A calmer way to run and grow your private practice

1. Scope and Privacy Roles

This Privacy Policy explains how Clara collects, uses, shares, retains, and protects Personal Information through its websites, applications, support, and related services in Canada.

For client records, the practice controls the record and Clara acts on its behalf as a service provider, processor, or agent, as applicable. The practice's Data Processing Agreement (DPA) governs that processing.

Clients should contact their practice for care questions and requests concerning their records. Clara reasonably assists the practice with privacy requests and responds directly where law requires. Practices provide their own client-facing notices and consents for the care and services they offer.

2. Information Clara Collects

The information Clara processes depends on the services used. Client records are supplied by the practice, its clients, or integrations it enables; Clara processes them on the practice's behalf. Categories include:

• Account information, such as name, email address, phone number, role, practice affiliation, login credentials, and authentication information.
• Practice and provider information, such as practice name, address, professional details, licensing information, specialties, services, availability, booking settings, profile content, public booking content, and staff permissions.
• Client and care-administration information submitted by practices, such as contact details, sessions, intake forms, consents, charting or session notes, billing details, payments, communications, documents, and related health information.
• Public and promotional content submitted through the Services, such as public profiles, booking-page content, credentials, biographies, images, service descriptions, pricing, links, and other information intended for publication.
• Billing and transaction information, such as subscription plan, invoices, payment status, taxes, usage, add-ons, and limited payment metadata from payment processors. Payment providers process card details; Clara uses limited payment metadata to manage billing.
• Communications and support information, such as messages sent to Clara, support requests, call or meeting details, and troubleshooting context. Contact support first for a secure way to share any client information needed to resolve an issue; avoid including clinical details in an ordinary support email.
• Usage, device, and log information, such as IP address, device identifiers, browser, operating system, pages viewed, feature usage, timestamps, security events, audit logs, administrator actions, import and export events, and error reports.
• Account verification and dispute information, such as evidence of account ownership, payment disputes, security reports, and information reasonably needed to address a specific complaint or legal requirement.

3. Sources of Information

Clara receives information from practices and their authorized users, clients who complete forms or booking flows, website visitors, and integrations the practice enables. Service providers also supply information needed to operate payments, communications, hosting, and security.

Practices and clients provide the content of their records. Clara provides tools and reasonable assistance for authorized users to access and correct information within their permissions.

4. How Clara Uses Information

For client records, Clara processes information to deliver the services the practice chooses: scheduling, forms, charting, billing, communications, telehealth, imports, exports, and enabled AI-assisted tasks. Clara also processes the information needed to secure, maintain, troubleshoot, and support those services, follow documented instructions, and meet legal obligations.

For account and business information, Clara manages sign-in and permissions, subscriptions, onboarding, support, service notices, security, fraud prevention, and specific account or payment disputes. Public practice information is published only through the features the practice uses for that purpose.

Clara uses service-usage and reliability information, including aggregate counts, to maintain and improve the Services, subject to section 12. Client records are not a source of advertising profiles or AI model-training data.

5. Canada Health Privacy

Clara is designed to support practices subject to Canadian privacy and health-information laws, including PIPEDA and provincial laws such as Ontario's PHIPA. Clara is responsible for the safeguards and processing obligations that apply to its role. The practice remains responsible for its care decisions, lawful collection and use of client information, and professional obligations.

In Ontario and similar health privacy regimes, Clara generally acts as the practice's agent or service provider under its instructions. The Data Processing Agreement sets out Clara's responsibilities for Canadian practices.

Other privacy and professional laws may apply to particular practices or services. Each party is responsible for the laws applicable to its activities; using software alone does not establish a practice's compliance.

6. Consent, Legal Bases, and Choice

Practices obtain and document the consent or other lawful authority needed for their client records and the features they enable, including recordings, communications, telehealth, AI assistance, and integrations.

Individuals can ask to withdraw consent or exercise applicable privacy rights as described in section 16. A request does not override legal or professional duties to retain records.

7. How Clara Discloses Information

Clara shares information with authorized practice users according to their permissions, with recipients the practice chooses for a service, and with integrations the practice enables. Public pages display information the practice chooses to publish; this does not make private client records public.

Service providers receive information needed to perform their role. Clara remains responsible for the safeguards required by applicable law and the relevant privacy agreement. Information may be shared with advisors, auditors, or insurers only where necessary for a specific business or legal matter and permitted by those requirements, with appropriate confidentiality protections.

Clara may disclose information when required by law or a valid legal process, or where applicable law authorizes a necessary disclosure to address a specific security incident or serious safety risk. A request from a third party does not itself authorize access to client records. Any disclosure remains subject to the practice's privacy agreement and applicable law and is limited to the information reasonably necessary for its lawful purpose.

If Clara is involved in a financing, merger, acquisition, or similar transaction, any permitted transfer of information remains subject to confidentiality, applicable privacy agreements, and law. A transaction does not give the recipient a new right to use client records for unrelated purposes.

Clara does not sell Personal Information or share client information for third-party advertising, including cross-context behavioural advertising.

8. Public Profiles, Booking Pages, and Published Content

Practice profiles, service descriptions, booking availability, and other content the practice chooses to publish may be visible to the public and search engines.

Practices should publish only information they are authorized to share. Copies of public content may remain in search-engine caches or other third-party systems after the practice removes it from Clara.

Practices provide their own professional and service information. Clients can confirm credentials, coverage, and suitability directly with the practice or relevant professional body.

9. Account Verification and Security

Clara may verify account ownership and authority, investigate a specific report of misuse, or request information reasonably needed to meet a legal requirement or protect the service. This may include professional documentation when relevant to that specific concern.

Clara provides practice-management software; it does not supervise clinical care or act as a professional regulator.

Any restriction of access follows the Terms. Any disclosure or retention of information follows the limits in sections 7 and 15 and the applicable privacy agreement.

10. Practice Administrators, Exports, and Account Control

Practice users access information according to their roles, permissions, and any additional record-specific restrictions. Being an administrator does not by itself give unrestricted access to every clinical note.

Practice owners manage staff access and should remove permissions when they are no longer needed. Authorized users are responsible for protecting copies they download, print, or send to systems outside Clara.

If account ownership is disputed, Clara may verify authority and temporarily restrict the affected account changes to protect the records. Clara remains bound by its privacy and confidentiality obligations while the dispute is resolved.

11. Subprocessors, Integrations, and Cross-Border Processing

Our Transparency page explains safeguards, recovery, retention, and service providers. Supabase provides the clinical database, files and authentication; Vercel hosts the application; AWS hosts video, transcription, managed email, connected-inbox services and independent backups. Canadian primary infrastructure does not mean every delivery, support or monitoring activity remains in Canada.

Microsoft Azure processes text AI in Canada East with standard abuse monitoring, including possible flagged-content retention and authorized human review. The AI receptionist uses OpenAI realtime voice separately. Stripe processes payer and transaction information internationally under its terms.

Server diagnostics use Sentry with restricted and scrubbed reporting; direct browser reporting is disabled. Diagnostic metadata can include identifiers and operational context; scrubbing is not a guarantee of anonymization. Apple and Google provide mobile notification delivery where enabled. Connected mailbox and calendar services follow the provider selected by the practice.

Clara uses service providers for functions such as hosting, storage, payments, communications, telehealth, security, support, and enabled AI features. Clara must use the contractual and other safeguards required by applicable law and remains responsible for its subprocessors as set out in the applicable agreement and law.

Primary hosting and processing by individual service providers are distinct. Clara uses Twilio for phone and messaging services, with communications data processed and stored in the US under contractual privacy and security safeguards. Twilio and telecommunications providers may also process information in other countries to deliver and support these services. Information processed outside Canada may be accessible to courts, law enforcement, or national security authorities under the laws of those countries.

Practices can contact support@startclara.com for information about material subprocessors, their roles, and relevant processing locations before choosing a service.

An integration independently selected by a practice may have its own terms. The practice should review those terms; Clara remains responsible for its own handling of information and instructions sent through the integration.

12. De-Identified and Aggregated Information

Clara may use de-identified and aggregated information to understand service reliability, usage, and product performance and to improve the Services, only where that information cannot reasonably identify a client and the use is permitted by the applicable privacy agreement and law.

13. AI and Automated Features

When a practice enables an AI-assisted feature, Clara processes the information needed for that configured task, such as transcription, summarization, drafting, or administrative assistance. The practice's privacy agreement and the feature's intended use govern that processing.

Clara does not use client information, PHI, communications, audio, transcripts, or notes to train AI models.

Practices obtain any required client consent and use clinical information only in features intended for that purpose and covered by the applicable privacy terms. Qualified users review AI-generated content before relying on it; AI does not replace professional judgment.

14. Security Safeguards

Clara uses authentication, practice- and record-level access controls, and application audit logging to protect information. Connections to Clara use TLS, and its hosting provider encrypts stored data. Scribe recordings and intermediate transcripts have additional application-level encryption. Clara also uses security monitoring and database backups.

Clara is responsible for the safeguards within its service. Practices support that protection by using individual accounts, keeping devices and credentials secure, assigning appropriate permissions, and protecting exported copies.

No online service can guarantee absolute security. Clara remains responsible for its obligations under applicable privacy law and its agreements. Questions about safeguards can be sent to support@startclara.com.

15. Retention, Export, and Deletion

Practices control their client records and may export information using the available tools during an active subscription. Clara reasonably assists with authorized requests for transfer or deletion under the applicable agreement.

Retention depends on the type of information, the practice's instructions, applicable recordkeeping duties, and legal holds. Deleting a staff login or ending a subscription does not automatically erase clinical records the practice must retain.

After termination, records remain subject to the applicable privacy agreement, lawful instructions, and applicable retention requirements. Where records must be retained, access and use remain restricted to the permitted retention purpose, security, legal compliance, and an authorized return or transfer.

Contact support@startclara.com to discuss the export and retention arrangements for your practice before closing its account.

16. Individual Privacy Rights

For access, correction, consent withdrawal, or other applicable rights concerning a client record, contact the practice providing care. Clara assists the practice with information held in its service and responds directly where legally required. For account, website, or marketing information controlled by Clara, contact support@startclara.com.

Clara may verify the requester's identity and authority before providing information or making changes. Legal exceptions, record-retention duties, and legal holds may limit a request. Where legally permitted, Clara will explain why a request cannot be fulfilled in full. Authorized representatives and applicable appeal rights are handled according to law.

17. Cookies, Analytics, and Marketing

Clara websites and applications may use cookies, local storage, pixels, analytics, and similar technologies to operate the Services, remember settings, secure sessions, understand usage, diagnose errors, and improve the product. Users may control some cookies through browser settings or preference tools where available.

Clara may send administrative messages about the Services. Clara may send marketing messages where permitted by law.

Recipients can unsubscribe from marketing emails using the link in the message or by contacting Clara. Transactional, security, billing, and service messages may continue where necessary.

18. Communications, SMS, Email, and Telehealth

Practices choose the recipients and content of communications and obtain required consent for messaging, recordings, and telehealth. Clara processes those communications to provide the selected service.

Email, SMS, and telephone services involve third-party networks and are not necessarily encrypted end to end. Practices should choose a channel appropriate to the information being shared and confirm recipient details.

Clara and the practice each remain responsible for the communications obligations that apply to their activities. Practices must respect applicable consent, unsubscribe, do-not-contact, and carrier requirements for messages they send or configure.

Clara is not an emergency service. Practices should provide clients with appropriate emergency and crisis-contact instructions.

19. Children and Minors

Clara is a business service for practices and providers. It is not directed to children for independent use.

Practices may enter information about minors where lawful and appropriate for care, billing, guardianship, consent, and recordkeeping. Practices are responsible for parental, guardian, mature minor, and substitute decision-maker requirements that apply to their practice.

20. Security Incidents and Breach Notices

Clara investigates suspected incidents affecting information in its service and takes reasonable steps to contain and address them. If Clara confirms unauthorized access to, use of, or disclosure of Personal Information, it will notify affected practices without unreasonable delay and provide available information needed for their response. Any earlier or more specific notice duty under law or an applicable agreement continues to apply.

Clara will cooperate with affected practices and make notifications to regulators or individuals when required by law.

Practices should promptly report suspected unauthorized access to Clara and address incidents involving their own staff, devices, or exported copies. These shared response duties do not reduce Clara's responsibility for its own processing or safeguards.

21. Changes to This Policy

Clara will publish updates with a new effective date and provide notice of material changes as required by law or the applicable agreement. Where a change requires consent, Clara will obtain that consent; continued use alone does not replace it.

An update to this Policy does not override a practice's DPA or other applicable privacy agreement.

22. Contact and Complaints

Privacy questions, requests, or complaints may be sent to support@startclara.com. Legal notices may be sent to the same address. If an Order Form, DPA, or signed agreement lists a different privacy or legal notice contact, that contact controls for notices under that agreement.

1. Agreement and Document Order

These Terms and Conditions ("Terms") govern the websites, software, applications, support, and related services ("Services") provided by Clara to the subscribing or using practice, organization, or individual ("Customer," "you," "your").

Creating an account, accepting an order, clicking acceptance, or using the Services confirms acceptance of these Terms.

2. Key Definitions

• "Authorized User" means an owner, administrator, Provider, contractor, biller, or staff member whom Customer permits to use the Services.
• "Client" means a client, patient, prospective client, guardian, family member, or other individual whose information is processed through the Services for Customer.
• "Customer Data" means information, files, communications, scheduling details, billing information, and other content submitted to or generated through the Services for Customer.
• "Personal Information" includes personal information, personal data, personal health information, protected health information ("PHI"), and similar information protected by Privacy Laws.
• "Privacy Laws" means privacy and health-information laws that apply to a party's activities, including PIPEDA, PHIPA, and substantially similar federal, provincial, territorial, or state laws, as applicable.
• "Provider" means a person who provides or supports professional services through Customer.

3. Privacy and Health Information

Customer controls Client records and decides why they are collected and used. In Ontario, Customer will generally be the health information custodian and Clara will act as Customer's agent or electronic service provider. Under PIPEDA and similar laws, Customer will generally be the organization responsible for Client information and Clara will process it as a service provider.

Clara will process Personal Information only to provide, secure, maintain, and support the Services; prevent fraud or misuse; and meet legal obligations. Clara will not sell Client information, use it for third-party advertising, or disclose it except as described in these Terms, the Privacy Policy, or as required by law.

Clara maintains a privacy program and safeguards designed to support Customers' obligations under Privacy Laws, including PHIPA and PIPEDA. Compliance is shared: Clara is responsible for its processing and safeguards, while Customer is responsible for its professional activities, lawful authority, notices, consents, account configuration, and use of the Services.

Clara will reasonably assist Customer with access, correction, consent withdrawal, portability, complaint, audit, and regulator requests involving Customer Data. Customer remains responsible for communicating with Clients and making decisions about the Client record.

4. Customer Data and Instructions

As between the parties, Customer retains all rights in Customer Data. Customer gives Clara the limited right to host, copy, transmit, and otherwise process Customer Data only as needed to provide, secure, maintain, and support the Services and comply with law.

Clara may use de-identified and aggregated information to understand reliability, usage, and product performance and to improve the Services, but only where that information cannot reasonably identify a Client and its use is permitted by applicable privacy agreements and law.

Customer is responsible for having lawful authority to submit Customer Data and for the accuracy of the information it enters. Clara will not access Customer Data except as needed to provide support requested by Customer, operate or secure the Services, investigate suspected misuse, or comply with law. Access is limited to authorized personnel and is subject to confidentiality obligations.

5. Security and Privacy Incidents

Clara maintains administrative and technical safeguards appropriate to the sensitivity of Customer Data. These include access controls, TLS-protected connections to Clara and hosting-provider encryption of stored data, audit logging, security monitoring, workforce confidentiality requirements, backup and recovery procedures, and steps to investigate, contain, and respond to security incidents.

Customer must use available security features, keep credentials confidential, secure its devices and networks, assign access according to job responsibilities, remove access promptly when it is no longer needed, and notify Clara promptly of suspected unauthorized access.

If Clara confirms unauthorized access to, use of, or disclosure of Customer Data, Clara will notify Customer without unreasonable delay and provide reasonably available information needed for Customer's investigation, risk assessment, notices, and remediation. Clara will take reasonable steps within its control to contain, investigate, mitigate, and remediate the incident and will cooperate with Customer's obligations under Privacy Laws.

No online service can eliminate every security risk. This statement does not reduce either party's obligations.

6. Subprocessors and Data Location

Customer authorizes Clara to use carefully selected subprocessors to provide infrastructure, communications, payments, support, security, AI, and other Service functions. Clara remains responsible for subprocessors' processing of Customer Data as required by the applicable privacy agreement and law.

Clara will assess material subprocessors and provide information about their roles and relevant processing locations on request. Clara will provide notice of material changes as required by the applicable privacy agreement or law.

Clara will provide information about primary hosting and relevant subprocessor processing locations on request so Customer can assess its requirements before using the Services. Primary hosting does not mean every service provider processes information in the same country. Clara must protect information processed across borders as required by applicable law and the relevant privacy agreement. Before changing an agreed hosting arrangement, Clara will provide any notice and obtain any consent that law or the agreement requires.

7. Retention, Export, and Deletion

Customer may export Customer Data using available tools during an active subscription. Clara will reasonably assist with authorized return or transfer requests under the applicable privacy agreement. Customer should contact support before closing its account to arrange any assistance needed and remains responsible for identifying its professional or legal record-retention requirements.

Clara retains Customer Data while the subscription is active unless Customer instructs Clara to delete particular information and deletion is permitted by law. After termination, Clara will return, retain, isolate, or delete Customer Data according to Customer's documented instructions, the Privacy Policy, applicable privacy agreements, legal holds, backup cycles, and mandatory record-retention requirements.

Where immediate deletion would conflict with a legal or professional retention duty, Clara may preserve the minimum necessary record in a restricted state and limit further processing to storage, security, legal compliance, and an authorized export or transfer. Backups are protected and removed through Clara's ordinary backup lifecycle unless law requires longer retention.

When an individual asks Clara about a Client record controlled by Customer, Clara will normally direct the individual to Customer and will reasonably assist Customer in responding.

8. AI and Automated Features

When Customer enables an AI-assisted or automated feature, Clara may process the minimum Customer Data needed to complete the configured task, such as drafting, transcribing, summarizing, or identifying follow-up work.

Clara does not use Customer Data, Client information, communications, audio, transcripts, or notes to train or fine-tune AI models.

AI outputs are drafts or operational aids. They may be incomplete or inaccurate. An Authorized User must review and approve material outputs before relying on them for a Client record, communication, billing action, or professional decision. Customer must not use an automated output as the sole basis for diagnosis, treatment, risk assessment, emergency action, mandatory reporting, or another decision that requires professional judgment.

9. Accounts and Authorized Users

Customer is responsible for choosing account owners and administrators, inviting Authorized Users, assigning permissions, and keeping its account information current. Clara may rely on instructions from a verified account owner or administrator.

Each Authorized User must use an individual account and protect their credentials. Customer is responsible for activity by its Authorized Users and must promptly remove access that is no longer authorized. If account ownership or authority is disputed, Clara may temporarily restrict changes while it verifies identity, authority, and the protection of Customer Data.

10. Professional Responsibilities

Clara provides practice-management software. Clara is not a Provider, emergency service, professional regulator, insurer, law firm, accounting firm, or tax advisor, and use of Clara does not create a provider-client relationship between Clara and a Client.

Customer remains responsible for the professional services it provides, including licensure, registration, supervision, insurance, informed consent, documentation, record retention, billing decisions, emergency procedures, mandatory reporting, professional communications, and compliance with the rules that apply to its practice.

Customer is responsible for its Client-facing privacy notices, consents, service and cancellation policies, emergency information, communications consents, and any disclosures required for AI-assisted features. Clara's templates and workflows are tools and do not replace Customer's professional judgment or legal advice.

11. Service Features and Third Parties

Clara may provide booking, forms, records, communications, phone numbers, calls, text messages, email, video, billing, payments, reports, imports, exports, and integrations. Customer is responsible for configuring these features appropriately, reviewing information before relying on it, and obtaining any consent required for messages, recordings, payments, or third-party connections.

Some features rely on third-party services such as telecommunications carriers, payment processors, email providers, video providers, and customer-selected integrations. Their availability and performance may affect the Services. Customer's optional use of an integration may also be subject to the third party's terms.

Messages and calls can be delayed, blocked, filtered, or misdirected by carriers, networks, devices, or inaccurate contact information. Customer should not rely on Clara for emergency communications. Payment processing is provided through third-party payment services; Customer remains responsible for its prices, refunds, chargebacks, taxes, receipts, and payment consents.

12. Acceptable Use

Customer and Authorized Users must use the Services lawfully and respectfully. They must not:

• submit information they do not have authority to process or use the Services in violation of Privacy Laws, professional rules, communications laws, or sanctions;
• misrepresent identity, authority, credentials, services, pricing, or practice affiliation;
• send unlawful, misleading, abusive, discriminatory, harassing, or unsolicited communications;
• introduce malware, disrupt the Services, bypass security controls, or test vulnerabilities without written permission;
• scrape, resell, sublicense, reverse engineer, or copy the Services except where mandatory law permits it; or
• use the Services or their output to build or train a competing product or model.

Clara may investigate suspected misuse and take proportionate steps to protect Clients, Customers, Clara, and the Services.

13. Subscriptions and Fees

Customer will pay the fees and applicable taxes shown at checkout or in an order form. Subscriptions are billed in advance unless the order says otherwise. Customer authorizes Clara's payment provider to charge the selected payment method and will keep billing details current.

Unless an order or law says otherwise, subscription fees are non-refundable. Clara may change pricing or plan details by giving reasonable advance notice before the change takes effect for Customer. Failure to pay may result in suspension after reasonable notice, except where immediate action is needed to prevent fraud or material risk.

14. Trials and Preview Features

Trials, demos, and preview features may be time-limited, changed, or withdrawn. Clara will identify material restrictions that differ from the paid Services. Customer should not use a demo or preview feature for regulated data unless Clara expressly permits it and the required privacy terms apply.

15. Suspension and Termination

Customer may cancel according to its order or account settings. Clara may suspend or terminate access if Customer materially breaches these Terms, does not pay amounts due, uses the Services unlawfully, creates a material security or privacy risk, or threatens the safety or integrity of Clients, Customers, Clara, or the Services.

Where practical, Clara will provide notice, explain the reason, and give a reasonable opportunity to resolve the issue before suspension. Immediate action may be necessary to protect Customer Data, comply with law, or address fraud, a serious safety risk, or an active security threat. Clara will use reasonable efforts to limit restrictions to the affected user, feature, or activity and restore access when the issue is resolved.

Suspension does not transfer ownership of Customer Data or remove Clara's confidentiality, privacy, and applicable return-of-data obligations.

Termination does not remove obligations that are intended to continue, including payment, confidentiality, privacy, intellectual property, liability, indemnity, retention, and dispute provisions.

16. Intellectual Property

Customer owns Customer Data. Clara and its licensors own the Services, software, designs, workflows, and related intellectual property. During an active subscription, Clara grants Customer a limited, non-exclusive, non-transferable right to use the Services for its internal business purposes under these Terms.

Customer may provide feedback. Clara may use that feedback without payment or restriction, provided it does not disclose Customer's confidential information or Personal Information.

18. Service Commitments and Disclaimers

Clara will provide the Services with commercially reasonable care and will maintain the privacy and security commitments stated in these Terms and applicable privacy agreements.

Except for those express commitments and warranties that cannot be excluded by law, the Services are provided "as is" and "as available." Clara does not promise uninterrupted or error-free operation, delivery by third-party networks, or that every feature will meet every professional or regulatory requirement in every jurisdiction. Customer is responsible for deciding whether the Services and its configuration meet Customer's needs.

Clara may perform maintenance and make reasonable changes to the Services. Clara will not materially reduce core paid functionality during a current subscription term without reasonable notice, except where a change is required for security, law, third-party availability, or prevention of harm.

19. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, or business interruption, even if advised that those damages were possible.

To the maximum extent permitted by law, Clara's total aggregate liability arising from the Services or these Terms will not exceed the greater of the fees Customer paid Clara during the twelve months before the event giving rise to the claim or one hundred Canadian dollars.

These limits do not apply to Customer's payment obligations, either party's fraud or wilful misconduct, or liability that cannot legally be limited. Customer remains responsible for its professional services and authorized use of the Services. Third-party involvement does not remove Clara's own obligations under these Terms.

20. Indemnification

Customer will defend Clara and its personnel against third-party claims and cover the resulting damages, legally recoverable penalties, and reasonable legal costs, to the extent caused by Customer's professional services, unauthorized processing of Customer Data, unlawful or infringing content, or material breach of the Acceptable Use section or applicable law. This obligation does not cover ordinary support requests or good-faith complaints about Clara.

Customer is not responsible under this section to the extent a claim is caused by Clara's breach of these Terms, negligence, wilful misconduct, or violation of law. Clara will promptly notify Customer of the claim, let Customer control the defense, and reasonably cooperate. Customer must obtain Clara's written consent before settling a claim in a way that admits Clara's fault or imposes an obligation on Clara.

21. Changes to These Terms

Clara may update these Terms to reflect changes in the Services, law, or business operations. Clara will provide reasonable advance notice of material changes by email, through the Services, or by another reasonable method. Changes will not retroactively reduce Clara's privacy or security obligations for Customer Data.

If Customer does not agree to a material change, Customer may cancel before it takes effect and arrange return of Customer Data under section 7 and the applicable privacy agreement. Continued use after the effective date means Customer accepts the updated Terms, except where law or an existing agreement requires separate consent.

22. General Terms

Clara may provide notices by email, through the Services, or by another reasonable electronic method. Electronic acceptance and records satisfy requirements for writing and signature where permitted by law.

Neither party may assign these Terms without the other's consent, except for a transfer to an affiliate or as part of a merger, financing, reorganization, or sale of substantially all relevant assets, if the recipient agrees to the applicable privacy and confidentiality obligations. Clara will not transfer Customer Data as part of a transaction unless it remains protected by these Terms, an applicable privacy agreement, and Privacy Laws.

Neither party is responsible for delay caused by events beyond its reasonable control, but this does not excuse payment obligations or privacy, security, and disaster-response duties that can still reasonably be performed.

If part of these Terms is unenforceable, the rest remains in effect. A waiver must be in writing and applies only to the specific instance. These Terms and the documents incorporated by reference are the complete agreement about the Services. The parties are independent contractors.

23. Governing Law and Disputes

Before starting formal proceedings, the parties will make a good-faith effort to resolve a dispute through their business contacts. Either party may seek urgent relief when needed to protect confidentiality, Customer Data, intellectual property, or safety.

Unless an order form or mandatory law says otherwise, these Terms are governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The parties submit to the courts located in Toronto, Ontario. This section does not limit rights or remedies under Privacy Laws that cannot be waived.

24. Contact

Questions about these Terms, privacy, security, or Clara's handling of Personal Information may be sent to support@startclara.com. If an order form or signed agreement lists a different address for formal legal notices, that address controls for those notices.