Terms of Service

1. Agreement to Terms

By accessing or using Clinical Rota (“Service”), operated by Zarlu, Inc. (“Zarlu,” “we,” “us,” or “our”), you (“User,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”). If you are using the Service on behalf of a hospital, health system, medical group, or other organization, you represent that you have authority to bind that entity to these Terms.

These Terms apply to self-serve trials, subscriptions, and purchases completed through Clinical Rota’s online signup or checkout flow. If you or your organization have signed an order form, master services agreement, or other written agreement with Zarlu covering the Service, that signed agreement controls to the extent it conflicts with these Terms.

If you do not agree to these Terms, do not use the Service.

2. Description of Service

Clinical Rota is an AI-powered scheduling platform for healthcare organizations. The Service:

• Imports existing schedules from spreadsheets, PDFs, or other scheduling systems using AI-assisted data extraction
• Displays physician, hospitalist, and nursing schedules across departments and service lines
• Tracks ACGME duty hour compliance for residency programs
• Provides real-time “Who’s On” rosters with AI-powered search
• Enables “Running Late” notifications to team members
• Manages coverage gaps and open shift visibility
• Supports schedule change tracking with audit logs
• Allows PDF export and calendar synchronization

Clinical Rota is an administrative scheduling and workforce management tool. It is not a medical device, is not subject to FDA regulation, and does not make clinical decisions or provide medical advice.

3. Eligibility

The Service is intended for use by healthcare organizations, their administrators, and their clinical and administrative staff. By using the Service, you represent that you are at least 18 years old and are authorized by your organization to access the Service.

4. Account Registration and Security

You agree to:

• Provide accurate and complete registration information
• Maintain the confidentiality of your account credentials
• Promptly notify us of any unauthorized access to your account
• Accept responsibility for all activity under your account

We use magic link email authentication. You are responsible for maintaining access to the email address associated with your account.

We may suspend or terminate accounts that violate these Terms or that we reasonably believe are compromised.

5. Subscription Plans and Payment

5.1 Plans and Pricing

The Service is offered through paid subscription plans. Current plans and pricing are available upon request or on our website. We may modify pricing with 30 days’ written notice.

5.2 Billing

Subscriptions are billed monthly or annually in advance. All fees are in U.S. dollars and are non-refundable except as required by law.

5.3 Taxes

You are responsible for all applicable taxes. If we are required to collect taxes, they will be added to your invoice.

5.4 Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing period. No partial refunds are provided for unused portions of a billing period.

6. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose
• Upload data you do not have the legal right to process
• Attempt to reverse-engineer, decompile, or extract source code from the Service
• Interfere with the Service’s operation or security
• Share your account credentials with unauthorized persons
• Use the Service to generate content that is fraudulent, misleading, or designed to deceive
• Circumvent usage limits, access controls, or security features
• Resell or sublicense access to the Service without written authorization
• Use Clinical Rota data exports to build a competing product

7. Customer Data and Ownership

7.1 Ownership

Your organization retains all rights to the scheduling data, workforce information, team rosters, and organizational configuration it provides to or creates within Clinical Rota (“Customer Data”). Zarlu claims no ownership of Customer Data.

7.2 License to Operate the Service

You grant Zarlu a limited, non-exclusive license to process Customer Data solely to provide the Service to you. This license ends when you delete Customer Data or terminate your account.

7.3 Data Controller

Your organization is the data controller for all workforce scheduling decisions made using the Service. Zarlu acts as a data processor, processing Customer Data on your organization’s instructions. If your organization requires a Data Processing Agreement (DPA), contact us at [email protected].

7.4 Individual Staff Data

Your organization is responsible for ensuring it has appropriate legal basis to provide its staff members’ information (names, contact details, credentials, scheduling preferences) to Clinical Rota. Individual staff members may contact their organization’s administrator to access, correct, or request deletion of their personal information within the Service.

7.5 Data Portability

You may export your Customer Data at any time through the Service in standard formats (CSV, PDF). Upon termination, you have a 60-day window to export your data. After the export window, Customer Data is deleted from active systems within 30 days.

8. AI-Powered Features

8.1 Schedule Import and Analysis

Clinical Rota uses AI to extract and structure scheduling data from uploaded files (spreadsheets, PDFs, and other documents). AI-assisted imports are starting points that require administrator review and confirmation before data is committed to the system.

8.2 Schedule Optimization and Compliance

When Clinical Rota generates schedule suggestions or compliance alerts, these are recommendations that require human review and approval. AI outputs do not become published schedules without explicit administrator action.

8.3 No Guarantee of Accuracy

AI-generated analysis, schedule suggestions, and compliance monitoring may contain errors or omissions. Your organization is responsible for verifying all AI outputs against source data and applicable regulations before relying on them. Zarlu does not guarantee the accuracy, completeness, or regulatory sufficiency of any AI-generated output.

8.4 No Model Training on Your Data

Zarlu does not use your Customer Data to train AI models. We may use anonymized, aggregated usage patterns (not individual scheduling data) to improve the Service’s general functionality.

8.5 AI Search

Clinical Rota’s AI-powered search (“Who’s On”) helps users find on-call staff, coverage information, and scheduling details using natural language queries. Search results are derived from your organization’s scheduling data and are subject to the same accuracy limitations described in Section 8.3.

9. Healthcare Scheduling Responsibilities

9.1 Administrative Tool, Not a Medical Device

Clinical Rota is a workforce scheduling and administrative tool. It is not a medical device and is not subject to FDA regulation. The Service does not make clinical decisions, diagnose conditions, or provide medical advice.

9.2 Regulatory Compliance

Your organization is solely responsible for ensuring compliance with:

• ACGME duty hour requirements – Clinical Rota provides compliance monitoring tools and alerts, but your institution’s designated institutional official (DIO) and program directors remain responsible for duty hour compliance
• State staffing ratio laws – including California, Oregon, and other states with mandated nurse-to-patient ratios
• Joint Commission staffing standards
• Union collective bargaining agreements governing shift assignments, overtime, and scheduling practices
• State medical board credentialing requirements

Clinical Rota provides scheduling assistance and compliance monitoring tools, but the institution remains solely responsible for ensuring regulatory compliance.

9.3 Scheduling Decisions

You acknowledge that:

• The Service is a tool to assist your organization’s scheduling operations, not a substitute for administrative judgment
• Your organization is solely responsible for staffing decisions, including coverage levels and shift assignments
• Scheduling errors, coverage gaps, or compliance violations that occur while using the Service remain the responsibility of your organization
• Clinical Rota does not create an employment, agency, or contractor relationship between Zarlu and any physician, nurse, or staff member whose schedule is managed through the Service

9.4 HIPAA

Clinical Rota is designed for workforce scheduling and does not access, store, or process Protected Health Information (PHI) as defined under HIPAA. If your organization’s use case requires integration with systems that handle PHI, we will execute a Business Associate Agreement (BAA) before activating that integration. See our Privacy Policy for details.

10. Confidentiality and Security

10.1 Our Commitments

We encrypt data in transit (TLS 1.3) and at rest. We implement role-based access controls, audit logging of schedule changes, and magic link authentication.

10.2 Your Responsibilities

You are responsible for:

• Configuring access controls and permissions appropriately within your organization
• Ensuring that only authorized staff have administrator access
• Managing which staff members are invited to the platform
• Complying with your organization’s data security policies and applicable regulations

10.3 Breach Notification

In the event of a data breach affecting your organization’s information, we will notify your designated security contact within 72 hours of confirmation and cooperate with your incident response procedures. We will also comply with all applicable state breach notification laws.

10.4 No Absolute Guarantee

While we implement commercially reasonable security measures, no system is completely secure. We cannot guarantee that unauthorized access, data loss, or security breaches will never occur.

11. Intellectual Property

11.1 Zarlu’s Property

The Service, including its design, code, features, documentation, AI models, and branding, is owned by Zarlu and protected by intellectual property laws. These Terms do not grant you any rights to Zarlu’s intellectual property except the limited right to use the Service as described here.

11.2 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant Zarlu a non-exclusive, royalty-free, perpetual license to use that feedback to improve the Service. This does not apply to Customer Data.

12. Disclaimers

12.1 “As Is” Service

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

12.2 No Medical or Regulatory Advice

ZARLU DOES NOT PROVIDE MEDICAL, LEGAL, OR REGULATORY ADVICE. THE SERVICE IS AN ADMINISTRATIVE SCHEDULING TOOL. AI-GENERATED SCHEDULE SUGGESTIONS, COMPLIANCE ALERTS, AND ANALYSIS ARE NOT SUBSTITUTES FOR PROFESSIONAL JUDGMENT AND MUST NOT BE RELIED UPON WITHOUT INDEPENDENT REVIEW BY QUALIFIED PERSONNEL.

12.3 Third-Party Services

WE DO NOT WARRANT THE PERFORMANCE, AVAILABILITY, OR ACCURACY OF ANY THIRD-PARTY SERVICES INTEGRATED WITH THE SERVICE, INCLUDING EHR SYSTEMS, CALENDAR PROVIDERS, OR COMMUNICATION PLATFORMS.

13. Limitation of Liability

13.1 Cap on Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZARLU’S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOUR ORGANIZATION PAID TO ZARLU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000).

13.2 Exclusion of Certain Damages

IN NO EVENT SHALL ZARLU BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION: LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES; STAFFING SHORTAGES OR COVERAGE GAPS; REGULATORY FINES OR PENALTIES; CLAIMS BY PATIENTS OR STAFF MEMBERS; OR DAMAGES ARISING FROM RELIANCE ON AI-GENERATED SCHEDULE SUGGESTIONS OR COMPLIANCE INFORMATION.

13.3 Basis of the Bargain

THE LIMITATIONS IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US. THE SERVICE WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

13.4 Data Breach Carve-Out

THE LIMITATIONS IN SECTIONS 13.1 AND 13.2 DO NOT APPLY TO ZARLU’S OBLIGATIONS UNDER SECTION 10.3 (BREACH NOTIFICATION) OR TO DAMAGES ARISING FROM ZARLU’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN SAFEGUARDING CUSTOMER DATA.

14. Indemnification

You agree to indemnify, defend, and hold harmless Zarlu, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from:

• Your use of the Service
• Customer Data you provide to the Service
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Scheduling decisions made using the Service
• Claims by patients, staff members, or regulatory bodies related to staffing or scheduling

15. Dispute Resolution

Unless you and Zarlu have signed a written agreement that provides different dispute-resolution procedures, this Section 15 applies.

15.1 Informal Resolution

Before filing any legal action, you agree to contact us at [email protected] and attempt to resolve the dispute informally for at least 30 days.

15.2 Arbitration

Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall take place in Wilmington, Delaware. The arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction.

15.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

15.4 Exceptions

Either party may seek injunctive or equitable relief, or enforce an arbitration award, in the state or federal courts located in Wilmington, Delaware to protect intellectual property rights, prevent irreparable harm, or enforce the arbitrator’s decision.

16. Governing Law

Unless you and Zarlu have signed a written agreement that specifies different governing law or venue, these Terms and any dispute arising out of or relating to these Terms or the Service are governed by the laws of the State of Delaware, without regard to conflict of law principles.

17. Termination

17.1 By You

You may terminate your account at any time by canceling your subscription and contacting us.

17.2 By Zarlu

We may suspend or terminate your access if you violate these Terms, if required by law, or if we discontinue the Service. We will provide reasonable notice when practicable.

17.3 Effect of Termination

Upon termination, your right to use the Service ends. Your organization has 60 days to export Customer Data. After the export window, Customer Data is deleted from active systems within 30 days. Sections 7.1, 11-16, and 18-19 survive termination.

18. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email or through the Service at least 30 days before they take effect. Your continued use after the effective date constitutes acceptance of the updated Terms. If you disagree with the changes, you may terminate your account before the effective date.

19. General Provisions

19.1 Entire Agreement

For self-serve use governed by these Terms, these Terms together with our Privacy Policy constitute the entire agreement between you and Zarlu regarding the Service. If you and Zarlu have signed a separate written agreement for Clinical Rota, that written agreement governs the covered services to the extent it conflicts with these Terms.

19.2 Severability

If any provision is held unenforceable, the remaining provisions continue in full force.

19.3 Waiver

Our failure to enforce any provision does not waive our right to enforce it later.

19.4 Assignment

You may not assign these Terms without our written consent. Zarlu may assign these Terms in connection with a merger, acquisition, or sale of assets.

19.5 Force Majeure

Zarlu is not liable for delays or failures caused by events beyond our reasonable control, including natural disasters, government actions, pandemics, or failures of third-party providers.

19.6 Notices

Notices to you will be sent to the email address associated with your account. Notices to Zarlu should be sent to [email protected].

20. Contact Information

Zarlu, Inc. Email: [email protected] Support: [email protected]