Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of the EarnestMD marketing site at earnestmd.com and the authenticated rate-intelligence portal at app.earnestmd.com (collectively, the “Service”). By accessing or using the Service, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

1. Definitions

• “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.
• “Customer” means the organization on whose behalf an Account has been provisioned, or, for a User who signs up individually (for example, under the free tier), that individual.
• “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.
• “Order Form” means a separately executed Master Services Agreement, order form, statement of work, or online checkout confirmation between EarnestMD and a Customer that references or incorporates these Terms.

2. Service description

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 (Transparency in Coverage Final Rule, 85 Fed. Reg. 72158; codified for group health plans and issuers at 45 CFR § 147.210 et seq., 29 CFR § 2590.715-2715A1 et seq., and 26 CFR § 54.9815-2715A1 et seq.);
• 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.

3. Account responsibilities

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.

4. Acceptable use

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 scope controls, 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 (see Section 5);
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.

5. Antitrust and independent use

The Service is provided to each Customer as a tool to inform that Customer’s own, independent, unilateral business decisions. It is not, and may not be used as, a mechanism for coordinating prices, rates, fees, wages, or commercial terms among competing providers or other competing entities.

You acknowledge and agree that:

1. Independent decision-making. Any rates, benchmarks, gaps, recommended asks, or other figures the Service produces are inputs to your own independent analysis. You alone decide what rates to seek, accept, or reject in your dealings with any payer or counterparty. EarnestMD does not direct, recommend, or facilitate any agreement, understanding, or concerted action between you and any competitor.
2. No invitation to coordinate. Nothing in the Service, its outputs, or any EarnestMD communication is an invitation, recommendation, or license to fix, stabilize, or coordinate prices or terms with competitors, to allocate markets or customers, to engage in a group boycott, or to exchange competitively sensitive information with competitors outside the lawful, deidentified, aggregated form in which the Service presents it.
3. Your compliance responsibility. You are solely responsible for ensuring that your access to and use of the Service, and any action you take in reliance on Service outputs, complies with all applicable antitrust and competition laws, including the Sherman Act and analogous state laws. You should consult your own counsel regarding the lawful use of competitive information in your specific circumstances.
4. No safe harbor. EarnestMD makes no representation that any particular use of the Service falls within any antitrust safe harbor, enforcement-policy statement, or guidance, and you may not rely on the Service’s availability as evidence that a given use is lawful.

EarnestMD may suspend or terminate access if it reasonably believes the Service is being used to facilitate conduct described in this Section.

6. Customer data, representations, and prohibited content

Your representations. You represent and warrant that any Content you submit to the Service: (a) contains no Protected Health Information as defined at 45 CFR § 160.103, no patient records, no substance-use-disorder records subject to 42 CFR Part 2, no claims data, no executed payer contracts, and no payment-card data; (b) is data you are authorized to submit and to have processed by EarnestMD as described in these Terms and the Privacy Policy; and (c) does not infringe or misappropriate the rights of any third party.

Not a HIPAA business associate. Because the Service is designed not to receive Protected Health Information, EarnestMD does not act as a “business associate” within the meaning of HIPAA, and no Business Associate Agreement is or will be in place for the Service. You will not rely on the Service for any function that would require EarnestMD to be a business associate.

Right to remove prohibited content. If EarnestMD becomes aware that Content contains any category of prohibited data listed above, EarnestMD may quarantine or delete that Content without prior notice and without liability, and will use reasonable efforts to notify you. You will promptly notify EarnestMD at info@earnestmd.com if you become aware that prohibited data has been submitted in error.

7. Subscription, fees, and billing

7.1 Plans and Order Forms. The Service is offered under several plans, which may include a free tier, one-time Reports, recurring Memberships, and Strategy professional-services engagements. The specific plan, scope (NPIs, payers, codes, seats), fees, and term applicable to you are set out in your Order Form, which may be a Master Services Agreement, an order form, a statement of work, or an online checkout confirmation. If any term in an Order Form conflicts with these Terms, the Order Form controls for that engagement.

7.2 Free tier. Free, trial, pilot, or complimentary access may be modified, suspended, or terminated at any time, with or without notice, and is provided “as is” without any fee obligation. EarnestMD may impose usage limits (for example, query caps) on free access.

7.3 One-time Reports. Reports are billed as a one-time fee at the price shown at checkout or in your Order Form, due at purchase. Refunds: you may request a full refund of a Report within thirty (30) days of purchase by emailing info@earnestmd.com; no reason is required. After 30 days, Report fees are non-refundable except where a refund is required by law.

7.4 Memberships (recurring billing and automatic renewal). Memberships are billed in advance on the cadence shown at checkout (monthly or annual) and automatically renew for successive periods of the same length at the then-current rate unless cancelled.

• Authorization. By starting a Membership you authorize EarnestMD and its payment processor to charge your payment method the recurring fee at the start of each billing period until you cancel.
• Cancellation. You may cancel at any time through the portal’s billing settings or by emailing info@earnestmd.com. Cancellation stops future renewals; your access continues until the end of the period already paid for. Recurring fees already charged are not refundable for partial periods except where required by law.
• Renewal notice. For annual Memberships, EarnestMD will send a reminder to the Account email before the renewal date. For monthly Memberships, the renewal cadence and amount are disclosed at checkout and in your billing settings.
• Cooling-off and statutory rights. Nothing in this Section limits any cancellation or refund right you have under applicable automatic-renewal or consumer-protection law, including the laws of your home jurisdiction.

7.5 Strategy and professional services. Strategy engagements (live sessions, written memos, and related support) are billed as described in the applicable Order Form. Because these are bespoke professional-services engagements, fees are non-refundable once the engagement has begun, except as set out in the Order Form or as required by law. Strategy outputs are subject to the same disclaimers in Section 9.

7.6 Payment processing. When paid billing is enabled, payments are processed by Stripe, Inc. Card and bank-account details are collected and stored by Stripe under its own terms and privacy policy; EarnestMD does not receive, store, or process full payment-card numbers. Until Stripe billing is enabled for your Account, fees and payment timing are governed solely by your Order Form.

7.7 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, and similar taxes associated with your purchase, other than taxes based on EarnestMD’s net income. If EarnestMD is required to collect such taxes, they will be added to your invoice.

7.8 Failed payments and late amounts. If a charge fails or an invoice is not paid when due, EarnestMD may retry the charge, suspend access after reasonable notice, and charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable costs of collection.

7.9 Price changes. EarnestMD may change its prices. For recurring Memberships, EarnestMD will give at least 30 days’ notice before a price change takes effect at your next renewal; if you do not accept the change, you may cancel before it takes effect. One-time Report and Strategy prices are fixed at the price shown when you purchase.

8. Intellectual property

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. Separately from its role in delivering the Service to you, EarnestMD may generate aggregated, deidentified statistics from Service usage and from Customer Content (for example: per-payer call counts, model token totals, query latency distributions, error rates, and market statistics derived from volume, rate, roster, facility-ownership, and organizational-relationship data that Customers upload or confirm in the portal). With respect to this aggregation activity, EarnestMD acts as an independent controller of the resulting aggregated data, which does not identify you, your organization, or any individual User. 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, and researchers.

To protect against reidentification, EarnestMD applies a minimum-cohort threshold: no aggregate row may represent fewer than five (5) distinct Customer organizations, and customer-identifying fields are removed before aggregation. You may opt out of inclusion in third-party-licensed aggregates at any time in the portal (Data preferences) or by contacting info@earnestmd.com; opt-out applies to future aggregation runs and does not affect aggregates already published. For Customers whose Personal Data is subject to the EU/UK GDPR, EarnestMD will not include uploaded Content in third-party-licensed aggregates without that Customer’s prior opt-in. The internal, operational use of aggregated, deidentified metrics to run and improve the Service is necessary to operate the Service and is not separately opt-out-able while you remain a Customer.

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.

9. Disclaimers

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.

10. Limitation of liability

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).

11. Indemnification

You will defend, indemnify, and hold harmless EarnestMD and its officers, directors, employees, contractors, affiliates, and licensors from and against any third-party claims, and any resulting losses, damages, liabilities, costs, and reasonable attorneys’ fees, arising out of or relating to: (a) your submission of any prohibited data described in Section 6, including Protected Health Information, claims data, executed payer contracts, or payment-card data; (b) your use of Service outputs in violation of antitrust or competition law, the FCRA, or any other applicable law; (c) your breach of these Terms; or (d) your infringement or misappropriation of any third party’s rights. EarnestMD will promptly notify you of the claim, give you reasonable control of the defense (subject to EarnestMD’s right to participate with its own counsel), and provide reasonable cooperation. You may not settle any claim in a way that imposes obligations on EarnestMD without EarnestMD’s prior written consent.

12. Termination

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) your 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), 5 (Antitrust), 6 (Representations), 8 (Intellectual Property), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 13 (Governing Law), 14 (Dispute Resolution), and 15 (Miscellaneous) — will survive.

Data return and deletion on termination is governed by the applicable Data Processing Agreement, available from EarnestMD on request.

13. Governing law

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. Nothing in this Section deprives a consumer of the protection of mandatory provisions of the law of the consumer’s habitual residence.

14. Dispute resolution

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.

15. Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy, any Data Processing Agreement, and any applicable 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.

16. Contact

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