Terms of Service

1. Acceptance of Terms

1.1 By checking the box marked "I agree to the Terms of Service", creating an account, or accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not create an account or use the Service.

1.2 If you create an account on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" includes both you and the organization. Each person who uses a seat under your account must also accept these Terms.

1.3 You must be at least 18 years old and able to form a binding contract to use the Service. The Service is offered for business use only.

1.4 If you or your organization has signed a separate written agreement with Calliope (for example, an Order Form and License Agreement), that signed agreement governs where it conflicts with these Terms. These Terms govern everything the signed agreement does not address.

2. Eligibility and Accounts

2.1 You must register with accurate, current, and complete information, including a work email address and the name of your organization, and keep it accurate.

2.2 Each seat is licensed to one named individual. You may not share login credentials, allow more than one person to use a seat, or access the Service through another person's account. You may reassign a seat to a different individual by notifying Calliope or through the account settings where available.

2.3 You are responsible for all activity under your account and for keeping your password confidential. Notify Calliope at hello@calliopeflow.ai promptly if you learn of any unauthorized use of your account.

2.4 Calliope may decline or revoke any registration at its discretion, including a registration by any person or organization whose prior account was suspended or terminated, or that Calliope reasonably believes is a competitor or is acting for one.

3. License and Permitted Use

3.1 Subject to these Terms and payment of applicable fees, Calliope grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service, through the interfaces Calliope provides, for your internal business purposes during your subscription term.

3.2 "Interfaces Calliope provides" means the web application used by a person in a browser and, where Calliope has enabled it for your account, the MCP endpoint used by an AI assistant acting on your individual behalf within the limits of your plan. No other method of access is licensed.

3.3 You may use Content within your organization, and you may include specific Content in a deliverable prepared for a specific client or prospect of yours (for example, a proposal, renewal analysis, or compliance review for a named employer). You may not deliver Content to any third party as a standalone list, dataset, feed, or report whose principal value is the Content itself.

3.4 Your plan includes usage allowances, including the number of records you may export, contacts you may enrich, and sidebar analyses you may run in a calendar month. Current allowances are stated on the pricing page or in your signed agreement. Allowances do not roll over. Calliope may enforce allowances in the product and may offer additional capacity for a fee.

3.5 All rights not expressly granted are reserved by Calliope.

4. Prohibited Activities

4.1 You will not, and will not permit or assist any third party to:

1. Scrape or automate access. Use any robot, spider, crawler, scraper, headless browser, browser extension, script, or other automated means to access the Service or to collect, copy, or monitor Content. The only automated access permitted is the MCP endpoint, if Calliope has enabled it for your account, used by an AI assistant acting on your individual behalf and within your plan's limits.
2. Bulk extract. Download, copy, systematically extract, or compile all or any substantial portion of the Content by any means, including by repeated searches, paging, exports, screenshots, or printing, or combine extracted Content into a database, list, or file for use outside the Service.
3. Circumvent limits. Evade, disable, or work around export, enrichment, analysis, rate, seat, or other usage limits, including by creating multiple accounts, rotating accounts or IP addresses, or splitting activity across users.
4. Resell or redistribute. Sell, rent, lease, lend, sublicense, publish, syndicate, or otherwise make the Service or any Content available to a third party, including as a dataset, data feed, API, embedded component, or within any other product or service, except as section 3.3 permits.
5. Train or build with Content. Use Content, or outputs derived from it, to create, train, fine-tune, evaluate, or improve any database, index, machine-learning model, large language model, AI system, scoring model, or any product or service that competes with or substitutes for the Service, or to benchmark the Service for a competitor.
6. Share seats. Share, transfer, or disclose login credentials, MCP tokens, or API keys; allow more than one individual to use a seat; or access the Service through a seat licensed to someone else.
7. Reverse engineer. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, scoring methods, signal definitions, program signatures, entity-resolution logic, benchmarks, or data structures of the Service, except where applicable law forbids this restriction.
8. Attack or probe. Probe, scan, or test the vulnerability of the Service; bypass or attempt to bypass authentication, access controls, or the blocklist; introduce malicious code; or interfere with the operation, integrity, or performance of the Service or anyone else's use of it.
9. Remove notices or misattribute. Remove, obscure, or alter any proprietary, confidentiality, or source notices; frame or mirror any part of the Service; or present Content as your own original work product in a way that conceals its source from Calliope.
10. Make unlawful or harmful use. Use the Service or Content in violation of any law, including insurance licensing and producer conduct rules, privacy and data-protection laws, the Telephone Consumer Protection Act, the CAN-SPAM Act, and state do-not-call and anti-spam laws; use contact information from the Service to send unsolicited bulk communications contrary to law; or use the Service to harass, defame, or deceive anyone.
11. Make consumer-reporting use. Use Content, in whole or in part, as a factor in deciding any individual's eligibility for credit, insurance, employment, housing, or any other purpose regulated by the Fair Credit Reporting Act or similar law. The Service is not a consumer reporting agency and Content is not a consumer report.
12. Make false claims. State or imply that Calliope has found, alleged, or concluded that any employer, broker, carrier, vendor, or other person has engaged in wrongdoing, or attribute any statement to Calliope without Calliope's written consent.
13. Compete. Access or use the Service if you are, or are acting for, a person that offers or is developing a product or service that competes with the Service, or for the purpose of building such a product or service.
14. Impersonate. Register with false information, impersonate any person or organization, or misrepresent your affiliation or role.

4.2 Calliope may monitor use of the Service, including query volume, export patterns, session behavior, and MCP traffic, and may use technical measures to detect and prevent prohibited activity.

4.3 Any breach of this section 4 is a material breach of these Terms. You acknowledge that such a breach would cause Calliope irreparable harm for which money damages would be an inadequate remedy, and that Calliope is entitled to seek injunctive relief in any court of competent jurisdiction, without posting a bond, in addition to all other remedies. You agree to pay Calliope's reasonable costs, including attorneys' fees, of investigating and enforcing a breach of this section.

5. Data, Outputs and No Advice

5.1 Sources. Content is derived from public records, including Form 5500 annual returns and schedules filed with the U.S. Department of Labor, Transparency in Coverage machine-readable files published by health plans and insurers, other public filings and registries, and data licensed from third parties, processed and enriched by Calliope's software and models.

5.2 Nature of Content. Public filings may be late, amended, incomplete, inconsistent, or wrong, and Calliope does not independently verify them. Signals, benchmarks, scores, grades, predictions, lookalikes, program and signature detections, broker and carrier attributions, contact details, and AI-generated analyses are inferences and estimates produced by software. They are provided to help you decide where to look, not as statements of fact. You are responsible for verifying Content before relying on it or presenting it to anyone else.

5.3 No finding of wrongdoing. Nothing in the Service states or implies that any employer, broker, carrier, pharmacy benefit manager, vendor, or other person has violated any law, fiduciary duty, or contract. Figures are filing data; a comparison to a benchmark is a comparison, not an allegation.

5.4 No professional advice. The Service does not provide legal, tax, accounting, actuarial, insurance, investment, or other professional advice, and is not a substitute for advice from a licensed professional who knows the facts of a particular situation. Calliope is a technology provider and is not a broker, consultant, fiduciary, or adviser to you or to any plan.

5.5 AI features. The sidebar analyst, Plan Sponsor Companion narratives, Smart Match, and the MCP endpoint generate text using third-party large language models. Their output can be incorrect, incomplete, or out of date even when it reads confidently and cites a filing. You are responsible for reviewing AI output before using it.

5.6 Your Data. You retain ownership of the lists, notes, playbooks, uploaded files, and other material you submit to the Service ("Your Data"). You grant Calliope a non-exclusive license to host, process, and display Your Data to provide the Service to you and to protect the Service. Calliope may use usage data and Your Data in aggregated or de-identified form, which does not identify you or your clients, to operate, analyze, and improve the Service.

5.7 Contact information. The Service may show business contact details for people in their professional roles, such as plan signers and brokerage producers. You are solely responsible for how you use that information and for complying with the laws that apply to your communications.

6. Fees, Billing, Trials and Chargebacks

6.1 Fees. You agree to pay the fees for the plan you select, at the price shown when you sign up or change plans, plus applicable taxes. Fees are per seat, billed monthly in advance to the payment method on file. Prices and allowances may differ in a signed agreement, which then controls.

6.2 Free trial. A self-serve account begins with a free trial of the length shown at signup. A valid payment method is required to start the trial. Unless you cancel before the trial ends, your subscription begins automatically at the end of the trial and the first monthly fee is charged to your payment method. Calliope may limit trials to one per person or organization and may change or withdraw trial offers at any time.

6.3 Automatic renewal and cancellation. Your subscription renews automatically each month until cancelled. You may cancel at any time from Settings or by emailing hello@calliopeflow.ai. Cancellation takes effect at the end of the current billing period; you keep access until then. Fees already paid are not refundable, and partial months are not prorated, except where required by law or stated in a signed agreement.

6.4 Price changes. Calliope may change prices or allowances on at least 30 days' notice by email or in the Service. The change applies at your next renewal after the notice period. If you do not agree, cancel before the change takes effect.

6.5 Failed payments. If a payment fails, Calliope may retry it, and may suspend or terminate your access until the balance is paid.

6.6 Disputed charges. Contact hello@calliopeflow.ai before disputing any charge with your card issuer; Calliope will work with you in good faith to resolve billing questions. If you dispute a charge that you authorized, including by describing it to your card issuer as fraudulent or unrecognized, Calliope may immediately close your account, decline any future online signup by you or your organization, and require a signed written agreement, invoice billing, and prepayment as a condition of any future use of the Service. You agree to reimburse Calliope for dispute fees and other costs it incurs as a result of a dispute that is resolved in Calliope's favor or that you withdraw.

6.7 Add-ons. Additional export, enrichment, or analysis capacity, additional seats, and add-on products are billed at the rates shown in the Service or in your signed agreement.

7. Suspension and Termination

7.1 By you. You may cancel your subscription at any time as described in section 6.3.

7.2 By Calliope, immediately. Calliope may suspend or terminate your account, any seat, or any feature, with or without notice, if Calliope reasonably believes that you have breached section 4, that your use presents a security, legal, or reputational risk to Calliope or to others, that a charge has been disputed as described in section 6.6, or that a payment is overdue. Calliope may also suspend access while it investigates suspected prohibited activity.

7.3 By Calliope, on notice. Calliope may otherwise terminate these Terms or discontinue the Service, or any part of it, on at least 30 days' notice. If Calliope terminates for convenience, it will refund any prepaid fees for the period after termination.

7.4 Effect. When your access ends, your license ends and you must stop using the Service and delete Content in your possession, except Content already embedded in deliverables you have provided to your own clients under section 3.3. Calliope may delete Your Data 30 days after your access ends, and has no obligation to retain it. No refund is owed for termination caused by your breach.

7.5 Survival. Sections 3.3, 4, 5, 6.6, 7.4, 7.5, and 8 through 15 survive termination.

8. Intellectual Property and Feedback

8.1 Calliope's property. The Service and the Content, including the software, models, signal and signature definitions, benchmarks, scores, entity-resolution and roll-up logic, the selection, coordination, arrangement, and enrichment of data, the user interface, and the Calliope, CalliopeFlow, CalliopeResearch, and Plan Sponsor Companion names and logos, are owned by Calliope or its licensors and are protected by copyright, trade secret, trademark, database, and other laws. Underlying government filings are public records; Calliope's compilation, enrichment, and derived data are not.

8.2 Marks. You may not use Calliope's names, logos, or trademarks, or describe yourself as a Calliope customer or partner in any public statement, without Calliope's prior written consent.

8.3 Feedback. If you give Calliope suggestions, ideas, or other feedback about the Service, Calliope may use them without restriction or obligation to you.

8.4 Third-party components. The Service uses third-party software and services, including payment processing, hosting, email delivery, contact enrichment, and large language models, each subject to its provider's terms.

9. Confidentiality and Privacy

9.1 Confidential information. Non-public aspects of the Service, including pricing not published on calliopeflow.ai, unreleased or beta features, methodology, roadmap information, and any information Calliope marks confidential, are Calliope's confidential information. You will use it only to use the Service and will not disclose it to anyone outside your organization.

9.2 Privacy. Calliope's Privacy Policy, published at app.calliopeflow.ai/privacy, describes how Calliope collects and uses personal information about you, and is part of these Terms. In summary, Calliope collects account and billing information, usage data, and the record of your acceptance of these Terms, and shares personal information only with service providers that help operate the Service (such as payment processing, hosting, email delivery, and AI model providers), as required by law, or in a business transfer.

9.3 Records of acceptance. Calliope records the date, time, IP address, browser, and version of the Terms accepted when you sign up or re-accept the Terms, and keeps that record for the life of your account and as long afterward as the law requires.

9.4 Electronic communications. You agree to receive notices, invoices, and other communications about the Service electronically, by email to the address on your account or in the Service.

10. Disclaimers

10.1 THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, CALLIOPE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND TIMELINESS, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

10.2 CALLIOPE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY CONTENT, SIGNAL, BENCHMARK, PREDICTION, CONTACT DETAIL, OR AI-GENERATED OUTPUT IS ACCURATE, CURRENT, OR COMPLETE; OR THAT USE OF THE SERVICE WILL PRODUCE ANY PARTICULAR BUSINESS RESULT, SALE, OR OUTCOME.

10.3 YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICE AND CONTENT, INCLUDING ANY DECISION YOU MAKE, ANY STATEMENT YOU MAKE TO A CLIENT, PROSPECT, PLAN SPONSOR, OR REGULATOR, AND ANY DELIVERABLE YOU PREPARE USING CONTENT.

10.4 Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

11. Limitation of Liability

11.1 TO THE FULLEST EXTENT PERMITTED BY LAW, CALLIOPE AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR COMMISSIONS, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR THE CONTENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 TO THE FULLEST EXTENT PERMITTED BY LAW, CALLIOPE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR THE CONTENT WILL NOT EXCEED THE FEES YOU PAID TO CALLIOPE IN THE THREE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS IF YOU HAVE PAID NO FEES.

11.3 These limitations are an essential basis of the bargain between you and Calliope and apply even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited by law, including liability for fraud or wilful misconduct.

12. Indemnification

12.1 You will defend, indemnify, and hold harmless Calliope and its members, managers, employees, contractors, licensors, and suppliers from and against all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your use of the Service or Content; (b) any breach of these Terms by you or anyone using your account, including any breach of section 4; (c) any deliverable, statement, or communication you make to a client, prospect, plan sponsor, regulator, or other third party that uses or refers to Content; (d) Your Data; or (e) your violation of any law or of any third party's rights.

12.2 Calliope may assume the exclusive defense and control of any matter subject to indemnification, at your expense, and you will cooperate with that defense. You will not settle any such matter in a way that admits fault by or imposes obligations on Calliope without Calliope's written consent.

13. Governing Law, Dispute Resolution and Class Waiver

13.1 Governing law. These Terms are governed by the laws of the State of Maine and the federal laws of the United States, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Informal resolution first. Before starting any formal proceeding, the party raising a dispute will send written notice describing it to the other party (to Calliope at hello@calliopeflow.ai; to you at your account email), and the parties will try in good faith to resolve it within 30 days.

13.3 Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Portland, Maine, or by video conference if the parties agree. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this section.

13.4 Exceptions. Either party may bring an individual claim in small-claims court. Calliope may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop a breach of section 4 or section 8, or unauthorized access to the Service, without first using the procedures in 13.2 and 13.3.

13.5 Class and jury waiver. ANY PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. If the class waiver is found unenforceable as to a particular claim, that claim must be brought in the state or federal courts located in Cumberland County, Maine, and each party consents to their jurisdiction.

13.6 Time limit. Any claim arising out of or relating to these Terms or the Service must be brought within one year after it arises, or it is permanently barred, except where the law does not allow this limit.

14. Changes to the Service and these Terms

14.1 Service changes. Calliope may add, change, or remove features, data sources, allowances, and integrations at any time. Calliope will try to give reasonable notice of changes that materially reduce the Service.

14.2 Terms changes. Calliope may update these Terms. For a material change, Calliope will give at least 15 days' notice by email or in the Service before it takes effect, and will post the new version with a new effective date at app.calliopeflow.ai/terms. Calliope may also ask you to accept the new version the next time you sign in. Your continued use of the Service after the effective date is acceptance of the new Terms. If you do not agree, cancel before that date.

14.3 Prior versions. Calliope keeps every published version of these Terms and can provide the version you accepted on request.

15. General

15.1 Entire agreement. These Terms, the Privacy Policy, and any signed agreement between you and Calliope are the entire agreement about the Service and supersede all prior or contemporaneous understandings. Terms in a purchase order or other document you send do not apply.

15.2 Assignment. You may not assign or transfer these Terms or your account without Calliope's written consent. Calliope may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

15.3 No waiver; severability. Calliope's failure to enforce a provision is not a waiver of it. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of the Terms remain in effect.

15.4 Force majeure. Calliope is not liable for any delay or failure caused by events beyond its reasonable control, including outages of third-party hosting, data, payment, or AI providers, and changes in government data publication.

15.5 Notices. Notices to Calliope must be sent to Calliope LLC, hello@calliopeflow.ai, with a copy to the mailing address published on calliopeflow.ai. Notices to you may be sent to your account email or shown in the Service, and are effective when sent.

15.6 Export and sanctions. You will not use the Service in violation of U.S. export control or sanctions laws, and you represent that you are not located in, or a national of, an embargoed country and are not on any U.S. government restricted-party list.

15.7 Independent parties; no third-party beneficiaries. The parties are independent contractors. These Terms create no partnership, agency, or fiduciary relationship, and give no rights to any third party.

15.8 Electronic acceptance. You agree that checking the acceptance box, clicking a button, or using the Service is an electronic signature with the same effect as a handwritten one, and that these Terms and the record of your acceptance may be kept and produced electronically.

15.9 Contact. Questions about these Terms: hello@calliopeflow.ai.