Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and MedAuxilium LLC ("MedAuxilium," "we," "us," or "our"), governing your access to and use of the website medauxilium.net and all related products, services, and platforms, including but not limited to ClaraCare OS, Facility Hackers, and GovStreamApp.com (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access or use our Services. These Terms apply to all visitors, users, and others who access or use the Services.

2. Eligibility

You must be at least 18 years of age to use our Services. By using our Services, you represent and warrant that you are at least 18 years old, have the legal capacity to enter into these Terms, and are not prohibited from using the Services under any applicable law. If you are using the Services on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms.

3. Description of Services

MedAuxilium LLC develops and operates technology platforms including:

• ClaraCare OS: An AI-powered care management platform designed for Residential Care Facilities for the Elderly (RCFE) and healthcare operations.
• Facility Hackers: A consulting and technology service focused on facility management optimization.
• GovStreamApp.com: A platform for government contracting, SAM registration, and procurement assistance.

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time without prior notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

4. User Accounts

To access certain features of our Services, you may be required to create an account. When you create an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

We reserve the right to suspend or terminate your account at our sole discretion, without notice, for conduct that we determine violates these Terms or is harmful to other users, us, or third parties, or for any other reason.

5. Acceptable Use Policy

You agree not to use the Services to:

• Violate any applicable federal, state, local, or international law or regulation
• Infringe upon the intellectual property rights of others
• Transmit any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Impersonate any person or entity, or falsely state or misrepresent your affiliation
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Attempt to gain unauthorized access to any portion of the Services or any other systems or networks
• Use any robot, spider, scraper, or other automated means to access the Services
• Introduce viruses, trojans, worms, or other malicious code
• Collect or store personal data about other users without their consent
• Use the Services for any purpose that is unlawful or prohibited by these Terms

6. Intellectual Property Rights

The Services and their entire contents, features, and functionality (including but not limited to all information, software, code, text, displays, images, video, audio, design, selection, and arrangement thereof) are owned by MedAuxilium LLC, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The MedAuxilium name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of MedAuxilium LLC. You must not use such marks without our prior written permission. ClaraCare OS, Facility Hackers, and GovStreamApp are trademarks of MedAuxilium LLC.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes, subject to these Terms. This license does not include the right to modify, reproduce, distribute, create derivative works of, publicly display, or commercially exploit any content or materials available through the Services.

7. User Content

You may submit, upload, or transmit content through our Services ("User Content"). You retain ownership of your User Content. However, by submitting User Content, you grant MedAuxilium a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, and display such User Content solely for the purpose of providing and improving the Services.

You represent and warrant that you own or have the necessary rights to submit User Content and that your User Content does not violate any third party's rights or any applicable law.

8. Payment Terms

Certain Services may require payment of fees. You agree to pay all fees associated with your use of paid Services. All fees are non-refundable unless otherwise stated in a separate written agreement.

• Fees are billed in advance on a monthly or annual basis, as applicable
• We reserve the right to change our fees upon 30 days' notice
• Failure to pay may result in suspension or termination of your access
• You are responsible for all taxes associated with your use of the Services

9. Healthcare-Specific Terms

For users of ClaraCare OS and related healthcare services:

• Not Medical Advice: Our Services provide operational and administrative tools. Nothing in our Services constitutes medical advice, diagnosis, or treatment. Always seek the advice of qualified healthcare providers.
• HIPAA Compliance: If you are a Covered Entity under HIPAA, your use of ClaraCare OS is subject to a Business Associate Agreement (BAA) executed between you and MedAuxilium.
• Regulatory Compliance: You are responsible for ensuring your use of our Services complies with all applicable healthcare regulations, including state licensing requirements.
• Data Accuracy: You are responsible for the accuracy of all data entered into the system. MedAuxilium is not liable for decisions made based on inaccurate data input.

10. Government Contracting Terms

For users of GovStreamApp.com:

• No Guarantee of Awards: Use of our platform does not guarantee the award of any government contract or grant.
• Accuracy of Submissions: You are solely responsible for the accuracy and completeness of all information submitted through the platform.
• Compliance: You agree to comply with all applicable federal, state, and local procurement regulations, including FAR, DFARS, and applicable small business regulations.
• SAM Registration: MedAuxilium assists with SAM.gov registration but does not guarantee approval or maintenance of your registration status.

11. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

MEDAUXILIUM LLC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MEDAUXILIUM LLC, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES
• ANY CONTENT OBTAINED FROM THE SERVICES
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

Our total liability to you for all claims arising out of or relating to these Terms or the Services shall not exceed the amount you paid to us in the twelve (12) months preceding the event giving rise to the claim, or one hundred dollars ($100), whichever is greater.

13. Indemnification

You agree to defend, indemnify, and hold harmless MedAuxilium LLC and its officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.

14. Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

14.2 Arbitration

Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted in the State of California. The arbitrator's decision shall be final and binding.

14.3 Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any dispute to be arbitrated on a class-action basis; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

15. Termination

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease.

All provisions of these Terms which by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

16. Severability and Waiver

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

17. Entire Agreement

These Terms, together with our Privacy Policy, Cookie Policy, and any other legal notices or agreements published by us on the Services, constitute the entire agreement between you and MedAuxilium LLC regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

18. Contact Us

If you have questions about these Terms of Service, please contact us: