Terms of
Service

Effective Date: March 5, 2026 | Last Updated: March 5, 2026

These Terms of Service ("Terms") govern your access to and use of the products, services, and platform provided by Claimalytics, LLC ("Claimalytics," "we," "our," or "us"), a Florida limited liability company, including our AI-powered analytics platform, hosted SaaS application, Bring Your Own Cloud ("BYOC") deployments, APIs, and related services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, do not use the Service. "You" and "Customer" refer to the individual or entity accessing or using the Service.

1. Eligibility and Account Registration

1.1 Eligibility

The Service is intended for use by businesses and professionals in the healthcare and pharmacy benefit management industry. You must be at least 18 years of age and have the legal authority to enter into these Terms to use the Service.

1.2 Account Registration

You must create an account to access the Service. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

1.3 Authentication

Account authentication is managed through Clerk, our third-party identity provider. You may be required to use multi-factor authentication (MFA) depending on your subscription tier and organizational security requirements.

2. Description of the Service

Claimalytics provides an AI-powered intelligence platform for pharmacy benefit management. The Service includes a multi-agent AI orchestration system with specialized agents for formulary lookup, drug pricing, prior authorization, document intelligence, compliance and regulatory review, and related analytics.

2.1 Deployment Models

• Shared SaaS: The Service is hosted and managed by Claimalytics on Microsoft Azure infrastructure. Customer Data is stored in Claimalytics-managed Azure resources.
• BYOC (Bring Your Own Cloud): The Service is deployed within the Customer's own Azure tenant. Customer Data resides entirely within the Customer's cloud environment. Claimalytics provides the application layer; the Customer is responsible for their Azure infrastructure, costs, and tenant-level security configurations.

2.2 AI-Generated Outputs

The Service uses artificial intelligence to analyze documents, data, and queries. While we strive for accuracy and provide source citations for generated responses, AI outputs are provided for informational purposes and should not be considered a substitute for professional clinical, legal, or regulatory judgment. You are responsible for independently verifying AI-generated outputs before relying on them for clinical decisions, regulatory compliance, or other material purposes.

3. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service in violation of any applicable law, regulation, or industry standard, including but not limited to HIPAA, state privacy laws, and CMS requirements.
• Upload, transmit, or process data that you do not have the legal right to use or that violates the rights of any third party.
• Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying technology of the Service.
• Use the Service to develop a competing product or service, or to benchmark the Service for competitive purposes without our prior written consent.
• Interfere with or disrupt the integrity or performance of the Service.
• Resell, sublicense, or redistribute access to the Service without our prior written consent.
• Use the Service to transmit any malicious code, viruses, or harmful content.

4. Customer Data and Intellectual Property

4.1 Customer Data Ownership

You retain all right, title, and interest in your Customer Data. "Customer Data" means all data, documents, files, and content that you upload to, create within, or transmit through the Service, including formularies, clinical policies, claims data, and query inputs.

4.2 License to Claimalytics

You grant Claimalytics a limited, non-exclusive, royalty-free license to access, process, store, and transmit Customer Data solely as necessary to provide and improve the Service. This license terminates upon deletion of the applicable Customer Data or termination of your account.

4.3 Aggregated and De-Identified Data

We may create aggregated, anonymized, or de-identified data derived from Customer Data or usage of the Service ("Aggregated Data"). Aggregated Data does not identify you or any individual and is not considered Customer Data. We may use Aggregated Data for analytics, benchmarking, product improvement, and other lawful business purposes.

4.4 Claimalytics Intellectual Property

Claimalytics retains all right, title, and interest in the Service, including all software, algorithms, AI models, agent architectures, user interfaces, documentation, and related intellectual property. Nothing in these Terms transfers ownership of any Claimalytics intellectual property to you.

5. Data Retention Policy

Claimalytics maintains a structured data retention policy to balance operational needs, compliance obligations, and data minimization principles.

5.1 Retention Schedule

5.2 Active vs. Archived Storage

• Active Storage: Customer Data in active storage is immediately accessible through the Service with full query, search, and agent functionality.
• Archived Storage: After ninety (90) days of inactivity, Customer Data is moved to archived (cold) storage. Archived data is not immediately accessible through the Service but can be restored to active storage upon request. Restoration typically completes within twenty-four (24) hours.
• Reactivation: Accessing or querying archived Customer Data resets the 90-day active retention clock.

5.3 BYOC Data Retention

For BYOC deployments, data retention is managed within the Customer's own Azure tenant. Claimalytics application-level retention policies (query logs, session data) apply to metadata stored by the Claimalytics application layer. Customers are responsible for configuring storage lifecycle policies within their own Azure resources.

5.4 Data Deletion

• Upon Termination: Upon termination of your account or service agreement, Claimalytics will retain Customer Data for a thirty (30) day wind-down period during which you may export your data. After the wind-down period, Customer Data will be permanently deleted from active and archived storage within sixty (60) days.
• On-Demand Deletion: You may request deletion of specific Customer Data at any time by contacting support@claimalytics.com. We will process deletion requests within thirty (30) days.
• Legal Holds: Notwithstanding the above, data subject to a legal hold, pending litigation, or regulatory investigation will be retained as required by law.
• Backups: Customer Data may persist in encrypted backups for up to ninety (90) days following deletion from active and archived storage. Backup data is not accessible through the Service and is overwritten on a rolling basis.

5.5 Data Export

You may export your Customer Data at any time during the term of your service agreement through the Service's export functionality or by contacting support. We support export in standard formats including JSON, CSV, and original document formats where applicable.

6. Fees and Payment

6.1 Subscription Fees

Access to the Service requires a paid subscription. Fees are based on your selected plan tier and are billed in advance on a monthly or annual basis as specified in your order. Current pricing is available at claimalytics.com/pricing.

6.2 BYOC Infrastructure Costs

For BYOC deployments, you are responsible for all Azure infrastructure costs incurred within your own tenant. Claimalytics fees for BYOC cover the application layer, agent platform, and support services only.

6.3 Payment Terms

All fees are due upon invoice. Payments are processed through Stripe. If payment fails or is overdue by more than fifteen (15) days, we may suspend access to the Service upon ten (10) days' written notice. All fees are non-refundable except as expressly provided in these Terms or required by law.

6.4 Taxes

Fees are exclusive of all taxes. You are responsible for all applicable sales, use, VAT, or similar taxes, excluding taxes based on Claimalytics' net income.

7. HIPAA Compliance and Protected Health Information

If your use of the Service involves the processing of Protected Health Information ("PHI") as defined under HIPAA:

• A Business Associate Agreement ("BAA") must be executed between you and Claimalytics before any PHI is uploaded to or processed by the Service.
• Claimalytics will act as a Business Associate and comply with applicable provisions of the HIPAA Privacy Rule, Security Rule, and Breach Notification Rule.
• You are responsible for ensuring that your use of the Service complies with your own HIPAA obligations as a Covered Entity or Business Associate.
• In the event of a breach of unsecured PHI, Claimalytics will notify you in accordance with the timeframes and requirements specified in the BAA.

If a BAA is required but has not been executed, you must not upload or process PHI through the Service. Claimalytics is not responsible for PHI processed in violation of this requirement.

8. Confidentiality

Each party acknowledges that it may receive confidential information from the other party in connection with the Service. Confidential information shall be treated in accordance with the Mutual Non-Disclosure Agreement between the parties, if executed, or as otherwise set forth in the applicable order or service agreement. In the absence of a separate NDA, each party agrees to protect the other party's confidential information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

9. Warranties and Disclaimers

9.1 Limited Warranty

Claimalytics warrants that the Service will perform materially in accordance with its documentation during the term of your subscription. If the Service fails to meet this warranty, your exclusive remedy is for Claimalytics to use commercially reasonable efforts to correct the non-conformity or, if correction is not feasible, to terminate your subscription and provide a pro-rata refund of prepaid fees.

9.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CLAIMALYTICS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLAIMALYTICS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9.3 AI Output Disclaimer

AI-generated outputs, including agent responses, citations, analytics, and recommendations, are provided for informational purposes only and do not constitute clinical, legal, regulatory, or financial advice. Claimalytics does not guarantee the accuracy, completeness, or timeliness of any AI-generated output. You are solely responsible for evaluating and verifying all outputs before making any clinical, business, or regulatory decision.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAIMALYTICS' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO CLAIMALYTICS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL CLAIMALYTICS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF CLAIMALYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

11.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless Claimalytics and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) your violation of any applicable law or regulation; (c) your Customer Data; or (d) your failure to comply with HIPAA or other applicable healthcare regulations.

11.2 Claimalytics Indemnification

Claimalytics agrees to indemnify, defend, and hold harmless you from and against any third-party claims alleging that the Service, as provided by Claimalytics, infringes a valid United States patent, copyright, or trade secret, provided that you promptly notify us, grant us sole control of the defense, and cooperate as reasonably required.

12. Term and Termination

12.1 Term

These Terms are effective upon your first use of the Service and continue for the duration of your subscription. Subscription terms renew automatically unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

12.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice; or (b) becomes subject to bankruptcy, insolvency, or similar proceedings.

12.3 Termination for Convenience

You may terminate your subscription at any time by providing thirty (30) days' written notice to Claimalytics. Early termination does not entitle you to a refund of prepaid fees unless otherwise specified in your order.

12.4 Effect of Termination

Upon termination: (a) your access to the Service will cease; (b) you will have a thirty (30) day wind-down period to export your Customer Data; (c) Claimalytics will delete your Customer Data in accordance with the Data Retention Policy (Section 5); and (d) provisions that by their nature should survive termination will survive, including Sections 4.3, 4.4, 5, 8, 9.2, 10, 11, 13, and 14.

13. Governing Law and Dispute Resolution

13.1 Governing Law

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

13.2 Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Florida. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including but not limited to breaches of confidentiality or intellectual property rights.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any executed Order Form, BAA, NDA, and other documents expressly incorporated by reference, constitute the entire agreement between you and Claimalytics with respect to the Service and supersede all prior agreements and understandings.

14.2 Amendments

We may update these Terms from time to time. We will provide at least thirty (30) days' notice of material changes via email or in-app notification. Your continued use of the Service after the effective date of updated Terms constitutes acceptance. If you do not agree to updated Terms, you must stop using the Service before the effective date.

14.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Waiver

No failure or delay by either party in exercising any right under these Terms shall operate as a waiver thereof.

14.5 Assignment

You may not assign these Terms or any rights hereunder without Claimalytics' prior written consent. Claimalytics may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, labor disputes, internet or utility failures, or third-party service outages.

14.7 Notices

All notices under these Terms shall be in writing and sent to the email address associated with your account (for notices to you) or to legal@claimalytics.com (for notices to Claimalytics). Notices are deemed received upon confirmed delivery.

14.8 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

15. Contact Information

For questions about these Terms, contact us at:

Claimalytics, LLC
Email: legal@claimalytics.com
Website: https://claimalytics.com