Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you, either as an individual or an entity ("Customer," "you," or "your"), and Claimnology, a United States-based company operating at claimnology.ai ("Claimnology," "we," "us," or "our"). These Terms govern your access to and use of our AI-powered medical billing platform, services, software, documentation, features, and support (collectively, the "Service" or "Services").

By subscribing, accessing, or using the Services, clicking "I agree" or similar, or executing an order form or subscription agreement ("Order Form") referencing these Terms, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

These Terms, together with any applicable Order Form, Business Associate Agreement, and our Privacy Policy, constitute the "Customer Agreement" between you and Claimnology. If you are using our Services on behalf of an organization (such as a medical practice or billing company), you represent and warrant that you have the authority to bind that organization to these Terms, and "you" will refer to both you and that organization.

2. Definitions

For purposes of these Terms, the following terms have the meanings set forth below:

• "Authorized Users" means your employees, contractors, and agents who are permitted by you to use the Services under these Terms.
• "Customer Data" means all data, content, information, materials, documentation, and files that you or your Authorized Users upload, submit, enter, or otherwise transmit to the Services, including Protected Health Information (PHI).
• "Order Form" means any ordering document executed between you and Claimnology that sets forth, among other things, the Services to be provided, fees, term, and other commercial terms.
• "Subscription Term" means the initial term and any renewal terms for which you subscribe to the Services under an Order Form.
• "Protected Health Information" or "PHI" means individually identifiable health information that is created, received, maintained, or transmitted by a Covered Entity or Business Associate, as defined under HIPAA.
• "Business Associate Agreement" or "BAA" means a written contract between a Covered Entity and a Business Associate that establishes the permitted and required uses and disclosures of PHI by the Business Associate.

3. Services, Order Forms, and Additional Documents

3.1 Scope of Services

We agree to provide you with access to the Services as specified in the applicable Order Form. Our Services include an AI-powered medical billing platform designed to assist healthcare providers and billing companies with revenue cycle management, including but not limited to:

• Parsing and processing patient data, superbills, and insurance information
• Generating and submitting insurance claims
• Automating posting, reconciliation, and denial handling
• Processing and managing Protected Health Information (PHI) and billing data
• Providing analytics and reporting related to billing operations
• Other features and services as we may develop and make available

3.2 Additional Agreements

Where applicable, a Business Associate Agreement ("BAA") will govern our handling of Protected Health Information (PHI) under HIPAA when you are a Covered Entity or Business Associate. Our Privacy Policy and any relevant compliance or security policies are incorporated herein by reference.

3.3 Service Modifications

Claimnology is currently in development, and our Services are subject to change, modification, or discontinuation at any time. We reserve the right to add, modify, or remove features, functionality, or services at our sole discretion. We will make reasonable efforts to notify you of material changes to our Services, especially for changes affecting functionality, pricing, or data handling. We do not guarantee that our Services will be available at all times, uninterrupted, or error-free.

4. Grant of Rights; License

Subject to your compliance with these Terms, Claimnology grants you a non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Services solely for your internal business purposes in accordance with these Terms and any applicable Order Form.

You agree not to: (a) reverse-engineer, decompile, or disassemble the Services; (b) copy, modify, or create derivative works of the Services; (c) use the Services to build a competing service; (d) permit access beyond Authorized Users; (e) violate applicable law in using the Services; (f) sell, resell, lease, or sublicense the Services; (g) interfere with or disrupt the security or performance of the Services; or (h) use automated systems (bots, scrapers, etc.) to access the Services without our prior written consent.

5. Customer Responsibilities

5.1 Use Restrictions

Customer will not:

• Use the Service for any unlawful purpose or in violation of any regulations, including HIPAA, state and federal healthcare laws
• Submit false, fraudulent, or misleading information or claims
• Transmit any viruses, malware, or other harmful code
• Attempt to gain unauthorized access to our Services, systems, or networks
• Collect or harvest information about other users without their consent

5.2 Data and PHI

Customer owns all of its Customer Data submitted to the Service, including PHI. You will ensure all data is accurate, complete, and that all necessary consents and authorizations are in place. You agree to provide only the minimum necessary PHI and comply with all privacy laws. We will process PHI only according to the BAA and applicable law.

5.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to: (a) use strong, unique passwords and enable multi-factor authentication when available; (b) notify us immediately of any unauthorized access; and (c) not share your account credentials with any third party.

5.4 Compliance

Customer is responsible for compliance with all applicable laws, regulations, payer rules, licensing, and for ensuring its use of the Service follows professional standards in healthcare, coding, billing, etc. If you are a healthcare provider or billing company, you represent and warrant that you are licensed, certified, or otherwise authorized to provide healthcare services or billing services in your jurisdiction, and that you will maintain all necessary licenses, certifications, and authorizations while using our Services.

6. Fees, Payment, and Subscription Term

6.1 Fees

You will pay all fees as set out in the applicable Order Form. Unless otherwise specified, fees are due in advance and are non-refundable. Fees are exclusive of taxes unless otherwise stated. You are responsible for sales, use, or similar taxes applicable to your use of the Services.

6.2 Payment Terms

Payment due dates, accepted payment methods (credit card, ACH, etc.), and late payment terms will be specified in the Order Form. If you do not pay fees when due, we may suspend your access until payment is made; late fees may apply.

6.3 Subscription Term

The Subscription Term begins on the date specified in the Order Form. It automatically renews for successive renewal periods unless terminated per these Terms. We may increase fees upon renewal with advance notice (typically 30-60 days) in accordance with the terms in your Order Form.

7. Proprietary Rights

7.1 Claimnology Ownership

Claimnology retains all rights, title, and interest in and to the Services, including all software, technology, algorithms, AI models, designs, user interface, documentation, and all related intellectual property rights, excluding Customer Data and Customer's content.

7.2 Customer Ownership & License

You retain ownership of your Customer Data. You grant us a non-exclusive, royalty-free license to use, process, store, display, and transmit that data to provide and improve the Service, in accordance with our Privacy Policy and any applicable BAA.

7.3 Derived Data

We may generate aggregated, de-identified, benchmark, or derived data from Customer Data. We own such derived data, which shall not identify you or your patients and is not subject to HIPAA requirements.

8. HIPAA and Privacy; Business Associate Agreement

If you are a Covered Entity or Business Associate under HIPAA, Claimnology agrees to execute a Business Associate Agreement ("BAA") when required. We will handle Protected Health Information ("PHI") only in accordance with HIPAA, applicable state laws, and our BAA.

We implement administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of PHI, as described in our Privacy Policy. We will notify you promptly upon discovering a security incident involving your Customer Data or PHI in accordance with the BAA and applicable laws.

9. Warranties; Disclaimers

9.1 Mutual Warranties

Each party represents that it has the legal power to enter into the Customer Agreement; that its obligations are lawful; and that its execution and performance do not violate any existing agreement or law.

9.2 Limited Service Warranty

We warrant that the Services will perform materially in accordance with the documentation under normal use. This warranty does not apply to: (a) beta or preview features; (b) modifications made by you or third parties; (c) use of the Services in violation of these Terms; or (d) issues caused by factors outside our reasonable control.

9.3 Disclaimer of Warranties

EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND CLAIMNOLOGY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT.

IMPORTANT: Claimnology provides tools and services to assist with medical billing, but we do not guarantee that any insurance claim submitted through our Services will be accepted, approved, or paid by any insurance company, payer, or third party. Claim acceptance, approval, and payment are determined solely by the insurance company, payer, or third party. We do not guarantee uninterrupted service, error-free operation, or a specific collection rate for insurance claims.

Our Services are designed to assist with administrative and billing functions only. We do not provide medical advice, legal advice, or professional services. Our Services should not be used as a substitute for professional medical, legal, or financial advice.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAIMNOLOGY'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES YOU PAID IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

IN NO EVENT SHALL CLAIMNOLOGY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

These limitations apply regardless of the legal theory (contract, tort, negligence, strict liability, etc.). Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.

11. Indemnification

11.1 Customer Indemnity

You will defend, indemnify, and hold us harmless, including our officers, employees, agents, and affiliates, from any claims, losses, damages, costs, liabilities, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service not in accordance with these Terms
• Violations of laws or third-party rights because of something you provided
• Any claims relating to your Customer Data or content
• Any breach involving PHI for which Customer is responsible under applicable law or the BAA
• Any claims, disputes, or liabilities arising from insurance claims submitted through our Services

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in defending such claims. You agree not to settle any claim without our prior written consent.

11.2 Claimnology Indemnity

We will defend, indemnify, and hold you harmless from third-party claims alleging that our Service, as provided, infringes or misappropriates U.S. intellectual property rights, except to the extent such claim arises from your modifications, combination with other services, or your content.

12. Term and Termination

12.1 Term

These Terms remain in effect until all Order Forms terminate or expire. The Customer Agreement begins on the date specified in your Order Form and continues for the Initial Term. Unless terminated earlier, it renews for renewal terms automatically, unless you or we provide notice within the required notice period.

12.2 Termination for Cause

Either party may terminate the Customer Agreement for material breach if the other party fails to cure the breach within thirty (30) days after written notice. We may suspend or terminate your access immediately for: (a) non-payment; (b) violation of these Terms or applicable law; (c) fraudulent or illegal activity; or (d) any other reason we deem necessary to protect our rights, property, or safety.

12.3 Effect of Termination

Upon termination: (a) you must pay all outstanding fees due; (b) we will stop providing the Service; (c) your right to access and use the Services will immediately cease; and (d) all provisions of these Terms that by their nature should survive termination will survive, including but not limited to Sections 7 (Proprietary Rights), 9 (Warranties; Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 15 (Governing Law & Dispute Resolution).

13. Data Return and Deletion

Upon termination or expiration, we will return or delete your Customer Data as you request or as you designate, subject to applicable laws and our data retention policies. Unless otherwise stated, we will retain Customer Data for a period (e.g., 60 days) to allow you to export it; afterward, we may delete or archive it in accordance with our policies.

We may retain backup copies or logs for a limited period for emergency recovery, auditing, or legal compliance, in accordance with our Privacy Policy and applicable law.

14. Confidentiality and Security

14.1 Confidential Information

Each party may receive non-public information from the other ("Confidential Information") which must be kept confidential and used only to perform obligations under these Terms. Confidential Information includes our technology, algorithms, business plans, and customer lists. This obligation survives termination of these Terms. The confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party; or (d) is required to be disclosed by law or court order.

14.2 Security

We will implement and maintain reasonable administrative, technical, and physical safeguards to protect data, including PHI, in accordance with industry standards and applicable law (e.g., HIPAA, HITECH), as described in our Privacy Policy.

15. Governing Law; Dispute Resolution

15.1 Governing Law

The Customer Agreement will be governed by the laws of the state in which Claimnology is incorporated, without regard to its conflicts of law principles.

15.2 Informal Resolution

Any dispute arising under or relating to these Terms shall first be attempted to be resolved by good faith negotiation. Before initiating any formal dispute resolution proceeding, you agree to first contact us at legal@claimnology.ai to attempt to resolve the dispute informally. We will attempt to resolve the dispute in good faith within thirty (30) days of receiving your notice.

15.3 Venue

If the dispute is not resolved within thirty (30) days, then any action or dispute arising out of or related to these Terms shall be brought in state or federal courts located in the jurisdiction where Claimnology maintains its principal place of business, and you consent to the personal jurisdiction of such courts.

15.4 Arbitration (Optional)

Alternatively, if we cannot resolve a dispute informally, you and Claimnology may agree to resolve disputes through binding arbitration conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Either party may bring claims in small claims court if the claims qualify. YOU AND CLAIMNOLOGY AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL AND TO BRING CLAIMS ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

16. Changes to Terms

We may modify these Terms from time to time. We'll post updated Terms on our website and indicate the "Last Updated" date. If the changes are material (e.g., affect legal rights, liabilities, or payment terms), we'll provide notice (e.g., via email) at least 30 days before they take effect. Continued use of the Services after the effective date of changes constitutes your acceptance. If you do not agree to the updated Terms, you must stop using our Services.

17. General Provisions

17.1 Entire Agreement

These Terms, the Order Form, BAA (if applicable), Privacy Policy, and other referenced policies constitute the full agreement between you and us regarding the Service, superseding prior agreements or understandings.

17.2 Severability

If any provision of these Terms is found invalid or unenforceable, the remainder of the Terms remains in effect, and the invalid provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable.

17.3 Waiver

Failure to enforce any right does not constitute waiver of that right. Any waiver must be in writing and signed by an authorized representative.

17.4 Assignment

You may not assign or transfer these Terms without our prior written consent except in connection with a merger or sale. We may assign to affiliates or in connection with corporate transactions.

17.5 Notices

We send notices to your registered contact (email or postal); you must keep your contact information current.

17.6 Force Majeure

Neither party will be liable for delays or failure to perform due to causes beyond reasonable control (e.g., natural disasters, acts of government, internet failures, war, terrorism, labor disputes).

18. Contact Information

If you have questions, concerns, or requests regarding these Terms or our Services, please contact us: