Terms of Service
1. Acceptance of Terms
By accessing or using cliproof.com (the "Site"), you ("you", "user") agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. If you do not agree, do not use the Site.
If you are accessing the Site on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
2. Who We Are
The Site is operated by CliProof LLC, a Florida limited liability company (Florida Document Number L26000250809), with a mailing address of 1200 Brickell Avenue, Suite 1950, Miami, FL 33131 ("CliProof", "we", "us").
3. The Site Is Informational
The Site provides general information about CliProof's products and services. Nothing on the Site constitutes:
- An offer to sell or license the CliProof platform
- A binding commitment to deliver any specific feature, performance, or service level
- Legal, regulatory, medical, clinical, or financial advice
- A representation that the CliProof platform is suitable for any specific use without an executed customer agreement
Pricing, feature lists, and product descriptions on the Site are provided for general informational purposes and may change without notice. The terms of any actual customer engagement are set out in the executed MSA and applicable order forms.
4. Acceptable Use of the Site
You agree to use the Site only for lawful purposes and in a manner that does not infringe the rights of, restrict, or inhibit anyone else's use and enjoyment of the Site.
You shall not:
- Attempt unauthorized access to any portion of the Site, its hosting infrastructure, or related systems
- Probe, scan, or test the vulnerability of the Site or any associated system without prior written authorization from CliProof
- Interfere with or disrupt the Site's operation, including via denial-of-service or excessive automated traffic
- Use automated means (scrapers, bots, crawlers) to extract content from the Site beyond what robots.txt and standard search-engine indexing permit
- Misrepresent your identity or affiliation when contacting us
- Submit false, misleading, or fraudulent information through any form on the Site
- Use the Site or its content to develop a competing product or service through systematic copying
- Use the Site in any manner that violates applicable law
5. Intellectual Property
5.1 CliProof's Rights
All content on the Site — including text, graphics, logos, images, illustrations, software, and the underlying compilation — is the property of CliProof or its licensors and is protected by copyright, trademark, and other intellectual property laws.
The marks "CliProof", the CliProof logo, and "CliProof IQ Score" are trademarks of CliProof LLC. Use of these marks without prior written permission is prohibited, except for nominative fair use (e.g., factually referring to CliProof in news, analysis, or comparison content).
5.2 Limited License
CliProof grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your personal or business informational purposes, subject to these Terms. This license does not grant you any right to:
- Reproduce, modify, distribute, or publicly display Site content beyond what is necessary for personal or internal business reference
- Create derivative works based on Site content
- Reverse-engineer, decompile, or disassemble any Site component
- Remove or alter any proprietary notices
5.3 Feedback
If you submit feedback, suggestions, or ideas about CliProof or its products, you grant CliProof a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without obligation to you, except as required by applicable law.
6. Information You Submit
When you contact us, request a demo, sign up for updates, or otherwise submit information through the Site:
- You represent that the information is accurate and that you have the right to submit it
- You agree that CliProof may use the information as described in our Privacy Policy
- You acknowledge that the Site is not intended to receive Protected Health Information (PHI), and you agree not to submit PHI through the Site
If you inadvertently submit PHI through the Site, contact us at team@cliproof.com so we can handle it appropriately under our HIPAA Privacy and Security Policy.
7. Third-Party Links and Services
The Site may contain links to third-party websites or reference third-party services. CliProof does not control these third parties, does not endorse their content, and is not responsible for their availability, accuracy, or practices. Your use of any third-party site or service is subject to that party's terms and policies.
8. Disclaimers
THE SITE AND ITS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.
CLIPROOF DOES NOT WARRANT THAT:
- THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
- DEFECTS WILL BE CORRECTED
- THE SITE OR ITS HOSTING INFRASTRUCTURE IS FREE OF VIRUSES OR HARMFUL COMPONENTS
- INFORMATION ON THE SITE IS COMPLETE, ACCURATE, OR CURRENT
NOTHING IN THE SITE CONSTITUTES PROFESSIONAL ADVICE OF ANY KIND. YOU ARE RESPONSIBLE FOR YOUR OWN DECISIONS BASED ON INFORMATION FROM THE SITE.
The disclaimers in this Section apply to the maximum extent permitted by applicable law.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLIPROOF AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF CLIPROOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CLIPROOF'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
These limitations apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations; in such jurisdictions, CliProof's liability is limited to the maximum extent permitted by law.
10. Indemnification
You agree to indemnify, defend, and hold harmless CliProof and its officers, directors, members, employees, contractors, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Your violation of these Terms
- Your violation of applicable law
- Your violation of any third party's rights
- Information you submit through the Site
11. Termination
CliProof may suspend or terminate your access to the Site at any time, with or without notice, for any reason, including suspected violation of these Terms. Sections that by their nature should survive termination (including Sections 5, 6, 7, 8, 9, 10, 12, 13, and 14) survive.
12. Governing Law and Jurisdiction
These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute arising out of or related to these Terms or your use of the Site shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and you consent to the personal jurisdiction of those courts.
If you are a U.S. federal, state, or local government entity, this Section does not apply to the extent prohibited by applicable law, and the dispute shall be governed by U.S. federal law to the extent applicable.
13. Changes to These Terms
CliProof may revise these Terms at any time by posting an updated version on the Site. The "Last Updated" date will reflect the change. Your continued use of the Site after the effective date of any update constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, your sole remedy is to discontinue use of the Site.
For material changes, CliProof will use reasonable efforts to provide additional notice (e.g., a banner on the Site or email to subscribed parties).
14. Miscellaneous
- Entire agreement — These Terms, together with the Privacy Policy, constitute the entire agreement between you and CliProof regarding the Site and supersede prior or contemporaneous agreements regarding that subject matter. They do not supersede separate executed agreements (such as an MSA or BAA) regarding the CliProof platform.
- Severability — If any provision is found unenforceable, the remaining provisions remain in effect.
- No waiver — CliProof's failure to enforce any provision is not a waiver of its right to enforce it later.
- Assignment — You may not assign these Terms without CliProof's prior written consent. CliProof may assign these Terms in connection with a merger, acquisition, or sale of assets.
- No agency — Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.
- Force majeure — CliProof is not liable for delays or failures caused by events beyond its reasonable control.
- Notices to CliProof — Send legal notices to: CliProof LLC, 1200 Brickell Avenue, Suite 1950, Miami, FL 33131, with a copy to team@cliproof.com.
15. Contact
For questions about these Terms:
CliProof LLC
1200 Brickell Avenue, Suite 1950
Miami, FL 33131
team@cliproof.com