce.
4. Customer Data
4.1 Ownership. As between the Parties, Customer retains all right, title, and interest in data, records, files, content, and information submitted to or generated through the Services on Customer’s behalf (“Customer Data”), subject to the rights necessary for Clinlytics to provide the Services.
4.2 Limited License. Customer grants Clinlytics a non-exclusive, limited right to host, process, transmit, display, reproduce, and otherwise use Customer Data only as reasonably necessary to provide, secure, support, maintain, and administer the Services and as otherwise permitted by these Terms, the BAA, and applicable law.
4.3 De-identified and Aggregated Information. To the extent permitted by applicable law and, for PHI, the BAA, Clinlytics may create and use information that has been de-identified so that it does not identify Customer or any individual, including aggregated information, for service analytics, security, benchmarking, and improvement of the Services. Clinlytics will not attempt to re-identify PHI that has been de-identified in accordance with the HIPAA Rules.
4.4 Data Accuracy. Customer is responsible for the legality, quality, integrity, and accuracy of Customer Data and for correcting errors in information under its control.
5. Acceptable Use
Customer and Authorized Users may not:
- (a) use the Services in violation of law or third-party rights;
- (b) access or attempt to access data, accounts, or systems without authorization;
- (c) interfere with the integrity, availability, or security of the Services;
- (d) introduce malware or malicious code;
- (e) reverse engineer, decompile, disassemble, or attempt to derive source code except to the limited extent such restriction is prohibited by law;
- (f) scrape, copy, resell, sublicense, or commercially exploit the Services except as expressly authorized in writing;
- (g) use the Services to develop or train a competing product using Clinlytics confidential information or proprietary elements; or
- (h) share credentials in a manner that defeats applicable account or access controls.
6. Third-Party Services and Subprocessors
The Services may rely on third-party service providers, including Supabase for database and backend services, Stripe for payment processing, and Resend for email communications. Third-party services may be subject to separate terms and privacy practices. Clinlytics remains responsible for its contractual and legal obligations concerning Customer Data notwithstanding its use of service providers. Where a service provider creates, receives, maintains, or transmits PHI on Clinlytics’s behalf, Clinlytics will address that relationship as required by the applicable BAA and HIPAA Rules.
7. Free Trial, Fees, Billing, and Plan Changes
7.1 Free Trial. Eligible new Customers may receive a seven (7) day limited-access free trial. Clinlytics may define or modify trial eligibility and trial functionality, subject to any commitments made at the time the trial begins.
7.2 Monthly Billing. Unless an order form or other written agreement states otherwise, paid subscriptions are billed monthly in advance. Customer authorizes Clinlytics and its payment processor to charge applicable subscription fees and taxes using the payment method provided by Customer.
7.3 Upgrades and Downgrades. Subscription upgrades and downgrades are prorated prospectively from the effective date of the plan change. A downgrade may reduce available functionality, capacity, or other plan features.
7.4 Taxes. Fees are exclusive of taxes unless expressly stated otherwise. Customer is responsible for transaction taxes imposed on its purchase or use of the Services, excluding taxes based on Clinlytics’s net income.
8. Cancellation; No Partial-Month Refunds
8.1 Cancellation Request. Customer may submit a cancellation request at any time, subject to thirty (30) days’ advance notice. If the thirty-day notice period extends beyond the end of the then-current monthly billing period, cancellation will take effect at the end of the billing period in which the required notice period expires. Customer remains responsible for charges accruing through the effective cancellation date.
8.2 No Partial-Month Refunds. Except as required by law or expressly agreed in writing, fees for service already rendered and partial months are non-refundable. This provision does not limit any remedy for a charge made in error or any non-waivable right under applicable law.
8.3 Effect of Cancellation. Upon the effective cancellation date, Customer’s right to access the Services ends, subject to any limited data-export or retention rights stated in an applicable agreement or required by law.
9. Suspension
Clinlytics may suspend access to the Services to the extent reasonably necessary to address a material violation of these Terms, a security threat, unlawful use, nonpayment, or conduct that creates material risk to the Services or other customers. Where practicable and legally permissible, Clinlytics will provide notice and a reasonable opportunity to cure before suspension. Emergency or security-related suspension may occur without prior notice when reasonably necessary to protect data, systems, or users.
10. Intellectual Property
10.1 Clinlytics Property. Clinlytics and its licensors retain all right, title, and interest in and to the Services, software, interfaces, documentation, designs, workflows, trademarks, and other proprietary materials, excluding Customer Data.
10.2 License to Customer. Subject to Customer’s compliance with these Terms and payment of applicable fees, Clinlytics grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer’s internal business operations.
10.3 Feedback. If Customer voluntarily provides suggestions or feedback regarding the Services, Clinlytics may use that feedback without restriction or obligation, provided that Clinlytics does not thereby acquire ownership of Customer Data or PHI.
11. Confidentiality
Each Party may receive nonpublic business, technical, financial, security, or operational information of the other Party that is identified as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Each receiving Party will use the other Party’s Confidential Information only to perform or receive the Services, protect it using reasonable care, and disclose it only to personnel and service providers who have a need to know and are bound by appropriate confidentiality obligations. Confidential Information does not include information that the receiving Party can demonstrate was lawfully known without restriction, becomes public without breach, is independently developed without use of the other Party’s Confidential Information, or is lawfully received from a third party without confidentiality duty. PHI is governed by the BAA and applicable law.
12. Security
Clinlytics will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and information processed. Customer acknowledges that no internet-connected service can guarantee absolute security. Customer is responsible for reasonable endpoint security, workforce access controls, password practices, and prompt deactivation of users who no longer require access. Clinlytics does not make any certification or security representation except as expressly stated in a written agreement.
13. Privacy
Clinlytics will handle personal information as described in its Privacy Policy and, where applicable, the BAA. The Privacy Policy does not replace or modify the BAA with respect to PHI processed on behalf of a HIPAA-regulated Customer.
14. Warranties and Disclaimers
14.1 Mutual Authority. Each Party represents that it has authority to enter into these Terms and perform its obligations.
14.2 Service Warranty. Clinlytics will provide the Services in a professional and workmanlike manner consistent with generally applicable industry practices for SaaS services of a similar nature.
14.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR REQUIRED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CLINLYTICS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. CLINLYTICS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT USE OF THE SERVICES WILL RESULT IN PAYMENT OF ANY CLAIM, INSURANCE AUTHORIZATION, REIMBURSEMENT, OR PARTICULAR BUSINESS OUTCOME.
15. Limitation of Liability
15.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO CLINLYTICS FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 Exceptions. The exclusions and cap in this Section do not apply to liability that cannot lawfully be limited or excluded. Any different allocation of liability expressly stated in a signed master services agreement, order form, or BAA will control over this Section to the extent of a conflict.
16. Indemnification
Customer will defend, indemnify, and hold harmless Clinlytics and its officers, managers, employees, and agents from third-party claims, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising from Customer’s unlawful use of the Services, Customer Data supplied in violation of law or third-party rights, or Customer’s material breach of Section 5. Clinlytics will provide prompt notice and reasonable cooperation, and Customer may control the defense and settlement, provided that no settlement may impose liability, admission, or non-monetary obligation on Clinlytics without Clinlytics’s written consent. This Section does not require Customer to indemnify Clinlytics for claims to the extent caused by Clinlytics’s own breach, negligence, or willful misconduct.
17. Term and Termination
These Terms begin when Customer first accepts them or uses the Services and continue while Customer maintains an account or subscription. Either Party may terminate for a material breach that remains uncured for thirty (30) days after written notice, except that a breach incapable of cure may permit earlier termination as allowed by law. Cancellation of a subscription is governed by Section 8. Provisions that by their nature should survive termination, including payment obligations accrued before termination, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and dispute provisions, survive.
18. Governing Law and Disputes
These Terms are governed by the laws of the State of Georgia, without regard to conflict-of-law principles. Subject to any different dispute-resolution provision in a signed agreement between the Parties, the state and federal courts of competent jurisdiction in Georgia will have jurisdiction over disputes arising out of or relating to these Terms, and each Party consents to personal jurisdiction in those courts. Nothing in this Section prevents either Party from seeking temporary or injunctive relief in a court of competent jurisdiction to protect confidential information, intellectual property, data, or system security.
19. Changes to These Terms
Clinlytics may update these Terms from time to time to reflect changes in law, the Services, or business practices. For material changes affecting an existing paid subscription, Clinlytics will provide reasonable notice through the Services or another appropriate business communication. Changes will apply prospectively from the stated effective date. Material changes to pricing or subscription commitments will not retroactively alter fees already paid for a completed billing period unless required by law or agreed by Customer.
20. General
These Terms, together with any applicable order form, master services or subscription agreement, BAA, and other expressly incorporated documents, constitute the agreement governing the applicable Services. If a signed agreement conflicts with these Terms, the signed agreement controls to the extent of the conflict. Customer may not assign these Terms without Clinlytics’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets where the assignee assumes Customer’s obligations. Clinlytics may assign these Terms in connection with a merger, reorganization, financing, or sale of all or substantially all relevant business or assets. Neither Party is liable for delay caused by events beyond its reasonable control, except for payment obligations. A waiver must be express and does not constitute a continuing waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect.
21. Contact Information
- Clinlytics LLC
- 909 Eagles Landing Pkwy, Ste 440 #2249, Stockbridge, GA
- Website: clinlyticsonline.com