Terms and Conditions
These Terms and Conditions ("Terms") govern your access to and use of the services provided by VCC Innovations, Inc. ("Clearvara," "we," "us," or "our"), including the Clearvara website at clearvara.com, web-based practice management portal, AI-powered communication tools, and SMS messaging services (collectively, the "Services").
By accessing or using our Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.
1. Definitions
- "Covered Provider" or "Practice" means an eye care provider (optometry or ophthalmology practice) that has entered into a subscription agreement with Clearvara.
- "Practice User" means any individual authorized by a Covered Provider to access and use the Clearvara portal, including physicians, optometrists, office managers, billing staff, and other practice personnel.
- "Patient" means an individual who receives care from a Covered Provider and whose information is processed through the Services.
- "PHI" means Protected Health Information as defined by HIPAA.
2. Services Overview
Clearvara provides a cloud-based platform for eye care practices that includes:
- Revenue cycle management tools, including insurance verification, claims processing, and billing workflow automation.
- AI-powered voice agents that place and receive phone calls on behalf of Covered Providers for appointment scheduling, reminders, and care follow-up.
- SMS messaging for appointment reminders, confirmations, and patient notifications.
- A web-based portal for practice staff to manage patient data, appointments, and billing operations.
The Services are designed for use by Covered Providers and their authorized Practice Users. Clearvara does not provide medical care, medical advice, or insurance services.
3. Account Registration and Access
3.1 Practice Accounts
Access to the Clearvara portal requires a subscription agreement between the Covered Provider and Clearvara. The Covered Provider is responsible for designating authorized Practice Users and managing access permissions.
3.2 Practice User Responsibilities
Practice Users agree to:
- Provide accurate and current account information.
- Maintain the confidentiality of login credentials and not share accounts.
- Notify Clearvara promptly of any unauthorized access or security incidents.
- Use the Services only for authorized business purposes and in compliance with applicable law.
3.3 Account Security
The Covered Provider is responsible for all activity conducted under its Practice Users' accounts. Clearvara is not liable for losses arising from unauthorized use of credentials that were not caused by a breach of Clearvara's systems.
4. Acceptable Use
You agree not to:
- Use the Services for any unlawful purpose or in violation of any applicable federal, state, or local law or regulation.
- Access or attempt to access data belonging to other practices or patients outside your authorized scope.
- Reverse engineer, decompile, or disassemble any part of the Services.
- Interfere with or disrupt the integrity, security, or performance of the Services.
- Use the Services to transmit malware, spam, or other harmful content.
- Use the Services to send unsolicited communications to patients who have not provided consent.
- Resell, sublicense, or redistribute access to the Services without written authorization from Clearvara.
5. AI-Powered Communications
5.1 Nature of AI Services
Clearvara's AI voice agents and automated messaging tools are designed to support — not replace — the patient-provider relationship. AI agents operate under the Covered Provider's authority and in accordance with the Covered Provider's instructions and settings.
5.2 Disclosure
AI voice agents will identify themselves as calling on behalf of the Covered Provider and disclose their AI-assisted nature. Clearvara is committed to transparent communication with patients.
5.3 Limitations
AI-generated communications may occasionally contain errors. The Covered Provider remains responsible for reviewing and overseeing patient communications and ensuring clinical accuracy. Clearvara does not guarantee that AI-generated content is error-free.
5.4 Recordings and Transcripts
Calls handled by AI voice agents may be recorded and transcribed for quality assurance, compliance, and the Covered Provider's records. These records are treated as PHI and governed by the applicable Business Associate Agreement.
6. SMS Messaging
6.1 Patient Consent
Covered Providers are responsible for obtaining express written consent from patients before enabling SMS communications through Clearvara. Consent is collected through the practice's digital intake forms or online booking forms and must include clear disclosure language.
6.2 Message Content and Frequency
SMS messages sent through Clearvara are limited to appointment reminders, confirmations, rescheduling notifications, and care follow-up messages. Message frequency varies, typically 2–5 messages per month per patient.
6.3 Opt-Out
Patients may opt out of SMS messages at any time by replying STOP. Covered Providers must honor opt-out requests promptly. Clearvara processes opt-out requests automatically upon receipt.
6.4 No Marketing
Clearvara does not send marketing or promotional messages to patients. SMS communications are limited to transactional and care-related messages initiated on behalf of the Covered Provider.
7. HIPAA and Data Protection
7.1 Business Associate Agreement
Clearvara processes PHI as a Business Associate under HIPAA. Each Covered Provider must execute a Business Associate Agreement ("BAA") with Clearvara prior to transmitting PHI through the Services.
7.2 Covered Provider Responsibilities
The Covered Provider is responsible for:
- Maintaining a current Notice of Privacy Practices.
- Obtaining any required patient authorizations.
- Ensuring that patient data entered into the platform is accurate and lawfully collected.
- Complying with all applicable HIPAA obligations as a Covered Entity.
7.3 Security
Clearvara implements administrative, technical, and physical safeguards in accordance with the HIPAA Security Rule. Details are described in our Privacy Policy and applicable BAA.
8. Intellectual Property
8.1 Clearvara IP
The Services, including all software, algorithms, AI models, user interfaces, content, trademarks, and documentation, are owned by VCC Innovations, Inc. or its licensors and are protected by intellectual property laws. Nothing in these Terms grants you ownership of or rights in the Services beyond the limited right to use them under your subscription.
8.2 Practice Data
The Covered Provider retains ownership of all patient data and practice data entered into the Clearvara platform. Clearvara's right to use this data is limited to providing the Services, fulfilling its obligations under the BAA, and as otherwise described in our Privacy Policy.
9. Fees and Payment
Fees for the Services are set forth in the subscription agreement between Clearvara and the Covered Provider. These Terms do not alter payment obligations specified in that agreement.
10. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
CLEARVARA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CLEARVARA DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY AI-GENERATED CONTENT.
CLEARVARA IS NOT A HEALTHCARE PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE. THE COVERED PROVIDER IS SOLELY RESPONSIBLE FOR ALL CLINICAL DECISIONS AND PATIENT CARE.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLEARVARA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY THE COVERED PROVIDER TO CLEARVARA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
IN NO EVENT SHALL CLEARVARA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, DATA, OR PROFITS, REGARDLESS OF THE THEORY OF LIABILITY.
THIS LIMITATION DOES NOT APPLY TO LIABILITY ARISING FROM CLEARVARA'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS OBLIGATIONS UNDER A BAA WITH RESPECT TO PHI.
12. Indemnification
The Covered Provider agrees to indemnify and hold harmless Clearvara from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:
- The Covered Provider's violation of these Terms or applicable law.
- The Covered Provider's use of the Services in a manner not authorized by these Terms.
- Any claim by a patient arising from the Covered Provider's clinical care, treatment decisions, or failure to obtain required consents.
13. Term and Termination
13.1 Term
These Terms remain in effect as long as you have access to or use the Services.
13.2 Termination
Either party may terminate access to the Services in accordance with the subscription agreement. Clearvara may suspend or terminate access immediately if a Practice User violates these Terms or poses a security risk to the platform.
13.3 Effect of Termination
Upon termination, Practice Users' access to the portal will be revoked. Clearvara will retain or return data in accordance with the applicable BAA and subscription agreement. Sections that by their nature should survive termination (including Sections 8, 10, 11, 12, and 14) will survive.
14. General Provisions
14.1 Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.
14.2 Dispute Resolution
Any dispute arising from these Terms shall first be subject to good-faith negotiation between the parties. If unresolved within thirty (30) days, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in a court of competent jurisdiction.
14.3 Modifications
Clearvara may update these Terms from time to time. We will notify Covered Providers of material changes via the portal or email at least thirty (30) days before they take effect. Continued use of the Services after the effective date of changes constitutes acceptance.
14.4 Severability
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.
14.5 Entire Agreement
These Terms, together with the applicable subscription agreement, BAA, and Privacy Policy, constitute the entire agreement between the parties regarding the Services.
15. Contact Us
If you have questions about these Terms, contact us at:
VCC Innovations, Inc.
Email: legal@clearvara.com