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ClearPath Professional Services LLC

TERMS OF SERVICE

ClearPath Provider Documentation Platform

Effective Date: June 1, 2026

1. Acceptance of Terms

By creating an account, accessing, or using the ClearPath platform and related services (the "Service"), you ("User" or "Provider") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not use the Service. Your continued use of the Service following any modification to these Terms constitutes acceptance of the updated Terms.

These Terms constitute a legally binding agreement between you and ClearPath Professional Services LLC, an Ohio limited liability company ("ClearPath," "we," "our," or "us").

2. Description of Service

ClearPath is a software-as-a-service (SaaS) platform designed to assist independent providers, agencies, and related professionals in the developmental disabilities services sector with documentation, recordkeeping, compliance tracking, scheduling, and related administrative functions.

ClearPath is NOT a medical provider, legal advisor, accountant, compliance officer, or government agency. Nothing in the Service constitutes legal, medical, financial, tax, or regulatory compliance advice.

3. Eligibility and Account Registration

To use the Service, you must:

• Be at least 18 years of age
• Be a licensed, certified, or otherwise authorized provider of developmental disabilities services, or an administrative professional acting on behalf of such a provider
• Provide accurate, complete, and current registration information
• Maintain the confidentiality of your account credentials
• Notify ClearPath immediately of any unauthorized access to your account

You are solely responsible for all activity that occurs under your account.

4. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You expressly agree NOT to:

• Enter, store, or transmit any Protected Health Information (PHI) or personally identifiable information of clients until you have executed a valid Business Associate Agreement (BAA) with ClearPath
• Upload or transmit data you do not have legal authority to manage or disclose
• Attempt to gain unauthorized access to other users' accounts or data
• Reverse engineer, decompile, or otherwise attempt to derive source code from the Service
• Resell, sublicense, or redistribute the Service without written authorization from ClearPath
• Use the Service in violation of HIPAA, 42 CFR Part 2, or the Ohio Administrative Code provisions governing the state or federal program under which you provide services
• Introduce malware, viruses, or any harmful code into the Service
• Misrepresent your identity, credentials, or authorization to use the Service

Violation of this Acceptable Use Policy is grounds for immediate account termination without refund.

5. Protected Health Information and HIPAA Compliance

CRITICAL NOTICE REGARDING PHI: The entry of Protected Health Information (PHI) as defined under 45 CFR § 160.103 is STRICTLY PROHIBITED until a fully executed Business Associate Agreement (BAA) between you and ClearPath is in place.

You acknowledge and agree that:

• You, as the provider, are a Covered Entity under HIPAA and bear sole responsibility for your HIPAA compliance obligations
• ClearPath acts as your Business Associate only upon execution of a separate BAA
• Prior to BAA execution, you must use only test, synthetic, or de-identified data
• ClearPath implements commercially reasonable safeguards but makes no guarantee of absolute security
• You are solely responsible for any regulatory penalties arising from unauthorized entry of PHI prior to BAA execution

To request a Business Associate Agreement, contact us at: clearpathapp@clearpathprovider.com with the subject line "BAA Request – ClearPath." ClearPath will respond within five (5) business days.

6. Data Ownership and License

You retain full ownership of all data, records, and content you upload or create within the Service ("User Content").

By uploading User Content, you grant ClearPath a limited, non-exclusive, worldwide, royalty-free license to store, process, transmit, backup, and display your User Content solely for the purpose of providing and improving the Service. This license terminates upon account closure, subject to the data retention provisions below.

ClearPath will not sell, rent, or share your User Content with third parties except as required to provide the Service, comply with applicable law, or as described in our Privacy Policy.

7. Data Retention and Account Closure

Upon cancellation or termination of your account:

• Your data will remain accessible for 30 days following the effective date of termination to allow for export
• After 30 days, ClearPath will permanently delete your data from active systems
• Backup copies may persist for up to 90 days in automated backup systems
• You are solely responsible for exporting your data prior to account closure

You, as the provider, remain responsible for meeting any record-retention requirements imposed by Medicaid, Ohio DODD, or other regulatory authorities. ClearPath is not the custodian of record for your regulatory retention obligations.

8. Subscription, Billing, and Payment

PLATFORM ACCESS MODEL: The ClearPath iOS and iPadOS application is available as a free download from the Apple App Store. Subscriptions are purchased exclusively through the ClearPath website (clear-path-app.vercel.app). ClearPath does not offer in-app purchases through Apple's payment system. To access the Service, you must create and maintain an active subscription on the ClearPath website, then sign in to the iOS app using your account credentials.

SUBSCRIPTION PLANS:

• Solo Plan — $19.99/month: Full platform access for individual independent providers
• Mileage Tracking — $9.99/month: Optional add-on for mileage and trip records, billed separately from and in addition to the Solo Plan

BILLING TERMS:

• Subscriptions renew automatically at the end of each billing cycle unless cancelled
• You may cancel your subscription at any time through your account settings on the ClearPath website
• Cancellation takes effect at the end of the current billing period; you retain access through that date
• First-time subscribers may request a full refund within seven (7) days of their initial purchase. After this period, fees for that billing cycle are non-refundable
• Subscription renewals are non-refundable. Cancel before renewal if you do not wish to continue
• ClearPath reserves the right to modify pricing upon 30 days written notice to your registered email address

Continued use after a price change takes effect constitutes acceptance of the new pricing.

9. No Professional Advice

The Service is provided for administrative and recordkeeping purposes only. Nothing within the Service constitutes legal, medical, financial, tax, or regulatory compliance advice. You are solely responsible for all decisions made based on information stored or generated within the platform.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEARPATH EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLEARPATH LLC, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

IN NO EVENT SHALL CLEARPATH'S TOTAL CUMULATIVE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO CLEARPATH IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Notwithstanding the foregoing, the limitation of liability cap set forth in this Section shall NOT apply to: (a) damages arising from a breach of ClearPath's obligations under a fully executed Business Associate Agreement (BAA) related to unauthorized use or disclosure of Protected Health Information (PHI) in violation of HIPAA or the HITECH Act; or (b) damages caused by ClearPath's gross negligence or willful misconduct.

12. Indemnification

You agree to defend, indemnify, and hold harmless ClearPath Professional Services LLC and its members, managers, officers, employees, and agents from and against any claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or connected with:

• Your use of or access to the Service
• Your violation of these Terms or any applicable law, including HIPAA
• Your unauthorized entry of PHI prior to execution of a BAA
• Any content you upload, store, or transmit through the Service

ClearPath shall indemnify, defend, and hold harmless you and your officers, employees, and agents from and against any third-party claims, regulatory fines, penalties, breach-notification costs, and reasonable attorneys' fees arising directly from: (a) ClearPath's breach of a fully executed Business Associate Agreement or the HIPAA Rules with respect to PHI; or (b) ClearPath's negligent or wrongful handling of PHI. This obligation does not apply to claims arising from your own misuse of the platform or unauthorized entry of PHI prior to BAA execution.

13. Force Majeure

ClearPath shall not be liable for any failure or delay in performance arising from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, government action, internet or telecommunications failures, third-party service outages (including Supabase or Vercel), power failures, or cyberattacks.

14. Account Suspension and Termination

ClearPath reserves the right to suspend or terminate your account immediately and without prior notice for:

• Violation of these Terms or the Acceptable Use Policy
• Non-payment of subscription fees
• Suspected illegal activity or fraudulent use
• Unauthorized entry of PHI in violation of Section 5

Upon termination, your right to access the Service ceases immediately. Data export provisions in Section 7 apply.

15. Intellectual Property

The ClearPath name, logo, software, platform design, user interface, code, and all related materials ("ClearPath IP") are the exclusive property of ClearPath Professional Services LLC and are protected by United States copyright, trademark, and trade secret law.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes. Any feedback or suggestions you provide may be used by ClearPath without restriction or compensation.

16. Modifications to the Service and Terms

ClearPath reserves the right to modify, suspend, or discontinue any aspect of the Service at any time. For material changes to these Terms, ClearPath will provide at least 30 days' notice via email to your registered address. Continued use following the effective date of updated Terms constitutes acceptance.

17. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of Ohio, without regard to conflict of law provisions. Any dispute arising from these Terms shall be resolved exclusively in the state or federal courts located in Ohio.

BEFORE INITIATING ANY LEGAL ACTION, you agree to first contact ClearPath in writing and allow 30 days for good-faith resolution.

18. Ohio Consumer Sales Practices Act

To the extent ClearPath's services constitute a "consumer transaction" under the Ohio Consumer Sales Practices Act (Ohio Rev. Code § 1345.01 et seq.), ClearPath agrees to comply with its obligations thereunder. ClearPath will not engage in unfair, deceptive, or unconscionable acts or practices in connection with the Service. Ohio residents who believe ClearPath has violated the CSPA may file a complaint with the Ohio Attorney General's Consumer Protection Section at www.ohioattorneygeneral.gov.

19. Severability and Entire Agreement

If any provision of these Terms is found unenforceable, that provision shall be limited to the minimum extent necessary and the remaining provisions shall remain in full force. These Terms, together with the Privacy Policy and any executed BAA, constitute the entire agreement between you and ClearPath.

20. Contact Information

For questions regarding these Terms of Service:

ClearPath Professional Services LLC
38063 Zuspan Rd.
Middleport, OH 45760
Email: clearpathapp@clearpathprovider.com
Phone: 740-416-8782

For legal notices, email the address above with subject line: "Legal Notice – ClearPath Terms of Service."

For BAA requests, email with subject line: "BAA Request – ClearPath."