Terms of Service — Claimaro

Quick read: By using Claimaro, you agree to these terms. We provide the platform; you operate your plan. You own your data. Where Protected Health Information is involved, the Business Associate Agreement controls. Either side can terminate per the cancellation terms below.

1. Acceptance

These Terms of Service ("Terms") form a binding agreement between Nexopic, Inc. d/b/a Claimaro ("Claimaro," "we," "us," "our") and the entity or individual subscribing to the Services ("Customer," "you," "your"). By signing an Order Form, clicking "I agree," or accessing the Services, you accept these Terms. If you're entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

2. The Services

Claimaro provides a software-as-a-service platform for administering self-funded health plans and healthcare sharing ministries — including claims adjudication, enrollment, member portals, payments, EDI processing, CRM, and related operations. The specific features available depend on the plan tier you subscribe to (Starter, Growth, Enterprise, or Enterprise+).

Claimaro is the platform — not a health plan, insurer, third-party administrator of record, or licensed insurance producer. We do not bear claims risk, underwrite coverage, or guarantee any particular plan outcome. The Customer remains the plan sponsor or sharing organization.

3. Accounts & access

You're responsible for maintaining the confidentiality of credentials issued to you and your users.
You'll promptly notify us at security@claimaro.com if you suspect unauthorized access.
You're responsible for the acts and omissions of your users, including any third parties you authorize to access the Services.
Multi-factor authentication is required for administrative access. We reserve the right to enforce additional security controls.

4. Customer Data & PHI

You own your data. All data you or your Members submit to the Services ("Customer Data") remains your property. We claim no ownership of Customer Data and grant you a perpetual right to export it.

Where Customer Data includes Protected Health Information ("PHI") under HIPAA, our handling is governed by the Business Associate Agreement ("BAA") signed alongside these Terms. In the event of any conflict between these Terms and the BAA with respect to PHI, the BAA controls.

You grant Claimaro a limited, non-exclusive license to use Customer Data solely as necessary to operate, secure, and improve the Services for you. We do not use PHI to train AI/ML models. Aggregated, de-identified data may be used for benchmarking and product improvement.

5. Acceptable use

You agree not to:

Use the Services for any unlawful purpose or in violation of HIPAA, ACA, state insurance law, or other applicable regulations.
Reverse-engineer, decompile, or attempt to derive source code (except as permitted by law).
Resell, sublicense, or expose the Services to third parties outside the scope of your subscription, except where explicitly permitted in your Order Form.
Upload malware, attempt to disrupt the Services, probe for vulnerabilities outside our published responsible disclosure program, or test the Services beyond reasonable use.
Use the Services to send spam or violate any applicable anti-spam, telemarketing, or communications law (including TCPA and CAN-SPAM).

6. Subscription & payment

Fees are set out in your Order Form and consist of a one-time setup fee, a monthly platform fee, and a per-member-per-month (PMPM) charge. Per-claim fees are $0.
Billing is monthly in advance unless otherwise stated. Setup fees are invoiced on signature.
Member counts are calculated on the first day of each billing cycle based on enrolled members in the system. Plans have member-count floors as published on the pricing page.
Late payments over 30 days past due may result in suspension of the Services after written notice. Amounts unpaid for 60+ days may accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower.
Taxes are your responsibility; fees are exclusive of VAT, sales tax, and similar.

7. Term & termination

Term: Subscriptions are typically annual with auto-renewal. Month-to-month options are available at higher rates.
Termination for convenience: Either party may decline to renew with 30 days' written notice before the end of the current term. Pre-paid fees for the current term are non-refundable.
Termination for cause: Either party may terminate immediately for material uncured breach (30-day cure period after written notice), bankruptcy, or repeated security/compliance violations.
Effect of termination: We will provide a complete export of Customer Data in standard formats and, after the export window expires, delete Customer Data per the BAA. Sections of these Terms that by their nature should survive (Data ownership, Confidentiality, Limitations of liability, Indemnification, Governing law) survive termination.

8. Confidentiality

Each party will protect the other's Confidential Information using at least the same care it uses to protect its own (and no less than reasonable care). PHI is governed by the BAA. Confidential Information may be disclosed to legal/financial advisors under confidentiality obligations, or as required by law (with prompt notice to the other party where permitted).

9. Service levels & support

Our standard service levels are described in the Service Level Agreement ("SLA") attached to your Order Form. Enterprise and Enterprise+ subscriptions include custom uptime SLAs and dedicated support engineers/teams. Lower tiers receive email or priority support per the published support matrix.

10. Warranties & disclaimers

We warrant that the Services will materially conform to their published documentation. Except as expressly stated, the Services are provided "as is" and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, but we will use commercially reasonable efforts to maintain availability per the SLA.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits or lost data, arising out of or related to these Terms — even if advised of the possibility. Each party's total aggregate liability arising under these Terms will not exceed the fees paid by Customer to Claimaro in the 12 months preceding the claim. These limits do not apply to: (a) breach of confidentiality obligations, (b) indemnification obligations, (c) gross negligence or willful misconduct, or (d) PHI breaches governed by the BAA.

12. Indemnification

By Claimaro: We will defend you against third-party claims that the Services, as provided, infringe a U.S. patent, copyright, or trade secret, and pay any settlement we approve or final judgment awarded.

By Customer: You will defend us against third-party claims arising from (a) Customer Data, (b) your use of the Services in violation of these Terms or applicable law, (c) plan benefit decisions, eligibility determinations, or member communications you make through the Services, or (d) your underlying plan documents and member contracts.

Indemnification is conditioned on prompt written notice, sole control of defense by the indemnifier, and reasonable cooperation by the other party.

13. Compliance

Both parties will comply with all applicable laws and regulations, including HIPAA, the HITECH Act, state insurance laws, and the rules governing healthcare sharing ministries. The BAA describes our specific PHI obligations as a Business Associate.

14. Modifications

We may modify these Terms from time to time. Material changes will be announced by email to account administrators or by in-app notice at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance.

15. Governing law & disputes

These Terms are governed by the laws of the State of Delaware (without regard to conflicts-of-law principles). Any dispute will first be addressed by good-faith negotiation between executive sponsors. If unresolved after 30 days, disputes will be settled by binding arbitration administered by JAMS in New York, NY, under its Commercial Arbitration Rules — except either party may seek injunctive relief in court for IP, confidentiality, or unauthorized-access matters. Each party waives any right to a jury trial or class action.

16. Miscellaneous

Entire agreement: These Terms, your Order Form, the BAA, and any exhibits constitute the complete agreement between us.
Assignment: Neither party may assign without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets.
Force majeure: Neither party is liable for failures due to events beyond reasonable control (natural disasters, war, pandemics, internet/utility outages).
Notices: Legal notices to Claimaro must be sent to legal@claimaro.com with a copy to our registered agent.
Severability: If any provision is held unenforceable, the rest remains in effect.
No waiver: Failure to enforce a right doesn't waive it.

17. Contact

Questions about these Terms or to request a copy of the BAA, MSA, or SLA:

Note: This document is a starting template based on common SaaS terms with healthcare-specific considerations. Before publishing as your final terms, have it reviewed by qualified legal counsel familiar with HIPAA, state insurance law, and the specific regulatory frameworks that apply to your business. Order Form, BAA, and SLA documents should be drafted as separate companion documents.