Terms of Service

1. About Contract X-Ray

Contract X-Ray is a service of Nautilus Health Institute, a 501(c)(3) nonprofit organization. Our mission is to advance transparency and fiduciary accountability for employer plan sponsors by providing independent, standards-based analysis of benefits contracts.

Contract X-Ray evaluates benefits contracts against Fiduciary-Aligned Contract Standards and delivers scored analysis to help employer plan sponsors understand their contractual protections, identify gaps, and support renegotiation or procurement decisions. The service applies to pharmacy benefit manager (PBM) contracts and will extend to other benefits contract types as the platform grows.

Employer-initiated submissions are processed under Track B of the Contract X-Ray evaluation model, described in the Contract X-Ray Governance Charter. These Terms govern Track B submissions. They do not govern PBM voluntary participation in Track A, which the PBM Participation Agreement addresses.

2. Who these Terms apply to

These Terms apply to anyone who submits a benefits contract for analysis or uses Contract X-Ray services. Two scenarios are common. Both are covered here.

Employer Direct

You are the employer plan sponsor or an authorized representative of the organization whose contract is being submitted. You have direct access to the contract through your own records or procurement process. You are submitting for your own benefit to evaluate, renegotiate, or benchmark your current PBM arrangement. By submitting, you represent you have the legal right to share the contract for this purpose.

Advisor or Consultant

You are a benefits advisor, benefits consultant, or other representative submitting on behalf of an employer plan sponsor client. You have obtained the contract through your client relationship, a FOIA or public records request, or other authorized channel. By submitting, you represent you have your employer client's authorization to submit this contract for analysis on their behalf. You further represent that the submission does not violate any confidentiality agreement you have signed with the PBM or any other party. Your use of the analysis after delivery is governed by the Nautilus Advisor Acceptable Use Guidelines. Accepting these Terms constitutes your acknowledgment of those guidelines.

If you are unsure which scenario applies to you, or if your situation does not fit either description, contact Nautilus before submitting.

3. What you are sharing

When you submit a contract, you provide your contract documents, your contact information, and, for Premium tier submissions, payment details processed by Stripe. The Contract X-Ray Privacy Policy describes exactly what we collect, how we use it, who processes it, and how we protect it. The Privacy Policy is incorporated into these Terms by reference.

You represent that the submitted contract is the actual agreement as executed or offered, and that you have not altered it in a way that would misrepresent its terms for scoring purposes.

4. Your responsibilities

Authority to submit

You confirm you have the legal authority to share this contract with Nautilus for analysis. One of the following is true:

• You are the employer plan sponsor or an authorized officer of the sponsoring organization.
• You are an advisor or representative who has received explicit authorization from the employer plan sponsor to submit this contract on their behalf.
• The contract was obtained through a FOIA or public records request, and its status as a public record gives you the right to share it for analysis.

Confidentiality obligations you may have

Many PBM contracts contain confidentiality clauses that restrict sharing contract terms with third parties. Before submitting, confirm your submission is permitted under any confidentiality provisions that bind you. Nautilus treats all submitted contract materials as confidential and will not disclose them to PBMs or any other third party, but that does not affect your own obligations under any agreement you have signed.

If you are an employer who believes your PBM contract prohibits this submission, we recommend consulting legal counsel before proceeding. If you are an advisor, confirm with your client that submission is authorized and that any confidentiality obligations you signed with the PBM permit sharing with a nonprofit analysis service.

Accurate representation

Submit the complete contract. Do not omit schedules, exhibits, or rate sheets that are part of the agreement. Incomplete submissions produce incomplete scores. If certain documents are not available, Nautilus applies the missing document scoring rules described in the methodology.

5. How Nautilus uses your contract

Your contract stays confidential

Nautilus treats all submitted contract materials as confidential. The underlying contract, its pricing terms, its provisions, and any commercially sensitive language will not be shared with the PBM, with competitors, with advisors outside your engagement, or with any other third party. This applies whether the employer submitted the contract directly or an advisor submitted it on the employer's behalf.

License and purpose

You grant Nautilus a limited license to use your submitted contract solely to conduct the Contract X-Ray analysis, deliver the resulting reports to you, and maintain the internal scoring records, audit trail, and human calibration files that support the methodology, and for no other purpose. Nautilus does not use your submission to automatically train a model. The Privacy Policy governs the handling, storage, and retention of your materials.

Scores and derived data

Scores, tier designations, and analytical outputs derived from contract evaluations are the work product of Nautilus's independent analysis. They do not contain or reveal your contract's specific terms, pricing, or commercially sensitive provisions.

Nautilus may incorporate scores and derived data, without identifying you or your confidential information, into Market Analytics and Market Reports. Market Analytics are aggregate statistics computed from the evaluated contract population. Market Reports are published outputs built from those statistics, such as the CAA 2026 Readiness Report. Neither contains your contract language, pricing terms, or any information that identifies you or your organization. Coalition and association partners who license Market Analytics and Market Reports from Nautilus receive the same: statistics and published outputs, never underlying confidential information.

6. Your reports and how you may use them

The reports Nautilus delivers from your submission, including the Contract Scorecard, Negotiation Report, Remediation Report, Comparison Report, Executive Brief, and Data Sovereignty Score, are your property. As the employer plan sponsor, you own the reports produced from your contract, including when an advisor submits on your behalf.

You may use your reports for any business purpose, including evaluating your contract, negotiating with your PBM, and informing procurement decisions. You may share them with your advisors, your counsel, and your internal stakeholders.

Public republication of a score as a Nautilus rating requires written consent. You may not publicly present or publish a Contract X-Ray score as a Nautilus rating, endorsement, or certification of your PBM without Nautilus's written consent. The consent path follows the same process as public disclosure under the CAA 2026 Readiness Report. This protects the integrity of the score and the neutrality of the methodology. It does not restrict your private use of the report in negotiation or procurement.

Accuracy and integrity. Each report reflects the contract as submitted on the report date. You may not alter a report, misrepresent its findings, or present a modified or outdated report as a current Nautilus analysis.

Advisor use. If you are an advisor, your use of a client's report, including any use in marketing or client outreach, is governed by the Nautilus Advisor Acceptable Use Guidelines and requires the client's consent.

7. What the analysis is and is not

Contract X-Ray analysis is for informational and educational purposes only. It does not constitute legal advice, financial advice, compliance guidance under applicable law and CAA 2026, or a professional recommendation. A low score does not mean your PBM is acting in bad faith. A high score does not mean your plan is legally protected. Before making significant plan decisions based on a Contract X-Ray analysis, consult qualified benefits counsel.

Contract X-Ray scores reflect contract language at the time of analysis. A score tells you what your contract explicitly commits your PBM to do. It does not tell you how the PBM performs operationally, what the PBM's service quality is, or whether the PBM is a good fit for your plan.

A Contract X-Ray score is not:

• A recommendation to hire, retain, or terminate any PBM.
• A determination that any provision is legal or illegal under applicable law.
• A representation that your plan is or is not in compliance with its fiduciary obligations.
• Legal advice of any kind. Nautilus is not a law firm, and the analysis is not attorney-client communication.

A Contract X-Ray score is:

• An independent analytical opinion based on published methodology applied to your submitted materials.
• A point-in-time evaluation of the specific documents submitted on the analysis date.
• A starting point for informed dialogue with your PBM, benefits advisor, and legal counsel.

8. Data handling and retention

Nautilus's data practices, including what we collect, how we use it, our sub-processors, our security measures, and how long we keep your data, are described in the Contract X-Ray Privacy Policy, incorporated into these Terms by reference. In summary, we do not run a fixed deletion clock on your submitted materials, and we delete them within 30 days of your request, except where retention is required by applicable law or active legal proceedings. To request deletion, contact Nautilus.

9. Disclaimer and limitation of liability

Contract X-Ray is provided on an as-is basis. Nautilus makes no warranty, express or implied, regarding the completeness, accuracy, or fitness for any particular purpose of any score, report, or analysis. The evaluation reflects Nautilus's independent analytical opinion as of the analysis date.

Contract X-Ray is provided on a reasonable-efforts basis by a nonprofit organization. Nautilus does not warrant that the service will be available without interruption, error, or delay. We will make reasonable efforts to maintain availability and communicate planned downtime, but we make no uptime guarantees.

Nautilus's total aggregate liability for any and all claims under these Terms shall not exceed one hundred dollars ($100). Nautilus is not liable for any indirect, incidental, consequential, or punitive damages, including lost profits, loss of business opportunity, or reputational harm, even if advised of the possibility of such damages.

This limitation reflects the nonprofit, public benefit nature of the service. Contract X-Ray is provided in furtherance of Nautilus's educational mission to advance fiduciary accountability for employer plan sponsors. It is not a commercial service.

10. Updates to these Terms

Nautilus may update these Terms from time to time to reflect changes in the service, the law, or our governance practices. When we make material changes, we will post the updated Terms at contractxray.com and www.nautilushealth.org and update the effective date. Continued use of Contract X-Ray after the updated Terms take effect constitutes acceptance of the changes.

The Contract X-Ray Governance Charter, which describes the evaluation model, standards governance, and dispute process, is updated separately on the schedule described in the Charter. Material Charter changes that affect employer rights will be communicated directly to active submission contacts.

11. General terms

• Governing law: these Terms are governed by the laws of the State of Washington without regard to conflict of law principles.
• Entire agreement: these Terms, together with the Contract X-Ray Governance Charter and the Contract X-Ray Privacy Policy, each incorporated by reference, constitute the complete agreement between you and Nautilus regarding your use of Contract X-Ray for Track B analysis.
• Severability: if any provision of these Terms is found unenforceable, the remaining provisions continue in full force.
• Dispute resolution: if a dispute arises out of or relating to these Terms or the Contract X-Ray service, the parties will first attempt to resolve it informally by contacting Nautilus. If the dispute is not resolved within 30 days, either party may submit it to non-binding mediation before a single mediator under JAMS mediation rules, with costs shared equally. Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction where necessary to prevent irreparable harm.
• No waiver: Nautilus's failure to enforce any provision of these Terms does not waive its right to do so in the future.
• Electronic acceptance: checking the acceptance box on the Contract X-Ray intake form constitutes a legally binding acceptance of these Terms to the same extent as a written signature.
• Contact: questions about these Terms: info@nautilushealth.org