Terms of Use

Last updated: January 15, 2022

These Terms of Use ("Terms") govern access to and use of the website at https://clistahr.com (the "Website") and the Clistahr web and mobile applications (together with the Website, the "Service"), provided by Clistahr Technologies, Inc. ("Clistahr", "We", "Us", "Our"), a Maryland corporation with offices at 6851 Oak Hall Lane, Suite 119, Columbia, MD 21045.

By accessing or using the Service, You agree to these Terms. If You do not agree, do not access or use the Service.

1. Who These Terms Apply To, and What Controls

Clistahr provides software to home health agencies, skilled nursing organizations, and similar healthcare provider organizations ("Agencies"). Different people reach the Service in different ways, and these Terms apply accordingly.

  • Visitors. Anyone browsing the Website without signing in. Sections 1, 2, 8, 9, 11, 13, and 15–20 apply to You.

  • Platform Users. Individuals who sign in to the Service under an Agency's account — clinical staff, field staff, administrators, and auditors. All of these Terms apply to You.

  • Agencies. Organizations that license the Service. All of these Terms apply to You, in addition to Your signed agreement with Us.

1.1 Order of precedence

If You are an Agency and You have entered into a written subscription agreement, master services agreement, order form, or Business Associate Agreement ("BAA") with Us (together, Your "Agreement"), Your Agreement controls to the extent it conflicts with these Terms. These Terms fill the gaps; they do not replace negotiated commercial or privacy terms.

Where the subject matter is the handling of protected health information, the BAA controls over both these Terms and Your Agreement.

1.2 If You use the Service through an Agency

Your Agency decides whether You may use the Service, what You may see, and what happens to the records You create. Your Agency may suspend or terminate Your access at any time. Your Agency may also have its own policies governing Your use of the Service, and those policies apply to You in addition to these Terms.

Requests to access, correct, or delete records held in an Agency's account must be directed to that Agency, not to Us. See Our Privacy Policy for a full explanation of Our roles.

1.3 Authority

If You accept these Terms on behalf of an organization, You represent that You have authority to bind that organization, and "You" refers to that organization.

2. Eligibility

You must be at least 18 years old and legally capable of entering into a binding contract to use the Service. The Service is not offered to individuals under 18. Platform Users must be authorized by an Agency to access that Agency's account.

The Service is offered in and intended for the United States. We make no representation that the Service is appropriate or available for use in other locations.

3. The Service Is a Tool, Not a Provider of Care

Read this section carefully. It defines what the Service does and does not do.

  • Clistahr is a software company. We do not practice medicine, nursing, or any other licensed profession, and We do not provide medical, clinical, legal, billing, coding, tax, or compliance advice.

  • The Service records, organizes, and transmits information that Agencies and their workforce enter. Content produced within the Service — assessments, care plans, orders, progress notes, schedules, timecards, claims data — is authored by the Agency and its personnel, who remain solely responsible for its accuracy, completeness, clinical appropriateness, and legality.

  • Any prompts, templates, validation rules, calculations, reminders, form libraries, or default configurations in the Service are conveniences. They do not substitute for professional judgment and must not be relied on as the sole basis for any clinical, employment, billing, or regulatory decision. Licensed professionals must independently verify anything they rely on.

  • The Service is not intended for use in medical emergencies. If You are dealing with an emergency, contact emergency services.

  • Regulatory and payer requirements — including Medicare and Medicaid conditions of participation, state electronic visit verification mandates, licensure rules, and payer-specific documentation rules — change frequently and vary by jurisdiction. We do not warrant that use of the Service will result in compliance with any such requirement, in acceptance of any claim, or in any particular reimbursement outcome. Determining what a given jurisdiction or payer requires, and configuring the Service accordingly, is the Agency's responsibility.

4. Accounts and Security

  • Accounts are personal. You must not share Your credentials with anyone, and You must not use anyone else's credentials, even at a supervisor's request. Every action taken with Your credentials is attributed to You in the Service's audit records.

  • You must keep Your credentials confidential, use a password that meets the Service's requirements, and complete any additional authentication step the Service or Your Agency requires.

  • You must notify Us and Your Agency immediately if You know or suspect that Your credentials have been disclosed or Your account has been used without authorization.

  • You are responsible for activity occurring under Your account, except to the extent it results from Our failure to meet Our own security obligations.

  • Your session may end automatically after a period of inactivity set by Your Agency. You must lock or sign out of any unattended device.

  • We may suspend or disable an account immediately where We reasonably believe it has been compromised, is being used in violation of these Terms, or presents a risk to the Service or to protected health information.

5. Agency Responsibilities

If You are an Agency, You are responsible for:

  • Obtaining every consent, authorization, and notice required by law before entering information about a patient, client, applicant, or workforce member into the Service, and for maintaining Your own notice of privacy practices;
  • The accuracy, quality, legality, and integrity of the data You and Your Platform Users enter;
  • Provisioning and de-provisioning Your Platform Users promptly, and configuring roles and permissions so that each user has access only to what their job requires;
  • Configuring the Service's security settings — including password expiration, session idle timeouts, and any similar controls — at or above the minimum values We publish, and keeping them appropriate to Your risk;
  • Reviewing the audit records the Service makes available to You;
  • Determining the retention periods that apply to Your records under federal and state law, and instructing Us accordingly;
  • Complying with all laws applicable to Your operations, including HIPAA, the False Claims Act, the Anti-Kickback Statute, applicable state privacy and licensure law, and payer contract requirements;
  • Verifying that Your use of electronic visit verification, electronic signatures, and electronic records satisfies Your payers and Your state.

6. Acceptable Use

You must not, and must not permit anyone else to:

  • Access, view, or attempt to access any record You do not have a legitimate business need to access, including records of patients not under Your care and records belonging to another Agency;
  • Attempt to circumvent authentication, authorization, tenant isolation, audit logging, rate limiting, or any other security or access control;
  • Probe, scan, or test the vulnerability of the Service, or conduct penetration testing, without Our prior written authorization;
  • Copy, extract, scrape, or bulk-export data from the Service other than through features provided for that purpose;
  • Reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, except to the extent this restriction is unenforceable under applicable law;
  • Resell, sublicense, time-share, or provide the Service as a service bureau to a third party, except as expressly permitted in Your Agreement;
  • Upload malicious code, or anything that interferes with the operation of the Service;
  • Falsify records, backdate entries, misrepresent visit times or locations, or use the Service to submit or support a false or fraudulent claim to any payer;
  • Use the Service to harass, threaten, defame, or discriminate against any person;
  • Use the Service in violation of any applicable law, regulation, professional standard, or payer requirement;
  • Remove or obscure any proprietary notice in the Service;
  • Use automated means to access the Service in a way that degrades performance for others.

We may investigate suspected violations and may report conduct that appears unlawful to the relevant Agency and to the appropriate authorities.

7. Mobile Application, Location, and Notifications

  • License. Subject to these Terms, We grant You a limited, revocable, non-exclusive, non-transferable license to install and use the Clistahr mobile application on a device You own or control, solely for Your work with an Agency.

  • Location. The mobile application supports electronic visit verification. When You clock in or out of a visit, and with Your device permission, the application captures Your device's location and compares it against the service address recorded by the Agency, within a radius the Agency configures. Location is captured in connection with visit events, not continuously. You may disable location permission at any time in Your device settings; if You do, visit verification features will not work, and Your Agency may require location permission as a condition of using the application for work.

  • Notifications. The application may send push notifications about shifts, visits, training, and account or security events. You may disable notifications in Your device settings, but doing so may cause You to miss information Your Agency expects You to receive.

  • Device and connectivity. You are responsible for Your device, its operating system version, and Your data plan. Carrier message and data rates may apply. The Service may not function on unsupported, rooted, or jailbroken devices.

  • App stores. Where You obtain the application from a third-party app store, that store's terms also apply, and the store is not a party to these Terms, has no obligation to provide support, and is not responsible for the application.

8. Electronic Records, Signatures, and Communications

You consent to receive communications from Us and from the Service electronically, including by email, in-application notification, and push notification, and You agree that electronic communications satisfy any legal requirement that a communication be in writing.

Where the Service captures a signature electronically, You agree that Your electronic signature has the same legal effect as a handwritten signature under the federal ESIGN Act and applicable state law, including the Uniform Electronic Transactions Act. You are responsible for confirming that Your payers and regulators accept electronic signatures for the document in question.

9. Intellectual Property

9.1 Our rights

The Service, including its software, interfaces, design, documentation, and the Clistahr name and logos, is owned by Us and Our licensors and is protected by intellectual property law. Subject to these Terms and to Your Agreement, We grant You a limited, revocable, non-exclusive, non-transferable right to access and use the Service. No other rights are granted, expressly or by implication.

9.2 Agency data

As between Us and the Agency, the Agency owns the data it and its Platform Users submit to or generate within the Service. The Agency grants Us a limited license to host, process, transmit, display, and back up that data solely to provide, secure, and support the Service, and as permitted by the BAA and applicable law.

Where permitted by the BAA and by 45 CFR 164.514, We may create de-identified information and use it for the proper management and administration of the Service and to improve it. We do not attempt to re-identify de-identified information, and We do not disclose data in a form that identifies any individual or Agency except as permitted by Your Agreement.

9.3 Feedback

If You send Us suggestions, feature requests, or other feedback — including through the Service's support ticket feature — You grant Us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or compensation. Please do not include patient information, credentials, or other confidential information in feedback or support tickets.

10. Availability, Changes, and Support

  • We aim to keep the Service available, but We do not guarantee uninterrupted or error-free operation under these Terms. Any service level commitment exists only if it is stated in Your Agreement.
  • We may perform scheduled and emergency maintenance, and may modify, add, or discontinue features. Where a change materially reduces core functionality an Agency relies on, We will give reasonable advance notice to that Agency.
  • Because the Service supports the delivery of care, each Agency must maintain its own written downtime procedure for documenting encounters when the Service is unavailable, and for entering those records afterward.
  • Support is provided as described in Your Agreement, or through the Service's support ticket feature where no other arrangement applies.

11. Third-Party Services and Links

The Service may link to or interoperate with third-party services, including payer portals, clearinghouses, e-signature providers, and others. We do not control those services, do not endorse them, and are not responsible for them. Your use of a third-party service is governed by that provider's terms. Where an integration requires Us to transmit data to a third party, We do so on the Agency's instruction.

12. Fees, Term, and Termination

12.1 Fees

Fees, billing frequency, and payment terms are set out in Your Agreement or order form. Except as required by law or expressly stated in Your Agreement, fees are non-refundable.

12.2 Term and termination

These Terms apply for as long as You access the Service. An Agency's subscription term and termination rights are governed by Your Agreement.

We may suspend or terminate access, in whole or in part, if: You materially breach these Terms or Your Agreement; Your account is used in a way that threatens the security or integrity of the Service or of protected health information; We are required to do so by law; or fees remain unpaid after notice. Where practical and lawful, We will give notice first and an opportunity to cure.

12.3 What happens to data on termination

On termination, the Agency may export its data for a period of 30 days. After that period, We return or destroy remaining data in accordance with the BAA and Our Privacy Policy, unless retention is required by law or by a legal hold. Residual copies may persist in encrypted backups until they expire on Our standard schedule.

Individual Platform Users cannot export or delete an Agency's records; that right belongs to the Agency.

13. Confidentiality

Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors who need it and who are bound by comparable obligations. This section does not apply to information that is public through no fault of the recipient, was already known without a duty of confidentiality, is independently developed, or is lawfully received from a third party. Disclosure required by law is permitted with prompt notice where lawful. Protected health information is governed by the BAA rather than this section.

14. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN YOUR AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA WILL NOT BE LOST; OR THAT USE OF THE SERVICE WILL CAUSE YOU TO SATISFY ANY LEGAL, REGULATORY, ACCREDITATION, OR PAYER REQUIREMENT, OR RESULT IN PAYMENT OF ANY CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to You.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY THE AGENCY TO US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to a party's indemnification obligations, to breach of confidentiality obligations, to a party's gross negligence or willful misconduct, or to liability that cannot be limited by law.

These limitations apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. They reflect an allocation of risk that is part of the basis of the bargain between the parties.

16. Indemnification

You will defend, indemnify, and hold Us harmless from third-party claims, losses, and expenses (including reasonable attorneys' fees) arising out of: Your data and its accuracy or legality; Your failure to obtain a required consent or authorization; Your clinical, employment, or billing decisions; Your violation of these Terms or of applicable law; or Your unauthorized use of the Service.

We will defend, indemnify, and hold You harmless from third-party claims that the Service, as provided by Us and used in accordance with these Terms, infringes a United States patent, copyright, or trademark, subject to any limitations in Your Agreement.

The party seeking indemnification must give prompt notice, allow the other party to control the defense, and cooperate reasonably.

17. Governing Law and Disputes

These Terms are governed by the laws of the State of Maryland, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

  • The state and federal courts located in Howard County, Maryland have exclusive jurisdiction, and each party consents to venue there and waives any objection to it.

Any claim must be brought within one year after it arises, to the extent permitted by law.

18. Changes to These Terms

We may update these Terms from time to time. We will post the updated version on this page and update the "Last updated" date. Where a change is material, We will provide reasonable advance notice by email or in-application notice before it takes effect.

Continued use of the Service after the effective date means You accept the updated Terms. If You do not accept them, You must stop using the Service; an Agency's rights on a material change are governed by Your Agreement.

19. General

  • Entire agreement. These Terms, Our Privacy Policy, and (where applicable) Your Agreement are the entire agreement between the parties regarding the Service and supersede prior discussions on that subject.
  • Assignment. You may not assign these Terms without Our prior written consent, except to a successor to all or substantially all of Your business. We may assign to an Affiliate or in connection with a merger, acquisition, or sale of assets; Our obligations regarding protected health information transfer with any such assignment.
  • No waiver. Failure to enforce a provision is not a waiver of it.
  • Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary, and the rest remains in effect.
  • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.
  • No third-party beneficiaries, except as expressly stated.
  • Independent contractors. Nothing here creates a partnership, joint venture, employment, or agency relationship.
  • Notices. Notices to Us must be sent to the address in Section 20. Notices to You may be sent to the email address on Your account or posted in the Service.
  • Survival. Sections 3, 6, 9, 12.3, 13, 14, 15, 16, 17, and 19 survive termination.
  • U.S. Government users. The Service is "commercial computer software" provided with restricted rights under FAR 12.212 and DFARS 227.7202.
  • Export. You will comply with applicable U.S. export control and sanctions laws.

20. Contact Us

Questions about these Terms:

  • By email: contact@clistahr.com
  • By phone: +1 240-232-7966
  • By mail: Clistahr Technologies, Inc., Attn: Legal, 6851 Oak Hall Lane, Suite 119, Columbia, MD 21045, United States

Questions about privacy are addressed in Our Privacy Policy. Requests concerning records held in an Agency's account must go to that Agency.