TERMS OF SERVICE

Effective Date: May 24, 2026 • Last Updated: August 27, 2026

1. DEFINITIONS & CORPORATE ELIGIBILITY

• "Services": Refers to all institutional data-engineering engines, deterministic validation suites, 40+ Point Federal Schema Audits, SQL remediation blueprints, 3-Tier Deliverable Stacks, and cloud hosting infrastructure provided by Elite Data Solutions.
• "Machine-Readable File (MRF)": Refers to hospital pricing datasets mandated under Section 2718(e) of the Public Health Service Act and codified at 45 CFR Part 180 (including CMS Schema v3.0 CSV and JSON specifications).
• "Hospital Client": Refers to licensed healthcare provider facilities, health systems, and hospital networks subject to federal price transparency mandates.
• "Strategic Advisory Partner / Capacity Multiplier": Refers to independent healthcare advisory firms, management consultancies, CPA accounting practices, revenue cycle management (RCM) firms, and healthcare legal counsel deploying our diagnostic engine for multiple client facilities.
• Strict Enterprise B2B Qualification: Access to the Platform is strictly restricted to verified corporate entities, hospital systems, legal counsel, and advisory firms. Registration or usage by individual retail consumers or patients is strictly prohibited. The Platform does not provide consumer pricing tools or retail cost-estimation services. Any attempt by a non-commercial user to access the Platform triggers immediate credential revocation.

2. STRATEGIC PRACTICE ALLIANCE & DELIVERY PARTNER LICENSE

• Exclusive Client Relationship Ownership: The Advisory Partner retains 100% exclusive title, control, and ownership over the end-client contract, billing relationship, and strategic advisory mandate. Elite Data Solutions claims zero legal or commercial interest in the partner's client accounts.
• Strict Non-Circumvention & Fiduciary Non-Solicitation: Elite Data Solutions contractually guarantees that it will never directly market to, solicit, contact, or circumvent an Advisory Partner's identified hospital clients. This non-circumvention obligation survives contract termination indefinitely for all registered clients, backed by liquidated damages.
• Silent Technical Capacity Multiplier: All diagnostic outputs, notification receipts, and analytical ledgers are generated under the Advisory Partner's firm-branded parameters, ensuring complete back-office vendor obfuscation.

3. 3-TIER INSTITUTIONAL DELIVERABLE FRAMEWORK

Services are structured across three distinct institutional verification levels:

• Tier 1 • Executive Penalty Gap Diagnostic: High-level statutory exposure scorecard mapping unmasked schema defect counts against federal daily CMP liability schedules ($300–$5,500/day under 45 CFR § 180.90).
• Tier 2 • Line-Item Violation Error Ledger: Exhaustive tabular workpaper pinpointing exact row numbers, column headers, missing standard charges, and invalid NDC/HCPCS coordinates for technical remediation teams.
• Tier 3 • Code-Level Remediation Blueprints & Validated MRF Data: Deterministic data engineering deliverables including complete schema-valid CSV/JSON files, SQL database extraction logic, and continuous cloud hosting infrastructure.

4. DATA ARCHITECTURE, ZERO-RETENTION PROTOCOLS, & HIPAA EXEMPTION

• Ephemeral In-Memory Server Processing: All parsing, validation, and schema transformations execute exclusively inside volatile RAM containers. Files are processed transiently and automatically expunged within 24 hours of execution.
• Strict Prohibition on Protected Health Information (PHI): Services are designed exclusively for institutional standard charges, CPT/HCPCS codes, and payer-negotiated rates mandated for public disclosure under 45 CFR Part 180. Under no circumstances do we process or accept PHI as defined by 45 CFR § 160.103. Neither party operates as a HIPAA Business Associate under these Terms for public price data.
• Zero AI Model Training Guarantee: Customer hospital files, proprietary rate matrices, and chargemasters are never utilized to train, fine-tune, or validate artificial intelligence models, large language models (LLMs), or global statistical engines.

5. COMMERCIAL PROCUREMENT, INVOICING, & SOW TERMS

• Institutional Invoicing & Retainers: Enterprise engagements, multi-hospital audit retainers, and Advisory Partner capacity blocks are billed via formal Statements of Work (SOWs), Corporate ACH, or Wire Transfer (NET 15 / NET 30 terms).
• Transactional Processing: Standalone digital diagnostic purchases may also be settled via authorized corporate Purchasing Cards (P-Cards) through our secure Merchant of Record gateway.

6. INTELLECTUAL PROPERTY ALLOCATION & WORKPAPER OWNERSHIP

• Proprietary Parsing Infrastructure: Elite Data Solutions retains sole and exclusive ownership of all parsing engines, 40+ Point Federal Schema validation algorithms, transformation pipelines, source code, and underlying software IP.
• Client & Partner Workpaper Ownership: The Client and Advisory Partner acquire absolute, perpetual, and irrevocable ownership in and to all downloaded 3-Tier Diagnostic Workpapers, custom reporting views, and code-level remediation blueprints. Clients have unencumbered rights to share deliverables with internal executive boards, legal counsel, and federal regulatory bodies (including CMS).

7. REGULATORY STATUTORY DISCLAIMER & LIMITATION OF LIABILITY

• Deterministic Schema Accuracy Warranty: Elite Data Solutions warrants that all remediated files generated through our platform strictly satisfy published CMS official schema syntax and validation rules at the date of delivery.
• Trailing 12-Month Liability Cap: To the maximum extent permitted by applicable law, cumulative aggregate liability arising from any engagement shall not exceed the total fees actually paid by the Client or Advisory Partner under the applicable SOW during the preceding twelve (12) months (or $100 USD if no fees were paid).
• Mutual Indemnification: EDS agrees to defend and indemnify the Client against third-party claims alleging that our core platform software infringes registered intellectual property. The Client agrees to indemnify EDS against third-party claims arising from corrupted source data or failure to satisfy statutory publication deadlines.

8. GOVERNING LAW & INTERNATIONAL COMMERCIAL ARBITRATION

This Agreement shall be governed by, interpreted, and enforced strictly in accordance with the substantive commercial laws of India. Any dispute, controversy, or claim arising out of or relating to this contract shall be settled by binding commercial arbitration administered under the UNCITRAL Arbitration Rules in accordance with the Arbitration and Conciliation Act, 1996. The legal seat and venue of arbitration shall be New Delhi, India. The proceedings shall be conducted in the English language before a sole arbitrator. Arbitral awards rendered shall be final, binding, and enforceable internationally under the New York Convention of 1958.

9. CONTACT & ENTERPRISE PROCUREMENT

For advisory partnership inquiries, enterprise MSAs, or institutional procurement processing, contact our executive desk at sru@elitedatasolution.net.