Legal
These Terms of Service ("Terms") constitute a legally binding agreement between Cleryn LLC ("Cleryn," "we," "us," or "our"), a Nevada limited liability company, and the entity or individual ("Customer," "you," or "your") accessing or using the Cleryn platform and services ("Services"). By creating an account, clicking "I agree," or using the Services in any way, you agree to be bound by these Terms.
If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you may not use the Services.
Cleryn is an AI-assisted compliance review platform designed to help sleep diagnostic centers evaluate physician documentation for insurance billing compliance. The Services analyze uploaded documents, detect study type and payer information, apply applicable compliance rule sets, and return a graded checklist with suggested actions.
Cleryn is a compliance review aid, not a substitute for legal, medical, or billing advice. The output of the Services is informational only. Cleryn does not guarantee that documents reviewed as compliant will be accepted by any payer, and does not guarantee that documents flagged as deficient will be denied. Final billing and coding decisions remain solely with the Customer and their qualified billing staff.
Geographic coverage. Cleryn's compliance rule sets are currently built for Medicare Administrative Contractor (MAC) jurisdictions serving the Western United States. Coverage outside this region may be inaccurate or unavailable. During onboarding, Cleryn will confirm your coverage region. If your locations fall outside the currently supported region, Cleryn will notify you before activating your account.
To use the Services you must:
Access to the Services is by invitation only following Cleryn's onboarding process. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify Cleryn immediately at contact@somniq.live if you suspect any unauthorized access to your account.
You may not share login credentials between individuals. Each user must have their own account. You may not use the Services to process documents on behalf of entities outside your organization without prior written authorization from Cleryn.
Services are provided on a monthly or annual subscription basis at the rates set forth on the Cleryn pricing page at the time of your enrollment. Fees are billed in advance. All fees are in U.S. dollars.
Payments are processed by Stripe, Inc. By providing payment information, you authorize Cleryn to charge your payment method for all applicable fees. You agree to keep your payment information current and accurate.
Monthly subscriptions renew automatically each month. Annual subscriptions renew automatically each year. You may cancel at any time; cancellation takes effect at the end of the current billing period.
Fees paid are non-refundable except where required by applicable law or as expressly stated by Cleryn in writing. If Cleryn is unable to activate your account due to geographic coverage limitations, a full refund will be issued.
Cleryn may change subscription fees upon 30 days' prior written notice. Continued use of the Services after the price change takes effect constitutes acceptance of the new fees.
The Services involve the processing of Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations. Use of the Services is conditioned on execution of Cleryn's Business Associate Agreement ("BAA"), available at cleryn.ai/baa. The BAA is incorporated into these Terms by reference.
You represent and warrant that you have all necessary consents, authorizations, and legal bases to share PHI with Cleryn for the purposes described in the BAA. You agree to implement appropriate safeguards on your end to protect PHI and to report any breach or suspected breach to Cleryn immediately.
You agree not to use the Services to:
Cleryn and its licensors own all rights, title, and interest in and to the Services, including the software, AI models, compliance rule sets, trademarks, and all related intellectual property. These Terms do not grant you any ownership interest in the Services.
You retain ownership of documents you upload to the Services. You grant Cleryn a limited, non-exclusive license to process those documents solely to provide the Services to you. Cleryn will not use your documents to train AI models or for any purpose beyond providing the Services.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Cleryn does not warrant that: (a) the Services will be uninterrupted or error-free; (b) the compliance rule sets are complete, accurate, or current with respect to all payer policies; (c) the Services will satisfy any specific billing, coding, or accreditation requirements; or (d) any particular claim will be accepted or denied based on the output of the Services.
Payer coverage policies change frequently. It is your responsibility to verify that Cleryn's rule sets reflect the current policies of your patients' payers.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOMNIQ'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES — WHETHER IN CONTRACT, TORT, OR OTHERWISE — SHALL NOT EXCEED THE FEES PAID BY YOU TO SOMNIQ IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
IN NO EVENT WILL SOMNIQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, EVEN IF SOMNIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, Cleryn's liability will be limited to the greatest extent permitted by law.
You agree to indemnify, defend, and hold harmless Cleryn LLC and its members, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law, including HIPAA; or (d) any PHI you upload to the Services.
Either party may terminate these Terms at any time by providing written notice. Cleryn may suspend or terminate your access immediately if you breach these Terms, fail to pay applicable fees, or if Cleryn reasonably believes your use poses a legal, security, or compliance risk.
Upon termination, your right to access the Services ceases immediately. Cleryn will handle your data in accordance with the BAA and the data retention terms described in the Privacy Policy.
These Terms are governed by the laws of the State of Nevada, without regard to conflict of law principles. Any dispute arising out of or related to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Las Vegas, Nevada. Judgment on any arbitration award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.
Cleryn may update these Terms from time to time. We will notify you of material changes by email or by prominent notice on the Services at least 14 days before the changes take effect. Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of the changes.
Entire Agreement. These Terms, together with the BAA and Privacy Policy, constitute the entire agreement between you and Cleryn regarding the Services and supersede all prior agreements.
Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.
Waiver. Cleryn's failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
Assignment. You may not assign these Terms without Cleryn's prior written consent. Cleryn may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
Contact. For questions about these Terms, contact us at contact@somniq.live.