Terms of Service

Version 2.0  ·  Effective May 17, 2026  ·  ClaritasVentures LLC

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By accessing or using the NightPass application (the "App"), operated by ClaritasVentures LLC ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to all Terms, you may not use the App. Use of the App constitutes your agreement to these Terms and to our Privacy Policy, which is incorporated herein by reference.

1. Acceptance of Terms

These Terms apply to all users of the App, including licensed physicians, nurse practitioners, physician assistants, registered nurses, and other credentialed clinical staff using the App for legitimate overnight clinical handoff purposes.

2. Eligibility and Account Registration

The App is intended solely for use by licensed healthcare professionals. By registering an account, you represent and warrant that:

• You are at least 18 years of age
• You are a licensed healthcare professional (physician, advanced practice provider, registered nurse, or equivalent)
• You are using the App within your scope of professional practice
• You are authorized by your institution to use clinical communication tools
• All registration information you provide is accurate and current
• You have authority to bind any organization on whose behalf you use the App

Account sharing is prohibited. You are responsible for all activity under your account credentials.

3. Description of Service

NightPass provides real-time clinical night shift handoff documentation and synchronization for advanced practice providers and physicians in hospital settings. The App enables authorized users sharing the same shift code to synchronize patient handoff data across teams and generate handoff reports for the oncoming day team.

NightPass is a clinical communication aid only. It is not a medical device, electronic health record (EHR), or substitute for clinical judgment. All clinical decisions remain the sole responsibility of the treating provider. The App is provided for active shift communication purposes only — not as a medical record or archival system.

4. Permitted Uses and Professional Responsibility

The App is a professional clinical communication tool. All output generated by the App:

• Requires independent clinical review by the receiving provider
• Does not constitute medical advice or substitute for direct patient assessment
• Is provided for active shift handoff communication only
• Is automatically deleted after 48 hours and should not be relied upon as a permanent clinical record

You assume full professional and legal responsibility for any clinical decisions made in connection with App output.

5. Prohibited Uses

• Entering full patient names, Social Security numbers, dates of birth, or other direct HIPAA identifiers
• Sharing shift codes or account credentials with unauthorized individuals
• Attempting to access data belonging to other shifts or users without authorization
• Using the App as a substitute for direct patient assessment or clinical judgment
• Using the App in violation of your institution's policies or applicable law, including HIPAA
• Reverse engineering, scraping, or reproducing the App's underlying code, logic, or methodology
• Using shared handoff links to transmit clinical data to unauthorized recipients
• Any unlawful, fraudulent, or harmful purpose

6. Clinical Data and HIPAA Compliance

NightPass uses a de-identified patient identifier format (Last 3 / First 3) designed to minimize PHI exposure. All clinical data is stored in Google Cloud Firestore under a HIPAA Business Associate Agreement between ClaritasVentures LLC and Google Cloud Platform, accepted April 5, 2026.

You are solely responsible for:

• Using the App in a manner consistent with your institution's HIPAA policies
• Not entering full patient names, dates of birth, Social Security numbers, or other direct HIPAA identifiers
• Ensuring that shared handoff links are transmitted only to authorized clinical recipients
• Reporting any suspected data breach or unauthorized disclosure immediately to privacy@claritasventuresllc.com

All clinical data is automatically deleted from the App 48 hours after shift creation. Shared handoff links also expire after 48 hours.

7. Consent to Terms — Recording and Logging

Your acceptance of these Terms at account registration is electronically recorded, including: timestamp of acceptance (UTC), Terms of Service version number (current: v2.0), and Privacy Policy version number (current: v2.0). This consent record is retained for a minimum of five (5) years following account termination.

8. Subscription and Billing

Access to the App is provided on an individual subscription basis at $4.99 per month per user. Each user must maintain their own individual account and subscription.

Subscriptions are billed on a recurring monthly basis through the Apple App Store or Google Play Store, depending on your platform. All payments are processed by the applicable platform and subject to their payment terms. ClaritasVentures LLC does not directly store or process payment card information.

You may cancel your subscription at any time through your App Store or Google Play account settings. Cancellation takes effect at the end of the current billing period with no partial refunds. Current beta users will be notified of subscription pricing activation with at least 30 days advance notice.

9. Intellectual Property

All content, technology, design, application architecture, and logic underlying the App are the proprietary intellectual property of ClaritasVentures LLC. Nothing in these Terms grants you any right, title, or interest in the App or its underlying systems beyond the limited license to use the App as described herein.

10. Disclaimer of Warranties

THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

NIGHTPASS IS A CLINICAL COMMUNICATION AID ONLY. IT IS NOT INTENDED TO REPLACE CLINICAL JUDGMENT, AND THE COMPANY MAKES NO WARRANTY REGARDING THE CLINICAL ACCURACY OR COMPLETENESS OF ANY INFORMATION ENTERED BY USERS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE APP, INCLUDING BUT NOT LIMITED TO ANY CLINICAL OUTCOMES OR DECISIONS MADE IN RELIANCE ON INFORMATION CONTAINED IN THE APP.

THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE APP SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless ClaritasVentures LLC and its members, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the App; (b) your violation of these Terms; (c) your violation of any applicable law or regulation, including HIPAA; (d) any clinical data you enter into the App; or (e) any reliance by any third party on handoff content you shared or transmitted.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provisions.

Any dispute, claim, or controversy arising out of or relating to these Terms or the App shall be resolved by binding arbitration administered by JAMS in San Antonio, Texas, under JAMS Streamlined Arbitration Rules. The arbitration shall be conducted on an individual basis. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

14. Termination

The Company reserves the right to suspend or terminate your account at any time for violation of these Terms, for non-payment, or for any conduct the Company reasonably believes poses a risk to other users, third parties, or the Company. Upon termination, your right to access the App ceases immediately.

15. Apple App Store — Additional Terms

If you download or use the App through the Apple App Store, the following additional terms apply:

15.1 Acknowledgment

These Terms are between you and ClaritasVentures LLC only, and not with Apple Inc. ClaritasVentures LLC, not Apple, is solely responsible for NightPass and its content. Apple has no obligation to furnish any maintenance or support services with respect to NightPass.

15.2 Scope of License

The license granted to you for NightPass is limited to a non-transferable license to use NightPass on any Apple-branded product that you own or control, and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.

15.3 Third-Party Beneficiary

You acknowledge and agree that Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance, Apple will have the right to enforce these Terms against you as a third-party beneficiary thereof.

15.4 App Store Terms

Your use of NightPass through the Apple App Store is also subject to Apple's then-current App Store Terms of Service, available at https://www.apple.com/legal/internet-services/itunes/.

16. Changes to Terms

The Company reserves the right to modify these Terms at any time. Material changes will be communicated by email no fewer than 14 days prior to taking effect. Your continued use of the App after the effective date of changes constitutes your acceptance.

17. Contact