Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and Klaxar Inc.(“Klaxar,” “we,” “our,” or “us”) governing your access to and use of the Klaxar platform and services described at klaxar.com (the “Service”).

By accessing or using the Service, 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 authority to bind that organization.

Klaxar provides cloud-based public-safety operations software including, where applicable, EMS billing, electronic patient care records (ePCR), claim submission to clearinghouses, and reporting tooling. Specific functionality available to you depends on your subscription tier and any applicable order form.

We may modify, update, or discontinue features at any time. We will provide reasonable advance notice of material changes that adversely affect core functionality.

You must be at least 18 years of age and authorized to act on behalf of a public-safety agency, EMS provider, healthcare entity, or other entity permitted under applicable law to use the Service.

You are responsible for: (a) maintaining the confidentiality of your account credentials, (b) all activity under your account, (c) immediately notifying us of any unauthorized access, and (d) ensuring your users comply with these Terms.

Use of the Service requires an active subscription per the pricing on klaxar.com or in a separately executed order form. Subscriptions auto-renew at the end of each term unless cancelled prior to renewal. Fees are non-refundable except as expressly stated.

We may change subscription pricing on at least 30 days' notice. Pricing changes take effect at your next renewal.

You retain all rights, title, and interest in data you submit to the Service (“Customer Data”). You grant Klaxar a non-exclusive, worldwide license to use Customer Data solely to provide and improve the Service in accordance with these Terms, our Privacy Policy, and any applicable Business Associate Agreement.

HIPAA / Protected Health Information. Where Customer Data includes Protected Health Information (PHI) as defined under HIPAA, the parties agree that Klaxar acts as a Business Associate and a separate Business Associate Agreement governs the handling of PHI.

You agree not to:

• Use the Service in violation of any applicable law or regulation;
• Submit data you do not have lawful authority to submit;
• Reverse engineer, decompile, or attempt to derive the source code of the Service;
• Use the Service to transmit malware, conduct unauthorized security testing, or interfere with the Service's operation;
• Resell, sublicense, or share access without our written consent;
• Use Customer Data of one organization to benefit another organization without lawful authority.

Each party will protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but no less than a reasonable standard of care. Confidential Information does not include information that is publicly known through no breach of these Terms.

Klaxar and its licensors own all intellectual property rights in the Service, including software, algorithms, models, documentation, and trademarks. Nothing in these Terms transfers any IP rights to Customer beyond the limited right to use the Service during the subscription term.

The Service is provided “as is” and “as available” to the maximum extent permitted by law. Klaxar disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, except as expressly stated in a written order form.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, consequential, special, or punitive damages. Klaxar's aggregate liability under these Terms will not exceed the fees paid by you to Klaxar in the twelve (12) months preceding the event giving rise to the claim. The foregoing limitations do not apply to (a) breaches of confidentiality, (b) indemnification obligations, or (c) liabilities that cannot be limited under applicable law.

Each party will indemnify and defend the other against third-party claims arising from the indemnifying party's breach of these Terms, gross negligence, or willful misconduct. Specific indemnification scope and exclusions to be detailed in counsel-reviewed final.

These Terms remain in effect during your active subscription. Either party may terminate for material breach with 30 days' written notice if the breach remains uncured. Upon termination we will, on request, return or destroy Customer Data per the Privacy Policy and applicable BAA.

These Terms are governed by the laws of the State of Michigan without regard to conflict-of-laws principles. Disputes will be resolved in the state or federal courts located in Oakland County, Michigan, except either party may seek injunctive relief in any court of competent jurisdiction for IP or confidentiality breaches.

We may revise these Terms from time to time. If a change is material, we will provide notice (e.g., by email or in-app notification). Continued use after the effective date constitutes acceptance.

Questions about these Terms can be sent to legal@klaxar.com.