Terms of Service

1. Agreement and Definitions

These Terms of Service ("Terms") constitute a legally binding agreement between the entity identified on the applicable Order Form ("Client," "you," or "your") and ClearStars, Inc., a Delaware corporation ("ClearStars," "we," "us," or "our"), governing Client's access to and use of the ClearStars platform and services.

The ClearStars platform is a cloud-based software-as-a-service (SaaS) solution providing advanced analytics and artificial intelligence capabilities for Medicare Advantage health plans, including our proprietary QuaSAR engine (Quality and Stars Analytics Resource) for CMS Stars ratings optimization, quality measurement, risk adjustment, and population health management.

Key definitions used throughout these Terms:

• "Platform" means the ClearStars SaaS application accessible at app.clearstars.ai, including all features, modules, APIs, and documentation
• "QuaSAR" means the Quality and Stars Analytics Resource, ClearStars' proprietary AI and analytics engine
• "Services" means the Platform, professional services, support, and any other deliverables described in an Order Form
• "Order Form" means the executed ordering document that references these Terms and specifies the Services, fees, and term
• "Client Data" means all data, including PHI, uploaded to or processed through the Platform by or on behalf of Client
• "Authorized Users" means individuals authorized by Client to access and use the Platform

In the event of a conflict between these Terms and an Order Form, the Order Form shall control with respect to the specific Services covered by that Order Form. In the event of a conflict between these Terms and a Business Associate Agreement (BAA), the BAA shall control with respect to the treatment of Protected Health Information (PHI).

2. Services and Access

Subject to Client's compliance with these Terms and timely payment of all applicable fees, ClearStars grants Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term solely for Client's internal business purposes as described in the applicable Order Form.

Client may permit its Authorized Users to access the Platform, provided that Client is responsible for all Authorized User compliance with these Terms. Client shall not exceed the number of Authorized Users specified in the Order Form without ClearStars' written consent and payment of applicable additional fees.

ClearStars commits to the following AI transparency principles with respect to the QuaSAR engine and any AI/ML capabilities within the Platform:

• All AI-generated analytics, predictions, and recommendations are deterministic, reproducible, and auditable
• ClearStars will not use Client Data (including PHI) to train general-purpose AI models
• AI processing occurs within isolated, client-specific environments
• ClearStars will provide clear documentation of AI methodologies, data inputs, and output interpretation upon request
• Human review and override capabilities are available for all AI-generated outputs

3. Fees and Payment

Client shall pay all fees as specified in the applicable Order Form. Unless otherwise stated in the Order Form, fees are invoiced annually in advance and are due within thirty (30) days of the invoice date.

All fees are non-refundable except as expressly provided in these Terms or the applicable Order Form. ClearStars may adjust fees for renewal terms upon at least sixty (60) days' written notice prior to the start of the renewal term.

Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the date payment was due until paid in full. Client shall reimburse ClearStars for all reasonable costs of collection, including attorneys' fees.

All fees are exclusive of taxes. Client is responsible for all applicable sales, use, value-added, and similar taxes arising from the Services, excluding taxes based on ClearStars' net income.

4. Intellectual Property

ClearStars retains all right, title, and interest in and to the Platform, QuaSAR engine, all software, algorithms, models, methodologies, documentation, and related intellectual property, including all modifications, improvements, and derivative works thereof, regardless of whether such modifications or improvements arise from Client feedback or requests. Nothing in these Terms grants Client any ownership interest in the Platform or ClearStars' intellectual property.

Client retains all right, title, and interest in and to Client Data. Client grants ClearStars a non-exclusive, limited license to use, process, and store Client Data solely to provide the Services in accordance with these Terms, the applicable Order Form, and the BAA.

ClearStars may use aggregated, de-identified data that does not constitute PHI and cannot be re-identified to any individual or Client for purposes of improving the Platform, developing benchmarks, and generating industry insights, provided that such use complies with all applicable laws, including HIPAA's de-identification standards under 45 CFR 164.514.

5. Confidentiality

Each party ("Receiving Party") agrees to protect the Confidential Information of the other party ("Disclosing Party") using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Confidential Information may be used solely for the purposes of exercising rights and performing obligations under these Terms.

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential, including business plans, pricing, technical specifications, customer lists, and product roadmaps.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.

Confidentiality obligations under this section survive for five (5) years following termination of these Terms, except that obligations regarding PHI and trade secrets survive indefinitely.

6. Data Protection and HIPAA

The parties shall execute a Business Associate Agreement (BAA) prior to any processing of PHI. The BAA is incorporated into these Terms by reference and governs all aspects of PHI handling. In the event of a conflict between these Terms and the BAA with respect to PHI, the BAA shall control.

ClearStars shall implement and maintain administrative, physical, and technical safeguards in accordance with the HIPAA Security Rule (45 CFR Part 164, Subpart C) and shall comply with the applicable provisions of the HIPAA Privacy Rule as required of Business Associates.

All Client Data, including PHI, is hosted on Microsoft Azure infrastructure located exclusively within the United States. ClearStars shall not process or store Client Data outside the United States without Client's prior written consent.

Upon termination or expiration of the Agreement, ClearStars will, at Client's election, return Client Data in a standard, machine-readable format or securely destroy Client Data in accordance with the BAA. Client shall have a period of ninety (90) days following termination to request data return, after which ClearStars may securely destroy remaining Client Data.

7. Warranties

ClearStars warrants that:

• The Platform will perform materially in accordance with the applicable documentation and Service Level Agreement (SLA) during the Subscription Term
• ClearStars maintains current SOC 2 Type II certification and aligns with HITRUST CSF requirements
• Services will be provided in compliance with HIPAA and applicable law
• ClearStars will not materially diminish the functionality of the Platform during the Subscription Term
• All personnel with access to PHI have undergone background checks and HIPAA training

Client's exclusive remedy for breach of the performance warranty is, at ClearStars' option, re-performance of the non-conforming Service or a pro-rata refund of fees attributable to the non-conforming Service for the affected period.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION AND THE BAA, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CLEARSTARS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CLEARSTARS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO CLEARSTARS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

"Excluded Claims" means: (a) ClearStars' indemnification obligations under Section 9; (b) Client's payment obligations; (c) either party's breach of confidentiality obligations (Section 5); (d) either party's breach of the BAA; (e) Client's violation of ClearStars' intellectual property rights; and (f) either party's gross negligence or willful misconduct. For Excluded Claims, each party's total aggregate liability shall not exceed two times (2x) the total fees paid or payable during the twelve-month period preceding the claim or two million dollars ($2,000,000), whichever is greater.

9. Indemnification

ClearStars Indemnification

ClearStars shall defend, indemnify, and hold harmless Client from and against any third-party claim alleging that Client's authorized use of the Platform infringes or misappropriates such third party's intellectual property rights, and shall pay any damages finally awarded or settlement amounts approved by ClearStars. If the Platform becomes the subject of an infringement claim, ClearStars may, at its option: (a) obtain the right for Client to continue using the Platform; (b) modify the Platform to make it non-infringing without materially reducing functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Order Form and refund prepaid fees for the unused portion of the Subscription Term.

Client Indemnification

Client shall defend, indemnify, and hold harmless ClearStars from and against any third-party claim arising from: (a) Client Data or Client's provision of Client Data to ClearStars; (b) Client's breach of its obligations under the BAA; or (c) Client's use of the Platform in a manner not authorized by these Terms or applicable law.

10. Term and Termination

The initial Subscription Term is specified in the applicable Order Form. Unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term, the Subscription Term shall automatically renew for successive periods equal to the initial term (each a "Renewal Term").

Either party may terminate an Order Form for convenience upon ninety (90) days' prior written notice to the other party. In the event of termination for convenience by Client during the initial Subscription Term, Client shall pay any remaining fees due for the initial term.

Either party may terminate these Terms or an Order Form immediately upon written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice; (b) the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) required by law or regulatory action.

Upon termination for any reason, the following provisions shall survive: Sections 4 (Intellectual Property), 5 (Confidentiality), 6 (Data Protection, with respect to data return/destruction), 7 (Warranties, with respect to disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 11 (Dispute Resolution), and 12 (General Provisions).

11. Dispute Resolution

The parties agree to resolve disputes arising under or related to these Terms through the following process before pursuing formal legal remedies:

Step 1: Negotiation. Either party may initiate dispute resolution by providing written notice to the other party describing the dispute. The parties shall attempt to resolve the dispute through good-faith negotiation between senior executives within fifteen (15) business days of such notice.

Step 2: Mediation. If the dispute is not resolved through negotiation, either party may initiate non-binding mediation administered by a mutually agreed-upon mediator in Harris County, Texas. The parties shall share mediation costs equally.

Step 3: Litigation. If the dispute is not resolved through mediation within sixty (60) days of initiation, either party may pursue its rights in the state or federal courts located in Harris County, Texas. Each party consents to the exclusive jurisdiction and venue of such courts. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

12. General Provisions

Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. To the extent that federal law (including HIPAA) applies, federal law shall control.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, governmental actions, war, terrorism, riots, embargoes, power failures, telecommunications failures, or internet service disruptions. This provision does not excuse Client's obligation to pay fees.

Assignment

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by these Terms. Any purported assignment in violation of this section is void.

Anti-Corruption

Each party represents and warrants that it has not and will not, in connection with these Terms, make any payment or provide any benefit, directly or indirectly, to any government official, political party, or public international organization in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, or any other applicable anti-corruption law.

Entire Agreement; Amendments

These Terms, together with all Order Forms, BAAs, and documents incorporated by reference, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and representations. These Terms may be amended only by a written instrument signed by both parties, except that ClearStars may update these Terms in accordance with Section 14 of the Privacy Policy.

Severability; Waiver

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Notices

All notices required or permitted under these Terms shall be in writing and delivered by email (with confirmation of receipt), certified mail, or nationally recognized overnight courier to the addresses specified in the applicable Order Form. Notices to ClearStars may also be sent to [email protected].