MASTER SERVICES AGREEMENT

InvisaClaim, LLC

Effective Date: March 22, 2026

This Master Services Agreement ("Agreement") is entered into as of the Effective Date above between InvisaClaim, LLC, a Florida limited liability company ("InvisaClaim" or "Company"), and the billing company or organization agreeing to these terms ("Client"). This Agreement governs Client's access to and use of the InvisaClaim software platform and related services.

1. DEFINITIONS

1.1  "Platform" means the InvisaClaim web-based software application, including all features, modules, APIs, and related services provided by InvisaClaim.

1.2  "Services" means access to the Platform and any professional or support services provided by InvisaClaim under this Agreement.

1.3  "Client Data" means all data, including Protected Health Information ("PHI"), submitted by Client or its Authorized Users to the Platform.

1.4  "Authorized Users" means Client's employees, contractors, and providers authorized by Client to access the Platform.

1.5  "Provider" means an individual physician or clinician added to the Platform by Client, each constituting one billable seat.

1.6  "Fees" means the subscription and per-Provider fees set forth in the applicable Order Form or as displayed at checkout.

2. SERVICES

2.1  Access. Subject to the terms of this Agreement and timely payment of Fees, InvisaClaim grants Client a limited, non-exclusive, non-transferable right to access and use the Platform during the Term solely for Client's internal business operations.

2.2  Providers / Seats. Each Provider added by Client constitutes one seat. Fees are assessed on a per-Provider, per-month basis and billed automatically via the payment method on file.

2.3  Support. InvisaClaim will provide commercially reasonable technical support via the in-platform support channel during normal business hours (Monday through Friday, 9:00 AM to 5:00 PM Eastern Time), excluding federal holidays.

2.4  Modifications. InvisaClaim reserves the right to modify, update, or discontinue features of the Platform at any time, provided that InvisaClaim will use commercially reasonable efforts to provide advance notice of material changes.

3. CLIENT RESPONSIBILITIES

3.1  Client is solely responsible for:

  • The accuracy and completeness of all data submitted to the Platform, including clinical records and claim information.

  • Ensuring that all Authorized Users comply with this Agreement and applicable law.

  • Maintaining the confidentiality of account credentials and promptly notifying InvisaClaim of any unauthorized access.

  • Compliance with all applicable laws, including HIPAA, state insurance regulations, and payer-specific requirements.

3.2  Client acknowledges that InvisaClaim provides AI-assisted tools to support the appeals process and that all final clinical, legal, and billing decisions remain the sole responsibility of Client and its providers.

4. FEES AND PAYMENT

4.1  Subscription Fees. Client agrees to pay the monthly per-Provider fees as set forth at the time of enrollment. Fees are billed automatically on a recurring monthly basis to the payment method on file.

4.2  Price Changes. InvisaClaim may change pricing upon thirty (30) days' written notice to Client. Continued use of the Platform after such notice constitutes acceptance of the new pricing.

4.3  Taxes. All Fees are exclusive of applicable taxes. Client is responsible for all sales, use, and similar taxes arising from the Services.

4.4  Past Due Accounts. If any payment fails, access to the affected Provider's cases may be suspended until payment is resolved. InvisaClaim will notify Client's billing administrator of any payment failure.

5. TERM AND TERMINATION

5.1  Term. This Agreement commences on the Effective Date and continues on a month-to-month basis until terminated by either party.

5.2  Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party.

5.3  Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach.

5.4  Effect of Termination. Upon termination, Client's access to the Platform will be disabled. Client may request an export of its Client Data within thirty (30) days following termination, after which InvisaClaim may delete Client Data in accordance with its data retention policies.

6. CONFIDENTIALITY

6.1  Each party agrees to maintain the confidentiality of the other party's non-public information disclosed in connection with this Agreement and to use such information solely for the purposes of this Agreement.

6.2  Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law or court order.

7. HIPAA AND PROTECTED HEALTH INFORMATION

7.1  The parties acknowledge that Client Data may include PHI as defined under HIPAA. Client and InvisaClaim shall each comply with the Business Associate Agreement ("BAA") entered into between the parties, which is incorporated herein by reference.

7.2  Client represents and warrants that it has all necessary rights and authorizations to submit PHI to the Platform and that such submission complies with applicable HIPAA requirements.

8. INTELLECTUAL PROPERTY

8.1  InvisaClaim IP. InvisaClaim retains all right, title, and interest in and to the Platform, including all underlying software, algorithms, models, and documentation. No rights are granted to Client except as expressly set forth in this Agreement.

8.2  Client Data. Client retains all right, title, and interest in and to Client Data. Client grants InvisaClaim a limited license to use Client Data solely to provide the Services and, in anonymized and aggregated form, to improve the Platform.

8.3  Feedback. If Client provides feedback or suggestions regarding the Platform, InvisaClaim may use such feedback without restriction and without obligation to Client.

9. DISCLAIMER OF WARRANTIES

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. INVISACLAIM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. INVISACLAIM DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY PARTICULAR APPEAL WILL BE SUCCESSFUL.

10. LIMITATION OF LIABILITY

10.1  IN NO EVENT SHALL INVISACLAIM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2  INVISACLAIM'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO INVISACLAIM IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INDEMNIFICATION

11.1  Client shall indemnify, defend, and hold harmless InvisaClaim and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Client's use of the Platform in violation of this Agreement or applicable law; (b) Client Data, including any PHI submitted to the Platform; or (c) Client's breach of any representation or warranty in this Agreement.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.

12.2  Any dispute arising from or relating to this Agreement shall first be subject to good-faith negotiation between the parties. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in Miami-Dade County, Florida, under the rules of the American Arbitration Association.

13. GENERAL PROVISIONS

13.1  Entire Agreement. This Agreement, together with any Order Forms and the BAA, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

13.2  Amendments. InvisaClaim may amend this Agreement upon thirty (30) days' written notice. Client's continued use of the Platform after such notice constitutes acceptance.

13.3  Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.4  Waiver. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement.

13.5  Assignment. Client may not assign this Agreement without InvisaClaim's prior written consent. InvisaClaim may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

13.6  Notices. Notices under this Agreement shall be in writing and delivered via email to the addresses on file or via certified mail.

13.7  Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control.