Terms of Service

Acceptance of Terms

By accessing or using the services provided by Avande Inc. ("Avande," "we," "us," or "our"), you agree to be bound by these Terms of Service. If you are entering into this agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms.

If you do not agree with any part of these terms, you must discontinue use of our services immediately.

Description of Services

Avande provides healthcare cost management solutions delivered through a cloud-based SaaS platform. Our services include:

• Prior authorization management with physician-led clinical review
• Cost containment through claims analysis and provider network optimization
• Health plan optimization including benefit design and actuarial modeling
• Healthcare IT solutions for system integration, data analytics, and workflow automation

Specific service scope, deliverables, and service levels are defined in your executed service agreement.

Account Registration

To access our platform, you must register an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

You agree to notify Avande immediately of any unauthorized access to or use of your account. We reserve the right to suspend or terminate accounts that violate these terms.

Acceptable Use

You agree not to use our services to:

• Violate any applicable local, state, federal, or international law or regulation
• Interfere with, disrupt, or compromise the integrity or performance of our services
• Reverse-engineer, decompile, or disassemble any aspect of our platform or technology
• Transmit malware, viruses, or other malicious code
• Attempt to gain unauthorized access to systems, data, or areas of our platform
• Misrepresent your identity or impersonate any person or entity

Avande reserves the right to investigate violations and take appropriate action, including suspension or termination of access.

Client Data and PHI

You retain full ownership of all data you submit to our platform ("Client Data"). Avande processes Client Data solely to provide the services described in your agreement and in accordance with your instructions.

• Protected health information (PHI) is processed exclusively under a fully executed Business Associate Agreement (BAA)
• We implement administrative, physical, and technical safeguards as required by HIPAA
• Upon termination of services, Client Data will be returned or destroyed in accordance with the terms of the applicable BAA

Intellectual Property

Avande retains all rights, title, and interest in our platform, technology, software, documentation, methodologies, and any derivative works or improvements. Nothing in these terms transfers ownership of Avande's intellectual property to you.

During the term of your service agreement, we grant you a limited, non-exclusive, non-transferable license to access and use our platform solely for its intended purpose. You retain all ownership rights to your Client Data.

Confidentiality

Both parties agree to protect the confidential information of the other party and to use it only for the purposes of performing under this agreement. Confidential information includes, but is not limited to, business strategies, pricing, technical specifications, and client data.

Standard exceptions apply to information that is:

• Publicly available through no fault of the receiving party
• Independently developed without use of confidential information
• Rightfully received from a third party without restriction
• Required to be disclosed by law, regulation, or court order (with reasonable notice to the disclosing party)

Service Level Agreement

Avande commits to the following service standards:

• Uptime: 99.9% platform availability target, measured monthly (excluding scheduled maintenance)
• Maintenance: Scheduled maintenance windows communicated with reasonable advance notice
• Support: Technical support provided per the tier defined in your service agreement

Service level commitments do not apply during force majeure events, including natural disasters, acts of war, government actions, or disruptions to third-party infrastructure beyond our reasonable control.

Fees and Payment

Service fees are set forth in your executed service agreement. Unless otherwise specified, invoices are due net 30 days from the date of invoice. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

Avande reserves the right to adjust pricing with at least 60 days' written notice prior to your next renewal period.

Limitation of Liability

To the maximum extent permitted by law, Avande's total aggregate liability for any claims arising under or related to these terms shall not exceed the total fees paid by you during the twelve (12) months immediately preceding the claim.

In no event shall either party be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity. These limitations do not apply to liability arising from gross negligence, willful misconduct, or breaches of data security obligations.

Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• A material breach of this agreement by the indemnifying party
• Negligence or willful misconduct of the indemnifying party
• Infringement of intellectual property rights by materials provided by the indemnifying party

Term and Termination

The term of this agreement is defined in your executed service agreement. Either party may terminate for material breach upon 30 days' written notice, provided the breaching party fails to cure within that period.

Upon termination:

• Your right to access and use the platform ceases immediately
• Client Data will be returned or securely destroyed in accordance with your BAA
• Provisions that by their nature should survive (confidentiality, limitation of liability, indemnification) will remain in effect

Governing Law

These Terms of Service are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. Any legal proceedings shall be brought exclusively in the federal or state courts located in Boston, Massachusetts.

Dispute Resolution

In the event of a dispute, the parties agree to first attempt resolution through good faith negotiation. If negotiation fails, the dispute shall be submitted to mediation administered by a mutually agreed-upon mediator.

If mediation does not resolve the dispute within 60 days, either party may initiate binding arbitration under the rules of the American Arbitration Association (AAA). All claims must be brought within one (1) year of the date the cause of action arose.

Changes to Terms

Avande may modify these Terms of Service with at least 30 days' written notice. Material changes will require your acknowledgment before continued use of our services. Your continued access to or use of our platform after any modifications constitutes acceptance of the updated terms.

Contact Us

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

Email: [email protected]
Mail: Avande Inc., 123 Healthcare Way, Boston, MA 02101