Clinician Terms of Service

Effective date: July 26, 2026

These Terms are a contract between you and ClinX Academy LLC, a Maryland limited liability company ("ClinX," "we," "us," or "our"). They govern your use of Connect and related ClinX services (the "Service"). Please read them before using the Service.

By checking the agreement box or using the Service after being asked to review these Terms, you agree to them. The Clinician Privacy Notice describes our data practices and is not itself a contract.

1. Who may use Connect

You may use the Service only if you:

• are at least 18 years old;
• are located in the United States and use the Service only in the United States;
• can legally enter into this contract; and
• provide accurate account, professional, licensing, and payment information.

The Service is for clinicians and their authorized representatives. It is not for patients, minors, or people outside the United States.

2. What Connect does

Connect helps clinicians discover professional opportunities, communicate with companies, track deal stages, manage a ClinX subscription and ClinX invoices, and maintain private business and compliance activity logs. Opportunities may include PC ownership, medical director, fractional CMO, advisory, consulting, collaborator, and other professional roles.

ClinX is a platform and introduction service. ClinX is not your employer, professional corporation, medical practice, attorney, accountant, tax adviser, insurance broker, credentialing body, or clinical supervisor. ClinX does not provide medical or legal advice. ClinX does not conduct interviews, negotiate or sign your contract, determine your worker classification, supervise clinical care, hold company funds for you, or guarantee that any opportunity will result in work or payment.

You and the company decide whether and how to work together. Your contract and compensation are directly between you (or your entity) and the company.

3. Your account and professional information

Keep your login secure and promptly tell us at info@clinxacademy.com if you suspect unauthorized access. You are responsible for activity under your account unless caused by our failure to use reasonable security.

You promise that information you submit is accurate and that you have the right to submit it. You must keep material professional information reasonably current, including licensure and the identity of any entity through which you will contract. You remain solely responsible for deciding whether you are qualified and legally permitted to accept an opportunity.

4. Opportunities and direct relationships

An opportunity is informational until you and the company enter a binding written agreement. Either side may stop discussions at any time before then. ClinX does not promise exclusivity, a minimum number of opportunities, a particular match, or any result.

One company opportunity may involve several clinicians. Your candidacy, deal details, private messages, fees, billing, compliance records, and pre-existing relationships are not shown to other candidates. Companies see only information and deal activity that the Service makes available for their own opportunity and relationship with you.

You agree to keep deal status reasonably accurate. You and authorized company users may update stages, and Connect records the prior stage, new stage, actor, time, and any note. Do not knowingly hide a finalized contract or provide false status information.

5. Subscriptions

Your physician tier may determine opportunity access, subscription price, and a default flat-dollar success fee. The checkout page shows the applicable subscription price and billing interval before purchase.

Subscriptions renew automatically each month or year, as selected, until canceled. You may cancel through the Stripe customer portal. Cancellation takes effect at the end of the current paid period. Except where law requires otherwise or we made a billing error, fees already paid are nonrefundable and we do not provide prorated refunds.

Stripe processes subscription payments. ClinX does not store full card or bank account numbers. Coupons and promotional periods are governed by their stated duration and Stripe billing rules.

6. Success fees

Some ClinX-sourced opportunities have a flat-dollar success fee. The opportunity will display either "Standard Success Fee: $X" or "Custom Success Fee: $X" before you voluntarily pursue it. A custom fee may be $0.

The displayed fee quote and the success-fee terms shown with it govern that clinician-specific opportunity. No separate fee checkbox is required. Once the quote is first shown, later changes to a physician tier or default fee do not change that quote.

A success fee is earned only if you or an entity you control enters a binding contract for the opportunity. ClinX does not charge a success fee merely for viewing an opportunity, expressing interest, interviewing, or negotiating without a finalized contract.

The quote remains applicable if a binding contract with that company for the covered opportunity is finalized within 12 months after the last ClinX-facilitated introduction or material activity relating to it. This limited tail prevents an introduced deal from being moved outside the Service solely to avoid the displayed fee. It does not apply to a relationship you disclosed as pre-existing before the opportunity was shared with you.

Pre-existing and externally sourced relationships are welcome in Connect for compliance logging. When properly identified before a ClinX opportunity is shared, they have a locked $0 ClinX success fee unless you and ClinX later make a separate written agreement for a new opportunity.

7. Success-fee invoices

When a covered contract is marked Contract Finalized, ClinX reviews the record. After approval, ClinX may send you a regular Stripe invoice for the displayed flat-dollar fee. The company does not receive or see this invoice.

The invoice is due 60 days after it is issued. If you dispute an invoice, email info@clinxacademy.com within 15 days after issuance and explain the specific issue. You must still pay any undisputed amount on time.

If the company has not paid you by the invoice due date, send reasonable documentation to info@clinxacademy.com before the due date. ClinX may adjust the due date manually. In that situation, the success fee becomes due within 15 days after you first receive payment from the company. The Service does not automatically track your first-payment date. ClinX may address unusual nonpayment situations reasonably and individually.

You are responsible for taxes, bank fees, and obligations arising from amounts you receive. ClinX may suspend paid features for materially overdue, undisputed amounts after reasonable notice.

8. Communications and SMS

We may send transactional email about your account, opportunities, deals, security, billing, and legal changes. You may unsubscribe from marketing email, but not messages needed to operate your account.

Text messages are optional and require separate, phone-specific consent. Consent is not a condition of membership or purchase. Message frequency varies and carrier charges may apply. Reply STOP to opt out or HELP for help. Changing your phone number may require new consent.

9. Compliance logs and email forwarding

Connect gives you one private, non-guessable logging address for your PC and non-PC professional engagements. Forwarding an email to that address creates a text-only activity entry. Attachments are ignored and are not stored through the email-log workflow.

Automated tools may use sender and recipient context, text, domains and aliases, and your known deals to suggest the correct deal. High-confidence results may be attached automatically. If confidence is low, you will be asked to select the deal before the compliance entry is created. Deal name is the user-facing relationship label; company is not a separate compliance-entry field.

Connect accepts compliance-log email only from a sending address verified on your account and protected by trusted email authentication. Email from an unknown or unauthenticated sender is held as metadata only for up to 7 days while we notify a trusted address on your account; its subject, body, recipients, attachments, and other content are not read by AI or stored in the compliance log. You may verify the sender or discard the held item. Abuse limits apply.

Compliance logs are visible only to you and authorized ClinX administrators. They are an organizational tool, not legal advice, a complete compliance program, or a substitute for records required by a company, professional corporation, regulator, insurer, or lawyer. You are responsible for deciding what must be documented elsewhere.

Do not send patient information, protected health information (PHI), medical records, or sensitive clinical content to Connect. ClinX does not offer the Service as a HIPAA business associate and will not sign a business associate agreement for this version of the Service. We may redact, quarantine, restrict, or delete material that appears to contain prohibited information.

10. AI-assisted features

Connect may use artificial intelligence to extract suggested profile fields from a CV and to help classify email-log text. These tools can be incomplete or wrong. Review suggestions before relying on them.

ClinX does not use AI to make the final decision about your eligibility, licensure, employment, tier, fee, or selection for an opportunity. Companies and clinicians make their own decisions. Do not submit information you are not authorized to share.

11. Acceptable use

You may not:

• break the law or another person's rights;
• submit patient information, PHI, malware, deceptive content, or information you lack authority to use;
• misrepresent identity, credentials, licensure, relationships, contract status, or payment status;
• scrape, reverse engineer, probe, overload, or bypass security or access controls;
• use another person's account or expose private candidate or company information; or
• use the Service to discriminate unlawfully or make prohibited employment decisions.

12. Your content and confidentiality

You keep ownership of information and files you submit. You give ClinX a limited, nonexclusive license to host, copy, process, display, and transmit that content only as reasonably needed to operate, secure, support, and improve the Service, comply with law, and follow your instructions. This license ends when the content is deleted, except for retained backups and records we must preserve.

Treat nonpublic opportunity and company information as confidential. You may use it only to evaluate and manage the relevant professional relationship. This does not restrict information you lawfully knew without a confidentiality duty, receive lawfully from another source, or must disclose by law.

13. ClinX property and feedback

ClinX and its licensors own the Service, software, design, and branding, excluding your content. We give you a limited, revocable, nontransferable right to use the Service for its intended purpose. If you provide feedback, we may use it without payment or restriction, but we will not identify you publicly without permission.

14. Suspension and termination

You may stop using the Service and cancel a subscription at any time. We may suspend or terminate access if you materially breach these Terms, create security or legal risk, fail to pay undisputed amounts, or misuse the Service. When practical, we will give notice and an opportunity to cure.

Termination does not erase payment obligations, accepted legal versions, finalized deal facts, or other records we must retain. Sections that by their nature should survive will survive, including fees, confidentiality, intellectual property, disclaimers, liability limits, dispute terms, and record retention.

15. Disclaimers

To the fullest extent allowed by law, the Service is provided "as is" and "as available." ClinX disclaims implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement. We do not promise uninterrupted operation, error-free AI output, opportunity availability, successful contracting, regulatory compliance, or payment by a company.

Nothing in these Terms limits rights that cannot lawfully be waived.

16. Limits of liability

To the fullest extent allowed by law, ClinX and its owners, employees, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost opportunities, lost data, or business interruption.

ClinX's total liability arising from the Service will not exceed the greater of $100 or the amount you paid ClinX during the 12 months before the event giving rise to the claim. This limit does not apply where the law forbids it, or to ClinX's fraud or willful misconduct. Your payment obligations are not limited by this section.

17. Your responsibility for claims

You will defend and reimburse ClinX for third-party claims and reasonable costs caused by your unlawful use of the Service, your content, your material breach of these Terms, or your professional services. This obligation does not apply to the extent a claim was caused by ClinX's own negligence, willful misconduct, or breach.

18. Disputes, arbitration, and class waiver

Maryland law governs these Terms, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs arbitration.

Before filing a formal claim, you and ClinX must send written notice describing the dispute and requested resolution. Send notices to info@clinxacademy.com and ClinX Academy LLC, 10811 Barn Wood Lane, Potomac, MD 20854. The parties will try in good faith to resolve the dispute for 30 days.

If unresolved, either party may require individual binding arbitration administered by the American Arbitration Association (AAA). The AAA Consumer Arbitration Rules apply when they govern the dispute; otherwise the AAA Commercial Arbitration Rules apply. Arbitration may occur by video, telephone, documents, or in Montgomery County, Maryland, as the applicable rules allow.

Either party may bring an eligible individual claim in small-claims court. Either party may also seek temporary court relief to protect accounts, confidential information, or intellectual property while arbitration is pending.

Claims must be brought only on an individual basis. Neither side may participate in a class, collective, consolidated, or representative action, and an arbitrator may grant relief only to the individual party seeking it. If this class waiver is unenforceable for a particular claim, that claim must proceed in court and not arbitration.

You may opt out of arbitration by emailing info@clinxacademy.com within 30 days after you first accept these Terms. Include your full name, account email, and a clear statement that you opt out of arbitration. Opting out does not affect the rest of these Terms.

If arbitration does not apply, the state and federal courts located in Montgomery County, Maryland have exclusive jurisdiction, and each party waives a jury trial to the extent permitted by law.

19. Changes

We may update these Terms. If a change is material, we will provide reasonable notice and ask you to agree to the new version before continued use when required. The version you accepted remains recorded.

20. General terms

You may not transfer these Terms without our consent. ClinX may transfer them as part of a merger, financing, reorganization, or sale of the Service. If one provision is unenforceable, the rest remain effective. A delay in enforcement is not a waiver. These Terms, the displayed fee quote and incorporated fee terms, and any written order or promotion terms are the entire agreement about the Service.

21. Contact

ClinX Academy LLC

10811 Barn Wood Lane

Potomac, MD 20854

info@clinxacademy.com