# VAILGARD™ PBM AUDIT ENGINE — TERMS OF SERVICE **Last Updated:** November 4, 2026 PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT") CAREFULLY BEFORE DOWNLOADING, DOCKER-PULLING, INSTALLING, OR USING THE VAILGARD™ PBM AUDIT ENGINE (THE "SOFTWARE" OR "SERVICE"). THIS AGREEMENT CONSTITUTES A BINDING LEGAL CONTRACT BETWEEN VAILGARD TECHNOLOGY INC. ("COMPANY," "WE," "US," OR "OUR") AND THE INDIVIDUAL OR LEGAL ENTITY ACCESSING OR USING THE SOFTWARE ("CUSTOMER," "YOU," OR "YOUR"). BY CLICKING "I AGREE," PURCHASING A SUBSCRIPTION, ENTERING PAYMENT INFORMATION FOR A FREE TRIAL, OR EXECUTING/CONTAINERIZING THE SOFTWARE, YOU EXPRESSLY AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT. --- ### 1. SOFTWARE SERVICES & SUBSCRIPTION LICENSE #### 1.1 Grant of License Subject to Your ongoing compliance with this Agreement and timely payment of applicable subscription fees, Company grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to deploy and execute the compiled binary container image of the Software within Your self-hosted or managed container environment solely for Your internal business auditing and analytical operations. #### 1.2 Subscription Entitlements Access to the Software feature set—the Core PBM Audit Engine ($1,499/month)—is governed strictly by the subscription purchased via Stripe. Attempting to bypass or elevate feature access beyond Your paid entitlement constitutes a material breach of this Agreement. --- ### 2. TRIAL PERIOD, BILLING, AND CANCELLATION #### 2.1 Free Trial Terms If You register for a trial period (e.g., 14-day or 30-day free trial), the Software will be made available to You on a trial basis free of charge until the earlier of: 1. The expiration of the specified trial period; or 2. The start date of any paid subscription tier ordered by You. **PAYMENT METHOD REQUIRED UPFRONT:** To initiate a free trial, You must provide a valid payment method (e.g., credit card) via Stripe. **YOU WILL NOT BE CHARGED DURING THE FREE TRIAL PERIOD.** #### 2.2 Automatic Conversion to Paid Subscription UNLESS YOU CANCEL YOUR SUBSCRIPTION PRIOR TO THE EXPIRATION OF THE FREE TRIAL PERIOD VIA YOUR STRIPE CUSTOMER PORTAL OR BY NOTIFYING US IN WRITING, **YOUR FREE TRIAL WILL AUTOMATICALLY CONVERT INTO A RECURRING PAID MONTHLY SUBSCRIPTION ON DAY 15 (OR DAY 31, AS APPLICABLE), AND YOUR PAYMENT METHOD WILL BE AUTOMATICALLY CHARGED THE APPLICABLE SUBSCRIPTION FEE** ($1,499/month) PLUS ANY APPLICABLE TAXES. #### 2.3 Recurring Billing & Renewal Subscriptions automatically renew on a monthly basis until canceled. You authorize Stripe (our third-party payment processor) to store Your payment credentials and charge Your specified payment method on each billing cycle date. All fees are non-refundable once billed except as explicitly required by law. --- ### 3. INTELLECTUAL PROPERTY & PROPRIETARY HARDENING RESTRICTIONS #### 3.1 Ownership of Software The Software, including its proprietary neuro-symbolic audit logic, compiled AOT binaries, Lean 4 rule lattices, algorithms, database schemas, and documentation, is the sole and exclusive intellectual property of Company and its licensors. Nothing in this Agreement transfers ownership of any software binaries or source logic to You. #### 3.2 Strict Protection Against Reverse Engineering (LLM & Decompilation Guard) The Software is delivered as an Ahead-of-Time (AOT) compiled native executable (utilizing Nuitka and stripped runtime abstractions) specifically designed to protect proprietary algorithms. You explicitly agree **NOT** to, and shall not permit any third party or automated system to: 1. Decompile, disassemble, reverse engineer, extract, decrypt, or otherwise attempt to derive the underlying source code or raw algorithms of the Software; 2. Feed, ingest, scan, or process the Software binary, layer outputs, or container images into any Large Language Model (LLM), neural network, machine learning model, or automated reverse-engineering platform; 3. Modify, translate, adapt, or create derivative works based upon the Software; 4. Remove, alter, or obscure any copyright, trademark, or proprietary rights notices embedded within or displayed by the Software. --- ### 4. DATA SOVEREIGNTY, PRIVACY & HIPAA COMPLIANCE #### 4.1 Customer Data Ownership & Local Processing The Software operates entirely within Your customer-hosted Docker environment. Company **does not** collect, store, transmit, or host Customer's sensitive healthcare claims, Protected Health Information (PHI), or hospital billing records on Company servers. All data processing occurs locally within Your isolated runtime environment. #### 4.2 HIPAA & Regulatory Responsibilities Customer maintains sole responsibility for ensuring that its deployment environment complies with the Health Insurance Portability and Accountability Act (HIPAA), Health Information Technology for Economic and Clinical Health (HITECH) Act, and all applicable state and federal data privacy laws. Because Company does not process or maintain access to Your unencrypted PHI, Company is not acting as a Business Associate with respect to local audit data streams. --- ### 5. AUDIT DISCLAIMERS & NO PROFESSIONAL ADVICE #### 5.1 Analytical Tooling Only The Software provides automated analytical data parsing, variance calculation, and regulatory rule auditing (e.g., PBM spread pricing benchmarks and prior-authorization compliance rules). **THE SOFTWARE AND ITS OUTPUTS DO NOT CONSTITUTE FORMAL LEGAL, ACCOUNTING, FINANCIAL, OR MEDICAL ADVICE.** #### 5.2 Independent Verification You are solely responsible for independently verifying any audit findings, overbilling flags, or prior authorization latency flags generated by the Software prior to initiating formal financial recovery, legal action, or billing disputes against Third-Party Administrators (TPAs), PBMs, or healthcare providers. --- ### 6. DISCLAIMER OF WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VULNERABILITIES. --- ### 7. LIMITATION OF LIABILITY #### 7.1 Exclusion of Indirect Damages TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS) ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT. #### 7.2 Cap on Monetary Liability COMPANY'S AGGREGATE TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, UNDER ANY AND ALL LEGAL THEORIES (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO COMPANY FOR THE SUBSCRIPTION GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. --- ### 8. TERMINATION #### 8.1 Termination for Cause Company may terminate Your subscription license immediately upon notice if You breach any provision of this Agreement, including non-payment of subscription fees or violation of Section 3 (Intellectual Property & Reverse Engineering Restrictions). #### 8.2 Effect of Termination Upon expiration or termination of Your subscription for any reason: 1. All license rights granted herein immediately cease; 2. You must immediately halt all execution of the Software and purge/delete all cached container images, binaries, and local license key secrets (`/app/data/license.enc`) from Your infrastructure. --- ### 9. GOVERNING LAW & JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Delaware, and the parties hereby consent to personal jurisdiction and venue therein. --- ### 10. CONTACT INFORMATION For legal inquiries, billing support, or license key assistance, please contact: **Vailgard Technology Inc.** Legal & Compliance Department Email: `legal@vailgard.com` Web: `https://vailgard.com`