Subscription Terms of Use

Capitalized terms used in these Terms shall have the meanings set forth below or in the section where they first appear:

• Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
• Authorized User means an individual employee, agent, or contractor of Subscriber authorized to use the Services.
• Benchmark Data means the rate-benchmark data, statistics, metrics, aggregations, and related content made available through the Services, including any updates.
• Documentation means the user guides, technical materials, and other instructional content provided by Company regarding the Services.
• Effective Date means the date you first accept these Terms or first access or use the Services, whichever is earlier.
• Geographic Scope means the number and identity of states (1, 2, 3, 4, 5, 10, or 20 states, or National) covered by your subscription, as selected in your Order.
• Order means the checkout order you place for the Services, including your selected Service Line, Geographic Scope and states, Subscription Term, fees, and any promotional code, as confirmed at purchase. An Order performs the function of an order form under these Terms.
• Service Line means the data category you select: Mental Health (MH), Substance Use Disorder (SUD), or the Bundle covering both.
• Services means the Starset Rate Compass data service and any associated modules, tools, support, and Documentation provided under these Terms.
• Subscription Term means the twelve (12) month period beginning on your subscription start date, and each successive twelve-month renewal period during which you are permitted access to the Services.
• Subscriber Data means all data, content, and information input into or generated through the Services by or on behalf of Subscriber or its Authorized Users.

Access. Subject to payment of applicable fees and compliance with these Terms, Company will provide Subscriber and its Authorized Users access to the Services for the Subscription Term. Company will provision access to the Benchmark Data for exactly the Service Line(s), Geographic Scope, and specific states purchased.

Support and availability. Company will provide standard support for the Services, including access and sign-on assistance. Data analyses, research requests, or inquiries not attributable to a defect in the Services or data delivery may be subject to additional fees as separately agreed. Company aims to provide reliable access but does not guarantee that the Services will be uninterrupted or error-free.

Scope of the Services. The Services provide subscription access to rate-benchmark data scoped along two dimensions plus a fixed annual term: (a) Service Line — Mental Health only, Substance Use Disorder only, or the Bundle covering both; (b) Geographic Scope — a defined number of states or National coverage; and (c) Term — twelve (12) months, recurring. The Services are offered on an annual basis only. At checkout you also select the specific states you wish to access, up to the number permitted by your Geographic Scope; the specific states selected do not change your price.

Subscriber is responsible for all activities conducted under its account(s). Subscriber shall:

• have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Subscriber Data;
• prevent unauthorized access to, or use of, the Services, and maintain the confidentiality of its account credentials;
• comply with all applicable local, state, federal and foreign laws in using the Services; and
• ensure that Subscriber’s use of all functions of the Services complies with Subscriber’s own governing documents, including, but not limited to, Subscriber’s bylaws, policies, articles of incorporation, articles of organization, employee handbook, operating agreement, and any other documents or agreements relating to Subscriber’s governance and ability to take actions as an entity.

Permitted use. Subscriber may use the Services and the Benchmark Data for Subscriber’s internal business purposes, and solely for the Service Line(s), Geographic Scope, and specific states covered by its Order.

Scope limitation. Your license is bounded by what you purchased. Accessing or using the Benchmark Data for a Service Line, state, or scope you did not purchase is outside the scope of your license and is prohibited. To expand your Service Line or Geographic Scope, you must place a new Order for the applicable upgraded subscription.

Subscriber will not, and will not permit any third party, to:

• resell, sublicense, rent, lease, distribute, publish, broadcast, or otherwise make the Benchmark Data available to any third party except as expressly permitted above;
• use the Benchmark Data to build, train, or populate a competing product, dataset, benchmark, or service, or to create derivative benchmark or rate products for distribution;
• scrape, harvest, or use automated means to extract the Benchmark Data beyond the ordinary use enabled by the Services, or exceed any documented usage limits;
• circumvent access controls, provisioning, or usage measurement, or access Service Lines, states, or scope not covered by the Order;
• remove, obscure, or alter any proprietary notices, or misrepresent the source of the Benchmark Data; or
• reverse engineer, decompile, or disassemble any part of the Services, except to the extent this restriction is prohibited by law.

The details of each subscription are set out in the Order you place at checkout. The Order will reflect:

• Subscriber name and billing information;
• the effective date of the Order;
• the product/service (Starset Rate Compass) and Service Line;
• the Geographic Scope and specific states selected;
• the Subscription Term;
• the fees and payment terms; and
• any promotional or partner discount code applied.

Each Order incorporates these Terms. To the extent a conflict arises between these Terms and an Order, the Order shall control with respect to the Services purchased, Subscription Term, fees, and payment terms, and these Terms shall control in all other respects.

AUTOMATIC RENEWAL — PLEASE READ CAREFULLY. Your subscription automatically renews at the end of each Subscription Term for a further twelve (12) months, and the payment method on file will be charged the then-current annual price for your tier, unless you cancel before the renewal date. You may cancel at any time as described below; cancellation stops future renewals.

Renewal and pricing. Unless cancelled, each subscription automatically renews for successive twelve-month terms, and Company will charge the payment method on file the then-current list price for your Service Line and Geographic Scope at the time of renewal.

Renewal price adjustments. Company reserves the right to adjust the price and pricing terms that apply to any renewal Subscription Term. If the renewal price for your subscription would exceed the price you paid for your initial twelve (12) month Subscription Term, Company will notify you at least thirty (30) days before the renewal date. If Company does not provide such notice, your subscription will renew at a price no higher than the price of your initial twelve (12) month Subscription Term.

Renewal notice. Where required by applicable law, Company will send a renewal reminder to your account email before your subscription renews, disclosing the renewal date and the amount to be charged.

How to cancel. You may cancel auto-renewal at any time by sending a notice of cancellation by email to ratecompass@thirdhorizon.com. No advance or prior notice period is required; to stop the next renewal, your cancellation email must be received before the renewal date. Cancellation takes effect at the end of the then-current Subscription Term; you retain access through the end of the term for which you have paid.

Fees. Subscription fees are the annual list prices for the Service Line and Geographic Scope selected in your Order, as displayed at checkout. Fees are quoted in U.S. dollars and billed annually in advance for the full Subscription Term.

Payment processing. Payment is processed through Company’s third-party payment processor, Stripe. By providing a payment method, you authorize Company and its processor to charge that method for the subscription fee at purchase and for each renewal, and you are responsible for keeping your payment information current so that renewals can be charged without further action. Your use of the payment processor is subject to the processor’s own terms and privacy policy.

Taxes. Fees are exclusive of taxes. Applicable sales, use, or similar taxes are calculated based on your billing address and added at checkout, and you are responsible for those taxes other than taxes on Company’s net income. If you are exempt from tax, you must provide a valid exemption certificate.

Failed payments. If a charge cannot be processed, Company may retry the charge and may suspend or terminate access until payment is received. You remain responsible for amounts due for any period during which the Services were made available to you.

Non-refundable. Except as expressly stated in these Terms or an Order, all fees are non-refundable and non-proratable.

Promotional and partner discount codes. From time to time Company may offer promotional or partner discount codes. Codes are applied at checkout to the applicable list price, are subject to any stated conditions, limits, and expiration, may not be combined unless expressly permitted, and have no cash value. Public list prices are not changed by a discount; the discount is applied to your Order. Company may modify or discontinue codes at any time, subject to codes already validly applied.

The Benchmark Data concerns rates and may be of interest to competing organizations. You are solely responsible for using the Services in compliance with all applicable antitrust and competition laws. You will not use the Services, the Benchmark Data, or any communications facilitated by Company to coordinate, fix, stabilize, or signal prices, rates, terms, or other competitively sensitive matters with competitors, or otherwise to facilitate any unlawful agreement or exchange of competitively sensitive information. Company does not direct, endorse, or facilitate any such use, and nothing in the Services is intended to encourage any conduct that would violate applicable law.

Company IP. Company retains all right, title, and interest in the Services, the Benchmark Data, and related intellectual property. Except for the limited license expressly granted in these Terms, no rights are granted to Subscriber, whether by implication, estoppel, or otherwise, and all rights not expressly granted are reserved.

Subscriber Data. Subscriber retains all right, title, and interest in Subscriber Data.

Aggregated and Usage Data. Company may collect and use data about Subscriber’s use of the Services and may create de-identified and aggregated data, provided it does not identify Subscriber or any individual. Company owns such usage, de-identified, and aggregated data and may use it for any lawful purpose, including operating, improving, and developing the Services.

Feedback. If Subscriber or any of its employees or contractors sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company IP, including without limitation new features or functionality relating thereto, or any comments, questions, suggestions, or the like, Company is free to use such feedback irrespective of any other obligation or limitation between the Parties governing such feedback. Subscriber hereby assigns to Company, on Subscriber’s behalf and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the feedback, for any purpose whatsoever, although Company is not required to use any feedback.

Except as contemplated by the terms hereof, as required by applicable law, or pursuant to an order entered or subpoena issued by a court of competent jurisdiction, each Party shall, during the term of these Terms and thereafter, keep confidential the terms of these Terms and all material non-public information provided to it by the other, including the Benchmark Data. In ensuring the confidentiality of such information received from the other, each Party shall use the same care as it uses with its own information, but not less than reasonable care. Each Party agrees not to disclose such information to any third party, other than to employees or advisors that the receiving Party determines have a need to know in connection with the Services, each of whom shall be advised of the confidentiality requirements of these Terms and agree to be bound before receiving any confidential information.

Company’s collection and use of information about you is described in its Privacy Policy at https://thirdhorizon.com/privacy-policy/, which is incorporated by reference. The Services deliver aggregated rate-benchmark data and are not designed to receive, and you must not submit through the Services, any individually identifiable health information or other protected health information as defined under the Health Insurance Portability and Accountability Act (HIPAA). Company does not act as your business associate, and no business associate agreement is created, by your use of the Services unless separately agreed in writing.

Limited Warranty. Company warrants that it will provide the Services in a professional and workmanlike manner consistent with general industry standards. If Subscriber believes that the Services did not meet this warranty, Subscriber must notify Company in writing within thirty (30) days after the Services are performed, describing the issue in reasonable detail. Subscriber’s sole and exclusive remedy for a breach of this warranty will be a refund of the fees paid for the affected Services. Company further warrants that the Services will operate in material conformance with the Documentation. This warranty does not apply to any failure caused by: (a) use of the Services in a way not permitted by these Terms or the Documentation; (b) any use of the Services with other products, equipment, software or data not provided by Company; or (c) any modification of the Services by any person other than Company or its authorized agents.

Disclaimer. Starset Rate Compass is the Company’s rate-benchmark data service that provides benchmark reimbursement rate data for mental health and substance use disorder services, derived from the Starset Analytics National Price Transparency Data Set created, controlled, and published by Third Horizon Strategies LLC. The Company and its employees and contractors make no representation or warranty, express or implied, including without limitation any warranties of merchantability or fitness for a particular purpose or warranties as to the identity or ownership of data or information or the quality, accuracy or completeness of data or information. The user expressly acknowledges that the Benchmark Data may contain some nonconformities, defects, or errors. The Company does not warrant that the Benchmark Data will meet the user’s needs or expectations, or that all nonconformities, defects, or errors can or will be corrected. The Benchmark Data and any related materials contained therein are provided “as is,” without warranty of any kind, either express or implied. The entire risk of use of the Benchmark Data shall be with the user.

No professional advice. The Benchmark Data is provided for informational purposes only and does not constitute legal, financial, accounting, actuarial, tax, clinical, reimbursement, or other professional advice, and is not a recommendation to set, change, or maintain any particular rate. You are responsible for independently verifying any information before relying on it and for exercising your own professional judgment.

Assumption of Risk; Responsibility for Business Decisions. The Benchmark Data is a decision-support input only. Subscriber is solely responsible for all decisions, actions, and omissions it takes, and for all business, pricing, rate-setting, contracting, negotiation, reimbursement, staffing, financial, and strategic outcomes, based on or informed by the Services or the Benchmark Data, in whole or in part. Subscriber assumes the entire risk of its use of and reliance on the Services and the Benchmark Data, will independently verify information, and will exercise its own professional judgment before acting. To the maximum extent permitted by law, Subscriber releases and waives, and will not assert against Company, any claim for loss, harm, damage, or injury — including lost or reduced profits, revenue, contracts, or reimbursement, lost business opportunities, regulatory or third-party liability, or loss of goodwill — arising out of or relating to any decision, action, or omission by Subscriber or any third party based on or informed by the Services or the Benchmark Data. Company is not a fiduciary, advisor, or agent of Subscriber and makes no business decision for Subscriber.

Third-party sources. The Benchmark Data is derived in part from third-party and public sources that Company does not originate or control. Because Company does not create the underlying data, and the processing required to produce benchmarks is complex, Company is not liable for any omission, inaccuracy, or error in the underlying data or the Benchmark Data.

Types of Damages. In no event will either Party be liable to the other Party for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, costs of delay, any failure of delivery, business interruption, costs of lost or damaged data or documentation, or consequential damages arising out of these Terms or use of the Benchmark Data and any related materials.

Amount of Damages. The maximum liability of either Party arising out of or in any way connected to these Terms will not exceed the fees paid by Subscriber to Company during the twelve (12) months preceding the act, omission or occurrence giving rise to such liability. Nothing in these Terms will limit or exclude either Party’s liability for gross negligence or intentional misconduct of a Party or its employees or agents or for death or personal injury.

No liability for use of data. To the maximum extent permitted by law, Company will have no liability for any claim for any loss, harm, illness, damage, or injury arising from access to or use of, or reliance on, the Benchmark Data or any information provided through the Services, including any inaccuracy, omission, defect, or non-conformity in the Benchmark Data. Data nonconformities, inaccuracies, or omissions do not constitute gross negligence or willful misconduct.

Persons protected. The disclaimers, exclusions, releases, and limitations of liability in these Terms apply to, and may be invoked by, Company and its affiliates and their respective officers, directors, employees, contractors, agents, licensors, and third-party data providers, each of which is an intended third-party beneficiary of these provisions.

Basis of the Bargain. The Parties agree that the limitations of liability set forth in this Section will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The Parties acknowledge that the prices have been set and these Terms entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the Parties.

Subscriber will defend at its expense any third-party suit brought against Company, and will pay any settlement Subscriber makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to Subscriber’s misuse of the Services, breach of these Terms, or violation of applicable law (including any antitrust or competition law), except to the extent caused by Company’s gross negligence or willful misconduct.

Term. These Terms begin on the Effective Date and continue in full force and effect as long as any subscription remains in effect. The Subscription Term and renewal provisions are described in Section 7.

Termination for Breach. Either Party may terminate these Terms immediately upon notice to the other Party if the other Party materially breaches these Terms, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. Company may suspend access where your use poses a security risk, violates these Terms, or is required to be suspended by law.

Effect of Termination. Upon termination or expiration for any reason: (a) all licenses granted hereunder will immediately terminate; and (b) you must cease using and delete any copies of the Benchmark Data in your possession, except as required to be retained by law. The sections relating to Definitions, Subscriber Responsibilities, Intellectual Property Ownership, Confidentiality, Limited Warranty and Disclaimers, Limitation of Liability, and Indemnification survive termination.

Company may update these Terms from time to time. If a material change is made, Company will provide notice by reasonable means, such as posting the updated Terms with a new effective date or notifying you by email. Changes are effective as of the stated effective date, and your continued use of the Services after that date constitutes acceptance. If you do not agree to a change, you must stop using the Services and may cancel as described above.

Governing Law and Venue. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Illinois, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Each Party expressly consents to the personal jurisdiction and venue in the state and federal courts for Cook County, Illinois.

Assignment. Neither Party may assign without prior written consent, except to an Affiliate or through a merger or acquisition.

Compliance with Law. Subscriber will comply with all applicable laws, ordinances, regulations, and statutes related to its purchase and use of the Services.

Independent Contractors. The relationship of the Parties under these Terms is that of independent contractors.

Notices. Notices to Company must be sent to the address in Section 20; Company may provide notices to you through your account email or in-product. If any provision is invalid, the remaining provisions remain in full force.

Force Majeure. Any delay in the performance of duties caused by events beyond a Party’s reasonable control will not be considered a breach.

Entire Agreement. These Terms, together with any Order and the Privacy Policy, constitute the complete and exclusive agreement and supersede all prior agreements (including NDAs) on the subject.

Questions about these Terms may be directed to Third Horizon Strategies, LLC, 320 South Canal Street, Suite 3030, Chicago, IL 60606. Billing and payment inquiries: thsaccounts@thirdhorizon.com (remit: Third Horizon Strategies, LLC, PO Box 616, Western Springs, IL 60558). Web: www.thirdhorizon.com. Support / general contact: ratecompass@thirdhorizon.com.