Terms of Service

These Terms of Service (these “Terms”) govern your usage of certain proprietary applications, directories, related application programming interfaces, open-source toolkits for supporting third-party development and analysis, services, and certain data or data sets available therein (each, an “App”) owned by Trilliant Health, Inc. (“Trilliant”) and made available through Trilliant’s website available at www.trillianthealth.com (or any successor websites) or certain third-party websites (each, a “Site”). By downloading, accessing, and/or using any App from a Site, you agree to these Terms, and all usage of such App shall be in strict accordance with the Terms.

If your use of any App is on behalf of your employer or another legal entity, you represent that you have the authority to bind that entity to these Terms, in which case “you” and “your” will refer to such entity.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING any App. By clicking “I Accept” or any other similar language, YOU hereby agree to be bound by these Terms and ACKNOWLEDGE AND AGREE THAT THESE TERMS HAVE THE SAME FORCE AND EFFECT AS IF IT WERE EXECUTED IN A WRITTEN DOCUMENT BY YOU AND TRILLIANT.

YOU AGREE THAT Trilliant MAY REVISE AND UPDATE THESE TERMS AT ANY TIME. PLEASE PERIODICALLY REVIEW THESE TERMS posted on a site BECAUSE YOU AGREE THAT YOUR CONTINUED USE OF any App AFTER SUCH MODIFICATIONS AND/OR UPDATES IS GOVERNED BY THESE TERMS.

Last Updated: June 6, 2024.

Access. In order to download, access, and/or use any App, you must register for an account with Trilliant or through a respective third-party marketplace. When registering for or accessing any App, you certify that you have provided your contact information, that the information you have provided is accurate, and that your organization has authorized you to use the Apps. You are solely responsible for maintaining the strict confidentiality of any username and password you use in connection with an App. You are responsible for all use of any App under your account, whether or not authorized, including any data security breach, unauthorized access, damages, or losses that may result through your account’s use of any App. Trilliant will not be responsible or liable for any loss or damage that results from your failure to comply with this security obligation. At Trilliant’s discretion, Trilliant may make limited exceptions to this policy for unauthorized use of your account if you notify Trilliant of the problem promptly. You must be 18 years or older to use any App. By registering as a user, you represent that you are at least 18 years old.
Use of the Apps.
1. Limited Right to Use. Subject to these Terms, Trilliant grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, right to:
  1. Access and use the Apps to inform analyses solely for your internal business purposes and that will not be redistributed to any other third party; or
  2. Make the Apps available to end users in connection with their use of your online services and online, desktop, or mobile applications.
2. User Responsibilities. Unless stated otherwise below, your license to the Apps is subject to the following conditions:
  1. As a condition of your use of the Apps, you represent and warrant that your use of the Apps will be in accordance with these Terms and any other applicable laws and regulations, including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding the Apps, online conduct, and acceptable content. You represent and warrant that you will not use the Apps for any purpose that is unlawful or prohibited by the terms, conditions, and notices of these Terms;
  2. You must display and comply with Trilliant’s required branding and attribution, including all links, when you use any App, which can be acquired by emailing inquire@trillianthealth.com, and all goodwill arising from such usage shall inure to the sole benefit of Trilliant. Trilliant reserves all rights, title, and interests in any such branding;
  3. You must ensure all copyright, trademark, and other proprietary rights notices presented on the Apps appear on all copies;
  4. You must access and use data that Trilliant provides only through the Apps;
  5. You must not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Apps;
  6. You shall promptly notify Trilliant of any unauthorized use of any App of which you become aware or following discovery thereof;
  7. You must not resell or re-syndicate content from any App to any third party, including but not limited to acting as a reseller or service bureau, except to distribute the content to your end users as an integrated part of your own application;
3. Prohibited Use. By using any App, you agree that you shall not, directly or indirectly:
  1. Use results from any App to develop a general database of providers, population data, rate data, or claims data, payer mixes, or patient demographics with a geographical area for resale or other redistribution to third parties;
  2. Use results from any App to develop or test your own database of providers, population data, rate data, or claims data, payer mixes, or patient demographics within a geographical area;
  3. Use results from any App to generate derivative works, extract content, data, and/or information for redistribution to third parties;
  4. Use any App in any manner which could damage, disable, overburden, or impair the App or interfere with any other party’s use and enjoyment of the App;
  5. Send excessive requests to or otherwise overload the servers that host or support the Apps or take any other action that interferes with the hosting, administration, and operation of the Apps and other parties’ use of the Apps;
  6. Access any portions of the Apps or any data or systems accessible therefrom that are intended for use by Trilliant or its internal personnel only;
  7. Attempt to access computer systems or networks connected to any of our servers or the Apps, through hacking or any other means, or obtain or attempt to obtain any materials or information through any means not intentionally or readily made available through the Apps;
  8. Use, copy, reproduce, modify, make derivative works of, or excerpt any portion of the Apps, except to the extent reasonably necessary to use the Apps as contemplated hereunder;
  9. Reverse engineer, decompile, disassemble, decode, or otherwise obtain the source code for any App, in whole or in part;
  10. Use any App to infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third party. For purposes of these Terms, “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world;
  11. Provide false information, impersonate another person or entity, or misrepresent your affiliation with an entity;
  12. Scrape, whether manually or through automated means, any data or information made available through the Apps; and
  13. Access any App for purposes of competitive analysis or in order to build a competitive product or service.
    
    Should any attempt to do any of the foregoing prohibited acts be made, Trilliant reserves the right, in addition to any other remedies available under these Terms or at law or in equity, to seek damages (including without limitation attorneys’ fees) from any such individual or entity to the fullest extent permitted by law.
Availability. The Apps may not be continuously available due to maintenance or repairs or due to computer problems or crashes, disruption in Internet service, or other unforeseen circumstances. The Apps are intended for use solely in the United States of America. Trilliant does not make any representations regarding the legality of the Apps in any country other than the United States of America, and it is your sole responsibility to ensure that your use complies with all applicable laws.
Updates. Trilliant may, from time to time, in its discretion, update, upgrade, replace, or modify any App, and/or provide a new release(s) to patch or fix an App, and any such update, upgrade, release, replacement, modification, patch, or fix to an App will be considered part of the applicable App and subject to the terms and conditions of these Terms. Trilliant shall have the right to discontinue any service or feature or function thereof.
Communications. Trilliant may use email to communicate with you on a recurring basis. By providing your email address and/or phone number, you consent and give permission to be contacted at such email address and/or phone number by Trilliant and its partners. You certify that you have provided your own contact information.
Reservation of Rights.
1. Ownership. Except as otherwise provided by a third party, all trademarks, service marks, trade names, and logos (collectively, “Trademarks”) used and displayed on or through the Apps are the registered and unregistered Trademarks of Trilliant and/or its licensors and are the sole property of Trilliant and/or its licensors. Trilliant and its third-party licensors retain all of their respective rights, title, and interest in and to the Apps, the Trademarks and any other Intellectual Property Rights therein, and the entire selection, coordination, arrangement, and “look and feel” of the Apps. Neither these Terms nor your use of the Apps transfers any right, title, or interest in the Apps or Trilliant’s Intellectual Property Rights to you. Any rights not expressly granted are reserved.
2. Restrictions on Use. Except as expressly provided in these Terms, you may not use, modify, republish, frame, print, display, perform, reproduce, license, transfer, sell, assign, post, transmit, distribute, reverse engineer, scrape (whether manually or by any other means), create derivative works from, or otherwise exploit any information from the Apps, in whole or in part, without Trilliant’s express written permission.
3. Feedback. If you propose or provide any ideas, suggestions, enhancements, recommendations, or other feedback about any App (collectively “Feedback”), you hereby assign your rights in that Feedback to us and that Feedback will be owned by Trilliant. You agree that Trilliant may, in its sole discretion, use the Feedback you provide to Trilliant in any way, including in future modifications of the Apps or in other Trilliant products or services. We will not be required to treat any Feedback as confidential and will not incur any liability as a result of any similarities that may appear in our future products, services or operations.
4. Usage Data. Trilliant may monitor your use of the Apps, including through automated or other technical means, for purposes of providing the Apps, including without limitation tracking how you interact with the Apps. Trilliant may use such usage and performance metrics and other data to provide the Apps and may use any such data in connection with developing, providing, maintaining, supporting, or improving Trilliant’s current and future products and services, as they may be provided to you or other customers of Trilliant, or for any other lawful purpose.
Third-Party Applications. In the event Trilliant provides any integration or connection between an App and any third-party products and/or services with functionality that interoperates with the content or data in an App (each, a “Third-Party Application”) used by you, you shall be solely responsible for ensuring that you have all necessary consents, licenses, and cooperation from such third-party provider of the Third-Party Application to allow Trilliant to integrate with such Third-Party Application. Trilliant makes no representations or warranties and shall have no liability or obligation whatsoever in relation to the operation, content, or use of any Third-Party Application, any transactions completed in or through the same, nor for any contract entered into by you, with any such third party. Trilliant cannot guarantee the continued availability of any features designed to interoperate with any Third-Party Application, and may cease providing them at any time. You are responsible for complying with the applicable terms and conditions governing any Third-Party Application with which you use App. You will indemnify Trilliant against all costs, losses, liabilities, and damages which arise from any action or claim against Trilliant by such third-party provider and/or any other third party with respect to the use of, and/or integration/interface with, such Third-Party Application and related data.

Without limiting the generality of the foregoing paragraph, Trilliant may enable you to make payments for access to and use of an App through a third-party payment processor (a “Payment Processor”). Your submission of debit or credit card data or other payment information through an App or other sites as applicable may be subject to the Payment Processor’s terms of use and other applicable terms. Trilliant shall not be liable for the payment processing services provided by a Payment Processor or any errors, incomplete payment processing, or any and all other damages resulting from your use of payment services. You hereby authorize the Payment Processor to notify Trilliant in the event of any suspension or termination of your account with the Payment Processor. In no event shall Trilliant be responsible for the acts or omissions of such Payment Processor.
Modifications to Terms. Trilliant may change, modify, add, and/or delete all or portions of these Terms from time to time by posting updated Terms, which shall apply to your use of the Apps after such modifications have been posted. Please review these Terms periodically for any updates or changes. Your continued use of an App following the posting of any updates or changes to these Terms constitutes your acceptance of such updates and changes. If you object to any provision of these Terms or any subsequent modifications to these Terms, your only recourse is to terminate your use of the Apps immediately.
Termination. These Terms will continue in full force and effect until these Terms are terminated as provided herein. Trilliant reserves the right to modify or terminate your access to any App or portions of any App, at any time, temporarily or permanently, with or without notice to you, for any reason, and is not obligated to support or update any App. Trilliant may terminate these Terms at any time without notice. Upon termination of these Terms, all rights and licenses granted to you with respect to the Apps shall immediately terminate, and you shall immediately cease all use, and destroy all copies, of any data received from the Apps. Upon written request, you shall promptly provide Trilliant with written certification of deletion in accordance with the immediately preceding sentence. These Terms shall survive any termination. You acknowledge and agree that Trilliant will not be liable to you or any third party in the event that Trilliant exercises its right to modify or terminate access to the Apps or portions of any App.
Confidentiality; Privacy.
1. Confidentiality. The Apps contain proprietary and confidential information of Trilliant. “Confidential Information” means all information disclosed by Trilliant to you, which is in tangible form and labeled “confidential” or the like, or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. The following information shall be considered Confidential Information whether or not marked as such: Trilliant’s technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information. Without limiting the foregoing, the Apps are also the Confidential Information of Trilliant. Confidential Information does not include information that: (1) was rightfully known to you without restriction on use or disclosure prior to such information’s being disclosed or made available to you in connection with these Terms; (2) was or becomes generally known by the public other than by your noncompliance with these Terms; or (3) was or is received by you on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality. You shall use no less than a reasonable standard of care to safeguard the Confidential Information you receive. You will only use the Confidential Information to exercise your rights and perform your obligations under these Terms or as otherwise required by law.
2. Equitable Relief. You agree that any breach of Sections 2, 6, or 10 would cause irreparable harm to Trilliant, for which monetary damages would be inadequate to compensate Trilliant for such harm and damage. Therefore, Trilliant shall be entitled to seek equitable relief against any such breach or threatened breach, without posting any bond or showing of irreparable harm, in addition to any other remedy available to it. The foregoing shall be in addition to and shall not limit any other rights or remedies to which Trilliant may be entitled, at law or in equity.
3. Privacy Policy. Trilliant will treat any information it collects or receives from you through the Apps in accordance with Trilliant’s Privacy Policy, which is incorporated herein by reference. Please review the Privacy Policy before you use any App. If you are unwilling to accept the terms and conditions of the Privacy Policy, please do not use any App.
Indemnification. You shall indemnify and hold harmless Trilliant, its affiliates, officers, directors, shareholders, subsidiaries, parents, employees, and agents from and against any and all claims, demands, damages, obligations, losses, liabilities, actions, costs, and expenses (including but not limited to attorneys’ fees and all reasonable court costs) arising from or related to: (i) your use of and/or access to the Apps; (ii) any violation of these Terms; or (iii) any negligence or willful misconduct by you. You will promptly notify Trilliant in writing upon your discovery of any unauthorized use or infringement of the Apps or Trilliant’s Intellectual Property Rights with respect thereto. Trilliant shall have the sole and exclusive right to bring an infringement action or proceeding against any infringing third party, and, in the event, that Trilliant brings such an action or proceeding, you shall cooperate and provide full information and reasonable assistance to Trilliant and its counsel in connection with any such action or proceeding.
Disclaimer. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, TRILLIANT IS PROVIDING THE Apps ON AN “AS-IS,” “AS-AVAILABLE,” AND “WITH ALL FAULTS” BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE Apps. TRILLIANT AND ITS LICENSORS EXPRESSLY DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Trilliant THROUGH THE Apps SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.

YOU AGREE THAT YOUR USE OF THE Apps SHALL BE AT YOUR SOLE RISK. TRILLIANT DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE Apps are ACCURATE, COMPLETE, OR CURRENT. TRILLIANT SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY OR LOSS ARISING OUT OF ANY ACTION TAKEN IN RELIANCE ON THE Apps AND/OR ANY CONTENT PROVIDED through the Apps. TRILLIANT DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS, THAT THE Apps ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED.

TRILLIANT DOES NOT WARRANT THAT THE Apps WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED OR ERROR-FREE BASIS. IN ADDITION, THE Apps MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. TRILLIANT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF THE Apps.

Please note that some jurisdictions may not allow the exclusion of implied warranties and conditions, so some of the above exclusions may not apply to you but shall apply to the maximum extent permitted by applicable law.
Limitation on Liability. IN NO EVENT WILL TRILLIANT AND/OR its LICENSORS OR OTHER THIRD PARTIES IDENTIFIED through the Apps BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INCREASED, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE Apps OR RELATING TO THE USE OR INABILITY TO USE THE Apps OR INFORMATION made available through the Apps, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, BUSINESS, INCOME OR PROFITS, CORRUPTION, LOSS OR THEFT OF DATA, VIRUSES, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER OR NOT TRILLIANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED ON WARRANTY, CONTRACTS, STATUTES, REGULATIONS, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR ANY OTHER LEGAL THEORY. IN NO EVENT WILL TRILLIANT AND/OR its LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE CONTENT OR OTHER MATERIALS PROVIDED through the Apps.

UNDER NO CIRCUMSTANCES WILL TRILLIANT’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE Apps, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND WHETHER INCURRED WITH RESPECT TO ONE CLAIM, OR CUMULATIVELY INCURRED FROM MULTIPLE RELATED OR UNRELATED CLAIMS ARISING IN CONNECTION WITH THESE TERMS OR THE Apps, EXCEED the greater of ONE HUNDRED DOLLARS ($100.00 USD) or the total amounts paid by you for the applicable app in the twelve (12) month period preceding the event giving rise to the claim.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE NEGATION AND LIMITATION OF DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND TRILLIANT. THE Apps WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

You agree that any dispute arising out of these Terms or your use of the Apps must be filed within one (1) year after the claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by Trilliant to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.
Errors. Trilliant’s goal is to provide complete, accurate, and up-to-date information on the Apps. Unfortunately, it is not possible to ensure that the Apps are completely free of errors. The Apps may contain typographical mistakes, inaccuracies, or omissions, and some information may not be complete or current. Trilliant therefore reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice.
Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of the State of Tennessee without giving effect to choice of law principles.
Dispute Resolution. THE USE OF THE Apps REQUIRES THE INDIVIDUAL ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES. SUBJECT TO THIS SECTION, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE SUCH CLAIM OR DISPUTE: (1) IN COURT; (2) BEFORE A JUDGE OR JURY; OR (3) IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.

You agree that any dispute arising out of or relating in any way to your use of the Apps requires that such claim be resolved exclusively by confidential, binding arbitration. The arbitration shall be conducted before three neutral arbitrators in Nashville, Tennessee, in accordance with the rules of the American Arbitration Association (“AAA”), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys’ fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to these Terms, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law. The parties shall equally share all AAA charges and fees associated with the arbitration. Subject to these Terms, the arbitrators will have the authority to apportion liability between the parties, but will not have the authority to award any damages or remedies not available under, or in excess of, the express terms of these Terms. The arbitration award will be presented to the parties in writing, and upon the request of either party, will include findings of fact and conclusions of law. With regards to any action for breach of confidentiality or intellectual property obligations, nothing in this Section shall preclude either party from seeking interim equitable relief in the form of a temporary restraining order or preliminary injunction. Any such request by a party of a court for interim equitable relief shall not be deemed a waiver of the obligation to arbitrate hereunder.

The award of the arbitrators may be confirmed and enforced in any court having jurisdiction thereof. Each party hereby consents (a) to the exclusive jurisdiction of the state or federal courts located in Nashville, Tennessee, for any action (i) to compel arbitration, (ii) to enforce any award of the arbitrators, or (iii) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim or provisional equitable remedies, and (b) to service of process in any such action by registered mail or any other means provided by law. Should this Section be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the parties agree that sole and exclusive jurisdiction and venue for any claims will be in the state or federal courts in Nashville, Tennessee, and each party hereby irrevocably consents to the exclusive jurisdiction of such courts.
General Terms.
1. Severability. If any provision in these Terms is found by a court or arbitrator to be invalid, the parties agree that the court or arbitrator should give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
2. Waiver. No waiver by either party of any term or condition set forth herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Our failure to act with respect to a breach by any user of the Apps does not constitute a waiver of our right to act with respect to subsequent tor similar breaches.
3. Assignment. You may not assign your rights and/or obligations under these Terms to any other party without the prior written consent of an authorized representative of Trilliant. Trilliant may assign its rights and/or obligations under these Terms to any other party at Trilliant’s discretion.
4. Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
5. Contact Information. Notices to you may be made to the email address associated with your account and shall be deemed to be given upon receipt or three (3) days after transmission of email message, whichever is sooner.

If you are looking to use enterprise-only products and services or obtain additional volume-based discounts, contact us at www.trillianthealth.com/contact-us about premium subscription options.

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