ClarityACP LLC — Legal

Terms of Service

Master Terms of Service and End User License Agreement

Effective Date: September 19, 2026 | Version 2026-09-19

PLEASE READ CAREFULLY. ClarityACP is not a law firm, not a medical practice, and not a substitute for an attorney or your own clinician. We make government-published forms and processes easier to read and complete. You decide what to enter, you review the result, and you are responsible for signing it correctly. Section 3 sets out your responsibilities. Section 17 contains a binding arbitration clause and class action waiver that affect your legal rights; you may opt out within 30 days (Section 17.6).

1. Who We Are and What the Services Are (and Are Not)

1.1 Our Role

ClarityACP LLC (“ClarityACP,” “we,” “us,” or “our”) is a technology company. We take forms, procedures, and information that state and federal governments and other public bodies have already made available, and present them in a more understandable, step-by-step format. We are an enabler and facilitator. We supplement the traditional process; we do not replace it.

1.2 What We Are Not

Not a law firm. ClarityACP does not practice law, is not licensed to practice law in any jurisdiction, and does not provide legal advice, legal opinions, or legal representation. Nothing in the Services creates an attorney-client relationship.
Not a medical provider. ClarityACP does not practice medicine or nursing, and does not diagnose, treat, or provide medical advice. Where a licensed clinician (a “Provider”) is made available through the Services, the clinical relationship is between you and that Provider, who is an independent professional and not our employee (see Section 6).
Not a government agency, notary, or witness. We are not affiliated with any state or federal agency, and we do not act as a notary, witness, or filing agent.
Not a guarantor. We do not promise that any document will be accepted, honored, or enforced by any person, facility, court, or agency, or that it will achieve any particular outcome.

1.3 Definitions

“Services” means the ClarityACP website, applications, browser extension, and all related tools, including Directive, Casenote, Lighthouse, CompanionMap, and Scout AI.
“Directive” means ClarityACP’s guided tool for preparing an advance directive or related health care document for your review and execution.
“Casenote” means our telehealth interface, secure chat, and clinical documentation engine.
“Lighthouse” means our on-device (edge) framework for clinical quality assessment.
“CompanionMap” means our geographic and talent pipeline portal for clinicians.
“Scout AI” means our automated tool for evaluating and prioritizing prospective and active Providers.
“Health System Partner” means a hospital, FQHC, or other healthcare entity that contracts with ClarityACP.
“Distribution Partner” means a facility or organization enrolled in our partner program under Section 7.
“Content” means all text, summaries, explanations, prompts, templates, examples, and other material presented through the Services.

2. Acceptance, Eligibility, and Electronic Agreement

2.1 Acceptance

By clicking to accept, checking a box, signing in, or otherwise accessing or using the Services, you enter into a binding agreement with ClarityACP on these Terms and acknowledge our Privacy Policy. If you do not agree, do not use the Services. If you use the Services on behalf of an organization, you represent that you have authority to bind it.

2.2 Eligibility and Capacity

You must be at least 18 years old and have the legal capacity to enter into contracts and, if you use Directive, to make the health care decisions you record. If you are helping someone else, you must have proper legal authority and must ensure that the person whose decisions are being recorded understands and personally makes them. We do not verify identity, age, capacity, authority, or residency, and we are not responsible for a document prepared by or for someone who lacked capacity or acted under undue influence.

2.3 Where the Services Are Offered

Directive supports only the states shown in the tool at the time you use it. The availability of a state does not mean the resulting document will satisfy the laws of any other state, or of any facility policy. Laws differ by state and change over time.

2.4 Providers

Providers must submit valid professional credentials. By applying, prospective Providers consent to evaluation using Scout AI (see Section 10), primary-source credentialing, and execution of a separate Independent Contractor Agreement. Nothing here creates an employment relationship or a right to be admitted to or remain in the network.

2.5 Accounts

You are responsible for all activity under your credentials, links, codes, and devices, and for keeping them confidential. Notify us promptly of any suspected unauthorized use. You are liable for unauthorized use resulting from your failure to safeguard them, to the extent permitted by law.

3. You Are an Active Participant: Your Responsibilities

The Services help you understand and prepare. They do not decide for you. You remain responsible for every choice, entry, and signature. You are encouraged to review your document with your own attorney, physician, and family before you sign.

3.1 Read the Source Material

Our Content explains public forms in plainer language. Plain-language explanations are summaries and are necessarily less complete than the underlying law or form. Where the official form, statute, or instructions differ from our explanation, the official source controls. You agree to read the full text of the document you are creating and any official instructions available for your state.

3.2 Provide Accurate Information and Make Your Own Decisions

You are solely responsible for the accuracy and completeness of everything you enter, for choosing your agent(s) and successors, and for each health care preference you record. Answers you select reflect your decisions. We do not recommend particular choices, and examples or defaults are illustrations only.

3.3 Preview and Review Before You Sign

Before you sign, you must preview the complete final document, confirm that it accurately reflects your wishes, and correct any errors. By downloading, printing, sharing, or signing a document, you confirm that you have reviewed it in full and that it is what you intend. We are not responsible for errors, omissions, or unintended results that you could have identified by reviewing the document.

3.4 Consider Independent Advice

You are welcome, and encouraged, to share any document or Content with your own attorney, physician, or other advisor before authorizing or signing it. You should do so if your circumstances are complex, if you have questions about the effect of any provision, if you own property or have family circumstances that may affect your decisions, or if your state’s requirements are unclear to you. Choosing not to obtain such advice is your own decision and at your own risk.

3.5 Execute the Document Correctly

A document may be invalid or unenforceable if it is not signed, witnessed, notarized, dated, or delivered in the manner your state requires. You are solely responsible for (a) learning and satisfying those requirements; (b) selecting eligible witnesses and/or a notary; (c) confirming that everyone who signs is present, competent, and eligible as your state requires; and (d) signing in the required manner. Any signing requirements, witness criteria, or checklists shown by the Services are general guidance only, may be incomplete or out of date, and are not a legal determination that you have complied.

3.6 Electronic Signature Features

Where the Services allow signatures or witness attestations to be captured electronically, we provide that as a convenience only. We do not verify the identity, presence, capacity, or eligibility of any signer or witness, and we make no representation that an electronic signature will be accepted for any document in any state or by any facility. If you have any doubt, print the document and sign it in ink in the manner your state requires.

3.7 Distribute, Store, Update, and Revoke

You are responsible for giving copies to your agent(s), family, physicians, and facilities; for keeping originals safe; for confirming that your wishes are known and followed; for reviewing your document periodically; and for updating or revoking it whenever your wishes, health, relationships, residence, or the law change. We are not responsible for a lost, outdated, unavailable, or undelivered document.

3.8 Moving or Receiving Care in Another State

A document prepared for one state may not be honored in another. If you move, travel, or receive care elsewhere, you are responsible for confirming whether your document remains effective and for preparing a new one if needed.

3.9 No Reliance

You acknowledge that you are not relying on ClarityACP, its Content, its personnel, or any Distribution Partner or Health System Partner for legal or medical advice; that you have had the opportunity to consult your own counsel before agreeing to these Terms and before using the Services; and that you use the Services voluntarily and at your own risk.

3.10 Burden and Responsibility

As between you and ClarityACP, you bear responsibility for the choices you make, the information you supply, your decision to rely on any Content or output, and the execution and use of any document. In any dispute, you bear the burden of establishing that you complied with your responsibilities under this Section and that any loss you claim was caused by ClarityACP’s breach of these Terms and not by your own act, omission, or decision or by a third party.

4. Content, Plain-Language Explanations, and Third-Party Sources

4.1 Educational and Informational Purpose

Content is provided for general educational and informational purposes. It is not legal, medical, financial, or tax advice, does not address your particular circumstances, and may not reflect the most recent legal or clinical developments.

4.2 Government and Third-Party Materials

Directive is built on forms, statutes, and instructions published by state governments and other third parties. We do not author those materials, we do not control them, and we do not warrant that they are current, complete, or error-free, or that a state will not change its form or requirements without notice. We make reasonable efforts to keep our tool aligned with the sources but are not obligated to monitor every change. Third-party links or resources are provided for convenience; we do not endorse them and are not responsible for them.

4.3 Simplification

Simplifying complex material means some nuance is omitted. Illustrative examples, tooltips, videos, and summaries are aids to understanding, not statements of what the law requires or of how any court, agency, or provider will interpret your document.

5. Scope of Clinical Services and Billing

5.1 Advance Care Planning Only

Provider-facilitated sessions through Casenote concern advance care planning and the documentation of your wishes. They do not include primary care, diagnosis, laboratory orders, or prescribing through the Services.

5.2 Emergencies

THE SERVICES ARE NOT AN EMERGENCY RESPONSE SYSTEM AND ARE NOT MONITORED FOR EMERGENCIES. IN A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST EMERGENCY DEPARTMENT. IF YOU ARE IN CRISIS, CALL OR TEXT 988.

5.3 Billing and Coding

Documentation generated through Casenote is designed to support applicable CMS documentation standards (for example, CPT 99497 and 99498), but Health System Partners are solely responsible for accurate coding, claim submission, medical necessity determinations, and compliance with payer requirements. We do not guarantee coverage, reimbursement, or payer acceptance.

6. Independent Providers

Providers are independent contractors, not employees, partners, or agents of ClarityACP. Providers exercise their own independent professional judgment, hold their own licenses, and are solely responsible for the clinical care and advice they deliver and for their own professional liability coverage. ClarityACP does not control the manner or means of their clinical decisions and is not responsible for them. Any telehealth consent or clinical agreement you enter into is with the Provider (or the applicable Health System Partner) and is separate from these Terms.

7. Partner Program Terms (Distribution Partners and Health System Partners)

7.1 Program Description

Skilled nursing facilities, hospice agencies, elder-care facilities, hospitals, and similar organizations may enroll as a Distribution Partner to offer free access to Directive to their patients or residents through a unique outreach link. Enrollment carries no equity stake, referral fee, or setup cost to the Distribution Partner.

7.2 Independence and Voluntariness

Distribution Partners and Health System Partners are independent organizations, not agents, employees, or representatives of ClarityACP, and have no authority to make statements or commitments on our behalf. Partners must ensure that any patient or resident’s use of Directive is voluntary; that no one is required, pressured, or induced to complete a directive as a condition of admission, care, or services; and that individuals are told they may seek independent advice. Partners are solely responsible for their own compliance with laws governing advance directives, patient rights, and patient-inducement and anti-kickback rules.

7.3 Aggregate Data Use

I agree that ClarityACP may use de-identified, aggregate data from our organization's outreach and completion activity (e.g. link engagement and completion rates) for research, benchmarking, and program improvement, and to support conversations with health plans covering our patients. No individually identifiable patient information will be shared without separate authorization.

7.4 No Individual Patient Data Shared

No individually identifiable patient information is shared with a Distribution Partner beyond what is needed to deliver the Services themselves. Aggregate reporting, where offered, will not include information that could reasonably identify a specific patient or resident.

7.5 Termination of the Program

Either ClarityACP or the Distribution Partner may end the partnership at any time. On termination, the Distribution Partner’s outreach link is deactivated and no further data is collected through it.

7.6 Regulatory Incorporation

For Health System Partners, an executed Business Associate Agreement (“BAA”) is incorporated by reference for matters concerning Protected Health Information. If these Terms and a BAA conflict regarding PHI, the BAA governs; in all other respects, these Terms and any signed master services agreement govern in the order stated in that agreement.

8. Acceptable Use

You agree not to:

submit false, fraudulent, upcoded, or medically unnecessary claims, or otherwise violate the federal False Claims Act, Anti-Kickback Statute, or similar laws;
enter information about another person without proper authority, forge or misrepresent any signature or witness attestation, or use the Services to pressure, mislead, or exploit another person;
reverse engineer, decompile, scrape, or attempt to extract source code, models, templates, or Content, or use the Services to build a competing product;
upload malicious code or unlawful material, or interfere with the security or operation of the Services;
violate HIPAA or other applicable privacy or health laws, or attempt to access data that is not yours; or
use the Services in any way that violates applicable law or these Terms.

9. Intellectual Property and Your Content

9.1 Our Property

The Services, the Content we author, our software, templates, algorithms, look and feel, and trademarks are owned by ClarityACP LLC or its licensors and are protected by law. Government-published forms and public-domain materials remain what they are; our arrangement, presentation, and explanations are ours. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Services for their intended purpose and to download and use the documents you generate for your personal use.

9.2 Your Content

You retain ownership of what you submit. You grant ClarityACP a limited, non-exclusive, worldwide, royalty-free license to host, process, encrypt, analyze, transmit, and store your submissions to operate, secure, and improve the Services, to provide the Services to you, and as described in our Privacy Policy. You represent that you have the right to submit it.

9.3 Feedback

If you send us suggestions or feedback, we may use them without restriction or compensation.

10. Automated Tools and Artificial Intelligence

The Services may use automated tools, including artificial intelligence and statistical scoring. Automated outputs can be inaccurate, incomplete, or biased, and are provided to assist human decision-making, not to replace it. Scout AI outputs are one input into a human-reviewed vetting process and do not by themselves determine admission to the network. You must independently review any automated output before relying on it. Prospective Providers may request human review as described in our Privacy Policy.

11. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, LEGAL SUFFICIENCY, NON-INFRINGEMENT, AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY DOCUMENT WILL BE VALID, ENFORCEABLE, OR ACCEPTED IN ANY JURISDICTION OR BY ANY PERSON OR FACILITY; OR THAT ANY CONTENT IS CURRENT OR APPLIES TO YOUR SITUATION. NO ADVICE OR INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) CLARITYACP AND ITS OWNERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THEIR POSSIBILITY; (B) WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR ANY LOSS ARISING FROM (I) YOUR ERRORS, OMISSIONS, OR DECISIONS, OR YOUR FAILURE TO REVIEW A DOCUMENT OR OBTAIN INDEPENDENT ADVICE; (II) DEFECTIVE, INCOMPLETE, OR IMPROPER SIGNING, WITNESSING, NOTARIZATION, OR DELIVERY; (III) ANY PERSON’S OR FACILITY’S REFUSAL OR FAILURE TO HONOR OR FOLLOW A DOCUMENT; (IV) CHANGES IN LAW OR IN GOVERNMENT FORMS; (V) A DOCUMENT’S USE IN A STATE FOR WHICH IT WAS NOT PREPARED; (VI) THE ACTS OR OMISSIONS OF ANY PROVIDER, PARTNER, AGENT, WITNESS, NOTARY, OR OTHER THIRD PARTY; OR (VII) UNAVAILABILITY OF THE SERVICES; AND (C) OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (I) THE AMOUNTS YOU PAID TO CLARITYACP FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE, OR (II) ONE HUNDRED U.S. DOLLARS ($100).

The Services are offered to many users at little or no charge; the limitations in Sections 11 and 12 are a fundamental basis of that bargain and reflect a reasonable allocation of risk. Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you; in that case our liability is limited to the fullest extent the law allows. Nothing in these Terms limits liability that cannot lawfully be limited, including liability for fraud or willful misconduct, or waives any non-waivable right you have under applicable law.

13. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless ClarityACP and its owners, managers, officers, employees, contractors, and affiliates from and against any claims, liabilities, damages, fines, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your breach of these Terms; (ii) information you submit, or documents you prepare, sign, or distribute using the Services, including claims by a third party (such as a family member, agent, or facility) relating to their contents or execution; (iii) your violation of law or of any third party’s rights; (iv) if you are a Provider, clinical services you render or fail to render; or (v) if you are a Health System Partner or Distribution Partner, your billing, coding, patient communications, or compliance obligations. We may assume control of the defense of any matter at our expense, and you may not settle a matter that imposes obligations on us without our written consent.

14. Suspension and Termination

We may suspend, restrict, or terminate access at any time, with or without notice, including for breach, suspected fraud or misuse, security or legal risk, or discontinuation of a feature or state. You may stop using the Services at any time. Termination does not affect documents you have already downloaded, which remain your responsibility. Sections 3, 4, 9.1, and 10 through 20, and any other provisions that by their nature should survive, survive termination.

15. Governing Law

These Terms and any dispute arising from them or the Services are governed by the laws of the State of Missouri, without regard to conflict-of-laws principles, and by the Federal Arbitration Act for Section 17, except where federal healthcare law preempts. Nothing in this Section deprives a consumer of mandatory protections of the law of the state where the consumer resides that cannot be waived by contract.

16. Electronic Communications and Notices

You consent to receive notices, disclosures, and communications from us electronically, including by email, text message (where you have provided your number and, where required, separate consent), in-app messages, or postings on our site, and agree that they satisfy any legal requirement that communications be in writing. Message and data rates may apply; you may opt out of non-essential texts by replying STOP. Legal notices to us must be sent to legal@clarityacp.com.

17. Dispute Resolution, Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY.

17.1 Informal Resolution First

Before starting any formal proceeding, you and ClarityACP each agree to send a written notice of the dispute describing the claim and the relief sought and to negotiate in good faith for thirty (30) days. Send notices to legal@clarityacp.com (and, for us, to your email or address on file).

17.2 Binding Arbitration

Except as stated in Section 17.5, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your use of them, whether in contract, tort, statute, or otherwise, and including the scope and enforceability of this Section, will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”). The AAA Consumer Arbitration Rules apply where you are an individual using the Services for personal purposes; otherwise the AAA Commercial Arbitration Rules apply. Arbitration may be conducted by video or written submission, or in person in the county of your residence or in St. Louis, Missouri, as the arbitrator determines. The arbitrator (not a court) decides all threshold questions, including arbitrability, except that a court decides the enforceability of Section 17.3. Judgment on the award may be entered in any court of competent jurisdiction. Where the AAA rules provide for it, we will pay filing and arbitrator fees beyond what you would pay to file in court, except where the arbitrator finds a claim frivolous or brought for an improper purpose.

17.3 Class Action and Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A CLAIM, THAT CLAIM (AND ONLY THAT CLAIM) MUST BE LITIGATED IN COURT, AND, IN THAT EVENT, YOU AND CLARITYACP EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL.

17.4 Mass Filings

If twenty-five (25) or more similar claims are filed by or with the coordination of the same counsel or group, the AAA will administer them in staggered batches of no more than ten (10) at a time, and filing and other fees will be due only as each batch begins. A court may enforce this provision.

17.5 Exceptions

Either party may (a) bring an individual claim in small-claims court if it qualifies; (b) seek temporary or injunctive relief in court to protect intellectual property or confidential information; and (c) report concerns to any government agency, which this Section does not restrict. Section 17 does not apply to claims that cannot lawfully be subject to pre-dispute arbitration.

17.6 Right to Opt Out

You may opt out of Sections 17.2 through 17.4 by emailing legal@clarityacp.com within thirty (30) days after you first accept these Terms, stating your name, the contact information you used with the Services, and that you opt out of arbitration. Opting out does not affect any other part of these Terms.

17.7 Time to Bring Claims

To the extent permitted by law, any claim arising out of or relating to the Services or these Terms must be filed within one (1) year after it accrues; otherwise it is permanently barred.

17.8 Venue for Court Proceedings

For any dispute that is permitted or required to proceed in court, you and ClarityACP submit to the exclusive jurisdiction of the state and federal courts located in St. Louis County or the City of St. Louis, Missouri, except where applicable law requires otherwise.

18. Changes to the Services and to These Terms

We may modify the Services at any time. We may update these Terms from time to time. For material changes we will give at least thirty (30) days’ notice by email, in-app, or by posting on our site, except that changes required by law or to address security or fraud may take effect immediately. Continued use after the effective date is your acceptance of the revised Terms. If you do not agree, you must stop using the Services. Changes apply prospectively and do not revive claims already released or waived, and do not alter the version of the Terms that applied to a dispute that arose before the change.

19. Force Majeure

We are not liable for any failure or delay caused by events beyond our reasonable control, including natural disasters, public-health emergencies, war, terrorism, labor disputes, government action, utility or internet failures, third-party or cloud-provider outages, or cyberattacks despite reasonable safeguards.

20. General

Entire agreement. These Terms, the Privacy Policy, and any signed agreement with you (such as a BAA, master services agreement, or Independent Contractor Agreement) are the entire agreement on their subject and supersede prior understandings. If they conflict, the signed agreement controls for its subject matter.
Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest remains in effect.
No waiver. Our failure to enforce a provision is not a waiver of it.
Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, financing, or sale of assets, or otherwise.
Relationship. No partnership, joint venture, agency, fiduciary, or employment relationship is created. There are no third-party beneficiaries, except that ClarityACP’s affiliates and personnel may enforce Sections 11 through 13.
Interpretation. Headings are for convenience. “Including” means “including without limitation.” These Terms will not be construed against either party as drafter. You acknowledge that you have read and understood them and had the opportunity to consult counsel.
Export and legal compliance. You will comply with laws applicable to your use of the Services.

ClarityACP LLC
Attn: Legal Department
legal@clarityacp.com