Last updated: 2026-09-30
These Terms of Service (the "Terms") govern access to and use of the cloud software-as-a-service platform (the "Service") provided by RxAiAnalytics LLC ("RxAiAnalytics," "we," "us," or "our"). The Service analyzes pharmacy-claims data for health plans, plan sponsors, brokers, and pharmacy benefit managers (PBMs), providing savings and biosimilar detection, anomaly detection, contract analysis, and a natural-language question-and-answer assistant.
The Service is a business-to-business product offered only to approved organizations and their authorized users. It is not a consumer product and is not directed to the general public or to children. RxAiAnalytics operates as a HIPAA Business Associate; where a customer uploads protected health information ("PHI"), that information is governed by the separate Business Associate Agreement ("BAA") between RxAiAnalytics and the customer, not by these Terms.
This is a working draft prepared for legal review. Sections marked as template or flagged for counsel — in particular Limitation of Liability, Indemnification, and Governing Law — contain standard placeholder language that must be reviewed and completed by qualified counsel before these Terms are published. Bracketed placeholders indicate values that must be confirmed.
These Terms form a binding agreement between RxAiAnalytics LLC and the customer organization that subscribes to or accesses the Service (the "Customer"), together with each individual authorized by that organization to use the Service (an "Authorized User"). By creating an account, signing in, clicking to accept, completing a purchase through our checkout, or otherwise accessing or using the Service, you agree to these Terms. If you accept on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization and its Authorized Users.
If you do not agree to these Terms, do not access or use the Service. These Terms supplement — and do not replace — any written subscription agreement, order form, or BAA executed between RxAiAnalytics and the Customer; in the event of a conflict, the order of precedence in Section 4 applies for PHI and any signed master agreement governs for all other matters.
Access to the Service is restricted to Authorized Users from approved organizations. Approval is granted either through an email-domain allow-list for self-registration or through an administrator invitation. RxAiAnalytics may decline, suspend, or revoke access at its discretion, consistent with any applicable subscription agreement.
The Service is a cloud-hosted analytics platform through which Authorized Users sign in and upload pharmacy-claims data for analysis. Features include savings and biosimilar detection, anomaly detection, contract analysis, and a natural-language question-and-answer assistant. The assistant and certain other AI-assisted features are powered by a third-party large-language-model provider (Anthropic's Claude) under an executed Business Associate Addendum, as described in Sections 6 and 7. Analytics requests carry aggregated data with no member identifiers (apart from the assistant's optional member-level detail, off by default and described in Section 6); documents you upload for analysis, such as contracts, are transmitted in full so they can be analyzed, securely and under that Addendum.
The Service is hosted on Amazon Web Services in the United States (us-east-1). We may update, enhance, or modify the Service and its features over time. We may add, change, or discontinue functionality, and will use reasonable efforts to avoid materially degrading core functionality during an active subscription term.
"Customer Data" means the pharmacy-claims data and other information the Customer or its Authorized Users upload to or generate through the Service. Where Customer Data includes PHI, RxAiAnalytics receives and processes that PHI solely as a Business Associate under a signed BAA with the Customer. RxAiAnalytics does not receive PHI absent an executed BAA, and applies the HIPAA minimum-necessary principle to the PHI it processes.
The Customer represents and warrants that it is authorized to upload the Customer Data to the Service and to have RxAiAnalytics process it for the purposes described in these Terms and the applicable BAA, and that it has obtained all necessary authorizations, consents, and permissions to do so.
Individuals who are plan members and wish to exercise rights over their PHI (such as access, amendment, or an accounting of disclosures) must contact the applicable covered entity — their health plan. As a Business Associate, RxAiAnalytics cannot independently fulfill individual HIPAA rights; it assists the covered entity as required under the BAA.
You agree to use the Service only for lawful purposes and in accordance with these Terms, the applicable BAA, and your own legal and regulatory obligations, including your obligations under HIPAA. You agree that you will not, and will not permit any Authorized User or third party to:
The Service includes AI-assisted features, including the natural-language assistant, contract analysis, and anomaly detection. These features are powered by a third-party large-language-model provider engaged under an executed Business Associate Addendum. What is transmitted differs by pathway and is enforced in code. Analytics requests carry aggregated data only — counts, spend, and cost and utilization measures grouped by drug, condition, tier, channel, plan (as a placeholder), prescriber specialty, age band, gender and month, with exact counts however small — and high-cost members are referenced by positional rank rather than identity; no member identifier or tokenized member ID is included, and your organization's name is replaced with a placeholder before transmission. Member-level detail is off by default: only where the Customer allows it for an upload and, where the upload is filed under a client, for that client, and a user starts an assistant conversation with it, may the assistant retrieve individual pharmacy claim rows, by the masked member ID the Service displays, for a limited number of members per question; that is a limited disclosure of protected health information under the Addendum, web search is not used in that conversation, and our Privacy Policy describes it in full. To map the columns of an uploaded claims file, the Service also transmits a five-row sample of that file in which identifier column values are masked, while real dates of service and provider NPIs are transmitted because a column format can only be detected from real values; that pathway is a limited disclosure of protected health information under the Addendum, and our Privacy Policy describes it in full. Documents you upload for analysis, and text you type into the assistant, are transmitted so they can be safely and securely analyzed; these are pattern-scrubbed for direct identifiers first, and submitting protected health information in free text is prohibited under Section 5. Outside member-level conversations, the assistant can also use the provider's web search, an in-scope covered service under that Addendum; search queries are formulated by the model from your question and the aggregate context, and query content may be shared with third-party search providers. Every disclosure to the AI subprocessor is recorded in our accounting of disclosures.
As between the parties, RxAiAnalytics owns and retains all right, title, and interest in and to the Service, the platform, and all related software, models, technology, and intellectual property, including any improvements, and all associated trademarks and other proprietary rights. Subject to these Terms and payment of applicable fees, RxAiAnalytics grants the Customer and its Authorized Users a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the subscription term for the Customer's internal business purposes.
As between the parties, the Customer retains all right, title, and interest in and to its Customer Data. The Customer grants RxAiAnalytics the rights necessary to host, process, and analyze the Customer Data to provide the Service, subject to the BAA for PHI.
Model training: Customer content is contractually excluded from training Anthropic's models, and RxAiAnalytics does not provide customer data to any third party to train models. Inside the platform (AWS), RxAiAnalytics runs its own statistical models on your claims: spend forecasts and member risk flags built from your own uploads, and — unless you turn it off for a client or an upload — cross-client learning, which stores only aggregate drug-to-drug transition counts with no member identifiers and uses them to calibrate the drug-progression risk flags of every participating upload. Both can be turned off per client or per upload; turning them off removes that upload's results and its contribution. Any other use of Customer Data to operate, maintain, or improve the Service is limited to aggregated data with no member identifiers and is consistent with the applicable BAA.
Fees for the Service are set out in the applicable order form, subscription plan, or written agreement between RxAiAnalytics and the Customer — or, for self-serve plans purchased through our website, are the prices displayed at checkout at the time of purchase. Unless the applicable document states otherwise, fees are exclusive of applicable taxes, which are the Customer's responsibility. Where no order form, checkout purchase, or other written agreement exists, the parties will agree on fees in writing before the Service is provided on a paid basis.
Self-serve purchases are processed by our payment processor, Stripe, on Stripe-hosted checkout pages; RxAiAnalytics never stores full payment-card numbers, and no protected health information may be included anywhere in the checkout flow. A self-serve purchase is a one-time charge covering an annual license to the purchased plan and, where applicable, a one-time setup fee. Licenses do not renew automatically, and no payment method is charged automatically at the end of a license term: continued access beyond the term requires a renewal agreed between the Customer and RxAiAnalytics or a new purchase.
Except as required by law or as expressly stated in a signed agreement or order form, fees are non-refundable. [Refund policy — to be confirmed by counsel.]
Each party may receive non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Each party agrees to protect the other party's Confidential Information using at least reasonable care, to use it only as necessary to perform under or exercise rights in these Terms, and not to disclose it to third parties except to its personnel, advisors, or subprocessors who are bound by comparable confidentiality obligations, or as required by law. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without obligation of confidentiality, or is independently developed. PHI is governed by the BAA and applicable law rather than this Section.
RxAiAnalytics maintains a written security and privacy program and applies reasonable and appropriate administrative, technical, and physical safeguards to protect Customer Data, as further described in our security materials. No method of transmission or storage is completely secure, and RxAiAnalytics does not and cannot guarantee absolute security.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SIGNED AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." RXAIANALYTICS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RXAIANALYTICS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED, OR THAT AI-ASSISTED OUTPUTS WILL BE ACCURATE OR COMPLETE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, RXAIANALYTICS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED [liability cap — e.g., the total fees paid by the Customer to RxAiAnalytics in the twelve (12) months preceding the event giving rise to the claim — to be confirmed by counsel].
The Customer agrees to defend, indemnify, and hold harmless RxAiAnalytics and its officers, employees, and agents from and against third-party claims, damages, losses, liabilities, and reasonable expenses (including reasonable attorneys' fees) arising out of or relating to (a) the Customer's or its Authorized Users' unauthorized or unlawful use of the Service or Customer Data, (b) the Customer's breach of these Terms, or (c) the Customer's violation of applicable law or the rights of a third party. This Section is subject to the limitations in Section 11 and does not alter either party's obligations under the BAA.
These Terms apply for as long as you access or use the Service, and access is provided on a subscription basis as set out in the applicable order form or subscription agreement. Either party may terminate as permitted under that agreement, and RxAiAnalytics may suspend or terminate access for violation of these Terms, non-payment, or where required to protect the Service or Customer Data.
Upon termination or expiration, the Customer's and its Authorized Users' right to access the Service ends. PHI and other Customer Data are returned or destroyed in accordance with the BAA and RxAiAnalytics's written data-retention and secure-disposal policy. Provisions that by their nature should survive — including intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law — survive termination.
These Terms are governed by the laws of [Governing law: State — to be confirmed], without regard to its conflict-of-laws rules. The parties agree that any dispute arising out of or relating to these Terms or the Service will be subject to the exclusive jurisdiction and venue of the state and federal courts located in [Venue — to be confirmed], unless the parties have agreed to an alternative dispute-resolution mechanism in a signed agreement. This Section does not apply to obligations governed by the BAA or matters governed by HIPAA to the extent HIPAA specifies otherwise.
RxAiAnalytics may update these Terms from time to time. When we do, we will update the "Last updated" date at the top of these Terms. For material changes, we will provide reasonable advance notice through the Service or by email to the Customer's administrator or the contact on file. Your continued access to or use of the Service after the updated Terms take effect constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.
Questions about these Terms may be directed to:
Security & Privacy Officer — RxAiAnalytics LLC — legal@rxaianalytics.com
For legal notices, a mailing address will be provided: [Notice address — to be confirmed].