Company Terms of Service

Effective date: July 26, 2026

These Terms are a contract between ClinX Academy LLC, a Maryland limited liability company ("ClinX," "we," "us," or "our"), and the company or organization you identify in Connect ("Company"). If you use the Service for Company, you confirm that you are authorized to accept these Terms for Company.

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

1. Eligibility and account authority

The Service is offered only in the United States to authorized users who are at least 18 years old. You must provide accurate identity, contact, company, and opportunity information. Keep login credentials secure and promptly report suspected unauthorized access to info@clinxacademy.com.

Company is responsible for its users, for promptly removing access that is no longer authorized, and for activity under its account unless caused by ClinX's failure to use reasonable security.

2. What Connect does

Connect lets companies and MSOs create and manage professional opportunities, receive clinician recommendations, communicate with clinicians, and track each clinician relationship through stages such as interviewing, contracting, and contract finalized.

ClinX is a platform and introduction service. ClinX is not an employer, staffing agency of record, professional corporation, medical practice, law firm, payroll provider, credentialing body, or payment intermediary. ClinX does not conduct Company's interviews, negotiate or sign its contracts, supervise clinicians, determine worker classification, perform credentialing, or guarantee a match.

Company and each clinician make their own decisions and enter any contract directly with each other. Company pays the clinician or clinician entity directly. ClinX does not receive or pass through clinician compensation.

3. Company profile and opportunities

Company may submit opportunities through its workspace. ClinX administrators may review, clarify, approve, decline, edit, or manually add an opportunity. Company promises that submitted information is accurate, lawful, current, and not misleading.

An opportunity may result in several independent clinician-deals. Company sees only candidates for its own opportunity and may not access another company's data or one candidate's private information about other opportunities.

Company must keep each deal stage reasonably accurate and must not knowingly conceal a finalized contract. Connect records status changes, including the prior stage, new stage, actor, time, and optional note. The Service does not replace Company's own recruiting, contracting, credentialing, human-resources, clinical-governance, or recordkeeping systems.

4. Candidate information and fair decision-making

Clinician profiles, CVs, messages, and recommendations are confidential and may be used only to evaluate and manage a legitimate professional opportunity through Connect. Company may share them internally only with people who need them for that purpose and are bound to protect them.

Company is responsible for verifying licensure, credentials, background, references, qualifications, work authorization, insurance, conflicts, and any other requirement before engagement. ClinX does not certify that profile information is complete or accurate.

Company must comply with applicable employment, contractor, antidiscrimination, accessibility, professional-practice, corporate-practice-of-medicine, fee-splitting, credentialing, and privacy laws. Company may offer W-2 employment or an independent-contractor arrangement, but Company and clinician—not ClinX—are responsible for lawful classification and contract terms.

Connect may provide recommendations or AI-assisted organizational tools. Company must not treat them as the sole basis for an employment or professional decision. A qualified person must make and document the final decision. Company may not use the Service to discriminate unlawfully or infer protected traits.

5. Company fees and other users' arrangements

ClinX does not charge Company a platform or success fee at launch. ClinX will not impose a future Company fee without clear advance disclosure and Company's separate affirmative agreement.

ClinX may have separate confidential arrangements with other Service users. Company may not seek, use, or disclose another user's private billing information. Connect does not show Company clinician subscriptions, coupons, ClinX invoices, payment status, private compliance logs, or pre-existing relationship records.

6. Communications

ClinX may send transactional email about accounts, opportunities, candidate activity, deals, security, support, and legal changes. Company users may unsubscribe from marketing email but not communications reasonably necessary to provide or secure the Service.

7. Acceptable use

Company and its users may not:

• break the law or another person's rights;
• submit false, deceptive, discriminatory, infringing, or unlawful content;
• request or upload patient information, PHI, medical records, or sensitive clinical content;
• scrape clinician data, build an unrelated database, sell or market to clinicians outside the relevant opportunity, or use data for an undisclosed purpose;
• share candidate information with an unauthorized third party;
• probe, reverse engineer, overload, or bypass security or role boundaries;
• use another person's account; or
• use Connect recommendations as the sole basis for a legally significant decision.

Company must not use Connect for patient care or clinical communications. ClinX does not offer the Service as a HIPAA business associate and will not sign a business associate agreement for this version.

8. Company content

Company keeps ownership of content it submits. Company gives 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 Company's instructions.

Company promises it has the rights and notices needed to submit its content and to let ClinX process it under these Terms and the Company Privacy Notice.

9. Confidentiality

Each party may receive nonpublic business, technical, financial, or personal information from the other. The receiving party will use it only for the Service, protect it with reasonable care, and disclose it only to people who need it and are bound to protect it.

These duties do not cover information the receiving party lawfully knew without restriction, receives lawfully from another source, develops independently, or must disclose by law. If legally permitted, the receiving party will give prompt notice before a compelled disclosure.

10. ClinX property and feedback

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

11. Suspension and termination

Company may stop using the Service at any time. ClinX may suspend or terminate access if Company materially breaches these Terms, creates security or legal risk, misuses candidate information, or interferes with the Service. When practical, ClinX will give notice and an opportunity to cure.

Termination does not erase legal acceptances, material deal facts, status history, or records we must retain. Confidentiality, intellectual property, disclaimers, liability limits, dispute terms, and other provisions that should survive will survive.

12. 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. ClinX does not promise uninterrupted operation, accurate recommendations, candidate availability, successful hiring or contracting, regulatory compliance, or performance by a clinician.

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

13. 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 $100 because Company pays no fee for the launch Service. This limit does not apply where law forbids it, or to ClinX's fraud or willful misconduct.

14. Company's responsibility for claims

Company will defend and reimburse ClinX for third-party claims and reasonable costs caused by Company's unlawful use of the Service, Company content, employment or contracting decisions, professional relationship with a clinician, material breach of these Terms, or violation of privacy or antidiscrimination law. This obligation does not apply to the extent a claim was caused by ClinX's own negligence, willful misconduct, or breach.

15. 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, Company 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) under its Commercial Arbitration Rules. Arbitration may occur by video, telephone, documents, or in Montgomery County, Maryland, as the 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.

Company may opt out of arbitration by emailing info@clinxacademy.com within 30 days after first accepting these Terms. Include Company's legal name, the account email, and a clear statement that Company opts 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.

16. Changes

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

17. General terms

Company 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 and any written addendum are the entire agreement about the Service.

18. Contact

ClinX Academy LLC

10811 Barn Wood Lane

Potomac, MD 20854

info@clinxacademy.com