Terms of Use

By accessing or using Clinify's platform, services, and software (collectively, the "Services"), you agree to be bound by these Terms of Use ("Terms"). If you do not agree to these Terms, do not use our Services.

These Terms constitute a legally binding agreement between you (the "User," "you," or "your") and Clinify, Inc. ("Clinify," "we," "us," or "our"). Your continued use of our Services indicates your acceptance of any updates or modifications to these Terms.

If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and all references to "you" shall include that organization.

Clinify provides a comprehensive healthcare compliance platform designed for healthcare providers, dispensaries, and medical practices. Our Services include:

• Patient management and electronic health records (EHR) system
• Inventory management and tracking
• Point of sale (POS) and billing systems
• Compliance monitoring and reporting tools
• Analytics and business intelligence dashboards
• Workflow automation and team management features
• API access and integrations with third-party systems

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuance of the Services.

To use our Services, you must create an account and provide accurate, complete, and current information. You agree to:

• Maintain the security and confidentiality of your account credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account
• Provide valid professional licenses and credentials as required
• Update your account information to keep it accurate and current

You may not share your account credentials, create multiple accounts, or allow others to use your account. We reserve the right to suspend or terminate accounts that violate these Terms or pose security risks.

For healthcare providers, you must maintain valid professional licenses and comply with all applicable healthcare regulations including HIPAA, state medical board requirements, and DEA regulations where applicable.

You agree to use our Services only for lawful purposes and in compliance with all applicable laws and regulations. You may not:

• Use the Services to violate any local, state, federal, or international law
• Access or attempt to access another user's account without authorization
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Introduce viruses, malware, or any malicious code
• Attempt to reverse engineer, decompile, or disassemble any software or systems
• Use automated systems (bots, scrapers) to access the Services without permission
• Remove or alter any copyright, trademark, or proprietary rights notices
• Resell, sublicense, or redistribute the Services without authorization
• Use the Services to transmit spam, chain letters, or unsolicited communications
• Impersonate any person or entity or misrepresent your affiliation
• Collect or harvest personal information about other users

Violation of this Acceptable Use Policy may result in immediate termination of your account and legal action.

Our Rights

All content, features, and functionality of the Services, including but not limited to software, text, graphics, logos, images, and software code, are owned by Clinify or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

Your License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. This license does not include:

• Any resale or commercial use of the Services
• The right to modify, copy, or create derivative works
• Any downloading or copying of account information for the benefit of third parties
• Any use of data mining, robots, or similar data gathering tools

Your Content

You retain ownership of all data, content, and information you submit to the Services ("User Content"). By submitting User Content, you grant us a worldwide, royalty-free license to use, store, process, and transmit your User Content solely to provide and improve the Services.

Use of certain Services requires payment of fees as described in your subscription plan. You agree to:

• Pay all fees associated with your selected subscription plan
• Provide valid payment information and keep it current
• Authorize us to charge your payment method on a recurring basis
• Pay any applicable taxes, including sales, use, or value-added taxes

Subscription fees are billed in advance on a monthly or annual basis depending on your plan. Fees are non-refundable except as required by law or as explicitly stated in our refund policy.

We reserve the right to change our fees with 30 days' advance notice. Price changes will not affect your current billing cycle but will apply to subsequent renewal periods.

If payment fails, we may suspend or terminate your access to the Services. You remain responsible for any unpaid fees and collection costs.

As a healthcare technology platform, Clinify is committed to HIPAA compliance. When you use our Services to store or process Protected Health Information (PHI), we act as a Business Associate under HIPAA.

By using our Services for PHI, you agree that:

• You are a Covered Entity or Business Associate under HIPAA
• You will execute a Business Associate Agreement (BAA) with us
• You are responsible for obtaining all necessary patient authorizations and consents
• You will use the Services in compliance with HIPAA and applicable state laws
• You will implement appropriate safeguards for PHI in your control

We implement administrative, physical, and technical safeguards designed to protect PHI, including encryption, access controls, audit logging, and regular security assessments. However, you remain ultimately responsible for HIPAA compliance in your use of the Services.

You must report any suspected PHI breaches to us immediately. We will cooperate with breach notification requirements as outlined in the BAA.

While we implement regular automated backups of your data, you are responsible for maintaining independent backups of critical information. We provide data export tools to facilitate your backup processes.

Our standard backup retention periods are:

• Daily backups retained for 30 days
• Weekly backups retained for 90 days
• Monthly backups retained for 1 year

We are not liable for any data loss, corruption, or unavailability. While we strive for 99.9% uptime, we do not guarantee uninterrupted access to the Services.

DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, CLINIFY DISCLAIMS ALL WARRANTIES, INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES REGARDING ACCURACY, RELIABILITY, OR AVAILABILITY OF THE SERVICES
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE
• WARRANTIES REGARDING THE QUALITY OR RESULTS OF USING THE SERVICES

We do not warrant that the Services will meet your specific requirements or that defects will be corrected. You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime occur.

No advice or information obtained from Clinify or through the Services creates any warranty not expressly stated in these Terms.

LIMITATION OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLINIFY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING FROM:

• Your use or inability to use the Services
• Any unauthorized access to or alteration of your data
• Any interruption or cessation of the Services
• Any bugs, viruses, or malware transmitted through the Services
• Any errors or omissions in content or data
• Any conduct or content of third parties

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

You agree to indemnify, defend, and hold harmless Clinify, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any rights of another party
• Your violation of any applicable laws or regulations
• Your User Content or any data you submit to the Services
• Your provision of healthcare services to patients

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

These Terms remain in effect while you use the Services. You may terminate your account at any time by contacting our support team or using the account cancellation feature.

We may suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including:

• Breach of these Terms
• Non-payment of fees
• Fraudulent or illegal activity
• At your request
• Prolonged inactivity
• To comply with legal requirements

Upon termination, your right to use the Services immediately ceases. You will have 30 days to export your data before we delete your account and associated data, except as required for legal compliance or dispute resolution.

Termination does not relieve you of any obligations to pay outstanding fees. Sections of these Terms that by their nature should survive termination shall survive, including intellectual property rights, disclaimers, indemnification, and limitations of liability.

Please contact us first to resolve any disputes informally. Most concerns can be resolved quickly by contacting our support team at support@clinify.com.

Binding Arbitration

If we cannot resolve a dispute informally, any dispute arising from these Terms or the Services shall be resolved through binding arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules.

Arbitration will be conducted in [Your State/Location]. Each party shall bear its own costs and attorneys' fees unless otherwise awarded by the arbitrator. The arbitrator's decision is final and binding.

Class Action Waiver

You agree that disputes must be brought on an individual basis only and not as part of any class, collective, or representative action. Neither party may bring claims on behalf of others.

Some jurisdictions do not allow arbitration agreements. If this provision is found unenforceable, the dispute will be resolved in the courts located in [Your Jurisdiction].

Governing Law

These Terms are governed by the laws of [Your State/Country], without regard to conflict of law principles.

Changes to Terms

We may update these Terms from time to time. Material changes will be communicated via email or prominent notice on our website. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

Assignment

You may not assign or transfer these Terms without our written consent. We may assign these Terms without restriction.

Entire Agreement

These Terms, together with our Privacy Policy and any BAA, constitute the entire agreement between you and Clinify regarding the Services.

If you have questions about these Terms of Use, please contact us:

Last Updated: January 19, 2026

Effective Date: January 19, 2026