Terms of Service for Authorized Users

1. Eligibility and Acceptance

You may access and use the Service only if all of the following are true. You represent and warrant that:

• you are at least 18 years old and able to form a binding agreement;
• you are an employee, contractor, or agent of a Customer that has a current, valid Customer Agreement with PromptWrx;
• you have been authorized by that Customer to access and use the Service, and a user account has been provisioned for you; and
• you are accessing the Service solely for the internal business purposes of that Customer and in accordance with the Documentation.

You accept these Terms on your own behalf as an individual user. Accepting these Terms does not create, modify, or expand any obligation of your organization beyond what is set out in the Customer Agreement. If you do not have a current authorization from a Customer, you have no right to access or use the Service.

2. Relationship to the Customer Agreement; Order of Precedence

These Terms supplement the Customer Agreement and govern your conduct as an individual Authorized User. They do not replace, amend, or limit the Customer Agreement.

All commercial and entity-level matters — including fees, subscription term and renewal, usage limitations, data ownership, the Business Associate Agreement ("BAA"), any Data Processing Addendum ("DPA"), warranties, indemnification, and the aggregate limitation of liability — are governed solely by the Customer Agreement between PromptWrx and your organization, and not by these Terms.

In the event of any conflict between these Terms and the Customer Agreement with respect to the subject matter of the Customer Agreement, the Customer Agreement controls. These Terms control with respect to the conduct and obligations of individual Authorized Users to the extent those matters are not addressed in the Customer Agreement. Capitalized terms used but not defined in these Terms have the meanings given to them in the Customer Agreement.

3. Key Definitions

The following terms are used in these Terms. Other capitalized terms are defined in the Customer Agreement.

• "Customer Data" means information, data, and other content submitted to or processed through the Service by or on behalf of a Customer or its Authorized Users, including claim, clinical, coding, payer, and revenue-cycle data.
• "Documentation" means PromptWrx's end-user documentation, user guides, and instructions for the Service, as updated from time to time.
• "Output" means any analysis, recommendation, triage decision (such as correct-and-resubmit, appeal, or write-off), confidence score, draft appeal letter, coding or policy information, summary, or other content generated by the Service, including content generated using artificial intelligence and machine-learning models.
• "PromptWrx IP" means the Service, the Documentation, and all software, models, knowledge bases, and other intellectual property made available to you in connection with the Service, together with all derivatives and improvements. PromptWrx IP does not include Customer Data.

4. Accounts and Credential Security

Each Authorized User must have a unique individual account. You may not share your account or login credentials with any other person, including other Authorized Users, and you may not permit any other person to access the Service using your account.

You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must use any multi-factor authentication or other access controls required by PromptWrx or your Customer, and you must not attempt to bypass or disable them.

You will promptly notify PromptWrx and your Customer's administrator if you become aware of, or have reason to suspect, any unauthorized access to or use of your account or any other security incident affecting the Service.

5. Acceptable Use and Prohibited Conduct

You will use the Service only for lawful, authorized purposes and in compliance with these Terms, the Documentation, the Customer Agreement, and all applicable laws and regulations (including those relating to data privacy, health information, and the submission of healthcare claims). You will not, and will not attempt to or assist any third party to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, or underlying structure of the Service, except to the extent applicable law expressly permits;
• modify, translate, or create derivative works of the Service, or copy, rent, lease, sublicense, distribute, or otherwise transfer rights to the Service;
• use the Service to build or train a competing product or service, or for the benefit of any party other than the Customer that authorized your access;
• access or attempt to access any data, tenant, or account that you are not specifically authorized to access, or use the Service to circumvent tenant isolation or access controls;
• upload, transmit, or introduce any virus, worm, malware, or other harmful code, or interfere with the proper operation, security, or integrity of the Service;
• input or submit any data that you do not have the right to provide, or that infringes or violates the intellectual property, privacy, or other rights of any third party;
• remove, obscure, or alter any proprietary notices in the Service or any Output; or
• use the Service in connection with any activity where the use or failure of the Service could lead to death, personal injury, or environmental damage.

Your organization is responsible for your acts and omissions in connection with the Service under the Customer Agreement, and any act or omission by you that would breach the Customer Agreement if taken by the Customer may be treated as a breach by the Customer.

6. AI-Generated Output; Required Human Review; No Guarantee

6.1 Nature of the Output

The Service uses artificial intelligence and machine-learning models to generate Output, including denial analyses, triage recommendations, draft appeal letters, coding and policy information, and confidence scores. Output is decision-support information only. Like all AI-generated content, Output may be incomplete, inaccurate, out of date, or otherwise unreliable, and may include statements, citations, or clinical or policy criteria that appear plausible but are incorrect or unverifiable.

6.2 Required Human Review and Verification

You are solely responsible for independently reviewing, verifying, and validating all Output before relying on it or acting on it in any way. You must not submit, file, or rely on any Output — including any appeal letter, corrected claim, coding determination, or clinical or policy citation — without qualified human review and verification against authoritative sources. Confidence scores and the Service's internal quality-control features are aids to your review; they are not a substitute for it.

6.3 No Professional Advice

The Service and the Output do not constitute, and are not a substitute for, professional medical, clinical, legal, coding, billing, compliance, accounting, or financial advice. The Service does not establish any clinician-patient, attorney-client, or other professional relationship. Decisions about patient care, claim submission, coding, appeals, and compliance remain the responsibility of the Customer and its qualified personnel.

6.4 No Guarantee of Outcomes

PromptWrx does not represent, warrant, or guarantee that any Output is accurate or complete, that any claim will be approved, paid, or overturned, that any appeal will succeed, or that any Output complies with any payer policy, contract, coding standard, or law. Reimbursement and adjudication outcomes are determined by payers and other third parties and are outside PromptWrx's control.

6.5 Not a Medical Device

The Service is administrative revenue-cycle software. It is not a medical device, has not been evaluated or cleared by the U.S. Food and Drug Administration, and is not intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease.

7. Protected Health Information and Data Privacy

To the extent the Service processes protected health information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA"), PromptWrx processes that PHI as a business associate of the Customer, and such processing is governed by the BAA between PromptWrx and your organization. These Terms do not modify, and nothing in them should be read to modify, the rights or obligations set out in the BAA or the Customer Agreement.

You must access, use, and disclose PHI and other Customer Data only as authorized by your organization and as permitted by applicable law, including the HIPAA minimum-necessary standard. You must not input PHI or other Customer Data into the Service outside the scope your Customer has authorized.

PromptWrx processes Customer Data within a secure, encrypted, tenant-isolated environment, and does not use Customer Data to train or improve any third-party or public AI models. PromptWrx's handling of business-contact and usage data is described in the PromptWrx Privacy Policy, which is incorporated into these Terms by reference.

8. Confidentiality

Through the Service you may access non-public information, including payer policies, negotiated contract terms, Customer Data, and PromptWrx's confidential and proprietary information (collectively, "Confidential Information"). You will use Confidential Information only as necessary to perform your authorized duties for your Customer, will not disclose it to any unauthorized person, and will protect it using at least reasonable care. This obligation is in addition to any confidentiality agreement you may have with your organization and survives the termination of your access to the Service.

9. Intellectual Property; Feedback

As between PromptWrx and you, PromptWrx owns and retains all right, title, and interest in and to the PromptWrx IP. No rights are granted to you except the limited right to access and use the Service as an Authorized User in accordance with these Terms and the Customer Agreement. You may use Output only in connection with your Customer's authorized use of the Service and as permitted under the Customer Agreement.

If you choose to provide suggestions, comments, or other feedback about the Service ("Feedback"), you grant PromptWrx a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use and exploit that Feedback for any purpose, without restriction or compensation. Feedback is provided "as is."

10. Monitoring; Suspension and Termination of Access

PromptWrx may monitor and log use of the Service for security, performance, troubleshooting, quality-assurance, audit, and compliance purposes, consistent with the Customer Agreement and the Privacy Policy.

PromptWrx may suspend or terminate your individual access to the Service, with or without notice, if PromptWrx reasonably determines that you have breached these Terms or the Customer Agreement, that your access poses a security or legal risk, or as otherwise permitted under the Customer Agreement. Your Customer may also modify or revoke your access at any time. Suspension or termination of your access does not affect the Customer Agreement, and PromptWrx will have no liability to you arising from any suspension or termination of your individual access.

11. Third-Party Integrations

The Service may interoperate with third-party products and systems, such as electronic health record systems, clearinghouses, and other software ("Third-Party Integrations"). Your and your organization's use of any Third-Party Integration is governed by that third party's terms, and PromptWrx does not control and is not responsible for Third-Party Integrations or their availability, accuracy, or security.

12. Disclaimers

Except as expressly set forth in the Customer Agreement, the Service and all Output are provided "as is" and "as available," without warranty of any kind, express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. PromptWrx does not warrant that the Service or any Output will meet your requirements, be accurate, complete, or error-free, or operate without interruption. You are responsible for the results obtained from, and all decisions and actions based on, your use of the Service and the Output.

13. Limitation of Liability

To the maximum extent permitted by law, neither PromptWrx nor its directors, employees, agents, or suppliers will be liable to you for any lost profits, lost data, or any indirect, incidental, special, punitive, or consequential damages arising out of or relating to the Service or these Terms, whether in contract, tort, or any other theory, even if advised of the possibility of such damages.

The aggregate liability of PromptWrx arising out of or relating to the Service is governed by, and limited as set forth in, the Customer Agreement. Nothing in these Terms expands PromptWrx's liability beyond what is provided in the Customer Agreement, and these Terms do not create any payment or indemnification obligation on you in your individual capacity.

14. Changes to These Terms

PromptWrx may update these Terms from time to time. If we make a material change, we will provide notice through the Service or by other reasonable means before the change takes effect. Your continued access to or use of the Service after the effective date of an updated version constitutes your acceptance of the updated Terms. If you do not agree to an update, you must stop using the Service.

15. Governing Law; Venue

These Terms are governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict-of-laws rules. You consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware for any dispute arising out of or relating to these Terms or the Service.

16. Miscellaneous

These Terms, together with the Customer Agreement and the Privacy Policy, constitute the entire agreement between you and PromptWrx regarding your individual use of the Service and supersede all prior understandings on that subject. If any provision of these Terms is held unenforceable, it will be reformed only to the extent necessary to make it enforceable, and the remaining provisions will remain in effect. PromptWrx's failure to enforce any provision is not a waiver of its right to do so later. You may not assign these Terms; PromptWrx may assign them in connection with a merger, acquisition, or sale of assets. The disclaimers, limitations of liability, and other provisions that by their nature should survive will survive termination of your access.

17. Contact Us

Questions about these Terms may be directed to:

PromptWrx, Inc.
Email: contact@promptwrx.com