These Terms of Service ("Agreement") govern access to and use of the Clarvera cloud platform ("Service") operated by Shinzox Group Limited, a company incorporated in England and Wales ("Clarvera," "we," "us," "our"). By accessing or using the Service you agree to be bound by this Agreement on behalf of yourself and the organisation you represent. If you do not agree, do not access or use the Service.
1. Definitions
"Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
"Authorised User" means an individual employee, contractor, or agent of Customer who is permitted by Customer to access the Service under Customer's account.
"BAA" means a Business Associate Agreement executed between Clarvera and Customer governing the handling of Protected Health Information, as required by HIPAA.
"Covered Entity" has the meaning given in 45 CFR § 160.103.
"Customer" means the legal entity that subscribes to the Service and has accepted this Agreement.
"Customer Data" means all data, records, files, and information submitted to the Service by Customer or its Authorised Users, including Provider Data and any Protected Health Information.
"Documentation" means the user manuals, technical documentation, and help materials made available by Clarvera for the Service.
"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), and implementing regulations at 45 CFR Parts 160 and 164.
"Order Form" means a written or electronic ordering document specifying the subscription tier, number of users, fees, and other terms agreed between the parties.
"PHI" or "Protected Health Information" has the meaning given in 45 CFR § 160.103.
"Provider Data" means information relating to individual healthcare providers, including names, National Provider Identifiers (NPIs), license numbers, credentials, and clinical privileges.
"Service" means the Clarvera cloud-hosted credentialing and provider data management platform, including all modules, APIs, and features made available to Customer under this Agreement.
"Subscription Term" means the period during which Customer has a paid or trial subscription to the Service, as specified in the Order Form.
2. Acceptance of Terms
By clicking "I agree," creating an account, executing an Order Form, or otherwise accessing or using the Service, you confirm that: (a) you have read and understood this Agreement; (b) you have authority to bind the Customer to this Agreement; and (c) the Customer agrees to be bound by this Agreement. This Agreement takes effect as of the date Customer first accepts it ("Effective Date"). If you are accepting on behalf of an entity, you represent that you have the authority to do so.
Clarvera reserves the right to modify this Agreement at any time. We will provide at least thirty (30) days' written notice (including by email) of material changes. Your continued use of the Service after the updated Agreement takes effect constitutes acceptance of the revised terms. If you do not agree to the revised terms, you must terminate your subscription before the effective date of the changes.
3. Eligibility and Account Registration
The Service is intended for use by organisations operating in the United States healthcare industry, including but not limited to individual healthcare providers, health systems, managed care organisations, health plans, credentialing verification organisations (CVOs), and provider networks. The Service is not intended for use by individuals acting in a personal or consumer capacity.
Customer must provide accurate, complete, and current information during registration and keep such information updated. Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under its account. Customer must notify Clarvera immediately of any suspected unauthorised use of its account or any security breach.
Customer may provision Authorised Users up to the limit specified in its Order Form. Customer is solely responsible for ensuring that all Authorised Users comply with this Agreement. Any act or omission of an Authorised User that would constitute a breach of this Agreement by Customer shall be deemed a breach by Customer.
4. Subscription Plans and Payment
4.1 Subscription Tiers
The Service is offered in multiple subscription tiers corresponding to customer type (Individual Provider, Organisation, Payor, Network, CVO) and feature set (Basic, Professional, Enterprise). The features, usage limits, and pricing applicable to Customer's subscription are set out in the applicable Order Form and the pricing schedule published at clarvera.com/pricing/. Clarvera may change subscription pricing upon at least ninety (90) days' notice prior to the start of the next Subscription Term.
4.2 Fees and Payment
All fees are payable in US Dollars. Invoices are due within thirty (30) days of the invoice date unless otherwise stated in the Order Form. Overdue amounts accrue interest at 1.5% per month (or the maximum lawful rate if lower). Customer is responsible for all applicable taxes, including sales tax, VAT, and withholding taxes, except for taxes on Clarvera's net income.
4.3 Free Trial
Clarvera may offer a fourteen (14) day free trial period. The trial is subject to this Agreement (including the BAA requirement if PHI will be processed). At the end of the trial, Customer must elect a paid plan or the account will be suspended. Customer data is retained for thirty (30) days following suspension, after which Clarvera may delete it.
4.4 Auto-Renewal
Subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
4.5 No Refunds
Except as required by applicable law or as expressly stated in an Order Form, all fees paid are non-refundable. No credits or refunds are issued for partial-month use, unused features, or early termination by Customer.
5. HIPAA and Healthcare Compliance
5.1 BAA Requirement
If Customer is a Covered Entity or Business Associate under HIPAA, Customer must execute a BAA with Clarvera before uploading, transmitting, or otherwise making available any PHI through the Service. Clarvera will not knowingly receive PHI without a valid, executed BAA in place. Clarvera's standard BAA is available at /legal/baa/ and is incorporated into this Agreement upon execution.
5.2 Security Safeguards
Clarvera implements administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of PHI and other Customer Data, as further described in the BAA and Clarvera's Security Policy. Clarvera's security measures are described at /security/.
5.3 Customer Compliance Responsibility
Customer is solely responsible for its own compliance with HIPAA and any other applicable federal, state, or local laws governing healthcare data. Clarvera is not a Covered Entity and cannot provide legal or compliance advice. Nothing in this Agreement constitutes legal advice.
5.4 OIG/SAM Monitoring
The Service includes automated monthly checks against the OIG LEIE and SAM.gov exclusion databases. Customer acknowledges that such checks are a compliance obligation under CMS conditions of participation and remains solely responsible for its compliance with applicable Medicare and Medicaid program requirements. Clarvera makes no warranty that the exclusion check results are complete, accurate, or current at any given moment.
6. Customer Obligations
Customer agrees not to, and shall ensure its Authorised Users do not:
- Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
- Upload or transmit real PHI during testing or development except through a properly sandboxed production environment with an executed BAA;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
- Resell, sublicense, or otherwise make the Service available to third parties except as expressly permitted in the Order Form;
- Use the Service to store, process, or transmit any infringing, defamatory, illegal, or harmful content;
- Attempt to gain unauthorised access to the Service or its related systems;
- Introduce malware, viruses, or other harmful code into the Service;
- Use the Service in a manner that could damage, disable, overburden, or impair the Service or Clarvera's infrastructure;
- Scrape, mine, or harvest data from the Service in bulk without Clarvera's prior written consent;
- Remove or alter any proprietary notices or labels on the Service.
7. Data Ownership and Processing
7.1 Customer Data Ownership
As between the parties, Customer owns all Customer Data. Clarvera does not claim any ownership rights in Customer Data. Customer grants Clarvera a limited, non-exclusive, royalty-free licence to process, host, store, reproduce, and display Customer Data solely to the extent necessary to provide and improve the Service.
7.2 Usage Data
Clarvera may collect and use anonymised, aggregated usage data, performance metrics, and technical logs derived from Customer's use of the Service ("Usage Data") for the purpose of improving, developing, and operating the Service, provided that such Usage Data does not identify Customer or any individual. Clarvera owns all Usage Data.
7.3 Data Processing
To the extent Customer Data includes personal data subject to the General Data Protection Regulation ("GDPR") or other applicable data protection laws, Clarvera acts as a data processor and processes such data in accordance with its Data Processing Addendum, which is available upon request and forms part of this Agreement when applicable.
7.4 Data Retention and Deletion
Upon termination of this Agreement, Customer may export its Customer Data within thirty (30) days. After such period, Clarvera will delete Customer Data from its systems within sixty (60) days, except where retention is required by law (including HIPAA's 6-year PHI documentation requirement). Audit logs may be retained for the period required by applicable law and regulation.
8. Intellectual Property
As between the parties, Clarvera and its licensors retain all right, title, and interest in and to the Service, all underlying software, algorithms, models, interfaces, documentation, and all intellectual property rights therein. No licence is granted to Customer except the limited right to access and use the Service as set out in this Agreement.
Customer grants Clarvera a non-exclusive, royalty-free, worldwide licence to use any feedback, suggestions, or ideas provided by Customer regarding the Service ("Feedback") without restriction or compensation. Feedback shall not include PHI or Customer confidential information.
"Clarvera" and associated logos, product names, and service marks are trademarks of Shinzox Group Limited. Customer may not use such marks without Clarvera's prior written consent.
9. Confidentiality
Each party ("Receiving Party") agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use such information only for the purposes of exercising rights or performing obligations under this Agreement; and (c) disclose such information only to employees, contractors, and advisors who need to know it and who are bound by confidentiality obligations at least as protective as those in this Section.
"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known without breach; (b) was already known to the Receiving Party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed without reference to the Confidential Information.
These obligations survive termination of this Agreement for three (3) years. Obligations with respect to PHI survive indefinitely and are governed by the BAA.
10. Warranties and Disclaimers
10.1 Clarvera Warranties
Clarvera warrants that: (a) the Service will perform materially in accordance with the applicable Documentation; (b) Clarvera will implement reasonable security measures as described in its Security Policy; and (c) Clarvera will not knowingly introduce malware into the Service.
10.2 Customer Warranties
Customer warrants that: (a) it has the right to provide Customer Data to Clarvera; (b) Customer Data does not infringe any third party's intellectual property rights; and (c) Customer's use of the Service will comply with all applicable laws and regulations.
10.3 Disclaimer
EXCEPT AS EXPRESSLY SET OUT IN SECTION 10.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CLARVERA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLARVERA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT DEFECTS WILL BE CORRECTED. THE SERVICE IS NOT A SUBSTITUTE FOR LEGAL, MEDICAL, OR COMPLIANCE ADVICE.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(a) Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Aggregate Cap. EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CLARVERA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) Exceptions. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: (I) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; (II) CUSTOMER'S PAYMENT OBLIGATIONS; (III) CLARVERA'S OBLIGATIONS UNDER THE BAA WITH RESPECT TO PHI; OR (IV) LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
12. Indemnification
12.1 By Clarvera
Clarvera will defend Customer against any third-party claim alleging that the Service, as provided by Clarvera and used in accordance with this Agreement, infringes a United States patent, copyright, trademark, or trade secret, and will indemnify Customer against damages finally awarded by a court of competent jurisdiction or agreed in settlement. This obligation does not apply to claims arising from: (a) modifications to the Service made by Customer; (b) use of the Service in combination with third-party products not supplied by Clarvera; (c) Customer's failure to use updated versions of the Service provided by Clarvera; or (d) Customer Data.
12.2 By Customer
Customer will defend Clarvera and its officers, directors, employees, and agents against any third-party claim arising from: (a) Customer Data (including any PHI provided by Customer); (b) Customer's violation of applicable law; (c) Customer's breach of this Agreement; or (d) Customer's use of the Service in a manner not authorised by this Agreement.
12.3 Procedure
The indemnifying party's obligations are conditional on: (a) prompt written notice of the claim; (b) the indemnifying party's sole control of the defence and settlement; and (c) the indemnified party's reasonable cooperation, at the indemnifying party's expense.
13. Term and Termination
13.1 Term
This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated.
13.2 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice (or ten (10) days for payment breaches); or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or liquidation proceedings.
13.3 Suspension
Clarvera may suspend Customer's access to the Service, with or without notice, if: (a) Customer fails to pay undisputed amounts when due; (b) Clarvera reasonably believes Customer's use poses a security risk; (c) Customer is in material breach of this Agreement; or (d) suspension is required by law. Clarvera will restore access promptly upon resolution of the triggering event.
13.4 Effect of Termination
Upon termination: (a) all rights granted under this Agreement immediately terminate; (b) Customer must cease using the Service; (c) Customer may export its data for thirty (30) days; and (d) all outstanding fees become immediately due. Sections 1, 7.2, 8, 9, 10.3, 11, 12, 14, and 15 survive termination.
14. Dispute Resolution and Governing Law
This Agreement is governed by the laws of the State of New York, without regard to its conflict of law principles. Any dispute arising out of or in connection with this Agreement that cannot be resolved by good-faith negotiation shall be finally resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules, with a single arbitrator, conducted in New York, New York, in English. The arbitration award shall be final and binding. Each party retains the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.
Class action waivers: Each party waives the right to participate in a class action or consolidated arbitration. All claims must be brought on an individual basis.
15. General Provisions
Entire Agreement. This Agreement, together with all Order Forms, the BAA (if applicable), and any addenda, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements, understandings, and representations.
Order of Precedence. In the event of conflict: Order Form > BAA > these Terms of Service > Documentation.
Severability. If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.
Waiver. Failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that Clarvera may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this provision is void.
Force Majeure. Neither party shall be in breach of this Agreement for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, acts of government, or internet outages, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing herein creates any rights in third parties.
Notices. Legal notices must be in writing and delivered by email (with confirmation) to legal@shinzox.com for Clarvera, or to the email address associated with Customer's account.
Export. Customer shall not export or re-export the Service in violation of applicable US export control laws.
US Government Users. The Service is a "commercial item" as defined at 48 CFR § 2.101. Government users acquire only those rights granted to all other customers.
16. Contact
Questions about these Terms of Service should be directed to:
Shinzox Group Limited (trading as Clarvera)
Email: legal@shinzox.com