Terms of Service

These Terms of Service ("Terms") constitute a legally binding contract between Complya, Inc. ("Complya," "we," "us," or "our") and the individual or entity accessing our public website at https://complya.com (the "Site") or utilizing our proprietary practice management platform, associated AI features, and technology (the "Services").

BY ACCESSING THE SITE OR UTILIZING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SITE AND SERVICES.

1. Governing Documents and Order of Precedence

For Customer organizations, your relationship with Complya is governed by a "Service Agreement" consisting of multiple integrated documents. In the event of any direct conflict or ambiguity, the following order of precedence shall apply:

1. Business Associate Agreement ("BAA"): Located at https://complya.com/baa (governs PHI and HIPAA compliance).
2. Executed Order Form: The commercial document detailing your specific subscription capacity.
3. Master Service Agreement ("MSA"): Located at https://complya.com/msa (governs the high-level legal and financial relationship).
4. Product Privacy Policy: Located at https://complya.com/privacy (governs processing of non-PHI data).
5. These Terms of Service: Located at https://complya.com/terms (governs day-to-day operational use).

By executing an Order Form or accessing the Services, Customer represents that it has read, understood, and agrees to be bound by each of the documents listed above. Customer is responsible for ensuring its Authorized Users comply with these Terms of Service as a condition of their access.

2. Platform Access and Service Capacity

2.1 License Grant

If you are accessing the Services as an Authorized User under a Customer's Master Service Agreement with Complya, your use is additionally governed by that MSA and Order Form. These Terms apply to your use to the extent not otherwise addressed by the MSA. Complya grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Complya Technology. This license is granted solely for your internal business purposes.

2.2 Service Capacity and Restrictions

Access is restricted to the specific capacity (e.g., patient volume or location count) defined in your Order Form. You shall not attempt to circumvent these capacity limits via technical "workarounds," unauthorized API access, or "pass-through" usage. Any such attempt constitutes a material breach and may result in immediate suspension without refund.

2.3 Site License (Public Visitors)

For individuals visiting the public Site, Complya grants a personal, revocable, non-exclusive, and non-assignable license to view informational content. Site content remains our proprietary property and may not be used for commercial purposes, indexing, or scraping without express written consent.

3. Account Security and Integrity

3.1 Credential Responsibility

You are solely responsible for maintaining the confidentiality of all login credentials. Complya is entitled to treat any instruction or action taken within your account as authorized by you. You must notify us immediately at support@complya.com of any unauthorized access.

3.2 Age and Eligibility

You must be at least 18 years old to create an account. By using the Services, you represent that you meet this age requirement and have the legal capacity to form a binding contract.

3.3 Business Domains

If you use an email address owned by your employer or another organization to access the Services, your account may be linked to that organization's enterprise account. In such cases, the organization's administrator may be able to monitor and control your account, including having access to data and logs. Complya is not responsible for how Customer organizations exercise administrative access to Authorized User accounts or activity data. Customers are solely responsible for complying with applicable employment, privacy, and professional licensing laws when accessing or acting upon Authorized User data.

4. Acceptable Use Policy

You shall not, and shall not permit any third party to:

• (a) Reverse Engineer: Decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Platform;
• (b) Scrape or Harvest: Use any robot, spider, or automated tool to retrieve, index, or "scrape" any portion of the Site or Services;
• (c) Competitive Conduct: Access the Services for the purpose of monitoring availability, performance, or for any other benchmarking or competitive purposes;
• (d) Malicious Use: Introduce viruses, worms, Trojan horses, or any other malicious code, or engage in DDoSing or bypassing our security measures;
• (e) Reputational Harm: Engage in conduct that poses a material and demonstrable risk of legal liability to Complya, including violation of applicable law, infringement of third-party rights, or actions that materially interfere with the functioning of the Services for other users.

5. Artificial Intelligence ("AI") Protocols

5.1 AI Output Limitations

AI Features utilize large language model technologies. You acknowledge that AI output is probabilistic and may contain inaccuracies, material omissions, or "hallucinations" even if the Output appears specific and authoritative.

5.2 Required Human Review of AI Output

HUMAN REVIEW OF ALL AI OUTPUT IS REQUIRED. All AI-generated content (including clinical notes, summaries, and treatment recommendations) must be reviewed, edited, and verified by a qualified human clinician before being finalized or included in a medical record. "Adequate human review" requires the reviewing clinician to independently verify all clinical facts, dates, diagnosis codes, CPT codes, and treatment descriptions against source records before finalizing any AI-generated output. Using AI Features to generate medical records without adequate human verification is a material breach of these Terms. Complya disclaims all liability for clinical or business decisions made in reliance on AI-generated content.

5.3 AI Processing and Data Rights

You own all data you submit to the Services ("Input") and all outputs the Services generate in response ("Output"). AI-powered features may process your Input through Complya's AI infrastructure and third-party AI subprocessors to generate Output. Complya does not use your Input or Output to develop, train, or improve AI or machine learning models.

6. Clinical and Regulatory Disclaimers

6.1 No Professional Advice

Complya provides documentation tools; we are not a healthcare provider. The Services do not provide medical advice, diagnosis, or treatment recommendations. All clinical decisions and patient care outcomes remain the sole and exclusive responsibility of the licensed professionals using the Platform.

6.2 Regulatory and Billing Compliance

Complya makes no representation that the Services will guarantee regulatory compliance (e.g., EVV or RBT supervision mandates) or insurance reimbursement. You are responsible for independently confirming the accuracy of all CPT/H-codes and billing data prior to submission.

7. Data Export and Retention

7.1 Export Format

During the Term and the 60-day Data Retention Period specified in the MSA, you may export your data. Comma Separated Values (CSV) is the exclusive format provided for data exports. Complya is not responsible for custom data conversion or supporting imports into third-party systems.

7.2 Consents and Authorizations

You represent and warrant that you have obtained all necessary patient and staff consents for the collection and processing of their data (including geolocation for visit verification) within the Services.

7.3 Analytics and Service Monitoring

To operate, secure, and improve the Services, Complya and its subprocessors collect usage analytics, performance and crash diagnostics, and session-replay recordings of in-application interactions through embedded software development kits. These tools are configured with privacy masking so that Protected Health Information is masked and not captured, are not used for advertising, and are described in Section 2.3 of the Product Privacy Policy (https://complya.com/privacy). By using the Services you acknowledge and consent to this processing as described in the Privacy Policy.

8. Intellectual Property Rights

8.1 Reservation of Rights

Complya, its Affiliates, and its licensors own all IP Rights in the Site, Services, Technology, proprietary clinical workflows, and Documentation. Your use of the Services does not grant you ownership.

8.2 Feedback License

Any feedback, ideas, or suggestions for improvement you provide grant Complya a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such ideas into our products without restriction or obligation to compensate you.

9. Disclaimer of Warranties and Limitation of Liability

9.1 Warranty Disclaimer

THE SITE, SERVICES, OUTPUTS, AND ACTIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMPLYA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SECURITY, AND NON-INFRINGEMENT.

9.2 Total Aggregate Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPLYA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SITE, OR THE SERVICES — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — SHALL BE GOVERNED EXCLUSIVELY BY THE LIABILITY PROVISIONS SET FORTH IN THE EXECUTED MASTER SERVICE AGREEMENT ("MSA") BETWEEN THE PARTIES. FOR ANY INDIVIDUAL OR ENTITY THAT HAS NOT EXECUTED AN MSA WITH COMPLYA, INCLUDING ALL PUBLIC SITE VISITORS AND UNAUTHENTICATED USERS, COMPLYA'S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED TEN DOLLARS ($10.00). THIS LIMITATION IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES; USE OF THE PUBLIC SITE BY NON-PAYING USERS IS ENTIRELY AT THEIR OWN RISK.

9.3 Exclusion of Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.

10. Governing Law and Arbitration

10.1 Pre-Arbitration Notice

If a dispute arises, the parties shall first attempt to resolve it through good-faith negotiation. You must provide a written "Initial Notice of Dispute" to support@complya.com. If the dispute is not resolved within thirty (30) days of such notice, the parties may proceed to arbitration. Any applicable limitation period shall be tolled during this 30-day negotiation period.

10.2 Governing Law and Binding Arbitration

This Agreement is governed by the laws of the State of Delaware without regard to its conflict of laws provisions. ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS IN WILMINGTON, DELAWARE. The arbitrator's decision shall be final and binding.

10.3 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING SHALL TAKE PLACE ONLY ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, AND REPRESENTATIVE PROCEEDINGS ARE EXPRESSLY PROHIBITED. YOU HEREBY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION.

10.4 Equitable Relief

You agree that a breach of Section 4 (AUP) or Section 8 (IP Rights) would cause Complya irreparable harm. Accordingly, Complya is entitled to seek injunctive relief in any court of competent jurisdiction without the requirement to post a bond or other security.

11. General Legal Provisions

11.1 Export Control and Sanctions

You represent and warrant that you and your Authorized Users are not located in a country subject to a U.S. government embargo and are not listed on any U.S. government list of prohibited or restricted parties.

11.2 Government End-Users

The Services are "commercial computer software" developed entirely at private expense. Use by the U.S. Government is restricted in accordance with FAR 12.212 and DFARS 227.7202.

11.3 Assignment and Severability

You may not assign these Terms without Complya's prior written consent. If any provision is found unenforceable, it shall be limited to the minimum extent necessary so the remainder of the Terms remain in effect.

11.4 Notices

All legal notices regarding these Terms must be delivered via email to support@complya.com. Customers operating under an executed Master Service Agreement are subject to the notice requirements set forth in the MSA, which govern and supersede this section.