Terms of Service

1. Agreement to Terms

By accessing or using the Provatus platform ("Service"), you ("Customer") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind it. If you do not agree, do not access or use the Service. These Terms apply to all Customers, including insurance carriers, health plans, and their authorized representatives.

2. Description of Service; Not Professional Advice

Provatus is an AI-assisted provider-directory intelligence platform that queries publicly available federal and state data sources — including NPPES, OIG LEIE, CMS Medicare data, SAM.gov, and state licensing boards — and generates Provider Vitality Scores™ and reporting to support Customer's own review of provider directory data.

The Service is a decision-support tool. It does not constitute legal, regulatory, compliance, medical, credentialing, or professional advice, and is not a substitute for Customer's independent professional judgment. The Service does not determine, and Provatus does not opine on, whether Customer satisfies any legal or regulatory obligation, including under the No Surprises Act (45 CFR §149.410). Customer is solely responsible for its own compliance determinations and actions.

3. Nature of the Data; Third-Party Sources

Verification results are derived from data maintained by third parties and government agencies that Provatus does not own or control. Such data is: (a) provided on an "as available" basis; (b) a snapshot in time that may be outdated by the time it is displayed; and (c) subject to reporting lags, data-entry errors, omissions, coverage gaps, and changes outside Provatus's control. Provatus does not independently audit, and is not the source or guarantor of, the underlying third-party data, and is not responsible for errors or omissions originating in it.

4. Eligibility

The Service is available only to entities and individuals authorized to process provider-directory data for legitimate healthcare-compliance purposes. By using the Service, Customer represents that it has the legal authority to submit and process the provider data it uploads, and that its use complies with all applicable laws, including HIPAA where applicable.

5. Acceptable Use

Customer agrees not to:

• Upload provider data it is not authorized to process.
• Use the Service to harass, stalk, or unlawfully investigate any individual provider.
• Reverse-engineer, scrape, or extract underlying data from the Service.
• Resell or redistribute verification results without Provatus's written authorization.
• Circumvent any security, access-control, or rate-limiting measures.
• Use the Service for any purpose that violates applicable law or regulation.

6. Accuracy; No Guarantee of Results

Provider Vitality Scores™ and all verification results are probabilistic, decision-support assessments — not guarantees, certifications, or statements of fact. Without limitation:

• A "Green" score does not certify that a provider is currently practicing, licensed, in-network, or compliant.
• A "Red" or "Amber" score does not conclusively establish that a provider is inactive, excluded, or non-compliant.
• Results do not guarantee that Customer's directory is accurate, that Customer will pass any audit, or that Customer will avoid any fine, penalty, corrective action, or liability.

Provatus does not warrant that results are accurate, complete, current, or fit for any particular purpose, and expressly disclaims responsibility for any decision Customer makes in reliance on them.

6A. Good-Faith Quality Commitment (Not a Warranty)

Provatus is committed, in good faith, to providing high-quality verification using reasonable, industry-appropriate methods and current data sources. This commitment is a statement of intent and effort only. It is not a warranty, guarantee, or representation of any kind, creates no contractual obligation as to accuracy or results, and is not relied upon by Customer. Section 9 governs in the event of any inconsistency.

7. Customer's Independent Verification Obligation; No Reliance

This section is a material condition of Customer's use of the Service. The Service supplements — and does not replace — Customer's own verification processes. Before taking any action that has legal, regulatory, financial, employment, credentialing, or reputational consequences for any provider or person (including removing a provider from a directory, denying or terminating network participation, or making any regulatory representation), Customer shall independently verify the relevant information through primary sources. Customer agrees that it will not rely solely on the Service or any result, score, or report, and that any such sole reliance is unreasonable and is a breach of these Terms. Customer assumes all risk arising from its use of, and any decision made in reliance on, the Service.

8. Disclaimer of Warranties

The Service and all results are provided "as is" and "as available," with all faults. To the maximum extent permitted by law, Provatus and its affiliates, licensors, and suppliers disclaim all warranties and conditions, express, implied, or statutory, including any implied warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty regarding accuracy, completeness, timeliness, reliability, or quality of any data or result. Provatus does not warrant that the Service will be uninterrupted, error-free, or secure, or that any result will meet Customer's requirements or satisfy any legal or regulatory standard. No advice or information, whether oral or written, creates any warranty not expressly stated here. Some jurisdictions do not allow certain exclusions, so some of the above may not apply.

9. Limitation of Liability

To the maximum extent permitted by law:

(a) Excluded damages. Provatus and its affiliates will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or reputation, or for any regulatory fine, penalty, assessment, corrective-action cost, or third-party claim incurred by Customer, arising out of or relating to the Service or these Terms, under any theory (contract, tort, strict liability, or otherwise), even if Provatus was advised of the possibility and even if a remedy fails of its essential purpose.

(b) Aggregate cap. Provatus's total aggregate liability for all claims arising out of or relating to the Service or these Terms will not exceed the total fees Customer paid to Provatus in the twelve (12) months immediately preceding the event giving rise to the claim.

(c) Fallback cap. If the exclusions or cap in (a) or (b) are held unenforceable or inapplicable for any reason, Provatus's total liability will in no event exceed USD $10,000, which the parties agree is a reasonable allocation of risk reflected in the fees.

(d) Basis of the bargain. The parties agree these limitations reflect a reasonable allocation of risk, are a material basis of the parties' agreement, and would not be offered at the stated fees without them.

10. Indemnification

Customer will defend, indemnify, and hold harmless Provatus and its affiliates, officers, and employees from and against any third-party claim, and any loss, liability, fine, penalty, cost, or expense (including reasonable attorneys' fees), arising out of or relating to: (a) Customer's use of, or reliance on, the Service or any result; (b) any action Customer takes with respect to a provider or person; (c) Customer's provider data or its right to submit it; (d) Customer's regulatory or compliance determinations; or (e) Customer's breach of these Terms or violation of law.

11. No Consumer Report; FCRA

The Service is not a consumer reporting agency, and results are not "consumer reports" or "investigative consumer reports" under the Fair Credit Reporting Act (15 U.S.C. §1681 et seq.) or any comparable state law. Customer shall not use the Service or any result, in whole or in part, as a factor in establishing any individual's eligibility for credit, insurance, employment, or any other FCRA-covered purpose, or to take any adverse action against any individual that would require compliance with the FCRA. Customer is solely responsible for compliance with all laws applicable to its use of results.

12. Data and Privacy

Provider data Customer uploads is used solely to perform verification and generate reports for Customer's account. Provatus does not sell Customer's uploaded data, and shares it only as required to query the public data sources that power verification (e.g., NPPES API, OIG LEIE). Data is encrypted in transit (TLS 1.2+) and at rest (AES-256). Provatus retains uploaded provider files for 90 days and audit logs for 3 years to support regulatory inquiries.

13. Intellectual Property

The Service, including the Provider Vitality Score™ algorithm, CCM Risk Engine, and all associated software, is owned by Provatus and protected by intellectual property law. These Terms grant no ownership interest in the Service. Customer retains ownership of the provider data it uploads and grants Provatus a limited license to process it solely to provide the Service.

14. Term; Termination

Either party may terminate access to the Service at any time. Provatus may suspend or terminate accounts that violate these Terms, engage in unauthorized data access, or pose a security risk to other Customers. Upon termination, uploaded data will be deleted within 30 days, except where retention is required by law. Sections 3, 6–11, 15, and 16 survive termination.

15. Time Limitation on Claims

Any claim arising out of or relating to the Service or these Terms must be brought within one (1) year after the claim accrues, or it is permanently barred, except where a shorter period cannot lawfully be agreed.

16. Governing Law; Arbitration; Class-Action Waiver

These Terms are governed by the laws of the State of Oregon, without regard to conflict-of-law principles.

Binding arbitration. Any dispute arising out of or relating to the Service or these Terms will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Portland, Oregon, rather than in court — except that either party may bring an individual claim in small-claims court, or seek injunctive or equitable relief in court to protect its intellectual property or confidential information.

Class-action waiver. All disputes must be brought in the party's individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding.

Enterprise agreements. Where Customer and Provatus have executed a separate signed master agreement, its dispute-resolution terms control over this section.

17. Severability; Reformation

If any provision (including any disclaimer or limitation in Sections 6–11) is held unenforceable, it will be modified and interpreted to accomplish its objectives to the maximum extent permitted by law, and the remaining provisions will remain in full force. The parties intend the limitations of liability and disclaimers to be given the maximum effect permitted.

18. Entire Agreement; No Reliance

These Terms (together with any signed order or master agreement) are the entire agreement between the parties and supersede all prior or contemporaneous statements, proposals, marketing or sales materials, demonstrations, and representations, whether oral or written. Customer acknowledges that it has not relied on any statement, representation, or warranty not expressly set forth in these Terms, including any statement on the Provatus website or in marketing materials. No modification is effective unless in writing.

19. Force Majeure

Provatus is not liable for any delay or failure caused by events beyond its reasonable control, including third-party data-source outages, network failures, acts of government, or force majeure.

20. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by email or by posting a notice in the Service at least 14 days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

21. Contact

Questions about these Terms? Contact us at [email protected].