Participating Provider Terms of Service

These Terms of Service (“Terms”) apply to your use of Stellar Health’s software platform (“Stellar Application”). By “Provider,” we mean you—the individual or entity using the Stellar Application under an agreement (“Agreement”) with The Stellar Health Group, Inc. (“Stellar”).

Stellar owns the Stellar Application.

When we say you have access, that includes your employees and contractors who become Authorized Users (defined below).

These Terms are incorporated into the Agreement.

Scope of Services
1. Starting on the launch date we agree to in writing (email is acceptable) (“Launch Date”), Stellar will give access to the Stellar Application to your employees, individual contractors, and—with Stellar’s prior written approval—entity contractors. To become an “Authorized User,” each person must: (i) complete Stellar’s registration and accept the Stellar Application Terms & Conditions; and (ii) if they will receive Stellar Value Units (SVU) payments directly (see Section I.e below), sign an agreement with Stellar to submit data regarding Actions (as defined below) through the Stellar Application and receive SVU payments, plus provide a completed IRS Form W-9 to Stellar. Entity contractors must meet Stellar’s then-current requirements for entity access. Authorized Users and entity contractors must stay in compliance to keep their access.
2. The Stellar Application will show you value-based care activities (“Actions”) designed to improve patient care quality and coordination, along with the payments for completing them (“SVUs”). Stellar can change the SVU amounts and available Actions at any time. SVU payments are subject to Stellar’s audits. If Stellar finds a payment was made in error, Stellar can recoup it—including by offsetting future SVU payments.
3. Stellar will calculate SVU earnings and report them to relevant third-parties like health insurers and other healthcare entities.
4. Unless Section I.e applies, Stellar will pay SVUs to Provider monthly (or more often if Stellar chooses).
5. Stellar and Provider may agree in writing (including via email or the Enrollment Form) that Stellar will pay some or all SVUs directly to Authorized Users instead of to Provider. This only applies if the Authorized User has: (i) signed an agreement with Stellar to submit Action data and receive SVU payments, and (ii) provided a W-9 to Stellar. Either party can modify this arrangement by written agreement (email works). Provider is responsible for notifying Authorized Users of any changes.
6. Even if we’ve agreed to pay SVUs directly to Authorized Users, Stellar can stop doing so if a health insurer or other healthcare entity directs us to pay the Provider (or a network/physician organization) instead. If this happens, Stellar will give written notice to Provider and the affected Authorized Users before the change takes effect.
7. Stellar or the health insurer will file 1099s and other required tax forms for whoever receives SVU payments from Stellar—whether that’s Provider or Authorized Users.
8. Provider agrees that Authorized Users receiving SVU payments from Stellar are independent contractors—not employees—of Stellar. Nothing in this Agreement makes Stellar anyone’s employer.
9. Stellar is not liable if a health insurer or other healthcare entity fails to fund SVU payments. Stellar only pays SVUs from what Stellar actually receives—if funding is short due to a third party’s failure to pay, Stellar has no obligation to cover the gap. Provider must seek SVU payments from Stellar first, and may only pursue the health insurer or healthcare entity directly if Stellar hasn’t received sufficient funding from them.
Obligations
1. Provider is responsible for making sure all Authorized Users comply with this Agreement. Provider is liable for how its employees, contractors, and any approved entity contractors use the Stellar Application. Provider designates each Authorized User as its agent for purposes of receiving notices and communications from Stellar, and notice delivered to any Authorized User constitutes notice to Provider.
2. Provider will use commercially reasonable efforts to make sure Authorized Users and approved entity contractors follow the Stellar Application Terms & Conditions.
3. Provider must implement procedures to protect passwords, require Authorized Users to protect theirs, and prevent password sharing (including between Authorized Users).
4. Provider must promptly notify Stellar when an Authorized User’s employment or contractor status changes in a way that should affect their access. Provider is responsible for any access that continues after such a change.
5. If you access the Stellar Application through an EHR (e.g., Epic or VIM) or use Stellar’s EHR integration service, then (i) you consent to the Stellar reading and writing data, whether directly or indirectly, to/from your EHR software including any secondary use or access to the data; and (ii) if this lets your employees or contractors access the Stellar Application without individually accepting the Stellar Application Terms and Conditions, you accept on their behalf that they become Authorized Users, and you are fully responsible for their compliance.
Data
Stellar may use Provider data to comply with applicable laws, operate the Stellar Application, and perform its obligations to health plans and other healthcare entities that work with Stellar and Provider. Upon termination of the Agreement, Stellar may retain Provider data as required by applicable law, regulation, or Stellar’s contractual obligations to health plans and other healthcare entities. Any protected health information exchanged between the parties will be governed by a Business Associate Agreement, whether executed directly between Stellar and Provider or between Stellar and a health plan that covers data exchanged between Stellar and Provider.
Compliance
1. Both parties will protect individually identifiable health information as required by: (a) HIPAA, the HITECH Act, and their implementing regulations (45 C.F.R. Parts 160 and 164); and (b) applicable state privacy and data protection laws.
2. To the best of each party’s knowledge after reasonable inquiry, each party represents that it: (i) has not and will not engage in activities prohibited under federal Medicare exclusion statutes (42 U.S.C. §§ 1320a-7, 1320a-7a) or similar state laws; and (ii) has not and will not knowingly engage in activities prohibited under federal Medicare fraud statutes (42 U.S.C. § 1320a-7b) or similar state laws. Each party certifies that, in performing under this Agreement, it will not violate the federal Anti-Kickback Statute, Stark Law, False Claims Act, or similar state laws.
Intellectual Property
Each party keeps ownership of its own intellectual property. This Agreement doesn’t grant either party any rights to the other’s IP except as expressly stated. Neither party will do anything to claim rights in the other’s IP. For clarity: Provider gets no ownership or IP rights in the Stellar Application.
Indemnification
Each party will indemnify, defend, and hold harmless the other party (and its directors, officers, agents, employees, and representatives) from third-party claims arising from: (a) the indemnifying party’s failure to perform under this Agreement; or (b) the indemnifying party’s wrongful or negligent acts related to this Agreement. This includes all losses, costs, damages, and attorneys’ fees. Each party’s indemnification obligations are reduced to the extent the indemnified party’s gross negligence or willful misconduct caused or contributed to the claim. Additionally, Provider will indemnify and defend Stellar from any malpractice claims against Provider or its personnel, and must maintain adequate malpractice and other insurance. This section survives termination.
Termination
The Agreement may be terminated: (i) at any time by written mutual consent of the parties, (ii) by either party with 30 days’ written notice.; or (iii) by Stellar immediately with respect to any health insurer or healthcare entity that fails to fund SVUs.
Miscellaneous
1. This Agreement is governed by the laws of the state where Provider’s main office is located (without regard to conflict-of-law rules), except where federal law preempts.
2. Any disputes under this Agreement will be resolved exclusively in state or federal courts where Provider’s main office is located. Each party waives any objection to venue in those courts.
3. Notices may be sent to the address in the Agreement (or a new address designated by notice) by: (i) fax, email, registered/certified mail, or delivery service with receipts; or (ii) personal delivery. Notices are effective: (i) when sent by fax or email; (ii) on the date shown on the mail/delivery receipt; or (iii) when personally delivered.
4. Each party will promptly take any additional actions and sign any documents reasonably needed to carry out this Agreement.
5. If any part of this Agreement is found unenforceable, the rest remains in effect.
6. Waiving one breach doesn’t waive future breaches. Accepting performance doesn’t waive prior breaches (except for the specific duty performed), even if the accepting party knew about the prior breach.
7. This Agreement is the entire agreement on this subject and replaces all prior agreements, written or oral. If a Business Associate Agreement exists between the parties, whether executed before, concurrently with, or after this Agreement, the Business Associate Agreement controls in the event of any conflict.
8. The parties are independent contractors. Neither is an agent of the other.
9. This Agreement benefits only the parties—there are no third-party beneficiaries, including Authorized Users.
10. This Agreement may be signed in counterparts (including by fax, email, or electronic signature), each of which is part of the same agreement. Electronic signatures have the same effect as handwritten signatures.
11. Stellar may amend these Terms at any time by providing notice to Provider. If Provider has designated an email address for notices in the Agreement, Stellar will provide notice to that email address; otherwise, Stellar may provide notice through the Stellar Application. Notice provided through the Stellar Application to any Authorized User constitutes notice to Provider. Changes required by law, regulation, or healthcare compliance requirements take effect immediately upon notice; all other changes take effect 30 days after notice. Provider’s continued use of the Stellar Application after the effective date constitutes acceptance of the amended Terms.
12. Assignment. Provider may not assign this Agreement or any rights under it without Stellar’s prior written consent. Stellar may assign this Agreement to any affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without Provider’s consent. Any attempted assignment in violation of this section is void.
13. Limitation of Damages. Neither party will be liable for any indirect, incidental, consequential, special, or punitive damages, or for lost profits, lost revenue, lost data, or reputational harm, arising out of or relating to this Agreement, even if advised of the possibility of such damages. This limitation does not apply to: (a) a party’s indemnification obligations under Section VI; (b) a party’s breach of confidentiality obligations; or (c) damages arising from a party’s willful misconduct.
14. Jury Trial Waiver. Each party waives any right to a jury trial in any proceeding arising out of or relating to this Agreement. Each party acknowledges this waiver is knowing and voluntary.
Medicaid Managed Care Incentive Payment Requirements – 2026 Addendum
1. Scope
  This Section IX is effective December 31, 2025, and applies to Providers participating in Medicaid Managed Care Provider Incentive programs for the performance period beginning on January 1, 2026, and ending on December 31, 2026.
2. 2026 Medicaid Incentive Payment Standards
  1. Clinical Quality Metrics: Provider must achieve objectively measurable standards through completion of value-based care Actions as identified and documented as completed in the Stellar Application, including:
    1. Annual Wellness Visits: Successfully completing annual wellness visits for attributed patients
    2. Preventive Screenings: Completing applicable preventive screenings (colorectal cancer, diabetic eye exams, breast cancer screenings, depression, etc.) for attributed patients as identified through care gap closure activities
    3. Diagnosis Assessments: Conducting comprehensive diagnosis assessments and care gap closure activities for attributed patients
    4. Care Coordination Activities: Engaging patients and coordinating care as documented through completed Actions in the Stellar Application
    5. Application Engagement: Actively using the Stellar Application to identify and complete available Actions for attributed patients
  2. Performance Standard: Successful completion of each Action as documented in the Stellar Application by Provider personnel, medical records review, EHR integration, or other data verification methods.
3. Documentation and Compliance
  1. Stellar’s Documentation Obligations: Stellar will maintain all documentation required to demonstrate Provider’s achievement of the clinical quality metrics and the associated provider incentive earnings.
4. Payment Structure
  1. SVU payments for Medicaid-funded incentive programs will be calculated as follows:
    1. Base SVU Payments: Dollar amounts per completed Action as specified in the Stellar Application at the time the Action becomes available in the Stellar Application, with amounts determined based on clinical complexity and steps required to achieve the clinical goal
    2. Bonus Challenges: Additional fixed dollar amounts for completing specified numbers of Actions within defined timeframes, with specific bonus amounts and requirements communicated through the Stellar Application when activated to incentivize provider engagement
    3. SVU Boosts: Percentage increases applied to base SVU amounts for completing specific care gap closure activities, with boost percentages communicated through the Stellar Application when activated to incentivize provider engagement with the Stellar Application and/or to drive improvement in high-priority quality measure areas
    4. Payment Timing: SVU payments are made monthly within 30 days following the end of each calendar month in which Actions are completed in the Stellar Application
    5. Payment Verification: All payment amounts will be clearly displayed in the Stellar Application at the time Actions are available, ensuring verifiable dollar amounts are directly linked to specific clinical metric achievement in advance of Action activation and completion
5. Regulatory ComplianceThis Addendum is intended to comply with 42 CFR § 438.3(i)(3) for Medicaid managed care incentive payments.
StellarAssist
1. Applicability. This Section X applies only if Provider enrolls in StellarAssist automated patient outreach by signing an Additional Services Enrollment Order Form or other written agreement with Stellar.
2. Provider Representations and Responsibilities. Provider represents that:
  1. Each patient on any list provided to Stellar for StellarAssist outreach: (A) is an existing patient of Provider or is attributed to Provider through a health plan, ACO, or similar arrangement; and (B) has an established healthcare relationship with Provider.
  2. Provider has obtained prior express consent to contact each patient on any list provided to Stellar for StellarAssist outreach by telephone for healthcare purposes, including appointment scheduling and wellness reminders. Such consent may be established by: (A) the patient having provided their phone number directly to Provider in connection with the patient’s healthcare; (B) the patient having provided their phone number to a health plan or other healthcare entity that obtained consent for Provider to use the number for healthcare communications; or (C) other documented consent that satisfies applicable federal and state telecommunications laws.
  3. Provider shall exclude patients who have opted out of contact from any lists provided to Stellar.
3. Compliance Obligations.
  1. Provider acknowledges that StellarAssist communications are subject to the TCPA, FCC regulations, and state telecommunications laws (which may be more restrictive than federal law).
  2. Provider is responsible for ensuring that it has obtained and maintains valid prior express consent for each patient contacted through StellarAssist, and that its use of StellarAssist—including the patient data and phone numbers it provides—complies with all applicable federal and state telecommunications laws where patients are located.
  3. Provider shall exclude patients who have opted out of contact or revoked consent from any lists provided to Stellar.
  4. Stellar will design and operate StellarAssist to support compliance with applicable federal and state telecommunications laws, including opt-out mechanisms, do-not-call lists, and calling hour restrictions.
  5. Provider shall promptly notify Stellar of any patient opt-out requests received, which Stellar shall honor in accordance with applicable law.
Effective: 6 March 2026