Terms of Service

Artificer Health, Inc. Effective Date: April 2, 2026 Last Updated: April 2, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Artificer Health, Inc., a Delaware C Corporation ("Artificer Health," "we," "us," or "our"), governing your access to and use of the Artificer Health website at www.artificerhealth.com (the "Website") and our prior authorization automation platform, tools, APIs, and related services (collectively, the "Services").

By accessing the Website or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accessing the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and that organization.

If you do not agree to these Terms, do not access or use the Website or Services.

These Terms do not supersede or modify any separately executed Master Services Agreement ("MSA"), Business Associate Agreement ("BAA"), or Order Form between you (or your organization) and Artificer Health. In the event of a conflict between these Terms and a separately executed MSA or BAA, the MSA or BAA shall control.

1. Definitions

• "Authorized Users" means the individuals you authorize to access and use the Services on behalf of your organization, subject to the access credentials and permissions you assign.
• "Business Associate Agreement" or "BAA" means the agreement between Artificer Health and a Covered Entity (or another business associate) establishing the permitted uses and disclosures of PHI, as required by HIPAA.
• "Confidential Information" means all non-public information disclosed by either party to the other in connection with these Terms or the Services, including technical data, trade secrets, business plans, product roadmaps, pricing, and any information marked or reasonably understood to be confidential.
• "Covered Entity" means a health plan, healthcare clearinghouse, or healthcare provider that transmits health information electronically, as defined under HIPAA.
• "Customer Data" means all data, files, and information you or your Authorized Users upload, submit, or transmit through the Services, including PHI.
• "Documentation" means the user guides, help articles, API documentation, and other technical materials we make available regarding the Services.
• "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended by the HITECH Act, and their implementing regulations.
• "PHI" or "Protected Health Information" means individually identifiable health information as defined under 45 CFR §160.103.
• "Platform" means the Artificer Health prior authorization automation software application and related technology.
• "Services" means the Platform, Website, APIs, integrations, Documentation, and all related services provided by Artificer Health.

2. Access to Services

2.1 Account Registration

To access certain features of the Services, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain and promptly update your account information to keep it accurate and complete.
• Maintain the security of your login credentials and not share them with any unauthorized person.
• Accept responsibility for all activities that occur under your account.
• Notify us immediately at security@artificerhealth.com if you suspect unauthorized access to your account.

2.2 Authorized Users

If you are a subscribing organization, you are responsible for ensuring that your Authorized Users comply with these Terms. You are liable for any acts or omissions of your Authorized Users in connection with the Services.

2.3 Access Restrictions

We reserve the right to suspend or terminate your access to the Services, without notice and without liability, if we reasonably believe:

• You have violated these Terms.
• Your use of the Services poses a security risk to the Services, other users, or any third party.
• Your account is being used for fraudulent or illegal activity.
• Suspension or termination is required to comply with applicable law or a governmental request.

3. Use of the Services

3.1 Permitted Use

Subject to your compliance with these Terms (and any applicable MSA or Order Form), we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the term of your subscription solely for your internal business purposes related to prior authorization processing and healthcare operations.

3.2 Prohibited Uses

You agree not to:

• Use the Services for any purpose that is unlawful, fraudulent, or prohibited by these Terms.
• Access or use the Services to build a competitive product or service, or to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying technology of the Services.
• Interfere with, disrupt, or impose an unreasonable load on the Services or the infrastructure supporting the Services.
• Attempt to gain unauthorized access to any part of the Services, other accounts, systems, or networks connected to the Services.
• Use automated means (bots, scrapers, crawlers) to access the Services, except through our published APIs in accordance with our API documentation and rate limits.
• Upload, transmit, or otherwise make available any content that contains viruses, malware, or other harmful code.
• Remove, alter, or obscure any proprietary notices, labels, or markings on the Services.
• Use the Services in violation of HIPAA, HITECH, or any applicable healthcare privacy or security law.
• Sublicense, resell, time-share, or otherwise make the Services available to any third party, except as expressly permitted in your MSA or Order Form.

3.3 Compliance with Laws

You are responsible for ensuring that your use of the Services complies with all applicable federal, state, and local laws and regulations, including HIPAA, HITECH, state healthcare privacy laws, and any regulations applicable to your industry.

4. Protected Health Information and HIPAA

4.1 Business Associate Relationship

To the extent Artificer Health receives, creates, maintains, or transmits PHI on behalf of a Covered Entity in connection with the Services, Artificer Health acts as a Business Associate under HIPAA. The use of PHI through the Services requires a separately executed BAA between Artificer Health and the Covered Entity (or the Covered Entity's business associate, as applicable).

4.2 BAA Required

You may not upload, transmit, or otherwise provide PHI through the Services unless a BAA has been fully executed between your organization (or the applicable Covered Entity) and Artificer Health. If you submit PHI without a BAA in place, you do so at your own risk and in potential violation of HIPAA.

4.3 Your HIPAA Obligations

If you are a Covered Entity or a business associate, you acknowledge that:

• You are responsible for obtaining any required patient authorizations, consents, or notices before transmitting PHI to Artificer Health.
• You will only transmit the minimum necessary PHI required for the purpose of the prior authorization request or other permitted use.
• You will comply with all applicable HIPAA requirements in your use of the Services.
• You will promptly notify us of any restrictions on the use or disclosure of PHI that you have agreed to with an individual, to the extent such restrictions may affect our ability to perform the Services.

4.4 De-Identification

Any de-identification of PHI performed by Artificer Health will be conducted in accordance with 45 CFR §164.514 (Safe Harbor Method or Expert Determination Method) and our internal data handling policies.

5. Intellectual Property

5.1 Artificer Health IP

The Services, including the Platform, software, algorithms, models, user interface designs, Documentation, trademarks, service marks, trade names, logos, and all related intellectual property, are and shall remain the exclusive property of Artificer Health and its licensors. These Terms do not grant you any ownership interest in the Services. All rights not expressly granted herein are reserved by Artificer Health.

5.2 Customer Data

As between you and Artificer Health, you retain all right, title, and interest in and to your Customer Data. You grant Artificer Health a limited, non-exclusive, royalty-free license to use, process, store, and transmit your Customer Data solely to the extent necessary to provide the Services and as permitted by your BAA (if applicable).

5.3 Feedback

If you provide Artificer Health with suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), you grant Artificer Health an unrestricted, irrevocable, perpetual, royalty-free license to use, modify, and incorporate such Feedback into the Services without obligation to you. Feedback does not include Customer Data or PHI.

5.4 Aggregated and De-Identified Data

We may create aggregated, de-identified, or anonymized data derived from your use of the Services ("Aggregated Data"), provided that such data cannot reasonably be used to identify you, your organization, or any individual. We may use Aggregated Data for product improvement, research, benchmarking, and other lawful business purposes. For the avoidance of doubt, any de-identification of PHI will comply with 45 CFR §164.514 and our BAA obligations.

6. Fees and Payment

6.1 Subscription Fees

Access to the Platform and Services may require payment of subscription fees as set forth in your MSA, Order Form, or other written agreement with Artificer Health. If no separate agreement governs fees, access to the Services is provided at Artificer Health's discretion and may be revoked at any time.

6.2 Payment Terms

Unless otherwise specified in your MSA or Order Form:

• Fees are invoiced in advance and due within thirty (30) days of invoice date.
• All fees are stated in U.S. dollars and are non-refundable except as expressly provided in your MSA.
• Artificer Health reserves the right to suspend access to the Services for accounts with overdue balances exceeding thirty (30) days.

6.3 Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, and similar taxes arising from your purchase of the Services (excluding taxes based on Artificer Health's net income).

7. Confidentiality

7.1 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but no less than a reasonable degree of care.
• Not disclose Confidential Information to any third party except to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms.
• Not use Confidential Information for any purpose other than performing obligations or exercising rights under these Terms.

7.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party without restriction before disclosure.
• Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
• Is rightfully received from a third party without restriction on disclosure.

7.3 Required Disclosures

Either party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing party gives the other party prompt written notice (to the extent permitted by law) and cooperates in seeking a protective order or other appropriate remedy.

7.4 PHI and Confidentiality

To the extent Confidential Information includes PHI, the BAA shall govern the use, disclosure, and protection of such information. In the event of a conflict between this Section 7 and the BAA, the BAA shall control.

8. Warranties and Disclaimers

8.1 Artificer Health Warranties

Artificer Health represents and warrants that:

• The Services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards.
• The Services will materially conform to the applicable Documentation during the subscription term.
• Artificer Health will comply with all applicable laws, including HIPAA and HITECH, in its performance of the Services.

8.2 Your Warranties

You represent and warrant that:

• You have the legal authority to enter into these Terms and to bind your organization (if applicable).
• Your use of the Services will comply with all applicable laws, including HIPAA, HITECH, and applicable state healthcare privacy laws.
• All Customer Data you provide has been collected and is being transmitted in compliance with applicable law, including any required patient consents or authorizations.
• You will not submit PHI through the Services without a valid BAA in place.

8.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1 AND ANY APPLICABLE MSA, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ARTIFICER HEALTH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ARTIFICER HEALTH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. ARTIFICER HEALTH DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT DEFECTS WILL BE CORRECTED.

THE SERVICES ARE NOT INTENDED TO CONSTITUTE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT RECOMMENDATIONS. ARTIFICER HEALTH DOES NOT PRACTICE MEDICINE AND DOES NOT MAKE CLINICAL DECISIONS. ALL CLINICAL DECISIONS REMAIN THE SOLE RESPONSIBILITY OF THE TREATING HEALTHCARE PROVIDER.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability

EXCEPT FOR OBLIGATIONS ARISING UNDER SECTION 7 (CONFIDENTIALITY), SECTION 10 (INDEMNIFICATION), OR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO ARTIFICER HEALTH DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY THOUSAND U.S. DOLLARS ($50,000).

9.3 HIPAA Carve-Out

Nothing in this Section 9 shall limit or exclude liability arising from a party's breach of its obligations under HIPAA, HITECH, or a BAA, to the extent such limitation or exclusion is prohibited by applicable law.

9.4 Essential Basis of the Bargain

The limitations and exclusions of liability set forth in this Section 9 are a fundamental element of the basis of the bargain between the parties and shall apply regardless of whether the limited remedies available hereunder fail of their essential purpose.

10. Indemnification

10.1 Indemnification by Artificer Health

Artificer Health shall defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Artificer Health's material breach of these Terms.
• Artificer Health's violation of applicable law, including HIPAA and HITECH, in its performance of the Services.
• Any claim that the Services (as provided by Artificer Health) infringe a valid U.S. patent, copyright, or trade secret of a third party.

10.2 Indemnification by You

You shall defend, indemnify, and hold harmless Artificer Health and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your material breach of these Terms.
• Your violation of applicable law, including HIPAA and HITECH.
• Your Customer Data, including any claim that your Customer Data infringes the rights of a third party or was collected or transmitted in violation of applicable law.
• The acts or omissions of your Authorized Users.

10.3 Indemnification Procedures

The party seeking indemnification ("Indemnified Party") shall: (a) promptly notify the indemnifying party in writing; (b) grant the indemnifying party sole control of the defense and settlement (provided that no settlement shall require the Indemnified Party to admit fault or pay money without consent); and (c) provide reasonable cooperation at the indemnifying party's expense. Failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced.

11. Term and Termination

11.1 Term

These Terms are effective as of the date you first access the Website or Services and continue until terminated in accordance with this Section 11 or, for subscribers, until the end of the subscription term specified in your MSA or Order Form.

11.2 Termination for Convenience

Either party may terminate these Terms (or, for subscribers, the applicable MSA or Order Form) by providing written notice in accordance with the MSA or Order Form. If no MSA or Order Form governs, either party may terminate these Terms upon thirty (30) days' written notice.

11.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice specifying the breach.
• Becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial portion of its assets.

11.4 Effect of Termination

Upon termination:

• Your right to access and use the Services shall immediately cease.
• You shall promptly pay all outstanding fees.
• Each party shall return or destroy the other party's Confidential Information upon request, subject to legal retention obligations.
• Artificer Health shall, upon your written request made within thirty (30) days of termination, make your Customer Data available for export in a standard machine-readable format. After the thirty (30) day period, Artificer Health may delete your Customer Data in accordance with its data retention policies, subject to HIPAA retention requirements and any applicable BAA.

11.5 Survival

The following sections shall survive termination of these Terms: Sections 5 (Intellectual Property), 7 (Confidentiality), 8.3 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 11.4 (Effect of Termination), 12 (Governing Law and Dispute Resolution), and 14 (General Provisions).

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

12.2 Jurisdiction and Venue

Any action or proceeding arising out of or relating to these Terms shall be brought exclusively in the federal or state courts located in the State of Delaware, and each party irrevocably consents to the personal jurisdiction of such courts. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

12.3 Pre-Litigation Dispute Resolution

Before initiating any lawsuit, the parties agree to engage in good-faith negotiations for a period of at least thirty (30) days following written notice of the dispute. If the dispute cannot be resolved through negotiation, either party may proceed with litigation as provided in Section 12.2.

13. Website-Specific Terms

13.1 Informational Content

The Website contains informational content about Artificer Health, its products, services, and the prior authorization industry. Such content is provided for informational purposes only and does not constitute medical advice, legal advice, or a guarantee of specific results.

13.2 Third-Party Links

The Website may contain links to third-party websites or services that are not owned or controlled by Artificer Health. We are not responsible for the content, privacy practices, or security of any third-party websites or services. Inclusion of a link does not imply endorsement.

13.3 User Submissions

If you submit information through the Website (e.g., through contact forms, demo request forms, or newsletter signups), you consent to Artificer Health's collection and use of that information as described in our Privacy Policy.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any applicable MSA, BAA, Order Form, and Privacy Policy, constitute the entire agreement between you and Artificer Health regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and representations, whether written or oral.

14.2 Amendments

We may modify these Terms from time to time by posting the revised version on our Website with an updated "Last Updated" date. For subscribers with an active MSA, material changes to these Terms shall not apply to your subscription until the next renewal period, unless you consent to the changes earlier. Your continued use of the Services after any modification constitutes your acceptance of the modified Terms.

14.3 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any right must be in writing and signed by the waiving party.

14.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

14.5 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without the prior written consent of Artificer Health. Artificer Health may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by these Terms. Any attempted assignment in violation of this Section shall be void.

14.6 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond the party's reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, labor disputes, power failures, internet disruptions, or cyberattacks.

14.7 Notices

All notices required or permitted under these Terms shall be in writing and shall be delivered by: (a) personal delivery; (b) nationally recognized overnight courier; (c) certified or registered mail, return receipt requested; or (d) email (with confirmation of receipt). Notices to Artificer Health shall be sent to:

Artificer Health, Inc. Attn: Legal Department Email: legal@artificerhealth.com

Notices to you shall be sent to the address or email associated with your account or most recently provided to us.

14.8 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other's behalf.

14.9 No Third-Party Beneficiaries

These Terms are for the benefit of the parties hereto and their permitted successors and assigns. Nothing in these Terms is intended to confer any rights or remedies on any third party, except that Covered Entities that are parties to a BAA with Artificer Health are intended third-party beneficiaries of Section 4 to the extent necessary to enforce BAA-related obligations.

14.10 Export Compliance

You agree to comply with all applicable U.S. export control laws and regulations in your use of the Services. You represent that you are not located in, under the control of, or a national or resident of any country to which the export of U.S. technology is prohibited.

14.11 Government Users

If you are using the Services on behalf of a U.S. government entity, the Services are provided as "commercial computer software" and "commercial computer software documentation" as defined in 48 CFR §2.101, and are licensed consistent with 48 CFR §12.212 (for civilian agencies) and 48 CFR §§227.7202-1 through 227.7202-4 (for Department of Defense entities).

15. Contact Information

If you have questions about these Terms, please contact us:

Artificer Health, Inc. Email: legal@artificerhealth.com Website: www.artificerhealth.com

These Terms of Service were last updated on April 2, 2026.