Terms of Service

Last updated: November 26, 2025

Welcome, and thank you for your interest in OptimIQ, LLC (“OptimIQ,” “we,” or “us”). These Terms of Service (“Terms”) govern your access to and use of OptimIQ’s websites, applications, and healthcare analytics products, including:

• The OptimIQ Health platform;
• The Risk Adjustment & Value-Based Care Suite;
• The Claims Intelligence Platform;
• Post-Acute Optimization tools for SNF/home health; and
• Any related APIs, dashboards, documentation, AI agents, and tools, including the website www.optimiq.us

(collectively, the “Service”).

By using the Service, you agree to these Terms.

Please also read our Privacy Notice, which explains how we collect, use, and disclose personal data, and any Business Associate Agreement (BAA) or Data Processing Addendum (DPA) that may apply if we handle Protected Health Information (“PHI”) on your behalf.

If you are using the Service on behalf of a healthcare organization, health plan, vendor, or other entity that has a separate written agreement with OptimIQ (for example, a subscription agreement or BAA), that agreement will control to the extent it conflicts with these Terms.

If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind that entity. In that case, “you” and “Customer” mean that entity.

1. Access and Use

1.1 Provision of Access

OptimIQ provides an AI-enabled healthcare analytics platform designed to help organizations:

• Connect claims, clinical, and operational data;
• Surface risk and care gaps (e.g., HCC gaps, quality gaps);
• Support risk adjustment and value-based care performance;
• Optimize post-acute and home health workflows; and
• Improve claims and payment integrity (e.g., edits, denials, underpayments).

The Service may provide suggested insights, risk scores, RAF impact views, coding suggestions (e.g., diagnosis/procedure/HCC codes), worklists, summaries, or other outputs (collectively, “Insights”).

Subject to your compliance with these Terms and any applicable ordering document, OptimIQ grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal healthcare, operational, and administrative purposes.

The Service is not a direct-to-consumer medical app and is intended for use by professional organizations and their authorized users.

1.2 Inputs, Outputs, and “Content”

You and your users may provide data, prompts, files, configurations, or other information to the Service (“Inputs”), and receive Insights or other outputs generated by the Service based on those Inputs (“Outputs”). Together, Inputs and Outputs are “Content.”

We may process Content to:

• Provide, maintain, and improve the Service;
• Operate security, monitoring, and abuse-prevention controls;
• Comply with law and enforce our policies; and
• Generate aggregated, de-identified analytics about how the Service is used (“Usage Data” – see Section 5.4).

By submitting Inputs, you represent and warrant that you have all rights, permissions, and authorizations necessary for OptimIQ to process the Inputs under these Terms and under applicable privacy and healthcare laws (for example, HIPAA, state privacy laws, and payer contracts where relevant).

1.3 Health Data and PHI

The Service is designed for healthcare organizations, payers, and vendors and may process PHI and other regulated health data.

If you are a HIPAA “covered entity” or “business associate” and you use the Service with PHI, then:

• We will enter into a Business Associate Agreement (BAA) with you when required by law;
• The BAA will govern how we handle PHI and will prevail over these Terms where they conflict with respect to PHI; and
• You remain responsible for obtaining all necessary patient or member consents and authorizations and for configuring and using the Service in a way that complies with your legal and contractual obligations.

You agree not to input to the Service any categories of data we specifically identify (in documentation or the Service UI) as unsupported or prohibited—for example, full payment card numbers if we state that we are not a PCI-compliant processor.

1.4 Model Training and Use of Content

We care about privacy, regulatory obligations, and payer/clinical trust. Accordingly:

• No general AI training on PHI or Customer-identifiable data without consent.
  OptimIQ will not use PHI or Customer-identifiable Content to train general-purpose AI models that are made available to other customers, except as permitted in a signed agreement (such as a BAA or data-use addendum).

• De-identified and aggregated data.
  We may use de-identified or aggregated data derived from your use of the Service to operate, secure, and improve the Service, develop new features (for example, better worklist logic), and generate benchmarks, provided it does not identify you, your organization, or any individual.

1.5 Limits of AI-Generated Outputs (Decision Support Only)

You acknowledge that Outputs are generated automatically by machine-learning models and related analytics. As with other AI-based clinical and operational decision-support tools, Outputs may:

• Contain errors, omissions, or misleading information;
• Reflect limitations, gaps, or biases in underlying data or clinical evidence;
• Misinterpret ambiguous, incomplete, or incorrect Inputs; and
• Be similar or identical to outputs generated for other users.

Outputs are for decision support only. They do not:

• Provide medical advice or make diagnoses;
• Replace professional clinical judgment, documentation review, or coding expertise;
• Guarantee compliance with payer policies, coding guidelines, or legal requirements; or
• Control medical devices or emergency response systems.

You agree that:

• You and your authorized users are solely responsible for validating medical necessity, diagnoses, codes, documentation, and claims before acting on Outputs; and
• You will not rely on Outputs as the sole basis for any clinical decision, patient communication, reimbursement decision, or regulatory filing.

1.6 Use Restrictions

Except to the limited extent a restriction is impermissible under applicable law, you agree that you will not (and will not allow any third party to):

1. Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, or underlying algorithms of the Service;
2. Modify, translate, or create derivative works of the Service;
3. Rent, lease, or sell the Service or grant unauthorized third-party access;
4. Remove, alter, or obscure proprietary notices or branding;
5. Use the Service or Outputs to develop, train, or improve any model or service that competes with OptimIQ;
6. Probe, scan, or test the vulnerability of the Service, or attempt to bypass security or authentication measures;
7. Harvest, scrape, or extract data from the Service in bulk except as permitted by our APIs, documentation, or a written agreement;
8. Use the Service in any manner that infringes, misappropriates, or violates the rights of others or applicable law (including HIPAA, state privacy laws, and payer rules);
9. Use the Service for any high-risk activities where failure could reasonably be expected to result in death, serious bodily injury, or catastrophic harm (for example, real-time life-support monitoring or direct device control);
10. Upload or share data that you are not legally allowed to disclose, including PHI if you do not have a valid legal basis and applicable agreement with OptimIQ; or
11. Knowingly permit any third party to do any of the above.

You will promptly notify OptimIQ of any unauthorized use of the Service or your account that comes to your attention and will cooperate to prevent or stop such use when it is within your control.

1.7 Beta and Preview Features

From time to time, OptimIQ may make new or experimental healthcare features available on a beta, pilot, early-access, or similar basis (“Beta Features”). Examples may include new risk scoring models, draft care-gap logic, or preview dashboards.

You may choose whether to enable or use Beta Features.

Beta Features:

• Are provided for evaluation and feedback only;
• May be incomplete, less reliable, or not suitable for production use; and
• May be modified, suspended, or discontinued at any time.

Beta Features are provided “as is” and “as available” without warranties, and OptimIQ will have no liability arising from your use of Beta Features, except to the extent required by applicable law.

1.8 Automated Actions (e.g., Auto-Generated Worklists)

Certain features of the Service may allow automated actions based on Outputs—for example:

• Auto-generating HCC or care-gap worklists,
• Auto-populating draft codes or flags in your workflows, or
• Triggering notifications or tasks once defined criteria are met.

If you enable any such features:

• You are solely responsible for configuring thresholds, approvals, and safeguards;
• You are responsible for testing and monitoring automated workflows before using them in production; and
• You accept all risks associated with automation, including system errors, misconfigurations, and data issues.

2. Eligibility

You must be at least the age of majority in your jurisdiction (for example, 18 years old in the United States) to use the Service.

The Service is intended for healthcare organizations, plans, vendors, and their authorized personnel—not for direct, unsupervised use by patients or minors.

By agreeing to these Terms, you represent and warrant that:

• You are at least the age of majority in your jurisdiction;
• You have not previously been suspended or removed from the Service; and
• Your registration and use of the Service complies with all applicable laws, regulations, and professional obligations.

3. Account Registration and Access

To access most features of the Service, your organization must register for an account.

• You agree to provide accurate, complete, and non-misleading registration information and to keep it up to date.
• You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
• You must promptly notify us at support@optimiq.us if you believe your account is or may be compromised.
• We may require multi-factor authentication for certain roles or actions and may suspend access that appears compromised.

4. Payment Terms

4.1 Paid Services

Certain features or tiers of the Service require payment of fees (“Paid Services”). Before you pay any fees, you will have an opportunity to review and accept the fees that will apply. Unless otherwise provided in an order form, all fees are in U.S. Dollars and are non-refundable, except where required by law.

4.2 Pricing

OptimIQ may determine and update pricing for the Service from time to time. Any changes to recurring fees will be communicated in advance via the Service interface, email, or other reasonable means and will become effective at the start of your next billing period. Your continued use of the Paid Services after a price change becomes effective constitutes your agreement to the new price.

You are responsible for all taxes associated with the Service, other than taxes based on OptimIQ’s net income.

4.3 Payment Processing

We may use third-party payment processors to accept bank transfers, credit cards, or other payment methods. Your use of such payment services may be subject to the processor’s own terms and privacy policy. OptimIQ is not responsible for any errors, delays, or issues caused by third-party payment processors.

By providing a payment method, you authorize us and our payment processors to charge all applicable fees and taxes to that method and to store your payment details as permitted.

4.4 Subscription Services

The Service may be offered on a subscription basis with automatically recurring charges (“Subscription”). Unless otherwise stated:

• Your Subscription will start on the date you first purchase a Subscription (“Billing Date”);
• Subscriptions renew automatically for successive periods (for example, monthly or annually) until cancelled;
• Subscription fees and applicable taxes will be charged on or about each renewal date; and
• You must cancel at least 24 hours before renewal to avoid further charges.

You may cancel a Subscription using the billing settings in your account or by contacting support@optimiq.us. Cancellation will take effect at the end of the current billing period.

4.5 Add-Ons and Usage-Based Features

We may offer additional features, modules, or usage-based services (“Add-Ons”). Add-Ons are treated as part of the Service and governed by these Terms. Fees and usage metrics for Add-Ons will be described in the Service interface or in your order form.

4.6 Delinquent Accounts

If any payment is overdue, we may:

• Suspend or limit access to the Service or certain features;
• Charge interest or late fees to the extent permitted by law; and/or
• Recover reasonable costs of collection.

If your payment method is invalid or cannot be charged and we are unable to reach you, we may suspend or terminate your account and delete or restrict access to Content associated with it, subject to applicable law and any data-export terms in your agreement.

5. Ownership and Licenses

5.1 Service

As between you and OptimIQ, we and our licensors own all rights, title, and interest in and to the Service, including all software, models, interfaces, documentation, and improvements, and all related intellectual property rights. These Terms do not grant you any ownership interest in the Service, and there are no implied licenses beyond what is expressly granted here.

5.2 Content

As between you and OptimIQ:

• You retain all rights to your Inputs and underlying Customer Data; and
• Subject to your compliance with these Terms, we assign to you any copyrights we may have (if any) in Outputs generated specifically for you, to the extent permitted by law and subject to third-party rights and restrictions (for example, restrictions that apply to data you provide or to third-party clinical or coding content used by models).

You are responsible for verifying that your use of Outputs complies with applicable law, payer policies, and professional standards (for example, CMS guidance, official coding guidelines, and contract terms).

5.3 Feedback

We appreciate feedback. If you send us suggestions, ideas, or comments about the Service (“Feedback”), you grant OptimIQ a worldwide, perpetual, irrevocable, royalty-free license to use and exploit the Feedback for any purpose, without obligation or compensation to you.

5.4 Usage Data and Aggregated Statistics

OptimIQ may collect and analyze technical and usage data relating to your use of the Service (for example, performance metrics, feature adoption, and de-identified error logs) (“Usage Data”) to:

• Operate, secure, and optimize the Service;
• Develop new features and offerings; and
• Publish or share aggregated, de-identified statistics that do not identify you, your organization, or any individual.

Usage Data does not include your Content in identifiable form.

6. Third-Party Services and Integrations

The Service may integrate with third-party systems such as electronic health records (EHRs), practice-management systems, clearinghouses, payor portals, authentication providers, or other software (“Third-Party Services”).

If you choose to use Third-Party Services:

• Your use of them is governed by those providers’ terms and privacy policies;
• We do not control and are not responsible for Third-Party Services; and
• We are not liable for any outages, delays, inaccuracies, or data loss caused by Third-Party Services or their APIs.

You are responsible for ensuring that you have all necessary rights and permissions to connect Third-Party Services to the Service and to exchange data with them.

7. Communications

We may send you:

• Service-related communications (for example, security notices, feature updates, or changes to these Terms); and
• Optional marketing or promotional communications.

You may opt out of promotional emails by using the unsubscribe link or instructions in those emails. You cannot opt out of essential Service or legal communications while you maintain an account with us.

8. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will:

• Update the “Last updated” date at the top of this page; and
• Provide notice by email, in-product notifications, or other reasonable means.

All changes are effective when posted, unless otherwise stated. Your continued use of the Service after the updated Terms become effective constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service.

9. Termination

You may stop using the Service at any time.

We reserve the right to modify, suspend, or discontinue the Service or your access to it, in whole or in part, if:

• You materially breach these Terms or any applicable agreement and fail to cure where a cure is possible;
• Your account has been inactive for an extended period and you have no paid Subscription; or
• We reasonably need to act to prevent abuse, address security issues, or comply with legal obligations.

Where feasible, we will provide reasonable advance notice of termination or major changes, but there may be urgent circumstances where immediate action is required (for example, to address security or legal risks).

Upon termination, your right to use the Service will end. We may retain or delete Content and account data consistent with our data-retention practices and any applicable laws or agreements.

10. Changes to the Service

We may add, remove, or modify features, modules, or components of the Service over time, including Paid Services and Beta Features. We will not be liable for any change to the Service or suspension or discontinuation of features, except as expressly set out in an applicable agreement or required by law.

You are responsible for exporting or retaining any Content you need before your access ends or a feature is discontinued, subject to data-export rights in your subscription or BAA (if any).

11. Copyright Complaints

If you believe that material made available through the Service infringes your copyright, please send a notice to:

Email: legal@optimiq.us

Your notice should include the information required under applicable copyright law (for example, the DMCA in the United States), including:

1. A physical or electronic signature of the copyright owner or authorized agent;
2. Identification of the copyrighted work claimed to have been infringed;
3. Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate it;
4. Your contact information (address, telephone number, and email address);
5. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

We may remove or disable access to material alleged to be infringing and may, in appropriate circumstances, terminate repeat infringers.

12. Privacy

Please read the OptimIQ Privacy Notice for information about how we collect, use, store, and disclose personal data.

If we act as your “business associate” under HIPAA, the specific privacy and security obligations relating to PHI will be set out in our BAA.

13. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service. You agree to defend, indemnify, and hold harmless OptimIQ and our affiliates, and each of our respective officers, directors, employees, and agents, from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Your or your users’ misuse of the Service or violation of these Terms;
2. Your violation of any applicable law, regulation, payer requirement, or professional obligation in connection with your use of the Service;
3. Any allegation that your Inputs, Customer Data, or other content you provide infringes or violates the rights of a third party; or
4. Clinical, coding, billing, or operational decisions made by you or your users, including claims of improper diagnosis, treatment, risk scoring, coding, or reimbursement.

We reserve the right, at our own expense, to assume exclusive defense and control of any matter subject to indemnification by you. In that case, you agree to cooperate with our defense of such claims.

14. Disclaimer of Warranties

THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, OPTIMIQ DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; AND
• ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE.

WE DO NOT WARRANT THAT THE SERVICE OR OUTPUTS WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. YOU AGREE THAT YOU WILL NOT RELY ON OUTPUTS AS A SOLE SOURCE OF TRUTH FOR CLINICAL, CODING, CONTRACTING, OR LEGAL DECISIONS, AND THAT YOU WILL APPLY PROFESSIONAL JUDGMENT AND INDEPENDENT VERIFICATION IN ALL CASES.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

15.1 No Indirect Damages

IN NO EVENT WILL OPTIMIQ OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL BE LIMITED TO THE GREATER OF:

• THE AMOUNT YOU PAID TO OPTIMIQ FOR THE SERVICE IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR
• ONE HUNDRED U.S. DOLLARS (US $100) IF YOU HAVE NOT PAID ANY FEES.

These limitations are fundamental to our agreement to provide the Service and apply even if a limited remedy fails of its essential purpose.

16. Dispute Resolution and Governing Law

We encourage you to contact us first at legal@optimiq.us so we can try to resolve concerns informally.

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles.

You and OptimIQ agree to submit to the exclusive jurisdiction of the state and federal courts located in or serving Longview, Texas, for any dispute that is not resolved informally. You and OptimIQ waive any objection to venue in those courts.

Nothing in this Section limits your or our ability to seek equitable relief (such as an injunction) to prevent actual or threatened misuse of confidential information or intellectual property.

17. Miscellaneous

17.1 Entire Agreement. These Terms, together with any ordering documents, BAA, DPA, and Privacy Notice that apply to your use of the Service, constitute the entire agreement between you and OptimIQ regarding the Service.

17.2 Assignment. You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets, or to an affiliate.

17.3 No Waiver. A failure to enforce any provision of these Terms is not a waiver of that provision or any other provision.

17.4 Severability. If any part of these Terms is held invalid or unenforceable, that part will be enforced to the maximum extent permissible, and the remaining parts will remain in full force and effect.

17.5 Export and Trade Controls. You must comply with all applicable export, re-export, and sanctions laws. You may not use the Service in or for the benefit of, or export or re-export the Service to, any country, person, or entity prohibited by applicable trade laws.

17.6 Contact Information.

If you have questions about these Terms or the Service, please contact:

• General: hi@optimiq.us
• Legal: legal@optimiq.us
• Support: support@optimiq.us