Effective Date: Date of Signature
This Clarity LTC Master Services Agreement ("Agreement") governs access to and use of Clarity LTC, LLC ("Clarity LTC") software and services. By executing an Order Form or by accessing Clarity LTC services, the entity or individual ("Customer") agrees to the terms set forth herein. Clarity LTC and Customer may be referred to individually as a "Party" and collectively as the "Parties."
1. Services
1.1 Access and Use
Subject to this Agreement and payment of applicable fees, Clarity LTC grants Customer a non-exclusive, non-transferable, limited right to access and use its software and services ("Services") solely for internal business purposes during the applicable subscription term.
1.2 Restrictions
Customer shall not (i) sublicense, resell, or distribute the Services to third parties, (ii) reverse engineer, modify, or create derivative works from the Services, or (iii) use the Services in violation of applicable laws. Customer is responsible for its authorized users' compliance with this Agreement.
1.3 Free Trials
Any free trial access is provided "AS IS" without warranties and may be terminated at any time at Clarity LTC's sole discretion.
1.4 Third-Party Products
If Customer integrates third-party services, Customer does so at its own risk and Clarity LTC is not responsible for third-party products.
2. Customer Data and Privacy
2.1 Customer Data Rights
Customer retains all rights in its data. Customer grants Clarity LTC a limited license to access, process, store, and use Customer data solely to provide and improve the Services.
2.2 HIPAA and PHI
Where applicable, Clarity LTC will handle Protected Health Information (PHI) in compliance with HIPAA and any associated Business Associate Agreement.
2.3 Security
Clarity LTC maintains commercially reasonable administrative, technical, and physical safeguards to protect Customer data.
2.4 De-Identified Data
Clarity LTC may use de-identified, aggregated data for analytics and service improvement, provided it cannot be used to identify any individual or customer.
3. Fees and Payment
3.1 Fees
Customer agrees to pay all fees as specified in an Order Form or invoice. All fees are non-refundable unless stated otherwise.
3.2 Payment Terms
Fees are due according to the payment schedule in the Order Form. Late payments may result in interest charges and service suspension.
3.3 Taxes
Fees do not include taxes. Customer is responsible for all applicable taxes, excluding Clarity LTC's income taxes.
4. Intellectual Property
4.1 Ownership
Clarity LTC retains all rights, title, and interest in the Services, software, documentation, and related intellectual property. No rights are granted except as explicitly set forth.
4.2 Feedback
Customer may submit feedback, which Clarity LTC may use without restriction or compensation.
5. Confidentiality
5.1 Definition
Confidential Information means any non-public information disclosed by either Party to the other, including software, business plans, or Customer data.
5.2 Obligations
Each Party agrees to protect Confidential Information using reasonable care and to use it only as permitted under this Agreement.
5.3 Exceptions
Confidential Information does not include information that is publicly known, independently developed, or disclosed by a third party legally.
5.4 Data Breach Notification
Clarity LTC will notify Customer within 48 hours of discovering a data breach involving Customer data and will cooperate in response efforts.
6. Warranties and Disclaimers
6.1 Warranty Disclaimer
Services are provided AS IS. Clarity LTC disclaims all warranties, including implied warranties of merchantability and fitness for a particular purpose.
6.2 No Legal Advice
Services do not constitute legal or medical advice. Customer should consult professional advisors as needed.
7. Limitation of Liability
7.1 Limitation
Except for liabilities arising from gross negligence, willful misconduct, or breach of confidentiality, Clarity LTC’s liability will not exceed the amount paid by Customer in the 12 months preceding the claim.
7.2 Exclusion
Neither Party is liable for indirect, incidental, or consequential damages.
8. Term and Termination
8.1 Term
The Agreement remains in effect for the duration specified in the applicable Order Form and will renew per the renewal terms unless either Party provides written notice of non-renewal.
8.2 Termination for Cause
Either Party may terminate this Agreement for material breach after providing 30 days' written notice and an opportunity to cure.
8.3 Post-Termination
Upon termination, Customer shall pay any outstanding fees and may request data retrieval for up to 60 days.
8.4 Change of Ownership / Assignment Due to Sale
If Customer undergoes a merger, acquisition, asset sale, or change of control, this Agreement will automatically transfer to and bind the new ownership entity, provided that all outstanding fees are paid and the acquiring party agrees to assume all terms of this Agreement in writing. Either Party may request updated contact or billing information to reflect the new ownership. Clarity LTC reserves the right to terminate the Agreement if the acquiring entity is a direct competitor or presents a reasonable security or compliance risk.
9. General Terms
9.1 Assignment
Neither Party may assign this Agreement without the other's prior written consent, except in connection with a merger or sale of substantially all assets.
9.2 Governing Law
This Agreement is governed by the laws of the State of Missouri. Any legal action shall be brought in Missouri courts.
9.3 Force Majeure
Neither Party is liable for delays due to causes beyond its reasonable control.
9.4 Entire Agreement
This Agreement, including any Order Forms, is the entire agreement between the Parties and supersedes prior agreements.
9.5 Modifications
Any changes to this Agreement must be in writing and signed by both Parties.
9.6 Notices
All legal notices shall be sent in writing to the addresses specified in the Order Form or otherwise designated in writing.
Contact Information
Clarity LTC, LLC
1001 NW Vesper, Blue Springs, MO 64015
support@clarity-ltc.com
(913) 412-3004
By using the Clarity LTC Services, Customer acknowledges and agrees to the terms above.