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 toand use of PayerMonitor.If you do not agree to these Terms, do not click “I Agree,” create an account, access, oruse 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 Authorized Users

Customer may permit its employees and individual contractors that it authorizes toaccess 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 andin compliance with these Terms.

1.3 Customer Responsibility

Customer is responsible for all acts and omissions of its Authorized Users in connection with PayerMonitor.

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 and 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 tothe assigned user and may not be shared. Customer must promptly disable access forany 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 useof 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 MDClarity to process Customer Data as contemplated by these Terms.Customer and its Authorized Users may not upload or submit:
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- 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 MDClarity.

MD Clarity may use Customer Data only as needed to host, process, transmit, display,secure, maintain, and support PayerMonitor, and may use affiliates and serviceproviders to do so. Payer contract information submitted through PayerMonitor will be treated as confidential. De-identified and aggregated payer contract information will not be treatedas 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, oroperational decisions. PayerMonitor is a software tool and does not provide legal advice.

Restrictions of Use

Customer and its Authorized Users may not, and may not permit any third party to:
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a. copy, modify, or create derivative works of PayerMonitor;
b. rent, lease, lend, sell, sub license, 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 thatrestriction;
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 throughPayerMonitor;
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 productor service, or for any purpose detrimental to MD Clarity; or
i. access or use PayerMonitor beyond the scope expressly allowed by these Terms or inviolation of applicable law.