ExclusionWatch Terms of Service

Version 1.0
Effective date: September 16, 2025

These Terms of Service (“Terms”) are an agreement between ExclusionWatch (“Provider,” “we,” “us,” or “our”) and the organization or other legal entity that accepts these Terms (“Customer”).

The individual accepting these Terms represents that the individual has authority to bind Customer. If that individual does not have such authority, the individual must not accept these Terms or use the Service on Customer’s behalf.

1. The Service

ExclusionWatch is a healthcare exclusion and sanction compliance tool. It allows Customer to maintain workforce and vendor rosters, select available government and regulatory data sources, identify candidate matches, review and document dispositions, preserve audit history, and generate compliance evidence.

The Service is a decision-support tool. It does not provide legal advice, determine whether a roster subject is excluded, make employment or credentialing decisions, or replace any primary-source verification required by law, contract, accreditation standard, or Customer policy.

Government and regulatory sources may be delayed, incomplete, unavailable, reformatted, corrected, or withdrawn by their publishers. ExclusionWatch will use commercially reasonable efforts to monitor and refresh supported sources but does not control those publishers.

The public single-record search is an informational convenience. It may be rate-limited, does not create a customer screening record or compliance report, and must not be treated as proof that a person or organization is or is not excluded.

2. Accounts and Authorized Users

Customer may permit its employees, contractors, auditors, and other authorized representatives to use the Service (“Authorized Users”). Customer is responsible for:

• approving and removing Authorized Users;
• assigning appropriate roles and permissions;
• safeguarding accounts, authentication devices, and SSO configurations;
• promptly notifying ExclusionWatch of suspected unauthorized access; and
• all activity performed through Customer’s accounts, except to the extent caused by ExclusionWatch’s breach of these Terms.

Accounts may not be shared. ExclusionWatch may require multifactor authentication and may suspend credentials that present a security risk.

3. Customer Data

“Customer Data” means information submitted to or generated within the Service for Customer, including roster information, review decisions, notes, reports, organization settings, and audit records. Customer retains all rights in Customer Data.

Customer grants ExclusionWatch a limited right to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, support, and improve the Service; comply with law; and enforce these Terms. ExclusionWatch will not sell Customer Data or use Customer Data for targeted advertising.

Customer represents that it has all rights, notices, authorizations, and lawful bases needed to submit Customer Data and instruct ExclusionWatch to process it.

4. Permitted Data and No-PHI Requirement

The Service is designed for workforce, provider, contractor, and vendor exclusion screening. Permitted data may include names, former names, dates of birth, National Provider Identifiers, professional license information, positions, employment or contract dates, business names, business addresses, organization NPIs, and the last four digits of a vendor EIN when reasonably needed for identification.

Customer must not submit:

• patient records, clinical information, claims, diagnoses, treatment information, medical record numbers, or other Protected Health Information (“PHI”);
• Social Security numbers or any portion of a Social Security number;
• complete EINs or tax-identification numbers;
• payment-card, bank-account, or authentication-secret information;
• biometric or genetic information; or
• information not reasonably necessary for exclusion screening.

The ExclusionWatch No-PHI Policy is incorporated into these Terms. These Terms are not a Business Associate Agreement. Customer must not use the Service to create, receive, maintain, or transmit PHI on behalf of a HIPAA covered entity or business associate unless ExclusionWatch has expressly agreed in writing and the parties have executed an applicable Business Associate Agreement.

5. Customer Responsibilities

Customer is responsible for:

• the accuracy, quality, and legality of Customer Data;
• choosing appropriate sources and screening frequency;
• reviewing candidate matches using sufficient identifiers;
• obtaining primary-source verification when appropriate;
• documenting and making its own compliance, credentialing, contracting, and workforce decisions;
• providing any legally required notices and process to affected individuals; and
• complying with healthcare-program, employment, credentialing, privacy, consumer-reporting, anti-discrimination, and other applicable laws.

Customer must not treat a candidate match as a confirmed match solely because the Service generated it.

6. Acceptable Use

Customer and its Authorized Users must comply with the ExclusionWatch Acceptable Use Policy, which is incorporated into these Terms. ExclusionWatch may investigate suspected violations and may restrict or suspend use when reasonably necessary to protect the Service, Customer Data, other customers, publishers, or third parties.

7. Subscription Plans and Fees

The applicable plan, roster allowance, price, billing interval, and any special terms will be shown in an order, checkout page, or other ordering document (collectively, an “Order”). An Order is incorporated into these Terms.

Paid subscriptions renew automatically for successive periods matching the billing interval shown in the Order until canceled. Before Customer submits payment information, ExclusionWatch will disclose the price, billing frequency, roster allowance, renewal terms, and cancellation method. Customer authorizes ExclusionWatch and its payment processor to charge the payment method on file.

Unless a different Order applies, the Standard plan includes up to 500 active individuals and 1,000 active vendors at $19.95 per month after a 30-day free trial. The Growth plan is $39.95 per month and includes up to 5,000 combined active individuals and vendors. Enterprise volumes and custom arrangements require a separate Order. The first paid charge for a Standard trial occurs after the disclosed trial period unless Customer cancels before the trial ends.

Except as stated in an Order or required by law, fees are non-refundable and subscriptions remain active through the end of the paid billing period. Customer may cancel through the available account or billing controls or by contacting contact@exclusionwatch.org. Cancellation will not impose an additional cancellation fee.

If Customer exceeds its plan allowance, ExclusionWatch may require an upgrade, limit new roster additions, or propose an enterprise Order. ExclusionWatch will not impose a higher recurring charge without the notice and consent required by law.

8. Taxes and Tax-Exempt Organizations

Fees exclude taxes unless expressly stated otherwise. Customer is responsible for applicable sales, use, and similar transaction taxes, excluding taxes based on ExclusionWatch’s income. A tax-exempt Customer must provide a valid exemption certificate through the designated billing process. Tax-exempt treatment begins after validation and is not retroactive except where required by law.

ExclusionWatch does not store complete payment-card information. Payment processing, billing-address collection, and tax-document collection may be performed by ExclusionWatch’s payment processor.

9. Confidentiality

Each party may receive nonpublic information that a reasonable person would understand to be confidential (“Confidential Information”). Customer Data is Customer’s Confidential Information. Each party will use the other party’s Confidential Information only to perform under these Terms and will protect it using at least reasonable care.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, independently developed, received lawfully from another source, or made public without breach of these Terms. A party may disclose Confidential Information when legally required after giving notice when legally permitted.

10. Security and Privacy

ExclusionWatch will maintain reasonable administrative, technical, and physical safeguards appropriate to the Service and the information processed. The Privacy Notice and Data Processing Addendum describe ExclusionWatch’s privacy and processing practices.

No system is completely secure. Customer is responsible for configuring its users, SSO, source selections, and exports appropriately and for securely handling downloaded reports and CSV files.

11. Intellectual Property

ExclusionWatch and its licensors retain all rights in the Service, software, design, documentation, trademarks, and improvements. Except for the limited right to use the Service during the subscription term, no rights are transferred to Customer.

Public-source records remain subject to the terms, notices, and legal status established by their publishers. Customer may use reports and exports for its internal compliance purposes but may not resell, republish, or create a competing source database from the Service.

If Customer provides feedback, ExclusionWatch may use it without restriction or compensation, provided ExclusionWatch does not identify Customer publicly without permission.

12. Availability, Support, and Changes

ExclusionWatch will use commercially reasonable efforts to operate the Service. Maintenance, security events, publisher outages, internet failures, and matters outside ExclusionWatch’s reasonable control may affect availability.

ExclusionWatch may modify the Service, source catalog, and features. ExclusionWatch will provide reasonable advance notice when a material reduction in core paid functionality is reasonably foreseeable.

Support is available through contact@exclusionwatch.org during the support hours described on the Service or in an Order.

13. Suspension and Termination

ExclusionWatch may suspend access when reasonably necessary to address nonpayment, security risk, unlawful use, material breach, or harm to the Service or another party. When practicable, ExclusionWatch will provide notice and an opportunity to cure.

Either party may terminate for an uncured material breach after 30 days’ written notice, or immediately if the breach cannot reasonably be cured. Customer may terminate a paid subscription by canceling renewal.

Following termination, Customer may request an export of available Customer Data during a 30-day retrieval period unless prohibited by law or security considerations. ExclusionWatch may then delete Customer Data from active systems, subject to backup cycles, legal obligations, and records that ExclusionWatch must retain to establish compliance or resolve disputes.

14. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ExclusionWatch DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ExclusionWatch DOES NOT WARRANT THAT EVERY SOURCE IS COMPLETE OR CURRENT, THAT EVERY EXCLUDED PERSON OR ENTITY WILL BE IDENTIFIED, THAT EVERY CANDIDATE IS THE SAME PERSON OR ENTITY AS A ROSTER SUBJECT, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LEGALLY BE LIMITED, EACH PARTY’S AGGREGATE LIABILITY ARISING FROM THE SERVICE WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

16. Indemnification

Customer will defend and indemnify ExclusionWatch and its personnel from third-party claims arising from Customer Data, Customer’s unlawful or unauthorized use of the Service, Customer’s decisions concerning a roster subject, or Customer’s breach of Sections 4 through 6.

ExclusionWatch will defend and indemnify Customer from a third-party claim that Customer’s authorized use of the Service infringes a United States patent, copyright, or trademark. ExclusionWatch may modify or replace the affected portion or terminate it and refund prepaid fees for the unused period. This obligation does not apply to Customer Data, third-party sources, combinations not supplied by ExclusionWatch, or use contrary to these Terms.

Indemnification requires prompt notice, control of the defense by the indemnifying party, and reasonable cooperation.

17. Governing Law and Disputes

These Terms are governed by New York law, without regard to conflict-of-law rules. The state and federal courts located in Jefferson County, New York will have exclusive jurisdiction, and each party consents to that jurisdiction and venue.

Before filing a claim, the parties will attempt in good faith for at least 30 days to resolve the dispute through their designated business contacts.

18. Notices

Legal notices to ExclusionWatch must be sent to contact@exclusionwatch.org.

ExclusionWatch may send operational and legal notices to Customer’s account administrator or primary-contact email.

19. Changes to These Terms

ExclusionWatch may update these Terms. ExclusionWatch will identify the effective date and provide advance notice of material changes. If a material change requires new consent, ExclusionWatch will request acceptance before continued use or the next renewal. Changes will not retroactively reduce rights for a dispute that arose before the change.

20. General

Neither party may assign these Terms without the other’s consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes these Terms. Neither party is liable for delay caused by events beyond its reasonable control. If a provision is unenforceable, the remainder remains effective. Failure to enforce a provision is not a waiver. These Terms, the Order, the DPA, and incorporated policies are the complete agreement concerning the Service and supersede prior discussions.