Terms of Service

Effective Date: July 2, 2026 Last Updated: July 2, 2026

These Terms of Service ("Terms") are a binding agreement between Quaspar Inc. ("Quaspar," "we," "us," or "our") and the healthcare practice, organization, or individual that accesses or uses the Services ("Customer," "you," or "your"). By creating an account, clicking "I agree," signing an order form that references these Terms, or using the Services, you accept these Terms.

If you are accepting on behalf of a practice or organization, you represent that you have authority to bind that entity, and "you" refers to that entity.

1. The Services

Quaspar provides software that helps healthcare practices prepare, track, and manage prior authorization (PA) requests, including a browser extension, web application, and related APIs (collectively, the "Services"). The Services may include automated features that extract clinical and administrative information, check payer requirements, pre-fill payer questionnaires, estimate denial risk, and check patient eligibility through third-party clearinghouse connections.

The Services prepare requests. Your licensed personnel approve them. Quaspar does not submit clinical determinations, render medical judgments, or replace the professional judgment of licensed healthcare providers.

2. Eligibility and Accounts

The Services are intended for business use by healthcare providers, their staff, and their authorized service providers in the United States. You must be at least 18 years old and legally able to enter contracts. You are responsible for:

Maintaining the accuracy of your account information;
Safeguarding login credentials and restricting access to authorized workforce members;
All activity that occurs under your account;
Ensuring each user has a unique login (no shared credentials).

Notify us immediately at support@quaspar.com of any suspected unauthorized access.

3. Business Associate Agreement

If you are a Covered Entity or Business Associate under HIPAA and your use of the Services involves Protected Health Information ("PHI"), you must execute Quaspar's Business Associate Agreement ("BAA") before transmitting PHI through the Services. The BAA is incorporated into these Terms for such Customers. If there is a conflict between these Terms and the BAA with respect to PHI, the BAA controls.

You agree not to transmit PHI through the Services unless a BAA is in effect between you and Quaspar.

4. License and Restrictions

Subject to these Terms and payment of applicable fees, Quaspar grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business operations during the subscription term.

You will not, and will not permit anyone to:

Copy, modify, or create derivative works of the Services;
Reverse engineer, decompile, or attempt to extract source code, models, or underlying algorithms;
Sell, resell, rent, lease, or provide the Services to third parties as a service bureau;
Circumvent usage limits, security controls, or access restrictions;
Use the Services to build a competing product;
Use the Services in violation of the Acceptable Use Policy, applicable law, or payer program rules;
Submit false, fraudulent, or misleading information to any payer through the Services.

5. Customer Data

"Customer Data" means data you or your users submit to the Services, including PHI where a BAA is in place. As between the parties, you own Customer Data. You grant Quaspar a limited license to host, process, transmit, and display Customer Data solely to provide and support the Services, comply with law, and as permitted under the BAA.

You are responsible for the accuracy, quality, and legality of Customer Data and for obtaining all rights, consents, and authorizations required to provide it to Quaspar.

Quaspar may collect and use de-identified and aggregated data (de-identified in accordance with HIPAA where derived from PHI) to operate, improve, and benchmark the Services. Quaspar will not re-identify such data or permit others to do so.

6. Professional Responsibility; No Medical Advice

The Services provide administrative workflow support and informational outputs only. They do not provide medical, legal, coding, or billing advice. Automated outputs — including extracted data, suggested codes, pre-filled questionnaire answers, alignment checks, and denial risk estimates — may contain errors and must be reviewed and approved by qualified personnel before submission to any payer.

You are solely responsible for: (a) all clinical decisions and patient care; (b) the accuracy and completeness of every PA request submitted under your account; (c) compliance with payer requirements, Medicare/Medicaid rules, and applicable law; and (d) maintaining independent records as required by law.

7. Third-Party Services

The Services interoperate with third-party systems, including EHRs, payer portals, and clearinghouses (e.g., eligibility transactions). Quaspar is not responsible for third-party systems, their availability, their data, or changes to their interfaces. Payer determinations are made solely by payers; Quaspar does not control and does not guarantee any authorization outcome, timeline, or payment.

8. Fees and Payment

Fees, billing frequency, and any usage limits are set out in the applicable order form or plan page. Unless otherwise stated:

Fees are due in advance and are non-refundable except as required by law or expressly stated;
Late amounts may accrue interest at 1.5% per month or the maximum lawful rate, whichever is less;
Fees exclude taxes; you are responsible for all applicable taxes other than taxes on Quaspar's income;
Quaspar may change pricing effective upon your next renewal with at least 30 days' notice.

9. Term, Suspension, and Termination

These Terms apply while you use the Services. Subscriptions renew automatically for successive terms unless either party gives notice of non-renewal before the renewal date.

Either party may terminate for material breach if the breach is not cured within 30 days of written notice. Quaspar may suspend access immediately if: (a) your use poses a security risk or threatens the Services or others; (b) required payments are more than 15 days overdue; or (c) suspension is required by law.

Upon termination: your license ends; you must stop using the Services; and Customer Data will be returned or deleted in accordance with the BAA (for PHI) and our data retention practices (for other data). Sections that by their nature should survive (including Sections 5–8 and 10–14) survive termination.

10. Intellectual Property

Quaspar and its licensors own the Services, including all software, models, interfaces, documentation, and improvements, and all related intellectual property rights. No rights are granted except as expressly stated. If you provide feedback, Quaspar may use it without restriction or obligation.

11. Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and contractors bound by confidentiality obligations, or as required by law with notice where permitted. PHI is governed by the BAA, not this section.

12. Warranties and Disclaimers

Quaspar warrants that it will provide the Services in a professional manner consistent with generally accepted industry standards.

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." QUASPAR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT AUTOMATED OUTPUTS WILL BE ACCURATE OR COMPLETE. QUASPAR DOES NOT WARRANT ANY PAYER DECISION, AUTHORIZATION APPROVAL, OR REIMBURSEMENT OUTCOME.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO QUASPAR IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

These limits do not apply to: your payment obligations; either party's indemnification obligations; your breach of Section 4 (Restrictions); or liability that cannot be limited by law.

14. Indemnification

You will defend and indemnify Quaspar against third-party claims arising from: (a) Customer Data; (b) your clinical or billing decisions; (c) your violation of law or payer requirements; or (d) your breach of these Terms.

Quaspar will defend and indemnify you against third-party claims alleging that the Services, as provided by Quaspar and used as permitted, infringe a U.S. patent, copyright, or trademark, and will pay resulting damages finally awarded. Quaspar may, at its option, modify or replace the Services or terminate the affected Services with a pro-rata refund if infringement claims arise.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Cook County, Illinois. Each party waives its right to a jury trial to the extent permitted by law.

16. General

Changes. We may update these Terms; material changes will be notified at least 30 days before taking effect. Continued use after the effective date constitutes acceptance.
Assignment. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets. Quaspar may assign these Terms to an affiliate or successor.
Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
Notices. Legal notices must be sent to support@quaspar.com and to Customer's account email.
Entire agreement. These Terms, the BAA (if applicable), the DPA (if applicable), any order form, and the policies referenced here are the entire agreement and supersede prior discussions.
Severability; waiver. If a provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver.

Contact: Quaspar Inc., Chicago, Illinois · support@quaspar.com