PayerMonitor Terms of Use

PayerMonitor Terms of Use

Acknowledgement

These PayerMonitor Terms and Conditions (the “Terms”) are between MD Clarity, LLC (“MD Clarity,” “we,” “us,” or “our”) and the legal entity identified during signup (the “Customer”). These Terms govern the Customer’s and its Authorized Users’ access to and use of PayerMonitor.If you do not agree to these Terms, do not click “I Agree,” create an account, access, or use PayerMonitor.

1. Acceptance and Scope

1.1 Customer Acceptance

The person executing these Terms on Customer’s behalf during signup represents and warrants that he or she has authority to bind Customer to these Terms. When that person clicks “I Agree,” Customer becomes bound by these Terms.

1.2 Accessing the Website and Account Security

Customer may permit its employees and individual contractors that it authorizes to access and use PayerMonitor as authorized users (“Authorized Users”). No separate click acceptance by later-added Authorized Users is required. Customer is responsible for ensuring that all Authorized Users use PayerMonitor only on Customer’s behalf and in compliance with these Terms.

1.3 Customer Responsibility

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
‍
‍

1.4 Eligibility

Each individual accessing or using PayerMonitor must be at least 18 years old and legally able to do so.

1.5 Separate Written Agreement

If Customer and MD Clarity enter into a separate written agreement that expressly governs PayerMonitor, that agreement controls to the extent of any conflict with these Terms.

1.6 Electronic Acceptance

Electronic acceptance of these Terms has the same force and effect as a signed written agreement.

2. Definitions

“Authorized User” means an individual authorized by Customer to access and use PayerMonitor on Customer’s behalf.

“Customer Data” means payer contracts, amendments, schedules, attachments, related metadata, uploaded files, extracted fields, and outputs generated from that data through PayerMonitor.

“PayerMonitor” means MD Clarity’s browser-based contract management software and related documentation and services that centralize payer contracts and related metadata and may include AI-assisted extraction, citation-backed outputs, search, filters, comparisons, collections, alerts, and exports.

3. Access to Accounts

Subject to these Terms, MD Clarity grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for its Authorized Users to access and use PayerMonitor solely for Customer’s internal business purposes.

Customer is responsible for authorizing its Authorized Users through the administrator tools or other account controls made available by MD Clarity.

Each Authorized User must have unique login credentials. Credentials are personal to the assigned user and may not be shared. Customer must promptly disable access for any person who is no longer authorized to use PayerMonitor.

Customer and its Authorized Users must maintain the confidentiality of their credentials and promptly notify MD Clarity of any actual or suspected unauthorized access to or use of PayerMonitor.

4. Customer Data

As between the parties, Customer retains its rights in Customer Data. Customer represents and warrants that it has all rights, permissions, and authority needed to upload, submit, and use Customer Data in PayerMonitor and to permit MD Clarity to process Customer Data as contemplated by these Terms.Customer and its Authorized Users may not upload or submit:
- unlawful, infringing, fraudulent, or malicious content;
- harmful code;
- data they do not have the right to provide; or· any protected health information, electronic protected health information, or other information that would require MD Clarity to enter into a business associate agreement, unless MD Clarity expressly agrees in a separate written agreement signed by MD Clarity.

MD Clarity may use Customer Data only as needed to host, process, transmit, display, secure, maintain, and support PayerMonitor, and may use affiliates and service providers to do so.

Payer contract information submitted through PayerMonitor will be treated as confidential. De-identified and aggregated payer contract information will not be treated as confidential and may be used without restriction.

5. AI-Assisted Features

PayerMonitor may use AI-assisted features to extract contract terms, key dates, reimbursement methodologies, and other metadata, and may display citation snippets, extracted fields, comparisons, alerts, exports, and answers to contract questions. These features are intended to assist review and analysis. They may be incomplete, inaccurate, or outdated.

Customer and its Authorized Users are responsible for reviewing and validating any extracted fields, citation snippets, comparisons, alerts, exports, and other outputs before relying on them for business, contracting, reimbursement, legal, compliance, or operational decisions. PayerMonitor is a software tool and does not provide legal advice.

6. Restrictions of Use

Customer and its Authorized Users may not, and may not permit any third party to:
‍
a. copy, modify, or create derivative works of PayerMonitor;
b. rent, lease, lend, sell, sublicense, distribute, publish, transfer, or otherwise make PayerMonitor available to a third party;
c. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive source code from PayerMonitor, except to the limited extent applicable law prohibits that restriction;
d. bypass, disable, or breach any security device, access control, or protection used by PayerMonitor, or access PayerMonitor other than through valid credentials assigned to an Authorized User;
e. upload, transmit, or provide unlawful, injurious, harmful, or malicious material through PayerMonitor;
f. damage, disrupt, disable, impair, or interfere with PayerMonitor or MD Clarity’s provision of services to others;
g. remove, alter, or obscure any proprietary notices in PayerMonitor;
h. access or use PayerMonitor for competitive analysis, to develop a competing product or service, or for any purpose detrimental to MD Clarity; or
i. access or use PayerMonitor beyond the scope expressly allowed by these Terms or in violation of applicable law.

8. Ownership

MD Clarity and its licensors retain all right, title, and interest in and to PayerMonitor and all related intellectual property rights. No rights are granted except the limited right to access and use PayerMonitor expressly stated in these Terms.

9. Changes, Suspension, and Termination

MD Clarity may update these Terms from time to time by posting an updated version in PayerMonitor or on our website. Changes are effective when posted or on the stated effective date. Continued use of PayerMonitor after that date constitutes acceptance of the updated Terms.

MD Clarity may modify, update, restrict, or discontinue PayerMonitor from time to time.MD Clarity may suspend or terminate Customer’s or any Authorized User’s access to PayerMonitor if:
‍
● required by law, subpoena, court order, or governmental request;
● Customer or an Authorized User breaches these Terms;
● Customer’s or an Authorized User’s use is fraudulent, misleading, unlawful, or likely to harm PayerMonitor, MD Clarity, or another person; or
● Customer’s subscription or other access rights end.Upon suspension or termination, the right to use PayerMonitor ends immediately.

10. Third-Party Services

PayerMonitor may contain links to, integrate with, or rely on third-party websites, software, or services. MD Clarity is not responsible for third-party services or content, and their use is subject to the applicable third-party terms.

11. Disclaimer of Warranties

PAYERMONITOR IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND.TO THE MAXIMUM EXTENT PERMITTED BY LAW, MD CLARITY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

MD CLARITY DOES NOT WARRANT THAT PAYERMONITOR WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUTS, INCLUDING EXTRACTED FIELDS, CITATION SNIPPETS, COMPARISONS, ALERTS, OR EXPORTS, WILL BE COMPLETE, ACCURATE, OR FIT FOR CUSTOMER’S INTENDED USE.

12. Limited Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MD CLARITY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, OR FOR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO PAYERMONITOR OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MD CLARITY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO PAYERMONITOR OR THESE TERMS WILL NOT EXCEED THE LESSER OF
(A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO MD CLARITY FOR PAYERMONITOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND
(B) TEN THOUSAND DOLLARS (US $10,000).
‍
NOTHING IN THESE TERMS LIMITS LIABILITY TO THE EXTENT IT CANNOT BE LIMITED UNDER APPLICABLE LAW.

13. Customer Indemnity

Customer will defend, indemnify, and hold harmless MD Clarity, its affiliates, and their officers, directors, employees, and agents from any third-party claim, demand, or proceeding to the extent arising from:

a. Customer’s or an Authorized User’s upload of prohibited data, including any protected health information, electronic protected health information, or other data that should not have been uploaded under Section 4; or
b. Customer’s or an Authorized User’s unlawful use of PayerMonitor or use of PayerMonitor in violation of these Terms.

MD Clarity will promptly notify Customer of any such claim and reasonably cooperate, at Customer’s expense, in the defense. Customer will control the defense and settlement of the claim, except that it may not settle any claim in a manner that admits fault of, or imposes non-monetary obligations on, MD Clarity without MD Clarity’s prior written consent.

14. Compliance with Law

Customer and its Authorized Users will comply with all applicable laws in connection with access to and use of PayerMonitor.

Customer represents that neither it nor its Authorized Users are located in, organized under the laws of, or ordinarily resident in a country or territory subject to a U.S. embargo, and that neither Customer nor its Authorized Users are identified on any U.S. government list of prohibited or restricted parties.

Customer may not export, re-export, import, or otherwise transfer PayerMonitor except in compliance with applicable export control and sanctions laws.

15. Legal Clarity

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of this Section 15.

Before starting arbitration or filing a claim, Customer must first send a written notice of dispute to Legal@mdclarity.com and attempt to resolve the dispute informally with MD Clarity. If the parties do not resolve the dispute within sixty (60) days after the notice is sent, either party may resolve the dispute through final and binding arbitration administered by JAMS under the JAMS Optional Expedited Arbitration Procedures then in effect.

Unless the parties agree otherwise, the arbitration will be conducted remotely or, if an in-person hearing is required, in Wilmington, Delaware.The arbitrator, and not any court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, including any claim that all or any part of it is void or voidable.

Nothing in these Terms prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of its confidentiality, data security, or intellectual property rights.

All claims must be brought on an individual basis only, and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The parties waive any right to a jury trial to the fullest extent permitted by law. The arbitrator may not consolidate more than one person’s claims without the parties’ consent.

Judgment on the arbitration award may be entered in any court of competent jurisdiction.

16. Miscellaneous

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in effect.

A failure to enforce any provision of these Terms is not a waiver.

These Terms, together with the Privacy Policy and any applicable order page, plan details, or separate written agreement accepted or executed by Customer, form the entire agreement regarding PayerMonitor.

There are no third-party beneficiaries to these Terms.Questions about these Terms may be sent to Legal@mdclarity.com.

My view is that this is now close to the right final form for a low-friction, provider-facing PayerMonitor clickthrough. The one remaining stylistic decision is whether you want the title to stay “Terms and Conditions” or simplify it to “Terms of Use.”

Contact Us

If You have any questions about these Terms and Conditions, You can contact us:
‍

By email: contact@mdclarity.com

By visiting this page on our website: https://www.mdclarity.com/contact

By mail: 41 E 11th St., 11th floor, New York, NY 10003