Terms of Service

1. Acceptance of These Terms

These Terms of Service ("Terms") govern access to and use of the websites, software, applications, and services made available by Medlaunch Concepts LLC ("Medlaunch Concepts," "we," "us," or "our"), including the Clara AI assistant, MyPolicy, Relevance BI, Quality Core, and related healthcare quality and accreditation tools (collectively, the "Services"). By accessing or using the Services, or by accepting an order or subscription that references these Terms, the customer organization and its authorized users ("Customer," "you," or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

Where the parties have executed a separate master services agreement, subscription agreement, or order form (an "Order"), that Order governs and these Terms supplement it; in the event of a conflict, the Order controls.

2. Definitions

Capitalized terms not defined here have the meanings given in the applicable Order or, where relevant, under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA"). "Authorized User" means an individual the Customer permits to use the Services. "Customer Data" means data, content, and materials that Customer or its Authorized Users submit to or generate through the Services. "Protected Health Information" or "PHI" has the meaning given under HIPAA.

3. The Services

Medlaunch Concepts provides software that supports healthcare quality management, accreditation readiness, policy compliance, and related workflows. Features may include AI-assisted guidance and automation (including the Clara assistant), analytics and reporting, document and policy management, and survey and audit tooling. We may add, modify, or discontinue features from time to time; material changes that adversely affect a paid subscription in a significant way will be handled in accordance with the applicable Order.

4. Accounts and Access

Customer is responsible for provisioning Authorized Users, assigning roles and permissions, and maintaining the confidentiality of account credentials. Customer is responsible for all activity occurring under its accounts and for ensuring that its Authorized Users comply with these Terms. Customer will promptly notify Medlaunch Concepts of any unauthorized access or suspected security incident affecting its accounts.

5. License and Restrictions

Subject to these Terms and payment of applicable fees, Medlaunch Concepts grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for Customer’s internal business purposes during the subscription term. Customer will not, and will not permit any Authorized User or third party to: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile, or attempt to derive source code, except to the extent such restriction is prohibited by law; (c) resell, sublicense, rent, or provide the Services to third parties as a service bureau; (d) access the Services to build a competing product; (e) circumvent access controls, usage limits, or security measures; or (f) use the Services in violation of applicable law or these Terms.

6. Acceptable Use

Customer will not use the Services to: transmit unlawful, infringing, or malicious content; introduce malware or disrupt the integrity or performance of the Services; attempt to gain unauthorized access to any systems or data; or upload PHI or sensitive data except through features intended for that purpose and in accordance with the BAA described in Section 8. Medlaunch Concepts may suspend access to address a material security risk, a violation of this section, or a legal requirement, and will use reasonable efforts to notify Customer.

7. Customer Data and Ownership

As between the parties, Customer retains all rights, title, and interest in and to Customer Data. Customer grants Medlaunch Concepts a limited license to host, process, and use Customer Data solely to provide, secure, support, and improve the Services and as otherwise permitted in these Terms, the Privacy Policy, and any applicable Data Processing Agreement or BAA. Customer is responsible for the accuracy and lawfulness of Customer Data and for having the necessary rights and consents to submit it.

8. Protected Health Information and HIPAA

To the extent Medlaunch Concepts creates, receives, maintains, or transmits PHI on Customer’s behalf, Medlaunch Concepts acts as a Business Associate, and the parties will enter into a Business Associate Agreement ("BAA"). The BAA governs the permitted uses and disclosures of PHI and the parties’ respective obligations with respect to PHI, and controls over these Terms with respect to PHI. Customer will not submit PHI to features not intended to process it, and will configure available data-access and privacy controls consistent with its own compliance obligations.

9. Data Processing and Privacy

Medlaunch Concepts’ handling of personal information is described in its Privacy Policy. Where Medlaunch Concepts processes personal information on Customer’s behalf as a processor, a Data Processing Agreement ("DPA") may apply. The Privacy Policy and, where applicable, the DPA are incorporated into these Terms by reference.

10. AI-Assisted Features

Certain features, including the Clara assistant, use artificial intelligence to generate suggestions, summaries, analyses, drafts, and automations. AI output may be incomplete, inaccurate, or not suitable for a particular purpose, and is provided to assist — not replace — the professional judgment of qualified personnel. Customer is responsible for reviewing AI-assisted output before relying on or acting upon it. Customer may control the scope of AI actions and data access through the settings Medlaunch Concepts provides.

11. No Professional, Accreditation, Legal, or Medical Advice

The Services support compliance and quality workflows but do not constitute professional, accreditation, legal, regulatory, or medical advice, and do not guarantee any accreditation outcome, survey result, regulatory finding, or compliance status. Standards, regulations, and accreditation requirements change and may be interpreted differently by accrediting bodies and regulators. Customer remains solely responsible for its compliance decisions and for verifying that its practices meet applicable requirements.

12. Fees and Payment

Fees, billing frequency, and payment terms are set out in the applicable Order. Unless the Order states otherwise, fees are non-refundable, are exclusive of taxes, and are due as invoiced. Non-payment may result in suspension or termination in accordance with the Order.

13. Confidentiality

Each party may receive confidential information of the other. The receiving party will use the disclosing party’s confidential information only to perform under these Terms, will protect it using at least reasonable care, and will not disclose it except to personnel and advisors who need it and are bound by comparable obligations. This section does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law (subject to reasonable notice where permitted).

14. Intellectual Property

The Services, including all software, models, content, and documentation, and all related intellectual property rights, are and remain the property of Medlaunch Concepts and its licensors. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer. Customer may provide feedback, and Medlaunch Concepts may use feedback to improve the Services without obligation.

15. Service Availability and Support

Medlaunch Concepts will use commercially reasonable efforts to make the Services available, and will provide support, as described in the applicable Order or published support policy. The Services may be temporarily unavailable for maintenance, updates, or circumstances beyond our reasonable control. Any specific availability commitments are stated in the Order.

16. Warranties and Disclaimers

Except as expressly stated in an Order, the Services are provided "as is" and "as available," and Medlaunch Concepts disclaims all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Medlaunch Concepts does not warrant that the Services will be uninterrupted, error-free, or that AI-assisted output will be accurate or complete.

17. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to the Services or these Terms. Except for liability that cannot be limited under applicable law, each party’s total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by Customer for the Services in the twelve months preceding the event giving rise to the claim. Nothing in this section limits either party’s obligations under the BAA to the extent HIPAA requires otherwise.

18. Indemnification

Customer will defend and indemnify Medlaunch Concepts against third-party claims arising from Customer Data, Customer’s use of the Services in violation of these Terms or applicable law, or Customer’s breach of its representations. Medlaunch Concepts will defend and indemnify Customer against third-party claims that the Services, as provided and used in accordance with these Terms, infringe a third party’s intellectual property rights, subject to the limitations and procedures customary for such indemnities and any set out in the Order.

19. Term and Termination

These Terms apply for the duration of Customer’s subscription or use of the Services. Either party may terminate for the other’s material breach that remains uncured after written notice and a reasonable cure period, and as otherwise provided in the Order. Upon termination, Customer’s right to access the Services ends, and Medlaunch Concepts will make Customer Data available for export for a limited period and thereafter delete or de-identify it in the ordinary course, except as required to retain it by law. Return or destruction of PHI is governed by the BAA. Sections that by their nature should survive termination (including confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and governing law) survive.

20. Changes to These Terms

Medlaunch Concepts may update these Terms from time to time. For material changes, we will provide reasonable notice through the Services or by other appropriate means. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms; where an Order governs, changes apply in accordance with that Order.

21. Governing Law and Disputes

These Terms are governed by the laws of the State identified in the Order (or, absent an Order, the state in which Medlaunch Concepts is organized), without regard to conflict-of-laws principles. The parties will attempt in good faith to resolve disputes informally before pursuing formal proceedings, and disputes will be subject to the venue and dispute-resolution provisions of the Order.

22. General Provisions

These Terms, together with the applicable Order, Privacy Policy, DPA, and BAA, constitute the entire agreement between the parties regarding the Services and supersede prior agreements on that subject. Customer may not assign these Terms without Medlaunch Concepts’ consent, except to a successor in connection with a merger or sale of substantially all assets. If any provision is held unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. Neither party is liable for delays or failures caused by events beyond its reasonable control.

23. Contact

Questions about these Terms may be directed to Medlaunch Concepts using the contact information published by Medlaunch Concepts, attention: Cybersecurity/Cloud Lead.