1. The Platform
CliniqPro provides a clinical documentation intelligence platform that assists home health agencies in reviewing clinical documentation for quality, compliance, and reimbursement optimization ("Platform").
By accessing the Platform, you agree to be bound by these Terms. If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization.
1.1 Decision Support Only
The Platform uses artificial intelligence to surface clinical documentation findings. All clinical and compliance decisions remain the sole responsibility of the Client and its licensed clinical staff. CliniqPro is a decision-support tool — not a substitute for clinical judgment, legal advice, or compliance counsel.
1.2 No Guarantees
CliniqPro does not guarantee specific clinical outcomes, reimbursement results, or audit outcomes. Use of the Platform does not constitute a warranty against Medicare audits, denials, or regulatory action.
1.3 False Claims Act — No Certification of Claims
CliniqPro does not certify, validate, attest to, approve, or authorize the accuracy of clinical documentation for purposes of Medicare, Medicaid, or any other government reimbursement program. CliniqPro does not submit claims to any payer. All decisions regarding documentation accuracy, claim submission, and billing compliance — including compliance with the False Claims Act (31 U.S.C. §§ 3729–3733) — remain the sole responsibility of Client and its licensed clinical and billing staff. CliniqPro's findings and recommendations do not constitute a representation that any submitted claim is accurate, appropriate, or compliant with applicable law.
2. HIPAA and Protected Health Information
The parties acknowledge that Client may submit Protected Health Information ("PHI") as defined under HIPAA to the Platform in the course of using the service.
A Business Associate Agreement ("BAA") governs the handling of PHI. Client must execute the BAA prior to submitting any PHI to the Platform. CliniqPro maintains HIPAA-compliant infrastructure on AWS and implements administrative, physical, and technical safeguards as required by the HIPAA Security Rule.
3. Data Ownership and Rights
3.1 Client Data Ownership
Client retains full ownership of all clinical documentation, patient records, and identifiable agency data submitted to the Platform ("Client Data"). CliniqPro processes Client Data solely to provide the services described in this Agreement.
3.2 CliniqPro Platform and Models
CliniqPro retains full ownership of the Platform, its underlying technology, artificial intelligence models, algorithms, rules engines, and all improvements or derivatives thereof. Client receives a limited, non-exclusive, non-transferable license to use the Platform during the subscription term.
3.3 Aggregated and De-Identified Data
Client acknowledges and agrees that CliniqPro may:
- De-identify Client Data in accordance with HIPAA de-identification standards (45 CFR §164.514(b));
- Combine de-identified data with de-identified data from other Platform users to create aggregated, anonymized datasets ("Aggregate Data");
- Use Aggregate Data to improve the Platform, train and refine AI models, develop new features, and generate industry benchmarks and research;
- Publish or distribute Aggregate Data, provided such publications do not identify Client, its patients, or its employees.
3.4 Benchmark Publications
CliniqPro may publish periodic industry benchmark reports and research based on Aggregate Data. Client grants CliniqPro the right to include de-identified, aggregated patterns from Client's usage in such publications. CliniqPro will not identify Client by name without prior written consent.
3.5 Model Training
CliniqPro's AI models may be trained or improved using de-identified, aggregated patterns derived from Client Data. All trained models and derived intellectual property vest exclusively in CliniqPro.
3.6 No Sale of Identifiable Data
CliniqPro will not sell, rent, or disclose identifiable Client Data or patient information to any third party, except as required by law or as necessary to provide the services.
4. Subscription, Billing, and Cancellation
4.1 Subscription Plans
- Starter Lite — Up to 25 patients/month — $795/month
- Starter Pro — Up to 50 patients/month — $997/month
- Enterprise — Up to 150 patients/month — $1,997/month
- Enterprise Plus — 150+ patients/month — Custom pricing
4.2 Free Trial
New clients receive a 30-day free trial. No credit card required to start. If Client does not cancel before the trial ends, the subscription converts to a paid plan automatically.
4.3 Cancellation
Monthly subscribers may cancel at any time with 30 days' notice. Upon cancellation, Client may export Client Data for 60 days following the cancellation date.
4.4 Price Changes
CliniqPro may adjust pricing with 60 days' written notice. Clients on annual plans will not see increases until their renewal date.
5. Acceptable Use
Client agrees to use the Platform only for legitimate clinical documentation quality assurance within its own home health operations. Client shall not:
- Share login credentials across organizations;
- Reverse engineer or attempt to extract the Platform's source code or AI models;
- Submit documentation belonging to patients not under Client's care;
- Resell or sublicense access to the Platform without prior written consent;
- Use the Platform in violation of HIPAA, the False Claims Act, or Medicare regulations.
6. Clinical Disclaimer and Limitation of Liability
6.1 Clinical Decisions
Nothing on the Platform constitutes medical advice, legal advice, or a guarantee of reimbursement. All clinical, coding, and compliance decisions are the sole responsibility of Client's licensed staff.
6.2 No Audit Guarantee
Use of CliniqPro does not guarantee immunity from Medicare audits, ADR requests, TPE reviews, or claim denials.
6.3 Limitation of Liability
CliniqPro's total liability for any claim shall not exceed the total fees paid by Client in the three months preceding the claim. CliniqPro shall not be liable for indirect, incidental, consequential, or punitive damages. Without limiting the foregoing, CliniqPro shall not be liable for: (a) any denial of Medicare, Medicaid, or other government or commercial insurance claims; (b) any regulatory penalties, audit findings, or adverse results from government surveys, inspections, or investigations; (c) any loss of licensure, accreditation, or Medicare certification; or (d) any civil or criminal liability arising from Client's clinical documentation, billing practices, or claim submissions — whether or not CliniqPro's services were used in connection with the underlying documentation.
6.4 Indemnification
Client shall indemnify, defend, and hold harmless CliniqPro and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's use of the Platform in violation of these Terms; (b) any allegation that Client's clinical documentation, billing practices, or Medicare or Medicaid claims were false, fraudulent, inaccurate, or non-compliant with applicable law; (c) any third-party claim arising from Client's clinical operations, employment practices, or patient care; or (d) Client's failure to comply with HIPAA, the False Claims Act, or any applicable federal or state law or regulation.
7. Confidentiality
Each party agrees to keep confidential all non-public information received from the other party. CliniqPro's confidential information includes its AI models, rules engine logic, and product roadmap. Client's confidential information includes patient census data and clinical protocols. Neither party shall disclose the other's confidential information to third parties without prior written consent.
8. Term and Termination
This Agreement begins on the date Client first accesses the Platform. Either party may terminate with 30 days' written notice. CliniqPro may terminate immediately for material breach, non-payment, or HIPAA violations. Upon termination, Client enters a 60-day Retention Period. During the Retention Period, Client may export all Client Data at any time. After 60 days from the termination date, CliniqPro will permanently and irrecoverably delete all PHI, session data, analysis results, and clinical documentation. De-identified Aggregate Data (containing no patient identifiers) may be retained indefinitely. Deletion may be suspended only pursuant to a valid legal hold under applicable law.
Automated Deletion — No Human Discretion. Data deletion pursuant to the retention schedule above is executed automatically by CliniqPro's systems, without individual human decision-making at the time of execution. This automated process was established and programmed as a standing operational policy prior to the inception of any specific client relationship or dispute. Automated deletion performed pursuant to a consistently applied, pre-existing retention policy — and executed prior to receipt of any notice of litigation, investigation, or legal hold — does not constitute willful destruction of evidence or obstruction of any legal or regulatory process. Client acknowledges this automated retention policy and waives any claim against CliniqPro arising solely from deletion of data pursuant to this schedule where no legal hold notice had been received prior to the deletion date.
9. Government Requests and Legal Process
9.1 No Voluntary Disclosure
CliniqPro will not voluntarily disclose Client Data or Protected Health Information to any government agency, regulatory body, or law enforcement authority absent a valid legal obligation to do so.
9.2 Requirements for Disclosure
CliniqPro will only disclose Client Data or PHI in response to legal process when: (a) a valid court order, judicial subpoena, administrative subpoena, or other lawfully issued legal process has been received; (b) the request complies with applicable HIPAA provisions for disclosures required by law (45 CFR §164.512(a)) or for law enforcement purposes (45 CFR §164.512(f)); and (c) CliniqPro has had a reasonable opportunity to evaluate the legal basis and scope of the request.
9.3 Client Notification
Where legally permitted, CliniqPro will make commercially reasonable efforts to notify the affected Client before disclosing Client Data or PHI in response to legal process. Notification may be delayed or precluded if a court, grand jury, or law enforcement authority prohibits disclosure or imposes a confidentiality requirement (e.g., a gag order).
9.4 Minimum Necessary Standard
In responding to any legal process, CliniqPro will produce only the minimum necessary information specifically required by the legal process and will not produce information beyond the scope of the request.
9.5 Right to Challenge
CliniqPro reserves the right to challenge legal process that it reasonably believes to be overly broad, legally deficient, or issued without proper authority, prior to complying with such process.
9.6 Costs of Legal Response
Client shall be responsible for reasonable costs incurred by CliniqPro in responding to legal process arising from or relating to Client's use of the Platform, including reasonable attorneys' fees, unless the legal process arises from CliniqPro's own misconduct.
10. General
Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to conflict of law provisions.
Entire Agreement. This Agreement, together with the BAA and any applicable Order Form, constitutes the entire agreement between the parties regarding the Platform.
Amendments. CliniqPro may update this Agreement with 30 days' notice. Continued use after the effective date constitutes acceptance.
Contact. Questions about these Terms: legal@cliniqpro.com