Terms of Service
These Terms of Service govern the purchase and use of Clovai in the United States. By creating an account at clovai.us/get-started and checking the acceptance box, the organization you represent ("Customer") agrees to them. If you do not agree, do not complete the sign-up.
1. Who we are
Clovai is a cloud platform for healthcare practices and organizations. In the United States it is provided by Tagnara LLC, a Delaware limited liability company with its registered office at 1201 North Market Street #111, Wilmington, DE 19801 ("Clovai", "we" or "us"). Contact: support@clovai.us.
2. The service
We grant Customer a non-exclusive, non-transferable right to use the Clovai platform as software-as-a-service during the subscription term, with the modules, users, locations and storage included in the plan Customer selects. Customer does not acquire ownership of the software or its source code.
3. Accounts, users and security
- Customer must provide accurate information about the organization, its administrator and its billing contact, and keep it up to date.
- Every user login is personal and may not be shared. Customer is responsible for its users, for assigning each one the permissions their role requires, and for keeping credentials confidential.
- Customer must notify us promptly at security@clovai.us of any suspected unauthorized access.
- Customer's workspace runs on its own subdomain (for example, yourpractice.app.clovai.us) and its data is logically isolated from other customers.
4. Plans and prices
Plans, their limits and their prices are those published at clovai.us/pricing when Customer subscribes, in U.S. dollars. The exact amount is shown before Customer saves a payment method and appears in the confirmation.
- Billing periods. Customer may subscribe monthly or annually. The annual plan carries the discount shown on the pricing page (equivalent to 2 months free) and is billed in advance for the whole period.
- Taxes. Prices exclude sales and use taxes. Where they apply, they are calculated from Customer's billing address and shown on the invoice.
- Price changes. We may change prices for future billing periods with at least 30 days' notice. A period already paid keeps its price.
- Additional users and add-ons are billed at the published rate or the rate agreed in writing.
5. Free trial
Self-service plans start with a 15-day free trial. A valid card is required to start the trial; nothing is charged during it. Unless Customer cancels before the trial ends, the card on file is charged the price of the selected plan and billing period on the day after the trial ends, and the subscription continues as described in section 6. One trial per organization.
6. Automatic renewal and payment
- Subscriptions renew automatically for successive periods of the same length, and the card on file is charged at the start of each period at the then-current price, until Customer cancels.
- Payments are processed by Stripe. Clovai does not receive or store full card numbers.
- Invoices and receipts are emailed to the billing contact. If a charge fails, we will retry it and notify Customer; if the balance remains unpaid 15 days after the due date, the account may be switched to read-only mode and later suspended.
- How to cancel. Customer may cancel at any time by emailing support@clovai.us from the administrator's address, or from the account settings when that option is available. Cancellation takes effect at the end of the current paid period (or at the end of the trial, without any charge, if cancelled during the trial).
7. Refunds
Except during the free trial, or where the law requires otherwise, fees already paid are not refundable, and there are no refunds or credits for partial periods or unused features.
8. Termination and your data
- Either party may terminate for the other's material breach that remains uncured 30 days after written notice. We may suspend access immediately if the service is used unlawfully or in a way that threatens its security or other customers.
- For 30 days after the subscription ends, Customer may export its data in a structured format at no charge. After that period we delete it securely, except where we must retain it by law or as provided in the Business Associate Agreement.
9. HIPAA and the Business Associate Agreement
When Customer is a covered entity (or a business associate of one) and uses Clovai to create, receive, maintain or transmit protected health information (PHI), Clovai acts as Customer's business associate. The Business Associate Agreement ("BAA") accepted during sign-up is part of these Terms and governs PHI. If the BAA conflicts with these Terms regarding PHI, the BAA controls.
10. Customer responsibilities
- Customer is responsible for the clinical, coding and billing decisions made with Clovai, for its professionals' licenses and credentials, and for complying with the laws that apply to its practice.
- Customer obtains the patient notices, authorizations and consents the law requires before entering information into Clovai.
- Customer remains responsible for maintaining medical records for the periods required by applicable law; Clovai provides the technical means to do so while the subscription is active.
11. Acceptable use
Customer will not: resell or sublicense the service; attempt to access other customers' data; reverse engineer the platform; introduce malicious code; use Clovai for unlawful activity; or upload information without the right to do so.
12. Artificial intelligence
Clovai includes an AI assistant (Clovy). Its outputs are aids and may contain errors. Clinical, administrative and financial decisions remain the responsibility of Customer's professionals, who must review them. AI features are offered only with vendors and configurations permitted for PHI under the BAA.
13. Intellectual property and feedback
The software, the Clovai and Clovy marks, the design and the documentation belong to Tagnara or its licensors. Customer owns its data. We may use suggestions Customer shares to improve the product without obligation.
14. Confidentiality
Each party will protect the other's confidential information with at least reasonable care and use it only to perform under these Terms, during and after the subscription.
15. Disclaimer
We work to keep Clovai available, secure and accurate, and we announce scheduled maintenance in advance. Except as expressly stated in these Terms, the service is provided "as is", and we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement, to the extent permitted by law.
16. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue, and each party's total liability arising out of these Terms is limited to the fees Customer paid in the 12 months before the event giving rise to the claim. These limits do not apply to a party's gross negligence, willful misconduct, or Customer's payment obligations.
17. Indemnification
Customer will defend and indemnify Clovai against third-party claims arising from information Customer uploads without the right to do so or from Customer's violation of law. Clovai will defend and indemnify Customer against third-party claims that the service, as provided by us, infringes a U.S. patent, copyright or trademark.
18. Changes to these Terms
We may update these Terms. We will post the new version on this page and, for material changes, notify the account administrator at least 30 days before they take effect. If Customer does not agree, it may cancel before the change takes effect.
19. Governing law and disputes
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties will first try to resolve any dispute in good faith for 30 days; failing that, the state and federal courts located in Delaware have exclusive jurisdiction.
20. Contact
Tagnara LLC · 1201 North Market Street #111, Wilmington, DE 19801 · support@clovai.us