Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "User") and Transparent Health, Inc. ("Transparent Health," "we," "us," or "our"). By accessing or using our website, platform, APIs, data products, or any related services (collectively, the "Services"), you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.

If you do not agree to these Terms, do not access or use the Services.

You must be at least 18 years of age and capable of forming a binding contract to use the Services. By using the Services, you represent and warrant that you meet these requirements.

Transparent Health provides a data platform that ingests, normalizes, and structures publicly available hospital and care provider pricing data mandated by federal regulations. Our Services include, but are not limited to:

• Data normalization and enrichment of machine-readable pricing files.
• APIs and data feeds for integration into third-party applications.
• Compliance monitoring and analytics tools for healthcare pricing transparency.
• Consumer-facing and enterprise products powered by our normalized data.

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice where practicable.

To access certain features, you may be required to create an account. You agree to:

• Provide accurate, current, and complete registration information.
• Maintain the security and confidentiality of your login credentials.
• Promptly notify us of any unauthorized use of your account.
• Accept responsibility for all activity that occurs under your account.

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe have been compromised.

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party right.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of our platform or algorithms.
• Scrape, crawl, or use automated means to access the Services beyond what is permitted by your plan or our API documentation.
• Interfere with or disrupt the integrity, security, or performance of the Services.
• Transmit malware, viruses, or other harmful code.
• Impersonate any person or entity, or misrepresent your affiliation with a person or entity.
• Use the Services to build a competing product or service, or to benchmark the Services without our prior written consent.
• Redistribute, sublicense, or resell raw data obtained from the Services unless expressly permitted under your subscription agreement.

We may investigate and take appropriate action, including suspension or termination, for any violation of this section.

Our collection and use of personal information in connection with the Services is described in our Privacy Policy. By using the Services, you consent to such collection and use.

You are responsible for ensuring that any data you provide to us or process through the Services complies with applicable data protection laws. You represent and warrant that you have all necessary rights, consents, and authorizations to provide such data.

Certain features of the Services may require payment of fees. If applicable:

• Fees will be specified in an order form, subscription agreement, or the pricing page of our website.
• All fees are stated in U.S. dollars and are non-refundable except as expressly stated herein or required by law.
• You authorize us (or our payment processor) to charge the payment method on file for recurring subscriptions.
• We may change pricing upon 30 days' written notice. Continued use after the effective date of a price change constitutes acceptance of the new pricing.
• Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

These Terms are effective when you first access the Services and remain in effect until terminated.

• By you: You may terminate your account at any time by contacting us or using the account settings (where available). Termination does not entitle you to a refund for pre-paid fees.
• By us: We may suspend or terminate your access immediately if you breach these Terms, if required by law, or if we discontinue the Services. Where practicable, we will provide advance notice.
• Effect of termination: Upon termination, your right to access the Services ceases. We will make commercially reasonable efforts to allow you to export your User Content for 30 days following termination, after which we may delete it.

Sections that by their nature should survive termination will survive, including Intellectual Property, Limitation of Liability, Indemnification, and Governing Law.

The Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by law, Transparent Health disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing, we do not warrant that the Services will be uninterrupted, error-free, secure, or free of harmful components, or that any data provided through the Services is complete, accurate, or current. Hospital pricing data is sourced from publicly available files and may contain errors originating from the source institutions.

The Services do not constitute medical, legal, financial, or insurance advice. You should not rely solely on the Services for healthcare pricing decisions without independent verification.

To the maximum extent permitted by law, in no event shall Transparent Health, its affiliates, officers, directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, business opportunities, or goodwill, arising out of or related to your use of (or inability to use) the Services, regardless of the theory of liability and even if we have been advised of the possibility of such damages.

Our total aggregate liability for any claims arising out of or relating to these Terms or the Services shall not exceed the greater of (a) the amounts you paid to us in the twelve (12) months preceding the claim, or (b) one hundred U.S. dollars ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you to the extent prohibited by applicable law.

You agree to indemnify, defend, and hold harmless Transparent Health, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services.
• Your violation of these Terms.
• Your violation of any rights of a third party, including intellectual property or privacy rights.
• Any User Content you submit through the Services.

Each party may receive confidential or proprietary information from the other party ("Confidential Information"). The receiving party agrees to: (a) use Confidential Information solely for the purposes of these Terms; (b) protect it with at least the same degree of care used to protect its own confidential information, but no less than reasonable care; and (c) not disclose it to third parties except to employees, contractors, or advisors with a need to know, who are bound by confidentiality obligations.

Confidential Information does not include information that is publicly available, independently developed, rightfully received from a third party without restriction, or required to be disclosed by law (with prompt notice to the disclosing party where permitted).

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Any dispute arising out of or relating to these Terms or the Services shall be resolved as follows:

• Informal resolution: The parties will first attempt to resolve any dispute informally by contacting each other. You agree to contact us at legal@transparenthealth.care before initiating any formal proceedings.
• Arbitration: If the dispute is not resolved within 30 days, either party may elect to resolve it through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the seat of arbitration shall be Wilmington, Delaware.
• Class action waiver: You agree that any proceedings will be conducted on an individual basis and not as a class, consolidated, or representative action.
• Injunctive relief: Nothing herein prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

We may update these Terms from time to time. When we make material changes, we will update the effective date at the top of this page and notify you through the Services, by email, or by other reasonable means at least 30 days before the changes take effect.

Your continued use of the Services after the updated Terms become effective constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Services and terminate your account.

• Entire agreement: These Terms, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between you and Transparent Health regarding the Services and supersede all prior agreements and understandings.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Force majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, or internet outages.
• Notices: We may send notices to the email address associated with your account. You may send notices to us at the contact information below.

If you have questions about these Terms, please contact us: