MASTER SERVICES AGREEMENT
InvisaClaim LLC
Effective Date: March 22, 2026
This Master Services Agreement (“Agreement” or “MSA”) is entered into by and between:
InvisaClaim LLC, a Florida limited liability company, with its principal business address at:
433 Plaza Real, Suite 275
Boca Raton, FL 33432
Website: www.invisaclaim.com
Platform: https://app.invisaclaim.com
(“InvisaClaim,” “Company,” or “Service Provider”)
and the physician, medical practice, healthcare organization, medical billing company, or other business entity accepting this Agreement (“Client”).
InvisaClaim and Client are individually referred to as a “Party” and collectively as the “Parties.”
ACCEPTANCE OF AGREEMENT
By electronically accepting this Agreement, executing an Order Form, completing enrollment, or accessing or using the Platform through an authorized representative, Client agrees to be legally bound by this Agreement, the applicable Order Form, and the Business Associate Agreement (“BAA”), where applicable.
An individual accepting this Agreement on behalf of Client represents and warrants that such individual possesses the legal authority to bind Client.
1. DEFINITIONS
1.1 Platform. The proprietary InvisaClaim cloud-based software platform, including its artificial intelligence technologies, algorithms, interfaces, integrations, application programming interfaces (“APIs”), analytical tools, documentation, and related functionality.
1.2 Services. Subscription access to the Platform and related medical claims automation, denial analysis, insurance appeal preparation, reimbursement analytics, workflow management, and technical support services.
1.3 Client Data. All information, records, documents, claims, billing information, and other data provided by Client or its Authorized Users, including Protected Health Information (“PHI”).
1.4 Authorized Users. Employees, contractors, physicians, billing personnel, and other individuals authorized by Client to access the Platform.
1.5 Provider. A healthcare professional or other enrolled provider identified by a National Provider Identifier (“NPI”) and assigned a billable subscription under the Platform.
1.6 Provider Subscription. A recurring subscription associated with an individual Provider's NPI.
1.7 Order Form. An electronic enrollment, subscription selection, executed order, or other written agreement identifying purchased Services, applicable pricing, and additional commercial terms.
1.8 Fees. All subscription, implementation, integration, professional services, and other charges payable under this Agreement or an applicable Order Form.
1.9 Billing Administrator. The individual authorized by Client to manage subscriptions, add or remove Providers, authorize payments, and administer Client's account.
1.10 Business Associate Agreement. The separate HIPAA Business Associate Agreement executed or electronically accepted by the Parties, as applicable.
1.11 Subscription Term. The period during which Client maintains an active subscription to the Platform.
2. SERVICES AND PLATFORM ACCESS
2.1 Subscription License.
Subject to compliance with this Agreement and timely payment of all applicable Fees, InvisaClaim grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during the Subscription Term for authorized healthcare administrative and revenue cycle management purposes.
2.2 Scope of Services.
The Platform may provide:
Medical claims review and analysis;
Insurance denial identification and classification;
AI-assisted insurance appeal generation;
Claims workflow automation;
Reimbursement opportunity identification;
Revenue cycle analytics;
Claims tracking and reporting;
Integration with electronic health record and practice management systems;
Other functionality introduced or made available by InvisaClaim.
Services are limited to functionality included within Client's purchased subscription.
2.3 No Guaranteed Recovery.
Client acknowledges that InvisaClaim provides software and administrative automation tools and does not guarantee:
Approval of any insurance claim or appeal;
Recovery of any particular amount;
Reversal of an insurance denial;
Increased reimbursement;
Compliance of Client-submitted claims with payer requirements;
Acceptance of any claim, coding determination, or supporting documentation by a payer.
All reimbursement determinations remain within the authority of the applicable payer or governmental program.
2.4 Platform Modifications.
InvisaClaim may modify, enhance, update, replace, or discontinue individual features as part of its ongoing product development.
InvisaClaim shall use commercially reasonable efforts to notify Client of material changes that substantially reduce purchased functionality.
2.5 Technical Support.
InvisaClaim shall provide commercially reasonable technical support through its designated support channels during normal business hours, Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding federal holidays.
Additional support services may be offered under separate written arrangements.
2.6 Third-Party Integrations.
Certain Platform functions may depend upon third-party software, payer systems, clearinghouses, electronic health record systems, or APIs.
InvisaClaim does not warrant the uninterrupted availability or continued compatibility of third-party systems outside its control.
Client is responsible for obtaining and maintaining any third-party authorizations, credentials, licenses, or permissions required for its integrations.
3. PROVIDER SUBSCRIPTIONS AND BILLING STRUCTURE
3.1 Per-NPI Subscription Model.
Subscriptions are assessed on a per-Provider, per-month basis, using each Provider's NPI as the applicable billing identifier.
Unless expressly stated otherwise in an Order Form, each separately enrolled NPI constitutes one billable Provider Subscription.
3.2 Subscription Categories.
InvisaClaim may offer subscription categories based on the scope of claims processing and reimbursement workflows, including:
In-Network Claims;
Out-of-Network Claims;
Combined In-Network and Out-of-Network Claims.
The applicable subscription category and price shall be identified in the Order Form or enrollment checkout.
3.3 Subscription Management.
Client's Billing Administrator may add, remove, or modify Provider Subscriptions through authorized Platform functionality.
Each additional Provider Subscription constitutes authorization for the corresponding recurring Fees.
3.4 Subscription Activation.
Fees commence when the applicable Provider Subscription is activated, subject to any promotional or free-trial terms expressly provided at enrollment.
3.5 Provider Removal.
Removal of a Provider terminates future recurring charges for that Provider after the current paid billing period, unless otherwise stated in the Order Form.
Removal does not entitle Client to a prorated refund of Fees already incurred.
3.6 No Percentage-Based Recovery Fees.
Unless expressly agreed in a separately executed written agreement, InvisaClaim charges fixed subscription Fees and does not receive a percentage of insurance reimbursements, claim recoveries, appeal proceeds, or other amounts collected by Client.
4. FEES, PAYMENT AUTHORIZATION, AND COLLECTION
4.1 Subscription Fees.
Client shall pay the Fees identified in the applicable Order Form or displayed during enrollment.
All Fees are stated in United States dollars unless otherwise specified.
4.2 Recurring Billing Authorization.
By providing a payment method and activating a subscription, Client expressly authorizes InvisaClaim and its designated payment processor to charge the payment method on file automatically for recurring subscription Fees, additional Provider Subscriptions, applicable taxes, and other expressly authorized charges.
Recurring charges continue until the applicable subscription is canceled or terminated in accordance with this Agreement.
4.3 Billing Administrator Authority.
Client represents that its designated Billing Administrator has authority to:
a. Enroll Client in paid Services;
b. Add or remove Provider Subscriptions;
c. Select subscription categories;
d. Authorize recurring payments;
e. Update payment information;
f. Accept applicable subscription changes.
Client shall be responsible for actions taken by its authorized Billing Administrator within the scope of that authority.
4.4 Payment Processing.
Payments may be processed through Stripe or another authorized payment processor.
Client authorizes InvisaClaim to transmit necessary billing information to such processors in accordance with applicable law.
4.5 Failed Payments.
If a payment is declined or otherwise unsuccessful, InvisaClaim may:
a. Retry the authorized payment method;
b. Notify the Billing Administrator;
c. Request an alternative payment method;
d. Suspend access to affected subscriptions following reasonable notice;
e. Require payment of outstanding balances before reinstatement.
4.6 Suspension for Nonpayment.
InvisaClaim may suspend Services when Fees remain unpaid after notice and a reasonable opportunity to cure.
Suspension does not discharge Client's obligation to pay accrued Fees.
InvisaClaim shall preserve and handle PHI during suspension in accordance with the applicable BAA and legal requirements.
4.7 Price Adjustments.
InvisaClaim may modify subscription pricing upon at least thirty (30) days' advance written or electronic notice.
Changes shall apply prospectively, and Client may cancel affected subscriptions before the new pricing takes effect.
4.8 Taxes.
Client shall be responsible for applicable sales, use, and similar transaction taxes, excluding taxes based on InvisaClaim's net income.
4.9 Refund Policy.
Except where required by law or expressly provided in an applicable Order Form, subscription Fees are nonrefundable once the applicable billing period begins.
4.10 Disputed Charges.
Client shall notify InvisaClaim of any disputed charge within thirty (30) days after the charge appears on Client's billing statement.
The Parties shall cooperate in good faith to investigate billing discrepancies. This notice provision does not waive rights that cannot legally be waived.
4.11 No Setoff.
Except where prohibited by applicable law, Client shall not withhold or offset undisputed subscription Fees against unrelated claims.
5. CLIENT RESPONSIBILITIES
5.1 Accuracy of Information.
Client is responsible for the accuracy, completeness, legality, and appropriateness of all information submitted to the Platform.
5.2 Claims and Billing Compliance.
Client remains responsible for:
Medical coding and documentation accuracy;
Clinical determinations;
Medical necessity representations;
Compliance with payer contracts;
Compliance with Medicare, Medicaid, and applicable insurance billing requirements;
Verification of claims and appeals before submission;
Approval of final reimbursement requests;
Timely compliance with payer filing and appeal deadlines.
5.3 AI-Generated Content.
Client acknowledges that artificial intelligence-generated recommendations, appeal drafts, and other automated outputs may contain errors, omissions, or inaccuracies.
Client shall ensure that appropriately qualified personnel review and approve outputs before reliance upon them for material billing, clinical, legal, or reimbursement decisions.
5.4 Account Security.
Client shall maintain appropriate security controls for its Authorized Users, including safeguarding credentials and promptly notifying InvisaClaim of suspected unauthorized account access.
5.5 Lawful Use.
Client shall not use the Platform for fraudulent billing, knowingly inaccurate claims submissions, unauthorized access to patient information, or other unlawful purposes.
5.6 Cooperation.
Client shall reasonably cooperate with InvisaClaim in troubleshooting, integration, security, and compliance matters affecting the Services.
6. HIPAA AND DATA PROTECTION
6.1 HIPAA Compliance.
Each Party shall comply with HIPAA and other applicable privacy and security laws to the extent applicable to its activities.
6.2 Business Associate Agreement.
Where InvisaClaim creates, receives, maintains, or transmits PHI on behalf of Client in a capacity requiring a BAA, the Parties shall execute or otherwise validly enter into a BAA before such PHI is processed.
The BAA is incorporated into this Agreement by reference upon execution or valid acceptance.
6.3 Order of Precedence.
If this Agreement conflicts with the BAA concerning PHI privacy, security, permitted uses, disclosures, or legally required safeguards, the BAA shall control to the extent necessary to comply with applicable law.
6.4 Client Data Ownership.
As between the Parties, Client retains its rights in Client Data, subject to applicable patient rights and legal restrictions.
6.5 Data Processing Authorization.
Client authorizes InvisaClaim to process Client Data as necessary to provide the contracted Services, subject to the applicable BAA and law.
6.6 De-Identified Information.
InvisaClaim may use information that has been properly de-identified in accordance with HIPAA for lawful product improvement, analytics, research, and AI development purposes, as permitted by the BAA.
6.7 No Unauthorized AI Training.
InvisaClaim shall not use identifiable PHI to train publicly available or general-purpose AI models without an appropriate legal basis and express written authorization from Client.
7. INTELLECTUAL PROPERTY AND PLATFORM RESTRICTIONS
7.1 Ownership.
InvisaClaim retains all right, title, and interest in and to its proprietary technology, including:
Software and source code;
Artificial intelligence models and algorithms;
Claims processing methodologies;
Automation workflows;
Platform architecture;
Proprietary databases and analytical methods;
APIs and integration frameworks;
Documentation, trademarks, and related intellectual property.
7.2 Restrictions.
Client shall not, and shall not permit any third party to:
a. Reverse engineer, decompile, or attempt to discover Platform source code except to the extent expressly permitted by applicable law;
b. Copy, reproduce, or redistribute proprietary Platform components;
c. Sublicense, resell, or commercially exploit the Platform without written authorization;
d. Use the Platform to develop a substantially competing software product through unauthorized copying or extraction;
e. Circumvent subscription restrictions, security controls, or access limitations;
f. Conduct unauthorized automated extraction, scraping, or bulk downloading;
g. Introduce malicious code or interfere with Platform operations.
7.3 Feedback.
Client grants InvisaClaim a perpetual, worldwide, royalty-free right to use suggestions and feedback voluntarily provided concerning the Platform, excluding Client Data and PHI except as otherwise lawfully permitted.
7.4 Improvements.
Improvements to InvisaClaim's underlying technology, algorithms, interfaces, and generalized workflows shall remain the property of InvisaClaim, subject to Client's rights in its data and any separately negotiated written agreement.
8. CONFIDENTIALITY
8.1 Confidential Information.
Each Party may receive confidential business, technical, operational, or financial information belonging to the other Party.
8.2 Protection.
The receiving Party shall use reasonable care to protect Confidential Information and shall disclose it only to personnel, advisers, or authorized service providers with a legitimate need to know and appropriate confidentiality obligations.
8.3 Exclusions.
Confidential Information excludes information that:
a. Becomes publicly available without breach;
b. Was lawfully known before disclosure;
c. Is independently developed without use of protected information;
d. Is lawfully received from an unrestricted third party.
8.4 Required Disclosure.
A Party may disclose Confidential Information when legally required, subject to providing notice where legally permitted and reasonably practicable.
8.5 PHI.
Confidentiality obligations concerning PHI shall also be governed by the BAA.
9. WARRANTIES AND DISCLAIMERS
9.1 Authority.
Each Party represents that it has the legal authority to enter into this Agreement.
9.2 Service Performance.
InvisaClaim shall use commercially reasonable efforts to provide the Services in a professional manner consistent with the applicable subscription and documentation.
9.3 Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
INV ISACLAIM DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE EXTENT PERMITTED BY LAW.
9.4 No Outcome Warranty.
InvisaClaim does not warrant that the Platform will be error-free or uninterrupted, or that any insurance claim, denial, appeal, or reimbursement request will achieve a particular result.
9.5 No Professional Advice.
The Platform does not independently provide medical diagnoses, clinical treatment recommendations, or legal representation.
Automated claims and appeal content is intended to support qualified healthcare administrative personnel.
10. LIMITATION OF LIABILITY
10.1 Exclusion of Consequential Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR BUSINESS INTERRUPTION ARISING FROM THIS AGREEMENT.
10.2 Liability Cap.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, INVISACLAIM'S TOTAL AGGREGATE CONTRACTUAL LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM, SERVICES, OR APPLICABLE BAA SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO INVISACLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.3 Exceptions.
Nothing in this Agreement shall exclude or limit liability to the extent such exclusion or limitation is prohibited by applicable law.
The limitations herein shall not restrict governmental enforcement authority or excuse either Party from mandatory HIPAA compliance obligations.
10.4 Allocation of Risk.
The Parties acknowledge that the Fees reflect the allocation of commercial risk contemplated by this Agreement.
11. INDEMNIFICATION
11.1 Client Indemnification.
Client shall defend, indemnify, and hold harmless InvisaClaim and its officers, managers, employees, and agents against third-party claims, losses, liabilities, and reasonable attorneys' fees arising from:
a. Client's unlawful use of the Platform;
b. Knowingly inaccurate, fraudulent, or unauthorized Client Data;
c. Client's material breach of this Agreement;
d. Client's violation of applicable billing, privacy, or healthcare laws;
e. Claims or appeals submitted or approved by Client containing inaccurate representations attributable to Client;
f. Unauthorized actions of Client's personnel.
Indemnification shall apply only to the extent the claim is attributable to Client's conduct and shall not extend to InvisaClaim's own negligence, misconduct, or legal violations.
11.2 InvisaClaim Responsibility.
InvisaClaim shall remain responsible for its own breaches, negligence, willful misconduct, and applicable legal obligations, subject to enforceable limitations of liability.
11.3 Indemnification Procedure.
The indemnified Party shall provide reasonably prompt notice of a claim, cooperate in the defense, and permit the indemnifying Party to control the defense, subject to reasonable protections against settlements imposing obligations on the indemnified Party without consent.
12. SUSPENSION OF SERVICES
12.1 Grounds for Suspension.
InvisaClaim may suspend affected Services when reasonably necessary due to:
Nonpayment of Fees;
Suspected fraudulent or unlawful activity;
Material violation of this Agreement;
Security threats;
Unauthorized access;
Governmental or regulatory requirements;
Conduct threatening Platform integrity.
12.2 Notice.
InvisaClaim shall provide reasonable notice where practicable, except where immediate action is necessary to prevent harm, protect information, or comply with law.
12.3 Restoration.
InvisaClaim may restore Services after the condition giving rise to suspension has been resolved.
12.4 Data Protection.
Suspension shall not relieve InvisaClaim of applicable confidentiality, HIPAA, or data protection obligations.
13. TERM AND TERMINATION
13.1 Term.
This Agreement begins on the Effective Date and continues on a month-to-month basis unless an Order Form establishes a different subscription commitment.
13.2 Termination for Convenience.
Either Party may terminate this Agreement upon thirty (30) days' prior written notice.
Client may cancel individual Provider Subscriptions through the Platform, subject to the applicable billing terms.
13.3 Termination for Cause.
Either Party may terminate this Agreement if the other Party materially breaches it and fails to cure within fifteen (15) calendar days following written notice.
Where the breach concerns HIPAA obligations, termination and cure rights shall also be governed by the BAA and applicable law.
13.4 Immediate Termination.
InvisaClaim may terminate Services immediately when continued performance would violate applicable law, create a material security risk, or involve fraud or other serious unlawful conduct.
13.5 Accrued Fees.
Termination does not relieve Client of payment obligations accrued before the effective termination date.
13.6 Data Export Period.
Following termination or cancellation, Client shall have thirty (30) calendar days to retrieve available Client Data through the Platform or another mutually agreed secure method.
During this period, InvisaClaim may provide restricted, export-only access where appropriate.
13.7 Data Retention and Deletion.
After the export period, InvisaClaim shall handle Client Data in accordance with the BAA, applicable law, and its established data retention and destruction procedures.
Where immediate deletion of backup or archival information is infeasible, retained PHI shall remain protected in accordance with the BAA.
13.8 Survival.
Provisions concerning accrued payment obligations, confidentiality, intellectual property, limitations of liability, indemnification, dispute resolution, and retained PHI shall survive termination to the extent applicable.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1 Governing Law.
This Agreement shall be governed by the laws of the State of Florida and applicable federal law, without regard to conflict-of-law principles.
14.2 Good-Faith Negotiations.
Before initiating arbitration, the Parties shall attempt to resolve contractual disputes through good-faith negotiations for thirty (30) days following written notice of the dispute.
14.3 Binding Arbitration.
Any contractual dispute not resolved through negotiations shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
14.4 Arbitration Location.
Unless otherwise agreed in writing, arbitration shall take place in Boca Raton, Palm Beach County, Florida.
14.5 Equitable Relief.
Either Party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to protect confidential information, intellectual property, or other rights where such relief is legally available.
14.6 Governmental Authority.
Nothing in this Agreement restricts the jurisdiction or enforcement authority of governmental or regulatory agencies.
15. GENERAL PROVISIONS
15.1 Entire Agreement.
This Agreement, together with applicable Order Forms and the BAA, constitutes the entire agreement concerning the Services.
15.2 Amendments.
InvisaClaim may amend this Agreement upon thirty (30) days' advance written or electronic notice.
Material amendments shall apply prospectively. Client may terminate affected subscriptions before a material amendment becomes effective.
Amendments to the BAA shall be governed by the BAA's amendment provisions.
15.3 Assignment.
Client may not assign this Agreement without InvisaClaim's prior written consent, not to be unreasonably withheld.
InvisaClaim may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant business assets, subject to applicable law and continued compliance with PHI obligations.
15.4 Independent Contractors.
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or fiduciary relationship.
15.5 Force Majeure.
Neither Party shall be liable for delays or failures caused by events beyond its reasonable control, excluding payment obligations for Services already provided.
15.6 Severability.
If any provision is held invalid or unenforceable, the remaining provisions shall remain effective.
15.7 Waiver.
Failure to enforce a provision shall not constitute a waiver of future enforcement.
15.8 Notices.
Notices shall be delivered electronically to designated account contacts or by written delivery to the Parties' addresses of record.
Notices to InvisaClaim:
InvisaClaim LLC
433 Plaza Real, Suite 275
Boca Raton, FL 33432
15.9 Electronic Signatures.
Electronic signatures, electronic acceptance, and electronically executed Order Forms shall have the same legal effect as handwritten signatures to the extent permitted by applicable law.
15.10 No Third-Party Beneficiaries.
This Agreement does not create enforceable rights in favor of third parties except as expressly provided by applicable law.
15.11 Order of Precedence.
In the event of inconsistency:
a. The BAA controls for PHI privacy, security, and HIPAA compliance matters;
b. An executed Order Form controls for expressly negotiated commercial terms;
c. This MSA controls for remaining matters.
16. ELECTRONIC ACCEPTANCE AND AUTHORIZATION
BY CLICKING “I AGREE,” COMPLETING THE AUTHORIZED SUBSCRIPTION ENROLLMENT PROCESS, OR EXECUTING AN ORDER FORM, CLIENT ACKNOWLEDGES THAT:
CLIENT HAS READ AND AGREES TO THIS MASTER SERVICES AGREEMENT.
THE INDIVIDUAL ACCEPTING THE AGREEMENT IS AUTHORIZED TO BIND CLIENT.
CLIENT AUTHORIZES AUTOMATIC RECURRING SUBSCRIPTION CHARGES FOR EACH ENROLLED PROVIDER NPI.
CLIENT UNDERSTANDS THAT EACH PROVIDER NPI MAY CONSTITUTE A SEPARATELY BILLABLE SUBSCRIPTION.
CLIENT UNDERSTANDS THE CANCELLATION, TERMINATION, AND DATA EXPORT REQUIREMENTS.
CLIENT ACKNOWLEDGES THAT INVISACLAIM DOES NOT GUARANTEE INSURANCE REIMBURSEMENT OR SUCCESSFUL APPEALS.
CLIENT AGREES TO THE APPLICABLE BUSINESS ASSOCIATE AGREEMENT WHERE REQUIRED BY LAW.
17. SIGNATURES
SERVICE PROVIDER
InvisaClaim LLC
433 Plaza Real, Suite 275
Boca Raton, FL 33432