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 available at app.invisaclaim.com. By clicking to accept, executing an Order Form, or otherwise accessing or using the Platform, Client agrees to be bound by this Agreement.
1. DEFINITIONS
1.1 “Platform” means the InvisaClaim web-based software application available at app.invisaclaim.com, including all features, modules, APIs, integrations, and related services provided by InvisaClaim.
1.2 “Services” means access to the Platform and any professional, implementation, 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, displayed at checkout within the Platform, or otherwise agreed to in writing.
1.7 “Billing Administrator” means the individual designated by Client as authorized to add Providers, manage the payment method on file, and bind Client to recurring charges under this Agreement.
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 following:
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.
Designating and maintaining an accurate Billing Administrator with authority to act on Client’s behalf with respect to Provider additions, payment methods, and recurring charges.
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 Authority to Bind; Payment Authorization. The individual who enrolls Client, accepts this Agreement, adds Providers, or submits a payment method represents and warrants that (a) they are at least eighteen (18) years of age, (b) they are a duly authorized representative of Client with full legal authority to bind Client to this Agreement, (c) they are authorized to designate the Billing Administrator and to provide, store, and authorize charges against the payment method on file, and (d) all information provided to InvisaClaim is accurate and complete. By providing a payment method, Client expressly authorizes InvisaClaim (and its payment processors, including Stripe) to charge that payment method on a recurring monthly basis for all Fees owed under this Agreement, including Fees for each Provider seat added to the Platform, until this Agreement is terminated or the payment method is updated in writing through the Platform. Client further authorizes InvisaClaim to retry failed payments, charge reinstatement Fees, and charge any applicable taxes.
4.2 Subscription Fees; Per-Provider Billing. Subscriptions under this Agreement are assessed on a per-Provider, per-month basis. Each Provider added to the Platform constitutes one separately billable seat, and the monthly subscription Fee rests under (and is tied to) the specific Provider to whom that seat is assigned. Fees for each Provider begin on the date that Provider is added to the Platform (subject to any applicable free-trial period offered at the time of enrollment) and continue on a recurring monthly basis until the Provider seat is removed by Client or this Agreement is terminated. Fees are billed automatically to the payment method on file at the rates displayed in the Platform at checkout or in the applicable Order Form. Removing a Provider seat after a billing cycle has begun does not entitle Client to a prorated refund for the then-current month except as expressly stated in writing by InvisaClaim.
4.3 Price Changes. InvisaClaim may change pricing upon thirty (30) days’ written notice to Client (which may be delivered by email or in-Platform notice). Continued use of the Platform after such notice constitutes acceptance of the new pricing.
4.4 Taxes. All Fees are exclusive of applicable taxes. Client is responsible for all sales, use, and similar taxes arising from the Services, other than taxes based on InvisaClaim’s net income.
4.5 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. Client remains liable for all Fees accrued prior to suspension or termination, and reinstatement of suspended access may be conditioned on payment of all outstanding amounts.
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; Data Retention and Export Responsibility. Upon termination or cancellation of this Agreement (or removal of a Provider seat that effectively terminates Client’s use of the Platform), Client’s access to the Platform will be disabled or otherwise restricted. InvisaClaim will retain Client Data, including all Provider-level data, on the Platform for a period of thirty (30) days following the effective date of termination or cancellation (the “Data Retention Period”). It is the sole responsibility of Client and its Authorized Users to download, export, or otherwise retrieve all Provider data, claim records, appeal letters, documents, and any other Client Data they wish to retain by logging into the Platform at app.invisaclaim.com and using the export and download functionality available within the Platform during the Data Retention Period. After the expiration of the Data Retention Period, InvisaClaim may permanently delete any remaining Client Data in accordance with its data retention and destruction policies, and InvisaClaim shall have no further obligation to store, restore, or provide access to such Client Data. InvisaClaim is not liable for any loss of data resulting from Client’s failure to export Client Data within the Data Retention Period.
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.
ACCEPTANCE
By clicking “I Agree,” or completely the sign up form on app.invisaclaim.com is executing an Order Form, adding a Provider seat, or accessing or using the Platform, Client and the signing individual acknowledge that they have read, understood, and agree to be bound by this Agreement, including the per-Provider recurring billing terms in Section 4 and the data retention and export responsibilities in Section 5.4.