Terms of
Service

1. Eligibility and Authorized Use

The OnKlinic platform is intended solely for use by licensed healthcare professionals, clinical directors, supervisors, and authorized administrative staff operating within a licensed healthcare clinic. By using the Services, you represent and warrant that:

• You are a licensed healthcare professional or authorized clinic staff member.
• You are using the Services on behalf of a clinic that has executed a valid BAA with OnKlinic.
• Your use of the Services complies with all applicable federal and state laws and regulations, including HIPAA.
• You are at least 18 years of age.

2. Your Use of the Platform

You agree to use the Services only for their intended clinical and administrative purposes and in compliance with these Terms and all applicable laws. You agree not to:

• Attempt to gain unauthorized access to any portion of the platform, its systems, or any other user's account.
• Use the Services to transmit unauthorized, unsolicited communications or any content that violates applicable law.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the platform.
• Use automated tools, bots, or scripts to access or interact with the Services in a manner not expressly permitted by OnKlinic.
• Use the Services in any manner that could damage, disable, overburden, or impair OnKlinic's infrastructure.
• Upload or transmit any content containing viruses, malware, or other harmful code.
• Share your login credentials with any third party or allow any unauthorized user to access the platform through your account.

3. Accounts and Access

Access to the Services is provisioned at the clinic level. Each clinic administrator (Practice Manager) is responsible for managing user accounts, assigning roles, and maintaining the security of credentials within their organization.

You are responsible for all activity that occurs under your account. You agree to notify OnKlinic immediately at support@onklinic.com if you become aware of any unauthorized use of your credentials or any other security incident.

OnKlinic reserves the right to suspend or terminate any account that is found to be in violation of these Terms or that poses a risk to the security or integrity of the platform.

4. Clinical Documentation and AI-Generated Content

OnKlinic provides AI-assisted tools to support the creation of clinical documentation, including progress notes, treatment plans, assessments, and care coordination records. You acknowledge and agree that:

• All AI-generated content is for drafting support only and may be incomplete, inaccurate, or require clinical judgment to complete appropriately.
• Licensed healthcare professionals must independently review, verify, and approve all clinical documentation before it is used, signed, submitted, or relied upon for any clinical or administrative purpose.
• OnKlinic does not practice medicine, provide clinical advice, or make clinical decisions. The platform is a documentation and workflow tool only.
• You bear sole professional and legal responsibility for the accuracy and appropriateness of all clinical documentation generated or approved through your account.

Important: OnKlinic does not use user conversations, protected health information (PHI), or personal data to train or improve its AI models. All AI processing is subject to the data protections described in our Privacy Policy and Business Associate Agreement.

5. Protected Health Information and HIPAA

You acknowledge that OnKlinic operates as a HIPAA Business Associate with respect to any electronic Protected Health Information (ePHI) processed through the platform. All ePHI is handled in accordance with the applicable BAA executed between OnKlinic and your clinic.

You agree to use the platform only in a manner consistent with your clinic's HIPAA obligations as a Covered Entity, including obtaining valid patient authorizations, maintaining minimum necessary access standards, and reporting any suspected breaches to OnKlinic promptly.

6. Intellectual Property

OnKlinic and its licensors retain all right, title, and interest in and to the Services, including all software, content, features, design elements, trademarks, and proprietary technology. Nothing in these Terms grants you any ownership rights in the platform or its underlying technology.

You retain ownership of any clinical documentation and data you create through the platform. By using the Services, you grant OnKlinic a limited, non-exclusive license to process, store, and transmit your content solely as necessary to provide the Services and in accordance with the BAA and Privacy Policy.

7. Fees and Payment

Access to the Services is subject to subscription fees as described on the OnKlinic pricing page or in your clinic's service agreement. Fees are billed in advance on a monthly or annual basis, depending on your selected plan. All fees are non-refundable except as expressly stated in the applicable service agreement or as required by applicable law.

OnKlinic reserves the right to modify pricing with reasonable advance notice to active subscribers. Continued use of the Services after a price change takes effect constitutes acceptance of the updated pricing.

8. Term and Termination

These Terms remain in effect for as long as you access or use the Services. Either party may terminate access to the Services at any time, subject to any notice requirements in the applicable service agreement.

OnKlinic may suspend or terminate your access immediately and without notice if we determine that you have violated these Terms, engaged in fraudulent or harmful conduct, or pose a risk to the security of the platform or other users.

Upon termination, your right to access the Services ceases immediately. Provisions of these Terms that by their nature should survive termination — including ownership, disclaimers, limitations of liability, and dispute resolution — shall survive.

9. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ONKLINIC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

ONKLINIC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR CLINICAL APPROPRIATENESS OF ANY AI-GENERATED CONTENT PRODUCED THROUGH THE PLATFORM.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONKLINIC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE, OR CLINICAL HARM, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF ONKLINIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL ONKLINIC'S TOTAL CUMULATIVE LIABILITY TO YOU EXCEED THE FEES PAID BY YOUR CLINIC TO ONKLINIC IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless OnKlinic and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or regulation; (c) your clinical documentation or the care decisions made in connection therewith; or (d) any breach of your representations or warranties under these Terms.

12. Governing Law and Dispute Resolution

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 provisions. Any dispute arising under or related to these Terms shall be resolved exclusively through binding arbitration administered under the rules of the American Arbitration Association (AAA) in Miami-Dade County, Florida, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

13. Changes to These Terms

OnKlinic reserves the right to update these Terms at any time. When we make material changes, we will notify active users through the platform or by email at least 14 days before the changes take effect. Your continued use of the Services after the effective date of any update constitutes your acceptance of the revised Terms.

14. Contact

For questions regarding these Terms, please contact:

legal@onklinic.com

OnKlinic LLC, Attn: Legal
280 Westward Dr, Miami Springs FL 33166