Terms of Service

• “Service” means the EarnestMD marketing site, the authenticated portal, the AI assistant and its tools, the rate and provider-directory data made available through the portal, and the reports and exports produced by the Service.
• “User” means a natural person who accesses the Service.
• “Account” means the credentials and configuration record provisioned for a User in Clerk and in the EarnestMD database.
• “Customer” means the organization on whose behalf an Account has been provisioned.
• “Content” means any query, file, configuration, roster, or other material a User submits to the Service, and any report, transcript, table, or export the Service returns.
• “Master Agreement” means a separately executed Master Services Agreement, order form, or statement of work between EarnestMD and a Customer that references these Terms.

EarnestMD is a business-to-business AI assistant and reporting product for healthcare commercial-rate intelligence. The assistant answers questions and produces benchmark reports using public data sources, principally:

• Payer-published negotiated rates from Machine-Readable Files (MRFs) published under the federal Transparency in Coverage rule (45 CFR Part 158);
• The National Plan and Provider Enumeration System (NPPES) registry maintained by CMS;
• PECOS reassignment data published by CMS (which physicians reassign Medicare billing to which group);
• CMS “Medicare Physician & Other Practitioners” aggregate utilization datasets (by Geography and by Provider and Service).

The Service does not require, and EarnestMD does not accept, Protected Health Information, claims data, executed payer contracts, or payment card data through the portal.

You are responsible for: (a) maintaining the confidentiality of Account credentials and any multi-factor authentication factors; (b) all activity that occurs under the Account; (c) immediately notifying EarnestMD at info@earnestmd.com of any suspected unauthorized access; and (d) ensuring that each User accessing the Account is an authorized employee or contractor of the Customer with a legitimate business need. You will not share an Account across multiple natural persons.

You must be at least 18 years old and able to form a binding contract to use the Service.

You agree that you will not, and will not permit any User to:

1. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service or the underlying models;
2. use the Service or the assistant to perform bulk extraction or scraping of the rate data, the provider directory, or any other Service content, including by automated prompting, crawler patterns, or other techniques designed to circumvent rate or scope limits;
3. attempt to bypass authentication, authorization, the server-side NPI scope clamp, or any other security control;
4. upload or transmit Protected Health Information, patient records, claims data, executed payer contracts, or payment card data to the Service;
5. use Service outputs to make adverse decisions about an individual’s eligibility for credit, insurance, employment, or housing, or for any other purpose subject to the Fair Credit Reporting Act (FCRA);
6. use Service outputs as the basis for individual provider credentialing, peer-review, or disciplinary action;
7. resell, sublicense, or otherwise commercially redistribute raw Service data or assistant outputs as a standalone data product;
8. use the Service in violation of applicable law, including antitrust, competition, healthcare, and data-protection law, or to coordinate with competitors on pricing in a manner prohibited by such law;
9. attempt to interfere with the operation of the Service, including by introducing malware, conducting denial-of-service attacks, or probing for vulnerabilities outside the scope of any published security disclosure program;
10. remove or obscure proprietary notices, branding, or sourcing attributions from Service outputs.

EarnestMD may suspend or terminate access to the Service if it reasonably believes a User has violated this Section.

Access to the Service is provided under the Customer’s Master Agreement or order form, which specifies the engagement plan, the included scope (NPIs, payers, codes, seats), and the applicable fees. If you have no executed Master Agreement and are accessing a trial, pilot, or complimentary instance of the Service, access may be modified, suspended, or terminated at any time.

[PLACEHOLDER: paid-subscription mechanics — billing cadence, invoice terms, late fees, auto-renewal, refund policy, tax handling. These will be tightened when Stripe billing is enabled. Until then, fees and payment terms are governed by the applicable order form.]

EarnestMD’s IP. EarnestMD and its licensors own all right, title, and interest in and to the Service, including the platform, the assistant, the ingest pipeline, the normalized rate warehouse, the peer-discovery engine, the report templates, and all related documentation. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the term of your Account, solely for your internal business purposes and subject to these Terms. No other rights are granted.

Customer Content. As between the parties, you own the Content you submit to the Service (queries, rosters, configuration, and any files you upload — including practice volume data, contracted rate sheets, CPT code lists, or NPI rosters). You grant EarnestMD a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use that Content as needed to deliver the Service to you and to fulfill our obligations under these Terms.

Aggregated and deidentified data. EarnestMD may generate aggregated, deidentified statistics from Service usage and from Customer Content you upload (for example: per-payer call counts, model token totals, query latency distributions, error rates, AND market statistics derived from customer-uploaded volume / rate / roster data). EarnestMD may use that aggregated data indefinitely to (a) operate, secure, benchmark, and improve the Service; (b) produce internal market research; and (c) publish or license aggregated benchmark reports, datasets, or APIs to third parties (such as healthcare consultants, advisory firms, or other commercial entities). Aggregated data will not identify you, your Customer organization, or any individual User. EarnestMD applies a minimum-cohort threshold (no aggregate row may represent fewer than five (5) distinct Customer organizations) so that individual Customer data cannot be reasonably reidentified by any third party. You may opt out of inclusion in third-party-licensed aggregates at any time by contacting EarnestMD; opt-out applies to future aggregation runs and does not affect aggregates already published.

Public source data. The underlying rate, provider, and utilization data the assistant draws on is public, federally mandated data. EarnestMD claims no ownership of the underlying public data; we claim only the normalization, schema, and engineering work on top of it.

Feedback. If you send EarnestMD feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use that feedback without obligation.

No medical or clinical use. The Service is a commercial-rate intelligence tool. It is not a medical device, not a clinical decision-support system, and is not intended for use in the diagnosis or treatment of any patient. The Service does not process PHI.

Estimates, not advice.The assistant’s outputs — including benchmark figures, peer comparisons, revenue estimates, and recommended payer asks — are derived from public data sources and are presented as estimates for negotiation-strategy purposes. They are not financial, legal, accounting, tax, actuarial, or contracting advice. You are responsible for independently verifying any figure or recommendation before relying on it in a contracting decision, a financial filing, or any public-facing communication.

Third-party data sources. The Service depends on public datasets (payer MRFs, NPPES, PECOS, CMS aggregates) whose accuracy, completeness, and freshness are determined by their publishers. We do our best to detect publisher errors, but we cannot warrant the upstream sources. Coverage may be interrupted or change if a publisher modifies, withdraws, or fails to publish a dataset.

“AS IS” warranty disclaimer.To the maximum extent permitted by law, the Service is provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, or uninterrupted availability. EarnestMD does not warrant that the Service will be error-free or that defects will be corrected.

To the maximum extent permitted by law, in no event will EarnestMD or its officers, directors, employees, contractors, affiliates, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or anticipated savings, arising out of or relating to the Service or these Terms, whether in contract, tort (including negligence), strict liability, or any other legal theory, and whether or not EarnestMD has been advised of the possibility of such damages.

Subject to the foregoing, EarnestMD’s total cumulative liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the fees actually paid by the Customer to EarnestMD for the Service during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred US dollars (US$100).

The exclusions and limitations in this Section apply to the fullest extent permitted by law. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (for example, certain liability for fraud, gross negligence, or willful misconduct).

You may stop using the Service at any time and request that your Account be closed by emailing info@earnestmd.com. EarnestMD may suspend or terminate your access to the Service immediately on notice if: (a) you materially breach these Terms and, if curable, do not cure the breach within 15 days of written notice; (b) we reasonably believe continued access poses a security, legal, or reputational risk; or (c) the Customer’s Master Agreement or order form has expired or been terminated.

On termination, your right to access the Service ends. Sections that by their nature should survive termination — including Sections 4 (Acceptable Use), 6 (Intellectual Property), 7 (Disclaimers), 8 (Limitation of Liability), 10 (Governing Law), 11 (Dispute Resolution), and 12 (Miscellaneous) — will survive.

Data return and deletion on termination is governed by the Customer’s Data Processing Agreement (see docs/dpa_template.md, Section 12).

These Terms are governed by and construed in accordance with the laws of the State of Tennessee, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute by negotiation, beginning with written notice to info@earnestmd.com describing the dispute and the relief sought, and a 30-day negotiation period.

Binding arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The seat of arbitration will be Knoxville, Tennessee, United States. The arbitrator will have authority to award the same remedies a court could. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. To the maximum extent permitted by law, each party waives any right to participate in a class action, collective action, or representative proceeding. Arbitration is on an individual basis only.

Equitable relief. Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Entire agreement. These Terms, together with the Privacy Policy, any Data Processing Agreement, and any applicable Master Agreement or order form, constitute the entire agreement between the parties regarding the Service and supersede any prior or contemporaneous understandings on the same subject.

Changes.EarnestMD may update these Terms from time to time. When we make a material change we will update the “Last updated” date and, for changes that materially expand User obligations, give account holders at least 30 days’ notice in the portal and by email. Continued use of the Service after the effective date constitutes acceptance.

Assignment.You may not assign or transfer these Terms without EarnestMD’s prior written consent. EarnestMD may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.

Severability and waiver. If any provision of these Terms is held unenforceable, the remaining provisions remain in effect. A failure to enforce any provision is not a waiver of the right to enforce it later.

Force majeure. Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, pandemics, internet or utility outages, or governmental action.

Notices. Notices to EarnestMD under these Terms must be sent to info@earnestmd.com. Notices to you will be sent to the email address on file for the Account.

Independent contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

Questions about these Terms can be sent to info@earnestmd.com.

EarnestMD, LLC
Attn: Founder
11519 Kingston Pike, Unit 2154
Farragut, TN 37934
United States