Terms of Service.

1. Agreement

These Terms of Service ("Terms") govern your access to and use of the ClaimworksIQ platform and related services (the "Service") operated by ClaimworksIQ ("we," "us"). By creating an account, signing an order form, or otherwise using the Service, you agree to these Terms on behalf of yourself and the firm, practice, or organization you represent ("Customer").

If a separate signed master services agreement, enterprise contract, or order form exists between you and ClaimworksIQ, that agreement controls in case of conflict.

2. Eligibility & Authorized Users

The Service is intended for use by licensed attorneys, licensed physicians, paralegals, medical staff, and authorized personnel of the Customer. You must be at least 18 years old. The Customer is responsible for ensuring each Authorized User accesses the Service only in connection with their professional duties and in compliance with applicable law, including HIPAA where it applies.

3. Your Account

You are responsible for safeguarding your credentials, enabling multi-factor authentication where offered, and for all activity occurring under your account. Notify us promptly of any unauthorized access at security@claimworksiq.com.

4. Customer Data & Ownership

You own your records and your outputs. Customer Data, including the records you upload, the questions you ask, and the deliverables the Service generates from them, remains your property. You grant ClaimworksIQ a limited, non-exclusive license to process Customer Data solely as necessary to provide, support, secure, and improve the Service for you, in accordance with our HIPAA Notice and any signed Business Associate Agreement.

We do not use Customer Data to train foundation models. This is contractual with every model provider we use, not merely operational.

5. AI Outputs Are Tools, Not Advice

The Service generates summaries, chronologies, citations, and other deliverables ("Outputs") based on the records you provide. Outputs are intended to assist licensed professionals in their work. They are not legal advice, not medical advice, and not a substitute for professional judgment. Citation anchoring reduces but does not eliminate the possibility of model error, and every Output must be reviewed by a qualified professional before being relied upon in any matter.

6. Fees & Payment

Fees are charged on a per-matter basis at the rates published on our pricing page or as negotiated in an order form. Unless otherwise agreed, charges are billed monthly in arrears via the payment method on file, exclusive of applicable taxes. Volume discounts and free-matter allowances are applied automatically.

Past-due balances may incur reasonable late charges and may result in suspension of the Service. Fees already paid for completed matters are non-refundable except where required by law.

7. Acceptable Use

You agree not to: (a) reverse engineer, decompile, or attempt to extract the source code of the Service; (b) use the Service to develop a competing product, including training or fine-tuning a competing AI model on Outputs; (c) probe, scan, or test the vulnerability of the Service except under an authorized program; (d) upload content you do not have the right to process, or process PHI in a manner not permitted by applicable law; (e) interfere with other customers' use of the Service.

8. Privacy & HIPAA

Protected health information processed through the Service is governed by our HIPAA Notice and by the Business Associate Agreement we execute with each Customer that is a Covered Entity or another Business Associate. In any conflict between these Terms and an executed BAA with respect to PHI, the BAA controls.

9. Confidentiality

Each party will protect the other's confidential information with the same care it uses for its own (and no less than reasonable care), use it only to perform under these Terms, and disclose it only to personnel with a need to know who are bound by equivalent obligations.

10. Service Availability & Disclaimers

We work hard to keep the Service available, secure, and accurate. Except as expressly stated in a written agreement, the Service is provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that Outputs will be error-free or that the Service will meet any specific legal, medical, or business outcome.

11. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits or revenue, arising out of these Terms, even if advised of the possibility. Each party's aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by the Customer to ClaimworksIQ in the twelve (12) months preceding the event giving rise to the claim. These limits do not apply to: (a) your payment obligations; (b) either party's indemnification obligations; or (c) either party's breach of confidentiality or HIPAA obligations.

12. Indemnification

ClaimworksIQ will defend Customer against third-party claims alleging that the Service, when used as authorized, infringes the third party's intellectual property rights, and will pay damages finally awarded or amounts in settlement we approve.

Customer will defend ClaimworksIQ against third-party claims arising from Customer Data, the Customer's use of Outputs in any matter, or the Customer's breach of these Terms or applicable law, and will pay damages finally awarded or amounts in settlement we approve.

13. Term & Termination

These Terms remain in effect while you use the Service. Either party may terminate for material breach not cured within 30 days of written notice. On termination, your access ends; you have 30 days to export Customer Data via the in-product export tools, after which we will return or destroy Customer Data in accordance with our retention policy and any applicable BAA.

14. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated at least 30 days in advance via email to the account owner or in-product notice. Continued use of the Service after the effective date constitutes acceptance.

15. Governing Law

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The state and federal courts located in Texas have exclusive jurisdiction over disputes arising under these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

16. Miscellaneous

These Terms, together with any signed order form and BAA, are the entire agreement between the parties on this subject. If any provision is held unenforceable, the remainder will continue in effect. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets. Notices to ClaimworksIQ should be sent to legal@claimworksiq.com.

17. Contact

Questions about these Terms: legal@claimworksiq.com.
Security disclosures: security@claimworksiq.com.
Privacy & HIPAA: privacy@claimworksiq.com.