Talys Health Terms of Use

Effective date: September 1, 2026

Talys Health, Inc. ("Talys," "we," "our") provides an AI-powered platform that helps hospitals and health systems manage external spend and realize savings (the "Platform"). These Terms of Use (these "Terms") govern your use of our public website. They are a contract between you and Talys.

1. Your agreement to these Terms

By accessing or using the Site, you agree to these Terms. If you do not agree to them, please do not use the Site.

You represent that you have the legal capacity to enter into this agreement and that you are not barred from doing so under any applicable law.

2. Platform access is governed separately

Talys works with organizations, not with individuals, and only under a signed agreement, which may include a master service agreement, order forms, statements of work, security exhibits, and a business associate agreement (together, a "Customer Agreement"). Nothing on the Site is an offer of service to an individual, and no one obtains access to the Platform or to any other Talys service by using the Site or by agreeing to these Terms.

Where Talys provisions Platform access for a customer's personnel, it does so only under a Customer Agreement, and the individual's use of the Platform is governed by separate Platform User Terms presented at that time. Nothing in these Terms amends, replaces, or merges with any Customer Agreement, and nothing in these Terms limits any obligation Talys owes a customer under one.

Where Talys has made a written commitment to a customer outside a signed agreement, for example in a completed security questionnaire, that commitment remains binding on Talys according to its terms, and these Terms do not reduce it. That does not extend to a statement Talys has since corrected or superseded in writing, and where such a commitment conflicts with the customer's signed agreement, the signed agreement controls unless it says otherwise.

3. The Site

"Site" means talyshealth.com and trust.talyshealth.com, our public Trust Center. It does not include the Platform, and it does not include any third-party website we link to, even where that site carries our name or branding.

Talys owns or licenses the Site and its contents, including text, graphics, logos, images, and downloadable materials. You may view the Site and use its contents to learn about Talys, evaluate our services, apply for a job, or report on us. Any other use, including republication, redistribution, or commercial exploitation, needs our prior written permission. The "Talys" and "Talys Health" names and logos may not be used without our permission.

4. Site rules

When using the Site, you agree not to:

• probe, scan, disable, or circumvent its security or access controls, other than good-faith security research conducted under Section 7;
• scrape or bulk-harvest its content through automated tools operating outside the interfaces we publish;
• misrepresent your identity or your affiliation with any organization;
• interfere with the Site's operation or with anyone else's use of it; or
• use the Site for any unlawful purpose.

Please do not submit protected health information or other sensitive personal information through the Site. It is not designed or intended to receive it, and it is not the route by which Talys receives customer data.

5. What you send us

If you submit information through a Site form, for example a demo request or a job application, we use it to respond to you and to operate our business, as described in our Privacy Policy.

If you volunteer suggestions, ideas, or other feedback about Talys, the Site, or the Platform ("Feedback"), we may use that Feedback without obligation or compensation to you. Feedback does not include, and this section grants us no rights in, any customer data, protected health information, Platform content, or anything submitted to us in the course of a customer engagement. Rights in those are governed solely by the applicable Customer Agreement.

6. Our security and availability commitments

Talys maintains an information security program covering the Platform and the data entrusted to it, including access control, encryption, logging and monitoring, vulnerability management, vendor risk management, and incident response. The current description of that program, together with our compliance status and the assurance documents we make available, is published at trust.talyshealth.com and is updated as the program changes.

The specific security, confidentiality, availability, and service-level commitments Talys makes to a customer are set out in that customer's Customer Agreement, in any other written commitment Talys has made to that customer, and, where protected health information is involved, in the business associate agreement. Those commitments run to the customer organization.

These Terms make no availability or performance commitment about the Site itself. The Site is informational, and we may change, suspend, or discontinue any part of it at any time.

7. Reporting security issues and concerns

If you believe you have found a security vulnerability affecting the Site or the Platform, please report it to privacy@talyshealth.com rather than exploiting it or disclosing it publicly. We will acknowledge your report and investigate it. Good-faith security research will not be the subject of legal action by Talys where you report it promptly through this route, do not access anyone else's data, do not degrade or disrupt the Site or the Platform, and go no further than needed to demonstrate the issue.

Questions, support requests, and complaints about our services go to support@talyshealth.com. Concerns about the security, confidentiality, integrity, or availability of our services can be raised at either address and we will route them internally. Customers should additionally use the contact route in their Customer Agreement. Our support page at talyshealth.com/support lists these routes.

8. Privacy

Our Privacy Policy, at talyshealth.com/privacy, describes how we handle personal information collected through the Site and the Platform. It is a separate document and is not incorporated into these Terms.

Talys handles protected health information only as a business associate of its healthcare customers under HIPAA, governed by the business associate agreement with each customer. Requests from patients about their own health information must go to their healthcare provider, not to Talys.

9. Informational content only

Site content, including blog posts, case studies, savings figures, and Trust Center materials, is general information about Talys and its services. It is not financial, legal, or clinical advice, and it is not a promise of results for any organization. Any statement about outcomes reflects a particular engagement and does not predict yours. We may change or remove Site content at any time and, apart from the security program description covered by Section 6, do not commit to keeping any part of it current.

10. Third-party sites

The Site links to third-party websites and resources that we do not control. We are not responsible for their content, products, or practices, and a link is not an endorsement. Your use of a third-party site is governed by that site's own terms.

11. Disclaimers

The Site is provided "as is" and "as available," without warranties of any kind, express, implied, statutory, or otherwise, to the maximum extent permitted by law. This includes any implied warranty of merchantability, fitness for a particular purpose, accuracy, or non-infringement, and any warranty that the Site will be uninterrupted, timely, secure, or error-free.

This section does not disclaim any warranty or commitment Talys has made to a customer in a Customer Agreement.

12. Limitation of liability

To the maximum extent permitted by law:

• Neither Talys nor its affiliates, officers, directors, employees, agents, or service providers will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, or loss of goodwill, arising out of or relating to these Terms or your use of the Site; and
• the total aggregate liability of Talys and those parties, for all claims arising out of or relating to these Terms or your use of the Site, will not exceed one hundred US dollars (US $100).

These limits apply however the claim arises, whether in contract, tort, or otherwise, and even if a remedy fails of its essential purpose. They do not apply to liability that cannot lawfully be limited. They limit only liability arising from Site use: they do not limit, cap, or affect any liability, remedy, or cap agreed with a customer in a Customer Agreement.

13. Suspension of access

We may restrict, suspend, or terminate your access to the Site at any time, including where we reasonably believe you have broken the rules in Section 4.

14. Changes to these Terms

We may update these Terms. When we do, we will post the updated version at talyshealth.com/terms with a new effective date. The updated Terms take effect when posted and apply to your use of the Site from that point forward. They do not apply retroactively to earlier use. Please check the effective date when you visit.

Changes to the Platform User Terms are handled separately, under those terms.

15. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Site will be brought exclusively in the state courts located in Delaware, or in a federal court located in that state where that court has subject-matter jurisdiction, and you and Talys consent to the personal jurisdiction of those courts.

Nothing in this section alters any dispute-resolution terms agreed between Talys and a customer in a Customer Agreement.

16. Copyright

If you believe material on the Site infringes your copyright, email privacy@talyshealth.com with enough detail for us to locate the material and evaluate the claim, including your contact information and a description of the work you say has been infringed. We may remove or disable access to material we determine to be infringing.

17. Notices

Legal notices to Talys must be sent to privacy@talyshealth.com and are deemed received on the next business day after transmission. Talys may give you notice by posting on the Site or, where we have your address, by email. Talys may designate a different notice address by updating this section.

18. General

• Entire agreement. These Terms are the entire agreement between you and Talys about your use of the Site, and they replace any earlier version. They do not affect any Customer Agreement or the Platform User Terms.
• No third-party beneficiaries. These Terms create no rights in anyone other than you and Talys, except that the affiliates, officers, directors, employees, agents, and service providers named in Section 12 may enforce that section.
• Assignment. You may not assign these Terms. Talys may assign them to an affiliate, or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, including by operation of law.
• Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will stay in effect.
• No waiver. Our delay or failure to enforce a provision is not a waiver of it, and no single waiver waives any other provision.
• Force majeure. Neither party is responsible for a delay or failure caused by an event beyond its reasonable control, provided it notifies the other party where practical and takes reasonable steps to mitigate. This does not excuse any obligation to protect data or to give notice of a security incident.
• Export and sanctions. You may not access or use the Site in violation of US export-control or sanctions laws, and you represent that you are not a person with whom US persons are prohibited from dealing.
• Headings. Section headings are for convenience and do not affect interpretation.

19. Contact

Talys Health, Inc.
Support: support@talyshealth.com
Security, privacy, and legal notices: privacy@talyshealth.com