MSA ADDENDUM
Additional Terms for Enterprise Private Offers & Managed Deployments.
1. Scope of Agreement & Enterprise Marketplace Governance
1.1 Incorporation by Reference. This Addendum is incorporated directly into the Master Services Agreement ("MSA") between Provider and Subscriber. It governs all transactions executed via the Enterprise Marketplace.
1.2 Precedence. In the event of any conflict between the terms of the main MSA, Subscriber’s standard procurement guidelines, and this Addendum, the terms of this Addendum shall strictly control regarding Enterprise Marketplace billing and Institutional infrastructure provisioning.
1.3 Enterprise Marketplace Terms. Both Parties acknowledge that billing, collection, and initial payment processing are managed through the Enterprise Marketplace platform and are subject to the Publisher Agreement.
2. Financial Architecture & Commitment Allocation
2.1 Commitment Entitlement and Allocation Blocks. Subscriber explicitly acknowledges that the services selected under the chosen Pricing Tier constitute a pre-paid allocation of cloud infrastructure and data processing resources.
2.2 Deduction Mechanics. Upon Subscriber’s acceptance of the Enterprise Private Offer, Provider is authorized to immediately deduct the Absolute Contract Value or annual milestone payments from Subscriber’s committed cloud spend commitment.
2.3 No-Rollover and Capacity Forfeiture.
- All infrastructure blocks, claim-clearing capacities, and automated audit processing quotas are provisioned on a strict cyclical basis (monthly or annually, as defined by the Private Offer).
- Any unutilized processing capacity, compute hours, or transactional credits at the end of a billing cycle shall not roll over to subsequent periods and shall be permanently forfeited.
- Subscriber acknowledges that no refunds, offsets, or contract modifications will be issued for unspent capacity, as the full commitment value is consumed to reserve dedicated infrastructure.
3. Dual-Metered Billing Reconciliation (Tier 2 Specifics)
3.1 Base Fees via Enterprise Marketplace. The foundational subscription fee for Tier 2 ("Denial Recovery Alignment") is processed as a fixed recurring fee against the Subscriber's platform invoice.
3.2 Variable Compute Overages. Dynamic infrastructure overages resulting from high-volume historical accounts receivable (A/R) sweeps are calculated programmatically by Provider’s autonomous agents. These are submitted directly to the enterprise metering service as Custom Metered Dimensions (compute_unit_heavy_audit) and deducted continuously from the Subscriber’s committed spend.
3.3 Stripe Contingency & Safety Valve Ledger.
- In the event that Subscriber’s committed spend balance is exhausted, temporarily locked, or contractually capped mid-billing cycle, all variable fees, excess infrastructure usage, or agreed-upon Contingency Success Fees (e.g., performance-based percentages of recovered revenue) shall automatically fail over to the secondary Stripe Metered Ledger.
- Subscriber hereby authorizes Provider to automatically calculate, ledger, and draft any such outstanding platform fees or contingency balances directly via Corporate ACH or pre-authorized corporate credit card managed within the Stripe infrastructure.
4. Dedicated Deployment Provisioning & Service Levels (Tier 3 Specifics)
4.1 Dedicated Deployment Isolation. For Tier 3 deployments ("Continuous Institutional Infrastructure"), Provider will provision a dedicated, logically isolated deployment environment on encrypted, access-controlled infrastructure.
4.2 Regional Redundancy. To reduce operational downtime, API throttling, or regional datacenter failures, Provider may deploy redundant infrastructure across multiple cloud regions. Specific redundancy configurations are defined in the applicable Private Offer.
4.3 Traffic Redundancy & Core System Availability.
- Provider’s routing layer distributes incoming data streams to maintain availability within provisioned capacity.
- Where regional failover is configured, traffic will automatically fail over to active parallel nodes in the event of an outage in a specific geographic region.
- Subscriber agrees that temporary throttling or regional degradation caused directly by the underlying cloud fabric shall not constitute a breach of the Provider’s Service Level Agreement (SLA), provided the redundancy configuration specified in the Private Offer remains operational.
5. Data Security, Access Control & Compliance
5.1 Transient Processing Architecture. The platform processes data transiently to perform claim work. Provider covenants that clinical data is not retained after transmission and is not permanently stored or cached beyond what is required to complete the requested processing.
5.2 Compliance Commitments. Provider designs the platform for HIPAA-aligned data handling and applies encryption in transit and at rest, role-based access controls, and audit logging. Provider does not currently hold a SOC 2 Type II attestation and does not warrant one under this Addendum.
5.3 Access & Audit Verification. Subscriber retains the right to request documentation describing the platform’s access-control model and audit-logging capabilities, subject to reasonable electronic notice passed via API webhook or written request.
Execution Addendum
This document is electronically linked to the Enterprise Private Offer Transaction ID.