HEALTHCLAIMAGENT.AI

Terms of Service

1. Definitions

The following terms have specific meanings throughout these Terms of Service. Understanding these definitions is important because they determine the scope of your rights and obligations.

“Agreement” means these Terms of Service, together with the Privacy Policy, any Pricing Schedule, and any other documents expressly incorporated by reference.

“Appeal Letter” means any insurance denial appeal document generated by the Service on your behalf, including the letter text, parity analysis, legal citations, and any supporting arguments.

“Authorized User” means any individual whom you authorize to access the Service under your account, including employees, contractors, billing staff, or practice administrators.

“Clearinghouse” means an electronic claims clearinghouse (such as Office Ally, Availity, Trizetto, or Change Healthcare) through which your practice submits claims and receives electronic remittance advice (ERA/835 transactions).

“Claim” means a specific insurance claim identified by a unique claim number, date of service, and CPT code(s) for which the Service generates an Appeal Letter.

“Company,” “we,” “us,” or “our” means HealthClaimAgent Inc., a Texas corporation, operating the HealthClaimAgent.AI platform.

“Customer,” “you,” or “your” means the individual behavioral health provider or the legal entity (such as a group practice, PLLC, or corporation) that registers for and uses the Service.

“De-Identified Data” means data derived from your use of the Service from which all individually identifiable patient information has been removed in accordance with the HIPAA Safe Harbor method (45 C.F.R. § 164.514(b)).

“Outcome” means the final disposition of an appeal, including whether the appeal was successful (fully or partially) and the dollar amount recovered, if any.

“Payer Intelligence” means aggregated, de-identified analytics derived from appeal Outcomes across multiple Customers, including payer-specific win rates, denial patterns, argument effectiveness scores, and behavioral trends.

“Platform Data” means all De-Identified Data, Payer Intelligence, model traces, prompt-response pairs, quality scores, and other non-individually-identifiable data generated through the operation of the Service.

“Pricing Schedule” means the pricing tier applicable to your account, as displayed during registration and in your account settings, which specifies your subscription fee (if any) and Success Fee rate.

“Protected Health Information” or “PHI” means individually identifiable health information as defined under HIPAA (45 C.F.R. § 160.103), including patient names, dates of service, diagnosis codes, and claim numbers when associated with an identified individual.

“Recovered Revenue” means the total dollar amount paid by an insurer on a Claim for which the Service generated an Appeal Letter, where such payment occurs after the Appeal Letter was generated and is attributable to the appeal process. Recovered Revenue is calculated based on the ERA/835 remittance amount or, if ERA/835 data is not available, the amount self-reported by you through the Service.

“Service” means the HealthClaimAgent.AI platform, including the web application, API, AI-powered appeal generation pipeline, knowledge base, payer intelligence features, and all related tools and functionality.

“Success Fee” means the percentage of Recovered Revenue owed to the Company as compensation for the Service, as specified in your Pricing Schedule.

2. Acceptance and Eligibility

2.1 Acceptance

By creating an account, clicking “I Agree,” or using the Service in any way, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a legal entity (such as a group practice or corporation), you represent and warrant that you have the authority to bind that entity to these Terms.

2.2 Eligibility

The Service is intended for use by licensed behavioral health providers and their authorized staff operating in the United States. By using the Service, you represent that you hold a valid, active license to practice in your state of operation (or that you are authorized staff acting under the supervision of such a licensee), that you are at least 18 years of age, and that you have the legal authority to enter into binding contracts.

2.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately at support@healthclaimagent.ai if you believe your account has been compromised. We are not liable for any loss arising from unauthorized use of your account.

3. Description of the Service

3.1 What the Service Does

HealthClaimAgent.AI provides AI-powered generation of insurance denial appeal letters for behavioral health services. The Service analyzes the denial context you provide (including denial reason codes, payer information, diagnosis codes, CPT codes, and service descriptions), retrieves relevant legal and clinical evidence from our proprietary knowledge base, performs parity analysis under the Mental Health Parity and Addiction Equity Act (MHPAEA), and generates a comprehensive appeal letter with legal citations, clinical justification, and payer-specific arguments.

3.2 What the Service Does Not Do

The Service does not provide legal advice, medical advice, or billing consultation. The Service does not guarantee any specific outcome for any appeal. The Service does not submit appeal letters to insurers on your behalf (you are responsible for reviewing, editing if necessary, and submitting all Appeal Letters). The Service does not create an attorney-client relationship between you and the Company. The Service does not replace your professional clinical judgment regarding the appropriateness of treatment.

3.3 Your Review Obligation

AI-generated content may contain errors, including incorrect citations, inapplicable legal arguments, or clinical characterizations that do not match your patient's specific presentation. You have the professional obligation and the ability to edit any Appeal Letter before submission. By submitting an Appeal Letter to an insurer, you represent that you have reviewed it and that the clinical representations in the letter are accurate to the best of your professional knowledge.

3.4 Acceptable Use

You agree not to use the Service for any purpose other than generating insurance denial appeal letters for behavioral health services. Without limiting the foregoing, you shall not reverse engineer, decompile, or disassemble any component of the Service, including the AI models, prompt templates, or retrieval algorithms. You shall not use the Service to build, train, or improve a competing product or service, or to benchmark the Service against a competing product. You shall not scrape, crawl, or systematically extract data from the Service. You shall not resell, sublicense, or provide access to the Service to any third party not authorized under your account. You shall not register multiple accounts to circumvent pricing tier requirements (for example, a group practice registering individual provider accounts to obtain solo-tier pricing). If the Company determines that you have misrepresented your practice size or structure to obtain a lower pricing tier, the Company may reclassify your account to the appropriate tier and invoice you retroactively for the difference in fees.

3.5 Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information. “Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement, including the Company's algorithms, pricing models, payer intelligence methodologies, and business strategies, and your patient information, practice financial data, and appeal outcomes. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction. The receiving party shall not disclose Confidential Information to any third party except as necessary to perform its obligations under this Agreement, and shall use the same degree of care it uses to protect its own confidential information (but no less than reasonable care). This confidentiality obligation survives termination of this Agreement for a period of three (3) years.

3.6 Service Availability

The Company will use commercially reasonable efforts to maintain the availability of the Service. However, the Service is provided on an “as available” basis, and the Company does not guarantee any specific level of uptime or availability. The Service may be temporarily unavailable due to scheduled maintenance (for which we will provide advance notice when practicable), unscheduled maintenance or emergency repairs, third-party service outages (including cloud hosting and AI model providers), or periods of unusually high demand. The Company is not liable for any loss or damage arising from Service unavailability.

4. Pricing, Success Fees, and Payment

4.1 Pricing Tiers

The Service is offered in multiple pricing tiers, each with a monthly subscription fee and a Success Fee rate. Your applicable tier is determined at registration based on the number of providers in your practice and is displayed in your Pricing Schedule. The Company reserves the right to modify pricing tiers for new registrations at any time. Changes to your existing Pricing Schedule require 30 days' written notice and take effect at the beginning of your next billing cycle.

4.2 Success Fee Obligation

The Success Fee obligation is triggered by the insurer's payment of a previously denied Claim, not by your reporting of the Outcome. If you fail to report an Outcome but the Claim is subsequently paid, the Success Fee remains owed. The Company may verify Outcomes through Clearinghouse integrations, ERA/835 data, or audit rights as described in Section 4.5.

4.3 Success Fee Calculation

The Success Fee is calculated as follows. The Recovered Revenue equals the total amount paid by the insurer on the Claim as reflected in the ERA/835 remittance advice or equivalent payment notification. The Success Fee equals the Recovered Revenue multiplied by the Success Fee rate in your Pricing Schedule. For partial recoveries (where the insurer pays less than the billed amount but more than zero), the Success Fee is calculated on the actual amount recovered, not the originally billed amount.

4.4 Outcome Reporting Obligation

Outcome reporting is accomplished through the Service's outcome recording interface by indicating whether the appeal resulted in full payment, partial payment (with amount), or denial. Accurate Outcome reporting is a material obligation under this Agreement. The Company relies on Outcome data for both billing and for improving the Service for all users. Your Outcome reports contribute to the Payer Intelligence that makes the Service more effective over time.

4.5 Verification and Audit Rights

To ensure the accuracy of Success Fee calculations and Outcome reporting, the Company has the following verification rights.

4.5.1 Clearinghouse Verification

During onboarding or at any time during your use of the Service, the Company may request that you provide read-only access to ERA/835 remittance data from your Clearinghouse for the specific Claims for which the Service generated Appeal Letters. This access is limited to Claims processed through the Service and does not extend to your broader claims portfolio. If you provide Clearinghouse access, the Company will use ERA/835 data to automatically verify Outcomes and calculate Success Fees, reducing your manual reporting burden. If you decline or fail to provide Clearinghouse access within 30 days of the Company's request, the Presumption of Recovery provisions in Section 4.5.3 shall apply to all unreported Outcomes immediately, without the 120-day waiting period.

4.5.2 Audit Rights

The Company reserves the right, upon 30 days' written notice, to audit your Outcome reports for accuracy. An audit may include a request for documentation of claim payment status (such as EOB copies or ERA/835 printouts) for a random sample of up to 20 Claims generated through the Service during any 12-month period. You agree to cooperate with any such audit in good faith. If an audit reveals a material discrepancy (defined as underreporting of Recovered Revenue by 10% or more across the audited sample), the Company may require Clearinghouse verification as a condition of continued use, invoice you for underpaid Success Fees plus interest at the rate of 1.5% per month from the date the Success Fee was originally due, and charge you a reasonable audit fee not to exceed $500 per audit.

4.5.3 Presumption of Recovery

If you fail to report an Outcome for a Claim within 120 days of the Appeal Letter generation date, and you have not provided Clearinghouse verification access, the Company may send you a written inquiry requesting confirmation of the Outcome. If you do not respond to the inquiry within 30 days, the Company may presume that the appeal was successful and issue an invoice for the Success Fee based on the originally billed amount of the Claim. You may dispute this presumption by providing documentation (such as a final denial letter or EOB showing non-payment) within 30 days of receiving the invoice.

4.6 Payment Terms

Success Fees are invoiced monthly for all Outcomes reported or verified during the preceding calendar month. Invoices are due within 30 days of issuance. Subscription fees are charged automatically on the first day of each billing cycle via the payment method on file. You are required to add a valid payment method on file after generating three (3) appeals or before the end of your Trial Period, whichever comes first. Once a payment method is required, you must maintain a valid payment method on file at all times to continue using the Service. Late payments accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

4.7 Free Trial Period

All new accounts receive a thirty (30) day free trial beginning on the date of account creation (“Trial Period”). During the Trial Period:

(a) You will not be charged any subscription fees.

(b) You may generate appeals and use all features of the Service at no cost.

(c) A valid payment method is required after your third (3rd) appeal generation to continue using the Service, but your payment method will not be charged during the Trial Period.

(d) You may cancel your account at any time during the Trial Period at no cost. If you cancel during the Trial Period, you will not be charged any subscription fees or Success Fees for appeals generated during the Trial Period that have not yet resulted in Recovered Revenue.

(e) At the end of the Trial Period, your subscription will automatically convert to a paid subscription at the rate specified in your Pricing Schedule. Your payment method on file will be charged the applicable subscription fee. If no payment method is on file at the end of the Trial Period, your access to appeal generation will be suspended until a payment method is added.

(f) Success Fees incurred during the Trial Period (i.e., appeals generated during the trial that later result in Recovered Revenue) remain payable regardless of cancellation. The obligation to report outcomes and pay Success Fees survives the Trial Period.

4.8 Refunds

(a) Subscription Fees: If you cancel your subscription, you will retain access to the Service through the end of your current billing cycle. Subscription fees are non-refundable for partial billing periods.

(b) Success Fees: Success Fees are non-refundable once invoiced, as they are calculated based on confirmed Recovered Revenue. If an insurer reverses or recoups a previously paid claim after a Success Fee has been invoiced, you may submit a dispute to support@healthclaimagent.ai with documentation of the reversal. Verified reversals will be credited to your account within thirty (30) days.

(c) Trial Period: No refunds are applicable during the Trial Period as no charges are incurred.

4.9 Disputes

If you believe a Success Fee invoice is inaccurate, you must notify the Company in writing within 30 days of the invoice date, identifying the specific Claims in dispute and providing supporting documentation. The Company will review the dispute in good faith and issue a revised invoice if warranted. Undisputed portions of invoices remain due during the dispute resolution process.

4.10 Security Interest in Recovered Revenue

To secure your obligation to pay Success Fees, you hereby grant the Company a first-priority contractual lien on all Recovered Revenue attributable to Appeal Letters generated through the Service. This lien attaches at the moment the insurer issues payment on a Claim for which the Service generated an Appeal Letter, and is released upon payment of the applicable Success Fee. You agree not to take any action that would impair the Company's interest in Recovered Revenue, including diverting payments or directing the insurer to pay a different payee to avoid Success Fee obligations.

5. Outcome Misrepresentation

Intentional misreporting of appeal Outcomes is a serious breach of this Agreement with significant consequences. This section exists because the Company's Success Fee revenue depends on accurate Outcome data, and the Company has limited independent means to verify Outcomes absent your cooperation.

5.1 Prohibited Conduct

You shall not intentionally report a successful appeal as unsuccessful (“lost”) to avoid paying a Success Fee. You shall not intentionally underreport the amount of Recovered Revenue to reduce a Success Fee. You shall not fail to report Outcomes for the purpose of avoiding Success Fee obligations. You shall not instruct or encourage any employee, contractor, or agent to engage in any of the foregoing conduct.

5.2 Consequences of Misrepresentation

If the Company determines, through audit, Clearinghouse verification, or other means, that you have intentionally misrepresented an Outcome, the Company may immediately terminate your account and access to the Service, invoice you for all unpaid Success Fees plus a penalty equal to 100% of the underpaid amount (for a total of 2x the originally owed Success Fee), recover its reasonable costs of investigation including attorney's fees, report the matter to applicable regulatory bodies where required by law, and pursue any other remedies available at law or in equity.

5.3 Safe Harbor for Good-Faith Errors

This Section does not penalize good-faith errors in Outcome reporting. If you inadvertently report an incorrect Outcome and correct the error upon discovery or upon notification by the Company, no penalty will apply. The Company will work with you in good faith to resolve unintentional reporting discrepancies. The 10% materiality threshold in Section 4.5.2 is specifically designed to distinguish systematic underreporting from occasional mistakes.

5A. Prohibited Uses, Fraud, and User Conduct

5A.1 Prohibited Uses

You shall not use the Service for any unlawful purpose or in any manner that violates applicable federal, state, or local law, regulation, or professional ethical standard. Without limiting the foregoing, you expressly agree that you shall not:

(a) submit fabricated, falsified, or materially altered denial letters, Explanations of Benefits (EOBs), or other insurance documents to the Service;

(b) input false, fictitious, or fraudulent patient information, diagnosis codes, CPT codes, dates of service, or provider credentials into the Service;

(c) use Appeal Letters generated by the Service to support or advance any insurance claim that you know to be fraudulent, false, or materially misleading;

(d) submit Appeal Letters generated by the Service without first reviewing the content for accuracy, clinical appropriateness, and applicability to the specific patient and denial at issue;

(e) use the Service to generate Appeal Letters for denials that you know to be legitimate and correctly adjudicated, with the intent to obtain payment to which you are not entitled;

(f) represent Appeal Letters generated by the Service as having been prepared by a licensed attorney, unless you are in fact a licensed attorney who has reviewed and adopted the content as your own work product;

(g) use the Service to systematically generate fraudulent appeals as part of any scheme to defraud any insurer, government health program, or other third-party payor; or

(h) use the Service in any manner that constitutes insurance fraud, healthcare fraud, or wire fraud under applicable federal or state law, including but not limited to 18 U.S.C. § 1347 (Health Care Fraud), 18 U.S.C. § 1341 (Mail Fraud), 18 U.S.C. § 1343 (Wire Fraud), or Texas Penal Code § 35.02 (Insurance Fraud).

5A.2 Your Sole Responsibility for Submitted Content

YOU ACKNOWLEDGE AND AGREE THAT YOU BEAR SOLE AND EXCLUSIVE RESPONSIBILITY FOR ALL CONTENT YOU SUBMIT TO INSURERS USING OR DERIVED FROM THE SERVICE. THE SERVICE GENERATES DRAFT APPEAL LETTERS BASED ON THE INFORMATION YOU PROVIDE AND THE PLATFORM'S KNOWLEDGE BASE. YOU ARE REQUIRED TO REVIEW EVERY APPEAL LETTER FOR ACCURACY, CLINICAL CORRECTNESS, AND REGULATORY COMPLIANCE BEFORE SUBMITTING IT TO ANY INSURER OR OTHER PARTY. BY SUBMITTING AN APPEAL LETTER, YOU REPRESENT AND WARRANT THAT YOU HAVE REVIEWED ITS CONTENTS, THAT THE FACTUAL ASSERTIONS CONTAINED THEREIN ARE TRUE AND ACCURATE TO THE BEST OF YOUR KNOWLEDGE, AND THAT THE APPEAL IS BEING SUBMITTED IN GOOD FAITH.

5A.3 No Legal, Medical, or Professional Advice

THE SERVICE IS A TECHNOLOGY TOOL THAT ASSISTS LICENSED HEALTHCARE PROVIDERS IN DRAFTING INSURANCE APPEAL LETTERS. THE SERVICE DOES NOT CONSTITUTE AND SHALL NOT BE CONSTRUED AS LEGAL ADVICE, MEDICAL ADVICE, CLINICAL GUIDANCE, BILLING CONSULTATION, OR ANY OTHER FORM OF PROFESSIONAL ADVICE. THE COMPANY IS NOT A LAW FIRM, MEDICAL PRACTICE, OR LICENSED PROFESSIONAL SERVICE PROVIDER. THE INCLUSION OF LEGAL CITATIONS, REGULATORY REFERENCES, OR CLINICAL GUIDELINES IN APPEAL LETTERS DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP, A PROVIDER-PATIENT RELATIONSHIP, OR ANY OTHER PROFESSIONAL RELATIONSHIP BETWEEN THE COMPANY AND YOU OR YOUR PATIENTS. YOU SHOULD CONSULT WITH QUALIFIED LEGAL AND COMPLIANCE PROFESSIONALS REGARDING ANY QUESTIONS ABOUT THE LEGAL SUFFICIENCY OR REGULATORY IMPLICATIONS OF ANY APPEAL LETTER BEFORE SUBMISSION.

5A.4 Consequences of Prohibited Use

If the Company determines that you have engaged in any conduct prohibited by Section 5A.1, the Company may, in its sole discretion and without prior notice: (a) immediately suspend or terminate your access to the Service; (b) report the conduct to applicable law enforcement, regulatory agencies, or professional licensing boards; (c) cooperate with any governmental investigation arising from your conduct; (d) retain all fees previously paid without refund; and (e) pursue any and all remedies available at law or in equity. The Company shall have no liability to you for any action taken pursuant to this Section 5A.4.

5A.5 Cooperation with Law Enforcement

You acknowledge that the Company may be required or may elect to disclose information regarding your use of the Service to law enforcement, regulatory agencies, insurers, or courts in connection with any investigation or proceeding related to suspected fraud, abuse, or other unlawful activity. To the extent permitted by law, the Company will endeavor to notify you of such disclosure, but shall have no obligation to do so where notification is prohibited by law or could impede an investigation. Your obligation to indemnify the Company under Section 11 expressly includes all costs, claims, and liabilities arising from any investigation or proceeding triggered by your conduct.

6. Intellectual Property

6.1 Company IP

The Service, including all software, algorithms, AI models, prompt templates, knowledge base content, payer intelligence analytics, user interface designs, and documentation, is the exclusive property of the Company and is protected by copyright, trade secret, and other intellectual property laws. Your use of the Service does not transfer any ownership rights to you.

6.2 Appeal Letter Ownership

You own the specific Appeal Letters generated for your patients through the Service. You may use, edit, submit, copy, and distribute your Appeal Letters without restriction. However, the underlying templates, parity analysis logic, citation retrieval methods, and AI models used to generate those Appeal Letters remain the Company's intellectual property.

6.3 Feedback

If you provide feedback, suggestions, or ideas regarding the Service, you grant the Company a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such feedback into the Service without obligation to you.

7. HIPAA Compliance and Patient Privacy

7.1 Business Associate Relationship

To the extent that the Company receives, creates, maintains, or transmits Protected Health Information on your behalf, the Company is a Business Associate as defined under HIPAA (45 C.F.R. § 160.103). A separate Business Associate Agreement (BAA) governs the Company's obligations with respect to PHI, including breach notification obligations under 45 C.F.R. §§ 164.400-414, and is incorporated into this Agreement by reference. If you have not executed a BAA with the Company, you must do so before inputting any PHI into the Service.

7.2 Your HIPAA Obligations

You are responsible for ensuring that your use of the Service complies with HIPAA, including obtaining any necessary patient authorizations and ensuring that the minimum necessary standard is applied when inputting patient information into the Service. The Company provides placeholder fields (such as [PATIENT_NAME] and [CLAIM_NUMBER]) in generated Appeal Letters to minimize PHI exposure during the generation process. You are responsible for replacing these placeholders with actual patient information only when preparing the final Appeal Letter for submission.

7.3 De-Identification

The Company de-identifies all patient information in accordance with the HIPAA Safe Harbor method before using such information for model training, Payer Intelligence, or any purpose other than generating your specific Appeal Letters. De-identified data is not subject to HIPAA restrictions and may be used as described in Section 8.

8. Data Rights and Platform Intelligence

8.1 Your Data

You retain ownership of all data you input into the Service, including denial information, patient identifiers (subject to HIPAA), clinical descriptions, and any edits you make to Appeal Letters. You may export your data at any time through the Service's export functionality or by contacting support@healthclaimagent.ai.

8.2 Platform Data License

By using the Service, you grant the Company a perpetual, irrevocable, royalty-free, worldwide license to use, process, analyze, aggregate, and create derivative works from De-Identified Data and Platform Data for the purposes described in Section 8.3. This license survives termination of your account.

8.3 Permitted Uses of Platform Data

The Company uses Platform Data for the following purposes: improving the accuracy and effectiveness of the AI models that generate Appeal Letters (including supervised fine-tuning and direct preference optimization using de-identified prompt-response pairs and human edit patterns); building and maintaining the Payer Intelligence database, which provides aggregated analytics on payer behavior, denial patterns, and argument effectiveness to all users of the Service; training and deploying specialized AI models (including small language models) for extraction, parity analysis, and appeal generation tasks; publishing aggregated, de-identified reports on behavioral health parity compliance for educational, advocacy, and research purposes; and enhancing the Service's knowledge base, retrieval algorithms, and quality scoring systems.

8.4 What We Do Not Do With Your Data

The Company does not sell individually identifiable patient information to any third party. The Company does not share your practice's specific appeal outcomes, win rates, or financial information with other users of the Service or with any third party, except in aggregated, de-identified form. The Company does not use your data to generate Appeal Letters for competing practices that could disadvantage your specific patients or claims. The Company does not provide your individually identifiable data to insurers.

8.5 Payer Intelligence Contribution

You acknowledge that your use of the Service, including your Outcome reports and appeal interaction patterns, contributes to the Payer Intelligence database that benefits all users. This data sharing is integral to the Service's value proposition: the more providers who use the Service and report Outcomes, the more accurate the payer behavior models become, which improves appeal success rates for everyone. You agree that your contribution to Payer Intelligence is part of the consideration you provide in exchange for the Service.

9. Disclaimers and Limitations of Liability

9.1 No Guarantee of Results

THE SERVICE DOES NOT GUARANTEE THAT ANY APPEAL WILL BE SUCCESSFUL. APPEAL OUTCOMES DEPEND ON NUMEROUS FACTORS OUTSIDE THE COMPANY'S CONTROL, INCLUDING THE SPECIFIC CLINICAL CIRCUMSTANCES, THE INSURER'S INTERNAL REVIEW PROCESS, THE COMPLETENESS OF THE DOCUMENTATION YOU PROVIDE, AND THE ACCURACY OF THE INFORMATION YOU INPUT. HISTORICAL SUCCESS RATES AND PAYER INTELLIGENCE ARE PROVIDED FOR INFORMATIONAL PURPOSES AND DO NOT PREDICT OR GUARANTEE FUTURE RESULTS.

9.2 AI Limitations

The Service uses artificial intelligence to generate Appeal Letters. AI-generated content may contain inaccuracies, including incorrect legal citations, inapplicable regulatory references, or clinical characterizations that do not match your patient's specific situation. The Company makes commercially reasonable efforts to maintain the accuracy of its knowledge base and AI models, but does not warrant that Appeal Letters will be error-free.

9.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO THE COMPANY DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM, OR (B) $500. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, AND OTHER THEORIES.

9.4 Exclusion of Consequential Damages

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF PATIENTS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR REGULATORY PENALTIES, REGARDLESS OF WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.5 Essential Purpose

The limitations and exclusions in this Section apply even if any limited remedy fails of its essential purpose. You acknowledge that these limitations are a fundamental element of the bargain between you and the Company, and that the Company would not provide the Service at the prices charged without these limitations.

9.6 No Liability for User Misuse or Fraud

THE COMPANY SHALL BEAR NO LIABILITY WHATSOEVER FOR ANY LOSS, DAMAGE, PENALTY, FINE, SANCTION, CRIMINAL PROSECUTION, CIVIL ACTION, PROFESSIONAL DISCIPLINARY PROCEEDING, LICENSE REVOCATION, DEBARMENT, EXCLUSION FROM FEDERAL HEALTHCARE PROGRAMS, OR OTHER ADVERSE CONSEQUENCE ARISING FROM YOUR MISUSE OF THE SERVICE, YOUR SUBMISSION OF FRAUDULENT OR MISLEADING INFORMATION TO THE SERVICE, YOUR SUBMISSION OF APPEAL LETTERS WITHOUT ADEQUATE REVIEW, OR YOUR USE OF THE SERVICE IN ANY MANNER THAT VIOLATES APPLICABLE LAW OR PROFESSIONAL STANDARDS. THIS EXCLUSION APPLIES REGARDLESS OF WHETHER THE COMPANY KNEW OR SHOULD HAVE KNOWN OF THE POTENTIAL FOR SUCH CONSEQUENCES.

9.7 Assumption of Risk

YOU ACKNOWLEDGE THAT INSURANCE APPEAL SUBMISSION IS A REGULATED ACTIVITY WITH POTENTIAL LEGAL AND PROFESSIONAL CONSEQUENCES. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR DECISION TO USE AI-GENERATED CONTENT IN CONNECTION WITH INSURANCE APPEALS. YOU ACKNOWLEDGE THAT YOU HAVE THE PROFESSIONAL TRAINING, LICENSURE, AND COMPETENCE TO EVALUATE THE ACCURACY AND APPROPRIATENESS OF APPEAL LETTERS GENERATED BY THE SERVICE, AND THAT YOUR USE OF THE SERVICE DOES NOT DIMINISH YOUR INDEPENDENT PROFESSIONAL OBLIGATIONS TO YOUR PATIENTS, INSURERS, OR REGULATORY BODIES.

10. Term and Termination

10.1 Term

This Agreement begins when you create an account and continues until terminated by either party.

10.2 Termination by You

You may terminate your account at any time by contacting support@healthclaimagent.ai or through your account settings. Termination does not relieve you of any obligation to pay Success Fees for appeals generated before termination. All Outcome reporting obligations for appeals generated before termination survive for 120 days following the last Appeal Letter generation date.

10.3 Termination by the Company

The Company may terminate your account immediately upon written notice if you breach any material term of this Agreement (including the Outcome reporting and misrepresentation provisions), you fail to pay any Success Fee or subscription fee within 60 days of the due date, you engage in conduct that threatens the security or integrity of the Service, or you are found to have intentionally misrepresented Outcomes as described in Section 5.

10.4 Effect of Termination

Upon termination, your access to the Service will be deactivated. You may request export of your data for 30 days following termination. The Company's license to Platform Data (Section 8.2) survives termination. All accrued Success Fee obligations survive termination. Sections 4 (Pricing), 5 (Misrepresentation), 6 (IP), 8 (Data Rights), 9 (Disclaimers), 11 (Indemnification), and 12 (Dispute Resolution) survive termination.

11. Indemnification

11.1 Your Indemnification of the Company

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees) arising from your use of the Service, including any Appeal Letter you submit to an insurer; your breach of this Agreement; your violation of any applicable law, regulation, or professional standard; any dispute between you and an insurer regarding a Claim; and any allegation that your use of the Service violated HIPAA or any other privacy law.

11.2 Company Indemnification

The Company will indemnify and defend you from any third-party claim that the Service itself (excluding Appeal Letters you have edited) infringes a valid United States patent or copyright, provided that you promptly notify the Company of the claim and give the Company reasonable cooperation and sole control of the defense and settlement.

11.3 Enhanced Indemnification for Fraud and Misuse

Without limiting the generality of Section 11.1, you specifically agree to indemnify, defend, and hold harmless the Company from and against any and all claims, damages, penalties, fines, costs, and expenses (including reasonable attorney's fees and costs of investigation) arising from or related to: (a) any allegation that you used the Service to commit or facilitate insurance fraud, healthcare fraud, or any other form of fraud; (b) any governmental investigation, audit, or enforcement action directed at your use of the Service; (c) any action by a professional licensing board related to your use of the Service; (d) any claim by an insurer that an Appeal Letter submitted by you contained false, misleading, or fraudulent information; (e) your failure to review an Appeal Letter prior to submission as required by Section 5A.2; and (f) any claim arising from your violation of Section 5A.1 of this Agreement. This indemnification obligation shall survive termination of this Agreement and shall apply regardless of the basis for the claim, including negligence.

12. Dispute Resolution

12.1 Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to conflict of law principles.

12.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to contact the Company at legal@healthclaimagent.ai and attempt to resolve the dispute informally for a period of at least 30 days.

12.3 Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Dallas County, Texas, by a single arbitrator. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU WAIVE ANY RIGHT TO A JURY TRIAL.

12.5 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights or to enforce the confidentiality obligations set forth in Section 3.5 of this Agreement.

13. General Provisions

13.1 Entire Agreement

This Agreement, together with the Privacy Policy and any applicable BAA, constitutes the entire agreement between you and the Company regarding the Service and supersedes all prior agreements, representations, and understandings.

13.2 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

13.3 Waiver

The failure of the Company to enforce any provision of this Agreement does not constitute a waiver of that provision or the right to enforce it in the future.

13.4 Assignment

You may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.5 Notices

All notices required or permitted under this Agreement shall be in writing and shall be sent to the email address associated with your account (for notices to you) or to legal@healthclaimagent.ai (for notices to the Company). Notices are effective upon delivery.

13.6 Force Majeure

The Company is not liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, pandemics, government actions, internet service disruptions, or third-party service outages (including cloud hosting and AI model providers).

13.7 Modifications

The Company may modify these Terms by posting the revised version on the Service and notifying you via email at least 30 days before the changes take effect. Your continued use of the Service after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you may terminate your account as provided in Section 10.2.

Acknowledgment

By creating an account or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. You further acknowledge that you understand the Success Fee obligation and Outcome reporting requirements described in Sections 4 and 5, and that accurate Outcome reporting is a material term of this Agreement.