Terms of Service

1. Agreement and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you and ClarioScope AI, Inc. ("ClarioScope AI," "we," "us," or "our"), a Florida corporation. By creating an account, purchasing a service plan, or using any ClarioScope AI product or service (collectively, the "Services"), you ("Client," "you," or "your") agree to be bound by these Terms in their entirety.

Age requirement: You represent that you are at least 18 years of age and have the legal capacity to enter into a binding contract. If you are agreeing to these Terms on behalf of a healthcare practice, clinic, or other organization, you represent and warrant that you are an authorized representative with authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use the Services. Your continued use of the Services after the effective date of any updates constitutes your acceptance of the modified Terms.

2. Services

2.1 Service Tiers

ClarioScope AI offers the following subscription tiers. The specific features, deliverables, and pricing for each tier are detailed on our Pricing page and in your service agreement.

2.2 Service Modifications

We reserve the right to modify, add, or discontinue features within the Services at any time. For material changes that reduce functionality in your current plan, we will provide at least thirty (30) days prior written notice. You may elect to terminate your subscription within that notice period without early termination fees if the modification materially diminishes the value of the Services.

2.3 Beta Features

We may make beta or preview features available. Beta features are provided "as-is" without warranty, are not subject to our standard service level commitments, and may be discontinued at any time with or without notice. Your use of beta features is at your own risk.

3. Client Obligations

To receive the full benefit of the Services and ensure compliance with applicable laws, you agree to the following obligations:

• Accurate information: You shall provide accurate, current, and complete information about your practice, including credentials, specialty, geographic service area, and patient demographics, and promptly update this information if it changes.
• Regulatory compliance: You remain solely responsible for compliance with all laws, regulations, and professional standards applicable to your healthcare practice, including state medical board rules, HIPAA, FTC guidelines, and state advertising laws. ClarioScope AI's services are tools to support your operations, not a substitute for your compliance obligations.
• Content approval: You shall review and approve all content (blog posts, ad copy, social media, AI scripts) prepared by ClarioScope AI within forty-eight (48) hours of delivery, or such content will be deemed approved. You are responsible for the accuracy and legal compliance of all approved content.
• Platform access credentials: You shall provide ClarioScope AI with necessary access credentials (e.g., Google Business Profile, website CMS, ad accounts) to deliver agreed services. You are responsible for ensuring the security of shared credentials and revoking access upon termination.
• Authorized representative: The individual who accepts these Terms represents that they are a duly authorized representative of the practice with authority to bind the practice to these Terms and to execute a BAA if applicable services are used.

4. Healthcare Marketing Compliance

• FTC endorsement rules (16 C.F.R. Part 255): All testimonials and endorsements in your marketing materials must represent the honest opinions of patients who provided consent. Material connections (e.g., free services, compensation) must be disclosed. We will not publish testimonials that violate FTC guidelines.
• Testimonial substantiation: Patient testimonials may only make claims that are typical of the results a patient can expect. Where testimonials describe results that are not typical, a clear and conspicuous disclaimer is required (e.g., "Results may vary").
• Outcome claim requirements: Any specific outcome or success rate claims (e.g., "95% of patients report improved outcomes") must be supported by documented evidence. ClarioScope AI will request supporting documentation before including such claims in marketing materials.
• AI Receptionist script approval: All AI Receptionist call scripts, including appointment scheduling prompts, insurance verification language, and any clinical screening questions, must be reviewed and approved by you prior to deployment. You represent that approved scripts comply with applicable state medical board and telehealth regulations.
• Before/after photo consent: Before-and-after photographs used in any marketing material must be accompanied by signed patient consent authorizing the specific use. You are responsible for obtaining, maintaining, and producing such consent records upon request. ClarioScope AI will not publish before-and-after photographs without receiving your written confirmation that consent has been obtained.

5. Intellectual Property

5.1 Client Content

You retain all right, title, and interest in and to content you provide to ClarioScope AI, including practice information, logos, photos, videos, and testimonials ("Client Content"). You grant ClarioScope AI a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and distribute Client Content solely as necessary to provide the Services.

5.2 ClarioScope AI Platform and Methodology

ClarioScope AI owns all right, title, and interest in and to the platform, software, technology, diagnostic frameworks, growth methodologies, templates, algorithms, AI models, trade secrets, and all related intellectual property (collectively, "ClarioScope AI IP"). You receive a limited, non-exclusive, non-transferable license to use the platform solely for your internal practice operations during the subscription term. You shall not copy, reverse engineer, decompile, or create derivative works from ClarioScope AI IP.

5.3 Campaign Data — Shared Ownership

Campaign performance data (ad spend analytics, keyword rankings, conversion rates, engagement metrics) is jointly owned by you and ClarioScope AI. ClarioScope AI may use anonymized, aggregated campaign data to develop industry benchmarks and improve the platform, provided that no individually identifying information about your practice or patients is disclosed. You may export your campaign data at any time from the portal, and we will provide a complete data export within thirty (30) days of service termination.

6. Payment Terms

• Billing cycle: Subscription fees are billed monthly in advance on the same calendar day each month, processed via Stripe. Annual payment options may be available at a discount where offered on the Pricing page.
• Late payment: Amounts not paid within fifteen (15) days of the due date accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend Services after thirty (30) days of non-payment following notice.
• Suspension for non-payment: After thirty (30) days of overdue payment, we may suspend your account with notice. Suspended accounts may be reinstated upon payment of all outstanding amounts plus applicable late fees.
• Setup fees: One-time setup and onboarding fees, where applicable, are non-refundable once onboarding has commenced.
• Cancellation pro-ration: Monthly subscription fees are pro-rated upon cancellation. You will receive a credit for unused days remaining in your current billing period, applied to your final invoice.
• Taxes: All fees are exclusive of applicable taxes. You are responsible for all taxes, duties, and levies arising from your use of the Services, except for taxes on ClarioScope AI's net income.

7. Term and Termination

7.1 Initial Term

The initial term of your subscription begins on the date your account is activated and continues for the period specified in your service agreement (typically month-to-month for Intelligence, and three or twelve months for Growth Engine, Full Command, and Command Max tiers, as selected at signup).

7.2 Cancellation

Either party may cancel the subscription at the end of any billing period by providing at least thirty (30) days written notice via email to support@clarioscope.ai or through the cancellation workflow in your account settings.

7.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within ten (10) business days of written notice; (b) the other party becomes insolvent or files for bankruptcy; or (c) the other party violates applicable HIPAA requirements in connection with the Services. ClarioScope AI may also terminate immediately if your use of the Services endangers the security or integrity of our platform or violates applicable laws.

7.4 Effect of Termination

Upon termination or expiration: (a) your access to the platform will be deactivated; (b) all authorized sub-users' accounts will be deactivated; (c) ClarioScope AI will make your data available for export for thirty (30) days following termination, after which it will be deleted in accordance with our data retention policy; and (d) you must cease using all ClarioScope AI trademarks, branding, and proprietary materials. All payment obligations incurred prior to termination survive.

8. Limitation of Liability

9. Indemnification

You agree to defend, indemnify, and hold harmless ClarioScope AI and its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

1. Any Client Content you provide, including any claim that such content infringes the intellectual property rights, privacy rights, or other rights of any third party, or contains false, misleading, or illegal statements;
2. Your violation of any applicable law, regulation, or professional standard, including healthcare advertising laws, HIPAA, FTC endorsement guidelines, or state medical board rules; and
3. Your unauthorized use of the Services, including sharing access credentials with unauthorized individuals or using the Services for purposes not permitted under these Terms.

ClarioScope AI reserves the right to assume exclusive control of the defense of any claim for which indemnification is sought, at your expense. You agree to cooperate with our reasonable requests in connection with such defense.

10. Confidentiality

Each party ("Receiving Party") agrees to hold the other party's ("Disclosing Party") Confidential Information in strict confidence and not to disclose it to any third party without the Disclosing Party's prior written consent. "Confidential Information" means all non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidentiality obligations survive termination of these Terms for a period of three (3) years. Exceptions: Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) must be disclosed by applicable law or court order, provided the Receiving Party gives prompt prior written notice to allow the Disclosing Party to seek a protective order.

11. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. The parties agree that any dispute arising out of or related to these Terms or the Services shall be resolved exclusively in Miami-Dade County, Florida.

Dispute resolution process: Before initiating any formal legal proceeding, the parties agree to first attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days. If negotiation fails, the parties agree to participate in non-binding mediation administered by a mutually agreed mediator in Miami-Dade County before proceeding to binding arbitration. Binding arbitration shall be conducted under the American Arbitration Association (AAA) Commercial Arbitration Rules, with a single arbitrator, conducted in English in Miami, Florida.

Class action waiver: YOU AND CLARIOSCOPE AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

12. Modifications

We may modify these Terms from time to time. For material changes (those that materially affect your rights or obligations), we will provide at least thirty (30) days prior written notice by email to the address associated with your account and by posting a notice on our website. For non-material changes (e.g., clarifications, corrections), changes are effective upon posting.

Your continued use of the Services following the notice period for material changes constitutes your acceptance of the modified Terms. If you do not agree to material changes, you may terminate your subscription within the notice period without penalty, and we will pro-rate any prepaid fees.

13. SMS Messaging Terms

ClarioScope AI, operated by Bralvio LLC, provides SMS ("text message") communications to patients and prospective patients of healthcare practices that subscribe to our Services. The following terms govern those SMS communications and are required by U.S. wireless carriers and the CTIA Messaging Principles & Best Practices.

13.1 Program Name

ClarioScope Patient Messaging (operated by Bralvio LLC).

13.2 Program Description

ClarioScope Patient Messaging delivers SMS communications on behalf of consenting healthcare practices to their patients and prospective patients. Message categories include: appointment confirmations, appointment reminders, missed-call text-back replies generated by the practice's AI receptionist, insurance eligibility result notifications, secure booking and rescheduling links, payment links, and conversational follow-up replies during patient inquiries. ClarioScope does not send unsolicited promotional or marketing SMS; all messages are tied to a specific patient–practice relationship initiated by the patient.

13.3 Message and Data Rates

Message and data rates may apply. Your mobile carrier may charge you for sending or receiving text messages depending on your plan. ClarioScope and the practice you are communicating with do not charge a separate fee for SMS messages. Contact your mobile carrier for details of your plan.

13.4 Message Frequency

Message frequency varies and depends on your interactions with the practice. Most recipients receive between 1 and 10 messages per month, with higher volume around the time of a scheduled appointment or an active inquiry. We do not send recurring promotional broadcasts.

13.5 Consent and Opt-In

You consent to receive SMS messages from ClarioScope and the healthcare practice you are communicating with by any of the following:

• Submitting a contact, booking, or diagnostic form on the practice's or ClarioScope's website and checking the SMS consent checkbox.
• Verbally agreeing to receive text messages when speaking with the practice's AI receptionist or staff over the phone.
• Texting any of the opt-in keywords (such as START, SUBSCRIBE, YES, BOOK, or JOIN) to the practice's ClarioScope-managed phone number.

Consent is not a condition of purchase. ClarioScope never imports third-party contact lists; we only message recipients who have directly initiated contact with the practice and provided consent through one of the methods above.

13.6 Opt-Out Instructions

You can opt out of SMS messages at any time. Reply STOP to any message from this program to unsubscribe. You can also reply STOPALL, UNSUBSCRIBE, CANCEL, END, or QUIT with the same effect. After opting out, you will receive one final confirmation message and no further SMS from this program. To resume messages after opting out, text START to the same number.

13.7 Help and Support

For help, reply HELP to any message from this program and you will receive a response with our support contact information. You may also email support@clarioscope.ai or call your healthcare practice directly. ClarioScope is operated by Bralvio LLC; for legal notices related to the messaging program, email contracts@clarioscope.ai.

13.8 Privacy

Your mobile phone number and the contents of SMS messages are handled in accordance with our Privacy Policy. Information collected through SMS is not sold, rented, or shared with third parties for marketing purposes.

13.9 Supported Carriers

The program supports the major U.S. wireless carriers, including AT&T, Verizon, T-Mobile, Sprint, US Cellular, and most regional carriers. Carriers are not liable for delayed or undelivered messages. Service availability depends on your carrier's network coverage.

13.10 Age Requirement

You must be at least 18 years old, or a legal guardian acting on behalf of a minor patient, to consent to receive SMS messages from this program.

14. Contact