Terms of service

Claire — Terms of Service

Effective Date: April 21, 2026  |  

These Terms of Service (the "Terms") form a binding agreement between Claire Health, Inc., an Ontario corporation ("Claire," "we," "us," or "our"), and the individual or organization that registers for, accesses, or uses the Claire platform ("Customer," "you," or "your"). By creating an account, clicking "I Agree," or otherwise accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of a practice, clinic, or other entity, you represent that you have authority to bind that entity to these Terms.

IMPORTANT: Claire is a clinical documentation and workflow tool for use by licensed healthcare professionals. It is not a medical device, does not render a diagnosis, and does not replace independent clinical judgment. You are solely responsible for the accuracy, completeness, and appropriateness of all clinical documentation, orders, referrals, and patient communications generated with the assistance of Claire. See Section 9 (Clinical Responsibility) for details.

1. Definitions

Capitalized terms used in these Terms have the meanings set forth below or elsewhere in this document.

  • Services means the Claire platform, including the AI-assisted clinical documentation, pre-visit preparation, post-visit order and referral management, and inbox-triage features, together with any associated web application, mobile application, APIs, and documentation.

  • Customer Data means all data, content, audio recordings, transcripts, clinical notes, and other information that Customer or its Authorized Users submit to, generate through, or store within the Services, including any Protected Health Information (PHI).

  • Authorized User means an individual clinician, clinical support staff member, or administrative user whom Customer has authorized to access the Services under Customer's account.

  • Protected Health Information (PHI) has the meaning set forth in 45 C.F.R. § 160.103 under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA"). "Personal Health Information" under Ontario's Personal Health Information Protection Act, 2004 ("PHIPA") and "personal information" under the Personal Information Protection and Electronic Documents Act ("PIPEDA") are treated with equivalent safeguards.

  • BAA means the Business Associate Agreement executed between Claire and Customer, which governs Claire's creation, receipt, maintenance, and transmission of PHI on Customer's behalf.

  • Order Form means any ordering document, online signup flow, or subscription page through which Customer purchases access to the Services.

  • Subscription Term means the period during which Customer is authorized to access and use the Services, as set forth in the applicable Order Form.

2. Account Registration and Eligibility

To use the Services, you must register for an account and provide accurate, current, and complete information, including your full legal name, medical license or professional credential (where applicable), practice address, and email. You are responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account. You agree to notify us immediately at accounts@clairemed.ai of any unauthorized use of your account.

You represent and warrant that you (i) are at least 18 years old; (ii) if using the Services to document patient encounters, hold a valid, unrestricted license to practice medicine or another regulated health profession in the jurisdiction(s) in which you provide care; and (iii) have the authority to execute these Terms and any associated BAA on behalf of your practice entity.

3. License Grant and Restrictions

3.1 License to Customer

Subject to these Terms and Customer's timely payment of all fees, Claire grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services solely for Customer's internal clinical and practice-management purposes.

3.2 Restrictions

Customer and its Authorized Users shall not, and shall not permit any third party to:

  • reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or the underlying structure, ideas, or algorithms of the Services;

  • modify, translate, or create derivative works based on the Services;

  • rent, lease, loan, sell, sublicense, or otherwise commercially exploit the Services to any third party, including by offering the Services as a service bureau or outsourcing offering;

  • remove or obscure any proprietary notices or labels displayed in or on the Services;

  • use the Services to build a competing product or service, or to benchmark the Services for any public or comparative purpose;

  • use the Services in violation of any applicable law, including HIPAA, PHIPA, PIPEDA, state medical-practice laws, or professional licensing requirements; or

  • circumvent any access controls or usage limitations (including rate limits) imposed by Claire.

4. Fees, Billing, and Taxes

Customer shall pay the fees set forth in the applicable Order Form. Unless otherwise stated, fees are quoted in U.S. or Canadian dollars (where applicable) and are due monthly in advance for monthly subscriptions or annually in advance for annual subscriptions. Except as expressly stated in these Terms, all fees are non-refundable.

Claire may increase fees upon renewal by providing at least thirty (30) days' prior notice. If Customer does not pay when due, Claire may, in addition to other remedies, suspend access to the Services until payment is received. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

Customer is responsible for all taxes, duties, and other governmental charges (other than taxes based on Claire's net income) associated with its purchase and use of the Services.

5. Customer Data and Protected Health Information

5.1 Ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Data, including any PHI contained therein. Customer hereby grants Claire a worldwide, royalty-free, non-exclusive license to host, process, transmit, reproduce, and display Customer Data solely as necessary to provide, maintain, secure, and improve the Services in accordance with these Terms, the BAA, and the Claire Privacy Policy.

5.2 BAA and HIPAA

To the extent Claire creates, receives, maintains, or transmits PHI on behalf of Customer, Claire acts as a "business associate" and Customer acts as a "covered entity" or "business associate" (as applicable) under HIPAA. The BAA is hereby incorporated by reference into these Terms. In the event of a conflict between these Terms and the BAA with respect to PHI, the BAA controls.

5.3 Canadian Health Information

For Customer Data that includes personal health information subject to PHIPA or personal information subject to PIPEDA, Claire acts as an "agent" (within the meaning of PHIPA) or a "service provider" (within the meaning of PIPEDA) of the Customer, as applicable. Claire shall handle such data in accordance with the Privacy Policy, the BAA (which is structured to satisfy equivalent obligations under PHIPA and PIPEDA), and any written data-handling addendum executed between the parties. Customers in Canada may request a PHIPA/PIPEDA addendum at accounts@clairemed.ai.

5.4 Training and AI Improvements

Claire does not use Customer Data containing PHI or personal health information to train its foundation models or any generally applicable machine-learning models. Claire may use de-identified data (in conformance with 45 C.F.R. § 164.514(b) and PHIPA § 47) and aggregated performance data solely to improve the Services, and such de-identified or aggregated data is not Customer Data for purposes of these Terms.

5.5 Retention and Deletion

Audio recordings captured during patient encounters are transcribed and deleted once the resulting clinical documentation is generated and quality-checked. Transcripts, clinical notes, orders, and other clinical outputs are retained for the duration of the Subscription Term plus the retention period selected by Customer in the Services (which may range from immediate deletion to the period required by applicable medical record retention laws, whichever is longer). Customer may export or request deletion of Customer Data at any time through the Services or by contacting accounts@clairemed.ai.

6. Claire Intellectual Property

Claire and its licensors own all right, title, and interest in and to the Services and all related intellectual property rights, including all software, models, user interfaces, templates, specialty-specific protocols, and any improvements, enhancements, updates, or modifications thereto (whether or not developed based on Customer feedback or in connection with professional services). Except for the limited license expressly granted in Section 3.1, no rights are granted to Customer in the Services by implication, estoppel, or otherwise.

Customer may from time to time provide Claire with suggestions, comments, or feedback regarding the Services ("Feedback"). Claire shall have a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate Feedback into its products and services for any purpose.

7. Confidentiality

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of these Terms; (ii) was known to the Receiving Party prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party will use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information (and in no event less than reasonable care). PHI and personal health information are governed by Section 5 and the BAA, not by this Section 7.

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each party represents and warrants that (i) it has the legal authority to enter into these Terms; and (ii) its performance hereunder will comply with applicable laws.

8.2 Service Warranty

Claire warrants that during the Subscription Term the Services will perform materially in accordance with the then-current documentation. Customer's sole and exclusive remedy, and Claire's sole liability, for breach of this warranty is that Claire will use commercially reasonable efforts to correct the non-conformity. If Claire is unable to do so within thirty (30) days of notice, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CLAIRE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CLAIRE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT OUTPUTS GENERATED BY AI COMPONENTS OF THE SERVICES WILL BE FREE FROM HALLUCINATIONS, OMISSIONS, OR INACCURACIES.

9. Clinical Responsibility

The Services assist clinicians with documentation and workflow but do not practice medicine. Customer and its Authorized Users are solely responsible for:

  • reviewing, editing, and approving every clinical note, order, referral, coding suggestion, and patient message generated with assistance from the Services before it is finalized, transmitted, or signed;

  • exercising independent clinical judgment in all diagnostic, treatment, and care-coordination decisions; and

  • complying with all applicable medical-practice laws, professional licensing requirements, consent requirements, and medical record standards in the jurisdictions in which care is provided.

Customer shall obtain all consents or authorizations required by applicable law from patients or their legal representatives before recording or processing patient encounters using the Services, including any consent required under state wiretapping or two-party recording laws, PHIPA, or PIPEDA.

10. Indemnification

10.1 By Claire

Claire will defend Customer from any third-party claim alleging that the Services, as provided by Claire and used within the scope of these Terms, infringe a valid U.S. patent, copyright, or trade secret, and will pay any damages finally awarded against Customer or agreed to by Claire in settlement. If the Services become, or in Claire's opinion are likely to become, the subject of an infringement claim, Claire may, at its option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify or replace the Services to be non-infringing; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected subscription and refund a pro-rata portion of prepaid, unused fees.

10.2 By Customer

Customer will defend Claire from any third-party claim arising out of or relating to (i) Customer's or its Authorized Users' violation of applicable law in connection with the Services, including any failure to obtain required patient consents; (ii) Customer's clinical decisions, including any diagnosis, treatment, prescription, or referral; or (iii) Customer's breach of Section 3.2 (Restrictions) or Section 9 (Clinical Responsibility), and will pay any damages finally awarded against Claire or agreed to by Customer in settlement.

10.3 Procedure

The indemnified party will promptly notify the indemnifying party of any claim, give the indemnifying party sole control of the defense and settlement (provided any settlement requiring an admission of liability or payment by the indemnified party requires its prior written consent, not to be unreasonably withheld), and reasonably cooperate with the indemnifying party.

11. Limitation of Liability

EXCEPT FOR (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (B) CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4, (C) A BREACH OF SECTION 3.2 (RESTRICTIONS) OR SECTION 7 (CONFIDENTIALITY), OR (D) CLAIRE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT:

  • NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND

  • EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO CLAIRE FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The foregoing limitations apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and survive any failure of essential purpose of any limited remedy.

12. Term and Termination

12.1 Term

These Terms commence on the earlier of the Effective Date or Customer's first access to the Services and continue for the duration of the Subscription Term set forth in the applicable Order Form, plus any renewal terms. Monthly subscriptions renew automatically each month; annual subscriptions renew automatically for successive one-year terms unless either party provides notice of non-renewal at least thirty (30) days before the end of the then-current term.

12.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party (i) materially breaches these Terms or the BAA and fails to cure within thirty (30) days of receipt of notice describing the breach; or (ii) becomes insolvent, files for bankruptcy, or ceases to do business.

12.3 Effect of Termination

Upon termination, Customer's right to access and use the Services ceases. Claire will, for a period of thirty (30) days after termination, make Customer Data available for export in a commercially reasonable format, and will thereafter delete Customer Data in accordance with the BAA. Sections that by their nature should survive (including Sections 5.1, 5.4, 6, 7, 10, 11, 12.3, 13, and 14) will survive termination.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any action not subject to the arbitration provisions below.

Any dispute, claim, or controversy arising out of or relating to these Terms, except for a claim for injunctive relief to protect intellectual property or confidential information, will be resolved by final and binding arbitration administered in Ontario, Canada. Judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys' fees, except as otherwise awarded by the arbitrator. CUSTOMER AND CLAIRE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

14. Miscellaneous

14.1 Modifications

Claire may modify these Terms from time to time by posting an updated version and, for material changes, providing at least thirty (30) days' notice to Customer via email or in-product notice. Continued use of the Services after the effective date of the updated Terms constitutes acceptance. Modifications to the BAA require the parties' mutual written agreement.

14.2 Notices

Notices to Claire must be sent to accounts@clairemed.ai or to Claire Med dba Fawkes Biodata Inc. — 183 Dovercourt Rd. Toronto, ON. M6J 3C1 with a copy to Claire's Chief Legal Officer. Notices to Customer may be sent to the email address on file in Customer's account.

14.3 Assignment

Neither party may assign these Terms without the other's prior written consent, except that either party may assign these Terms to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, upon written notice. Any attempted assignment in violation of this Section is void.

14.4 Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, labor disputes, power failures, cyberattacks on third-party infrastructure, or government actions.

14.5 Entire Agreement

These Terms, together with the applicable Order Form, the BAA, and the Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, or representations. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

14.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.