Terms and Conditions of Use

About the Services

Resolvd provides software and related services intended to support healthcare supply-chain and financial operations. These may include invoice data extraction, contract reconciliation, overpayment identification, recovery processing, reporting, dashboards, secure data storage, and customer portals. The specific Services available to a customer are determined by the applicable order form or written agreement.

The Services may rely on third-party service providers, integrations, and cloud infrastructure.

Eligibility and Authorized Users

You may use the Services only if you are authorized by your organization and have authority to accept these Terms on your own behalf or on behalf of that organization. You agree to provide accurate account information and keep it reasonably current.

You are responsible for ensuring that users accessing the Services through your account are authorized and comply with these Terms and applicable organizational requirements.

Accounts and Account Security

You must protect your login credentials, use required authentication safeguards, and promptly notify Resolvd if you suspect your account or credentials have been compromised.

You must not share credentials, bypass security controls, attempt to access another user’s account, or allow unauthorized persons to access the Services. Resolvd may suspend access where reasonably necessary to protect the Services, customers, or data.

Acceptable Use

You must not use the Services unlawfully or fraudulently; attempt unauthorized access; interfere with or disrupt the Services; upload malicious code; misuse or disclose data you are not authorized to access; or violate applicable law or another party’s rights.

You must use the Services in accordance with applicable documentation, security instructions, and written agreements with Resolvd.

Customer Data

“Customer Data” means information submitted to, uploaded to, or otherwise processed through the Services by or on behalf of a customer. It may include invoice, contract, financial, business, and personal information.

As between the parties, the customer retains its rights in Customer Data. The customer is responsible for ensuring it has the rights and lawful basis necessary to provide Customer Data to Resolvd and authorize its processing.

Resolvd may process Customer Data to provide, maintain, secure, and support the Services, as permitted by the applicable customer agreement and law. Processing terms, retention, deletion, and security commitments are set out in the applicable customer agreement or data processing addendum.

Privacy and Data Protection

Resolvd’s handling of personal information is described in its Privacy Policy, available at resolvd.ai/privacy. The Privacy Policy explains the information collected, purposes of use, disclosures, retention, applicable data subject rights, and contact details.

Where required by law, the parties will comply with an applicable data processing agreement or other written data protection terms. These Terms do not replace any required data processing agreement.

Third-Party Services

The Services may interoperate with third-party products, platforms, cloud infrastructure, or integrations. Such services may be subject to separate terms and privacy notices. Resolvd is not responsible for independently operated third-party services, subject to applicable law and any written agreement between the parties.

Customers are responsible for ensuring that integrations they configure are appropriate for their organization.

Intellectual Property and License

Resolvd and its licensors retain all rights, title, and interest in the Services, software, designs, documentation, trademarks, and related materials, except for rights expressly granted in a written agreement.

Subject to these Terms and the applicable customer agreement, Resolvd grants authorized users a limited, non-exclusive, non-transferable right to access and use the Services for the customer’s internal business purposes during the applicable service term.

Availability, Changes, and Support

Resolvd will use commercially reasonable efforts to maintain the Services, subject to maintenance, updates, outages, third-party dependencies, and circumstances beyond its reasonable control. Unless expressly stated in a separate service-level agreement, uninterrupted or error-free availability is not guaranteed.

Support channels, response targets, service levels, and maintenance commitments will be set out in the applicable customer agreement or support documentation, if applicable.

Fees, Subscription, and Renewal

Fees, payment terms, subscription periods, renewal terms, and cancellation rights are governed by the applicable order form or customer agreement. If there is a conflict, the signed agreement will control to the extent specified in that agreement.

Suspension and Termination

Resolvd may suspend or restrict access where reasonably necessary to address a security risk, suspected unlawful activity, material breach, non-payment under an applicable agreement, or a risk to the Services or other customers. Where practicable and legally permitted, Resolvd will provide notice and an opportunity to address the issue.

Termination, data export, retention, and deletion are governed by the applicable customer agreement and data processing terms.

Confidentiality and Security

Each party must protect the other party’s confidential information using reasonable safeguards and use it only for purposes permitted by the applicable agreement. Specific confidentiality obligations in a signed agreement continue to apply.

Resolvd maintains security measures intended to protect the Services and Customer Data. Specific security commitments are stated in the applicable customer agreement or security documentation.

Disclaimers

Except as expressly provided in a signed agreement and to the extent permitted by law, the Services are provided on an “as available” basis. Resolvd disclaims implied warranties to the extent permitted by applicable law. Nothing in these Terms excludes any warranty or right that cannot lawfully be excluded.

Limitation of Liability

To the extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or data, arising out of or related to these Terms.

Liability caps, exclusions, exceptions, and allocation of risk are governed by the applicable signed customer agreement. Nothing limits liability to the extent prohibited by law.

Indemnification

Any indemnification obligations, including their scope, process, exclusions, and limits, will be governed by the applicable signed customer agreement.

Changes to These Terms

Resolvd may update these Terms from time to time. For material changes, Resolvd will provide notice through an appropriate channel where required by law or applicable agreement. The updated Terms will state their effective date.

Governing Law and Disputes

These Terms and disputes arising from them will be governed by the laws of the State of Delaware, excluding conflict-of-law rules, unless a signed customer agreement specifies otherwise. Venue and dispute resolution procedures are governed by the applicable signed customer agreement.

General

If any provision is found unenforceable, the remaining provisions will remain in effect to the extent permitted by law. A failure to enforce a provision is not a waiver of the right to enforce it later.

These Terms, together with applicable order forms, customer agreements, data processing agreements, and policies expressly incorporated by reference, govern use of the Services.

Contact

For questions about these Terms or the Services, contact Resolvd at support@resolvd.ai.