These Terms of Service govern your access to and use of the ClearBAA platform. By accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and "you" refers to that organization.
ClearBAA is a software-as-a-service platform that helps law firms manage HIPAA Business Associate Agreement (BAA) compliance. The platform monitors BAA coverage state, detects compliance deficiencies, and produces audit-ready documentation. ClearBAA is purpose-built for law firms that handle Protected Health Information in the course of their practice.
The Services are provided by ClearBAA LLC, a Delaware limited liability company. References in these Terms to "ClearBAA," "we," "our," or "us" mean ClearBAA LLC. References to "you," "your," or "Customer" mean the individual or organization accessing or using the Services.
The Services are intended for use by U.S. law firms and the attorneys, staff, and authorized representatives acting on a firm's behalf. You may not use the Services if you are not legally able to enter into a binding contract under the laws of your jurisdiction.
To use the Services, you must register an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us promptly at security@clearbaa.com if you become aware of any unauthorized access to or use of your account.
You are responsible for:
You agree not to:
Customer Data — including the BAA documents you upload, the metadata ClearBAA derives from them, and the audit log entries the platform produces — remains your property. You grant ClearBAA the rights necessary to host, process, and operate on Customer Data for the purpose of providing the Services to you.
To the extent ClearBAA processes Protected Health Information on your behalf, ClearBAA is your Business Associate within the meaning of HIPAA. The terms of that relationship are set forth in the ClearBAA Customer Business Associate Agreement (the "Customer BAA"), which is incorporated by reference into the agreement between us. Where these Terms and the Customer BAA address the same subject matter, the Customer BAA controls with respect to ePHI.
The processing of personal data by ClearBAA on your behalf is further governed by the ClearBAA Data Processing Agreement (the "DPA"), which is incorporated by reference. The DPA controls with respect to personal data processing matters where it conflicts with these Terms.
The Services, including the platform's software, design, documentation, and the trademarks "ClearBAA" and "CLEARBAA," are owned by ClearBAA LLC. Nothing in these Terms transfers any ownership rights to you. You receive a limited, non-exclusive, non-transferable license to access and use the Services during the term of your subscription, solely for your firm's internal business purposes.
If you provide ClearBAA with feedback, suggestions, or ideas about the Services, you grant ClearBAA a perpetual, irrevocable, royalty-free license to use that feedback to improve the Services. We will not identify you as the source of feedback in any public communication without your written consent.
"Confidential Information" means non-public information disclosed by one party to the other in connection with the Services, including business plans, pricing, technical roadmap, security practices, and Customer Data. Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information of similar sensitivity, and in no event less than a reasonable degree of care.
Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party, was rightfully in the receiving party's possession before disclosure, or was independently developed by the receiving party without reference to the disclosing party's Confidential Information.
Subscription fees, payment terms, and any usage-based charges are set forth in the order form or commercial agreement between you and ClearBAA. Unless otherwise specified, fees are payable in U.S. dollars in advance of the service period to which they relate.
Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Material non-payment is grounds for suspension of the Services after written notice and a reasonable opportunity to cure.
The agreement begins on the effective date of your subscription and continues for the term set forth in your order form. Either party may terminate the agreement for material breach by the other party that remains uncured for thirty (30) days after written notice describing the breach.
Upon termination:
The Services are provided "as is" and "as available." To the maximum extent permitted by applicable law, ClearBAA disclaims all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
ClearBAA does not warrant that the Services will be uninterrupted, error-free, or free from harmful components. ClearBAA's compliance findings are produced by a deterministic, rule-based engine operating on the Customer Data you provide. The accuracy of those findings depends on the accuracy and completeness of that data. ClearBAA is not a substitute for the professional judgment of a licensed attorney.
Not legal advice. ClearBAA is a software platform. It is not a law firm, and the Services do not constitute legal advice. The output of the platform — including compliance findings, suggested cure actions, and audit reports — is informational and is intended to support, not replace, the judgment of qualified counsel.
To the maximum extent permitted by applicable law, in no event will ClearBAA be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, arising out of or in connection with the Services or these Terms, even if ClearBAA has been advised of the possibility of such damages.
ClearBAA's aggregate liability arising out of or in connection with the Services or these Terms will not exceed the fees paid by you to ClearBAA in the twelve (12) months preceding the event giving rise to the claim. The foregoing limitations do not apply to liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, or gross negligence.
You agree to defend, indemnify, and hold harmless ClearBAA and its officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Services in violation of these Terms or applicable law; (b) Customer Data you upload that infringes a third party's rights or violates applicable law; or (c) your breach of any representation, warranty, or covenant in these Terms.
ClearBAA agrees to defend, indemnify, and hold harmless Customer from and against any third-party claim that the Services, as provided by ClearBAA and used in accordance with these Terms, infringe such third party's intellectual property rights, subject to your prompt notice of the claim and reasonable cooperation in the defense.
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or in connection with these Terms or the Services, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Before initiating litigation, the parties agree to attempt in good faith to resolve any dispute through informal negotiation between authorized representatives. If the dispute cannot be resolved within sixty (60) days of written notice of the dispute, either party may proceed to litigation as provided in this section.
ClearBAA may update these Terms from time to time. Material changes will be communicated to active customers by email to the designated contact at least thirty (30) days before the changes take effect. Continued use of the Services after a material change takes effect constitutes acceptance of the updated Terms. The effective date at the top of this page reflects the most recent update.
These Terms, together with the Customer BAA, the DPA, the Sub-Processor List, and any order form or commercial agreement between the parties, constitute the entire agreement between you and ClearBAA with respect to the Services and supersede all prior or contemporaneous understandings on the same subject.
If any provision of these Terms is held to be unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.
Neither party may assign these Terms without the other's prior written consent, except that ClearBAA may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice to you.
No waiver of any provision of these Terms is effective unless in writing and signed by the waiving party. The failure of either party to enforce any provision of these Terms is not a waiver of that party's right to do so later.
Questions about these Terms should be directed to:
ClearBAA LLC
3333 Ancar St.
Orange, TX 77630
United States
General contact: david@clearbaa.com
Security matters: security@clearbaa.com