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Terms of Service

Effective Date: August 26, 2026 | Last Updated: August 26, 2026

BINDING AGREEMENT: By accessing or using the WISeRly platform, you agree to these Terms of Service. If you do not agree, do not use the Service.

1. Definitions

  • "WISeRly," "we," "us," "our" means WISeRly LLC, owned by the R.E. Salyer Family Revocable Living Trust.
  • "Service" means the WISeRly AI-powered prior authorization compliance platform, including all features, APIs, documentation, and related services.
  • "Customer," "you," "your" means the entity or individual who has subscribed to the Service.
  • "Authorized Users" means employees, contractors, and agents of Customer authorized to use the Service.
  • "PHI" means Protected Health Information as defined under 45 CFR §160.103.
  • "BAA" means the Business Associate Agreement executed between WISeRly and Customer.

2. Eligibility and Account Registration

The Service is intended for licensed healthcare providers, healthcare organizations, and their authorized representatives. By registering, you represent that:

  • You are at least 18 years old
  • You have authority to bind your organization
  • You will provide accurate, current, and complete information
  • You will maintain the security of your credentials and notify us of any unauthorized access

3. Subscription, Pricing, and Payment

3.1 Subscription Tiers

  • Solo: $349/month or $3,769/year — 5 users, 500 submissions/month
  • Corp Pro: $799/month or $8,629/year — 25 users, 5,000 submissions/month
  • Enterprise: Custom pricing — unlimited users and submissions

Solo and Corp Pro subscriptions include a 14-day free trial. A valid payment method is required at checkout. Unless canceled before the trial ends, the selected monthly or annual subscription automatically begins and renews at the interval shown during checkout.

3.2 Implementation and Training Fees

  • Implementation: $5,000 - $25,000 one-time fee (scope-dependent)
  • Training: $2,000 per 4-hour session; no professional certification or CEU is included

3.3 Intelligence Pack Add-Ons

  • Pediatric Milestone Mapper: $49/month
  • VA Nexus-Guard: $5,000/month (Enterprise only)
  • Adolescent Transition Portal: $25/case

3.4 Billing Terms

  • Subscriptions billed monthly or annually in advance
  • All fees are non-refundable except as expressly stated
  • Late payments accrue interest at 1.5% per month or maximum allowed by law
  • WISeRly may suspend or terminate Service for unpaid invoices after 30 days
  • Price changes require 60 days advance notice; current term unaffected

3.5 Pilot/Promotional Programs

The FIRST10 pilot promotional code provides 45 days of Enterprise-tier access and automatically converts to Corp Pro tier thereafter unless you cancel before the conversion date. Pilot terms are subject to these Terms of Service.

4. Use of the Service

4.1 License Grant

Subject to your compliance with these Terms and timely payment of fees, WISeRly grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the subscription term.

4.2 Acceptable Use

You agree not to:

  • Use the Service for unlawful purposes or in violation of HIPAA, HITECH, or other applicable law
  • Submit data you do not have authority to submit
  • Reverse engineer, decompile, or attempt to derive source code
  • Resell, sublicense, or commercially exploit the Service without written authorization
  • Interfere with or disrupt the Service, servers, or networks
  • Upload viruses, malware, or malicious code
  • Use automated tools to scrape or extract data beyond rate-limited API access
  • Submit data that infringes third-party intellectual property or privacy rights

5. Business Associate Agreement

If Customer is a Covered Entity or Business Associate under HIPAA, the parties shall execute the WISeRly BAA before any PHI is submitted to the Service. The BAA is incorporated by reference into these Terms. In the event of conflict between the BAA and these Terms with respect to PHI, the BAA controls.

Clinical submission and real PHI intake are currently disabled behind a server-side release gate. Registration, payment, acceptance of these Terms, or selection of a BAA checkbox does not execute a BAA or activate PHI intake.

6. Customer Data and Privacy

6.1 Ownership

Customer retains all right, title, and interest in Customer Data, including PHI. WISeRly does not claim ownership of Customer Data.

6.2 License to WISeRly

Customer grants WISeRly a limited license to use Customer Data solely to provide, maintain, and improve the Service. Clinical submission and PHI analytics are not active while the PHI gate is closed. Any future de-identification or analytics involving PHI must be permitted by the executed BAA and satisfy 45 CFR §164.514.

6.3 Data Return and Deletion

Upon termination, Customer may request available exports. Deletion requests are handled according to current operational capability, applicable law, the Privacy Policy, and any executed BAA, subject to billing, security, dispute, and legal-hold retention requirements.

7. Intellectual Property

The Service, including all software, algorithms, models, content, designs, and documentation, is owned by WISeRly and protected by intellectual property laws. No rights are granted except as expressly stated in these Terms.

8. Confidentiality

Each party agrees to protect the other's Confidential Information using the same degree of care it uses for its own confidential information, and not less than reasonable care. Confidential Information includes pricing, product roadmaps, technical architecture, customer lists, and any non-public information marked or reasonably understood as confidential.

9. Service Availability

No uptime percentage or service credit applies unless expressly stated in an executed Order Form. Public pricing or marketing content does not create an SLA.

10. AI Disclaimer and Clinical Judgment

IMPORTANT — NOT MEDICAL ADVICE: WISeRly is a compliance and documentation analysis tool. It does not provide medical advice, diagnose conditions, or recommend treatment. AI-generated risk scores and recommendations are decision-support tools only. Final clinical and submission decisions must be made by qualified licensed professionals exercising independent professional judgment.

WISeRly is independent, not affiliated with or endorsed by CMS, and not an official WISeR participant. Its output is a preparation result, not an official authorization, coverage, coding, payment, affirmation, or non-affirmation determination. Current clinical workflows permit synthetic demonstration data only; users must not submit PHI while the release gate is closed.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WISERLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WISERLY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR GUARANTEE PRIOR AUTHORIZATION APPROVAL, COVERAGE, PAYMENT, CODING CORRECTNESS, REGULATORY COMPLIANCE, DENIAL REDUCTION, PROCESSING TIME, OR FINANCIAL OUTCOMES. NO BETA-CUSTOMER PERFORMANCE STATISTICS ARE INCORPORATED INTO THESE TERMS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • WISERLY'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.
  • NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA.
  • THESE LIMITATIONS DO NOT APPLY TO: (a) breach of confidentiality, (b) indemnification obligations, (c) gross negligence or willful misconduct, (d) HIPAA breach notification obligations, or (e) liabilities that cannot be limited under applicable law.

13. Indemnification

By Customer: Customer shall indemnify WISeRly against claims arising from (a) Customer's breach of these Terms or applicable law, (b) Customer's submission of data without proper authority or consent, (c) Customer's clinical decisions, and (d) infringement claims based on Customer Data.

By WISeRly: WISeRly shall indemnify Customer against third-party claims that the Service infringes a US patent, copyright, or trademark, subject to standard IP indemnification procedures and exclusions.

14. Term and Termination

These Terms remain in effect during the subscription term. Either party may terminate for material breach upon 30 days written notice if the breach is not cured. WISeRly may suspend the Service immediately for non-payment, security violations, or violations of Section 4.2.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Colorado, excluding conflict-of-laws principles. Any dispute-resolution procedure will be determined by applicable law and any separate written agreement between WISeRly and the Customer. Either party may seek appropriate injunctive relief for intellectual property, confidentiality, privacy, or security matters.

16. Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including acts of God, war, terrorism, pandemics, governmental actions, internet/telecommunications failures, or third-party cloud provider outages.

17. Modifications

WISeRly may modify these Terms with 30 days notice for material changes. Continued use after the effective date constitutes acceptance. If you do not agree to changes, you may terminate before the effective date.

18. Miscellaneous

  • Entire Agreement: These Terms, together with the BAA, Privacy Policy, and any Order Form, constitute the entire agreement.
  • Severability: If any provision is unenforceable, the remainder remains in effect.
  • No Waiver: Failure to enforce any provision is not a waiver.
  • Assignment: Customer may not assign without WISeRly's consent. WISeRly may assign in connection with a merger, acquisition, or sale of assets.
  • Notices: Email notice to the address on file is sufficient for routine communications.

19. Contact

WISeRly LLC
Owned by the R.E. Salyer Family Revocable Living Trust
Developed, created, and designed by Rosemary Salyer
Legal Notices: legal@wiserly.com
Customer Support: support@wiserly.com

© 2026 WISeRly LLC. All rights reserved. | Privacy Policy | Disclaimers | Business Associate Agreement