This Mabel Subscription Agreement (this “Subscription Agreement”) governs the products and services provided by Calyx Health, Inc. d/b/a Mabel, a Delaware corporation (“Mabel”), to the customer identified on an executed Order Form (“Partner”, and together with Mabel, the “Parties”).
1. Agreement Structure; Order Forms
1.1 The Agreement. Each Order Form executed by the Parties, together with this Subscription Agreement, forms a single agreement between Mabel and Partner (the “Agreement”), effective as of the date the Order Form is executed by both Parties (the “Effective Date”). The Parties may add products or services at any time by executing a new Order Form or by placing an Additional Order under Section 1.5. Unless it states otherwise, each Order Form stands on its own, with its own term and fees, and termination or expiration of one Order Form does not affect any other Order Form. References in this Subscription Agreement to “the Agreement” mean, with respect to each Order Form, the Agreement formed by that Order Form.
1.2 Order of Precedence. If there is a conflict among the documents comprising the Agreement, the following order of precedence applies: (a) modifications to this Subscription Agreement expressly set forth in an executed addendum or amendment to an Order Form (an “Order Form Addendum”), which control over any conflicting provision of this Subscription Agreement; (b) the Order Form, including any Additional Orders under it; and (c) this Subscription Agreement.
1.3 Versions; Updates. The version of this Subscription Agreement in effect on the Effective Date of an Order Form governs that Order Form, and all Additional Orders under it, during the then-current term. Mabel may update this Subscription Agreement from time to time by posting a revised version with a new version number and effective date. An updated version will apply to an existing Order Form beginning with its next Renewal Term, provided Mabel gives Partner written notice of the update at least sixty (60) days before the start of that Renewal Term; Partner may decline the update by exercising its non-renewal rights under Section 7.
1.4 Partner Purchase Orders. Partner may use purchase orders, vendor portals, or similar documents for administrative convenience, but any terms or conditions in those documents do not modify the Agreement and have no legal effect, even if Mabel acknowledges or processes them, unless expressly agreed to in a writing signed by an authorized signatory of Mabel (including an executed Order Form Addendum).
1.5 Additional Orders. Partner may request additional products, services, or campaign types under an existing Order Form by written request (email is sufficient). Upon Mabel’s written confirmation of the scope and fees, the confirmed order (an “Additional Order”) becomes binding on the Parties as an addition to that Order Form and is governed by the Agreement, including any modifications set forth on the Order Form. Material new commitments — such as multi-year platform fees — will ordinarily be documented in a new Order Form rather than an Additional Order.
2. Definitions
- “Campaign Materials” means Mabel’s proprietary campaign materials (e.g., voluntary alignment letters and forms, beneficiary notices, affiliation letters, surveys) made available under the Agreement.
- “First Committed Program Year” means the first program year of the committed Subscription Term stated on the Order Form, whether a full or partial year, but excluding any Implementation Period.
- “Implementation Period” means any onboarding, setup, or transition period on the Order Form that precedes the first program year of the committed Subscription Term.
- “Mabel Platform” means Mabel’s proprietary technology platform, including its template library, segmentation, campaign automation, response processing, and reporting functionality.
- “Mabel Services” means Mabel’s creative and professional services, including network configuration, provider configuration, compliance approvals, campaign set-up, audience segmentation, campaign launches, response processing, and performance tracking.
- “Order Form” means an ordering document executed by the Parties — however titled, including any document titled “Order Form” or “Statement of Work” — that references this Subscription Agreement and sets forth the commercial terms of the engagement, including scope, fees, term, and any modifications to this Subscription Agreement.
- “Partner Materials” means the data files, branding, logos, patient lists, provider rosters, and other materials provided by or on behalf of Partner or its Providers.
- “Providers” means Partner’s participating providers, practices, and affiliated entities.
- “Purpose” means Partner’s operations and patient engagement across its Providers, which can include voluntary alignment, beneficiary notifications, population health reminders, affiliation letters, and other communications outlined in one or more Order Forms.
- “Rate Card” means Mabel’s then-current schedule of campaign (printing, mailing/distribution), response processing, call forwarding, and hourly professional services fees, published at getmabel.com/rates.
3. Duties of Mabel
3.1 Campaign Materials. Mabel will make available its proprietary Campaign Materials (e.g., voluntary alignment letter & form, affiliation letters, etc.) tailored to key segments (e.g., aligned vs. unaligned beneficiaries, FFS with Medigap, etc.) that are compliant with CMS guidelines.
3.2 Campaign Execution. With Partner’s or Provider’s advance approval, as applicable, Mabel will disseminate Campaign Materials across multiple channels (e.g., direct mail, email, SMS). Mabel’s ability and obligation to execute Partner campaigns by the target date is conditional upon Partner providing Mabel with all necessary Partner Materials for such campaign. Partner acknowledges and agrees that execution may be delayed beyond the target date due to circumstances outside of Mabel’s reasonable control, such as compliance approval, delays on the part of USPS, or other third-party service providers.
3.3 Response Processing. Mabel will process responses to Campaign Materials received across applicable channels, which may include physical mail, file uploads, and webform or eSign submissions. Mabel will (i) provision and maintain the receiving infrastructure for each channel (e.g., return mailboxes, secure upload sites, and eSign forms), (ii) perform optical character recognition (OCR), data extraction, and validation of received responses, and (iii) route processed responses to the applicable Provider’s account on the Mabel Platform for Partner and Provider access.
3.4 Reporting. Mabel will develop dashboards to track campaigns, responses, performance, forecasting, among other functions. The dashboards will be available on the Mabel webapp, accessible via a secure online portal. Authorized users will receive confidential login credentials.
3.5 Audit Records. Mabel shall keep an auditable record of all outbound communications and retain these for a period of ten (10) years, consistent with applicable CMS recordkeeping requirements.
4. Platform Access & Acceptable Use
4.1 Accounts. Access to the Mabel Platform requires user accounts. Partner shall ensure its authorized users keep account information accurate, protect their credentials, and promptly notify Mabel of any suspected compromise or unauthorized use. Partner is responsible for the acts and omissions of its authorized users. Mabel may suspend an account that it reasonably believes is compromised or in breach of this Section.
4.2 Acceptable Use. Partner and its users shall use the Mabel Platform only for lawful purposes in connection with the Agreement, and shall not: reverse engineer, copy, resell, or create derivative works of the Mabel Platform; harvest, scrape, or mine data from it; attempt unauthorized access to, disrupt, or introduce malicious code into the Mabel Platform or related systems; or remove proprietary notices.
4.3 Campaign Approvals. An electronic approval of a campaign submitted through the Mabel Platform (or by other written means, including email) by Partner or its authorized users constitutes Partner’s binding authorization for Mabel to execute that campaign, including use of the applicable Partner Materials and patient information for that purpose. Analyses, forecasts, and aggregate insights presented in the Mabel Platform are informational and are not a substitute for Partner’s own review.
4.4 Electronic Communications. Partner and its users consent to receive communications from Mabel electronically (including email and SMS) in connection with operating the Mabel Services; users may opt out of SMS at any time by replying STOP. Electronic communications satisfy any requirement that a communication be in writing.
4.5 Platform Updates. Mabel may update and modify the Mabel Platform from time to time, provided updates do not materially degrade the services purchased under an active Order Form.
5. Duties of Partner
5.1 Provider Engagement. Partner shall disseminate Mabel materials to its participating Providers as well as collect and share with Mabel any relevant data (i.e., patient lists, practice names and addresses, logos) in furtherance of the Purpose. Partner represents and warrants that, prior to making available any Provider data to Mabel, Partner has obtained all licenses and consents necessary for Mabel to carry out its responsibilities and obligations under the Agreement.
5.2 Data Sharing. Partner shall provide Mabel with the data files reasonably necessary for Mabel to perform the Mabel Services in furtherance of the Purpose — for example, CMS- or plan-supplied beneficiary or member files, provider rosters, and alignment or response files. Partner shall refresh these files periodically, or as reasonably requested by Mabel, so that campaign audiences, segmentation, and reporting remain accurate.
5.3 Compliance Review. Partner shall review Campaign Materials and, where applicable, submit Campaign Materials for compliance evaluation and CMS approval, and shall promptly communicate the outcome of such review to Mabel.
5.4 Co-Marketing. Mabel may display Partner’s name and logo on Mabel’s website and other promotional materials for the purpose of indicating that Partner is a customer of Mabel.
6. Fees & Payment
6.1 Platform Fees. Partner shall pay to Mabel the platform fees set forth in each Order Form (“Platform Fees”), which will be invoiced on the last day of the month preceding the Start Date or the applicable program year, unless the Order Form states otherwise.
6.2 Campaign Costs. Partner will reimburse Mabel for associated campaign and response processing costs at the rates set forth in the Rate Card, which includes without limitation design, printing, mailing and distribution costs, as well as response processing and call forwarding. Changes to Rate Card pricing (e.g., due to USPS postage increases) can occur throughout the year and will be communicated in advance. All fees are stated in U.S. dollars and do not include sales, use, value-added or import taxes, customs duties or similar taxes that may be assessed by any jurisdiction, all of which are Partner’s responsibility (other than taxes on Mabel’s income).
6.3 Services Fees. Partner shall pay Mabel the services fees set forth in the Order Form or any Additional Order, which may include without limitation Client Onboarding and Client Maintenance bundles, campaign configuration, generation of audit reports, custom tracking or analytics, and creative development or implementation. Professional services beyond the bundles included in the Order Form are billed at the hourly rate set forth in the Order Form (or, if none is stated, the Rate Card) and invoiced monthly in arrears.
6.4 Payment. Partner shall pay any undisputed invoice issued by Mabel within thirty (30) days of the date of invoice. In the event Partner disputes a Mabel invoice, Partner shall pay any portion of the invoice that is not disputed in good faith and provide Mabel with written notification and the basis of the dispute. In such event, the Parties agree to negotiate in good faith to try to reach a resolution of the dispute within thirty (30) days of the notice. In the case of nonpayment of an undisputed invoice, Mabel reserves the right to disable access to the Mabel Services upon at least ten (10) business days’ prior written notice during which Partner fails to cure.
7. Term; Termination
7.1 Term. The Agreement commences on the Effective Date. The initial term begins on the start date stated in the Order Form (the “Start Date”) and continues for the duration specified in the Order Form, where it may be labeled the “Subscription Term” (the “Initial Term”). Upon expiration of the Initial Term, the Agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term”) unless either Party provides the other Party with at least sixty (60) days’ prior written notice of non-renewal.
7.2 Termination. (a) Termination for Convenience During Initial Term. Unless the Order Form states otherwise, Partner may terminate the Agreement for convenience at any time before the end of the First Committed Program Year, provided that the Platform Fee for that program year is non-refundable; for the remainder of the Initial Term, Partner may terminate only under clauses (c) or (d) of this Section. (b) Termination for Convenience After Initial Term. After the Initial Term, either Party may terminate the Agreement for convenience upon sixty (60) days’ prior written notice. (c) Termination for Loss of Program Participation. Either Party may terminate the Agreement upon thirty (30) days’ prior written notice if Partner ceases to participate in the government model or program (or any successor program) under which services are provided pursuant to the Order Form. (d) Termination for Cause. Either Party may terminate the Agreement on thirty (30) days’ written notice if the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. Upon any termination of the Agreement, Platform Fees for program years beginning after the effective date of termination are not owed.
7.3 Effect of Termination; Survival. Termination, expiration, renewal, or non-renewal of one Order Form does not by itself affect any other Order Form between the Parties. Upon termination or expiration of the Agreement, Partner shall pay all fees accrued through the effective date of termination. Provisions that by their nature should survive termination (including Sections 6, 8, 9, 10, 16, 18, 19, and 22) shall survive.
8. Confidentiality
Each Party shall maintain the confidentiality of the other Party’s Confidential Information and not use or disclose it except as necessary to perform its obligations under the Agreement. “Confidential Information” means all non-public information disclosed by one Party to the other, including the terms of the Agreement, business methods, data, plans, and other proprietary materials. Each Party shall use at least the same degree of care to protect Confidential Information as it uses for its own similar information (but no less than reasonable care). The obligations survive termination for three (3) years (or longer for trade secrets). Exceptions apply to information that (a) becomes publicly available through no fault of the receiving Party, (b) was already known to the receiving Party without restriction, (c) is independently developed, or (d) must be disclosed by law (with prior notice where permitted). The receiving Party may disclose Confidential Information to its affiliates, subcontractors and subprocessors (pursuant to Section 12), and advisors bound by written confidentiality terms no less protective than these.
9. Intellectual Property
9.1 Mabel IP. As between the Parties, Mabel retains all right, title, and interest in and to the Mabel Platform, the Mabel Services, the Campaign Materials (excluding Partner Materials incorporated therein), and all templates, software, documentation, know-how, and other intellectual property provided or developed by Mabel under the Agreement, including all modifications, improvements, and derivative works thereof. No rights are granted to Partner other than the limited rights expressly set forth in the Agreement.
9.2 Partner Materials. As between the Parties, Partner retains all right, title, and interest in and to the Partner Materials. Partner grants Mabel a non-exclusive, royalty-free license to use, reproduce, and modify the Partner Materials during the term of the Agreement solely as necessary to provide the Mabel Services and Mabel Platform.
9.3 License to Partner. Subject to the Agreement (including Section 4) and Partner’s payment of applicable fees, Mabel grants Partner a non-exclusive, non-transferable (except as permitted under Section 20), non-sublicensable license during the term of each Order Form for Partner and its authorized users and Providers to access and use the Mabel Platform and Campaign Materials solely for the Purpose. Partner may not use Campaign Materials outside the Mabel Services or after termination, except for copies retained solely for legal or regulatory recordkeeping.
10. Data Privacy & Security
Mabel shall maintain a written information security program consistent with industry-recognized standards (such as HITRUST, SOC 2 Type II, or the NIST Cybersecurity Framework) that includes appropriate administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Partner data, including Protected Health Information. Upon termination of the Agreement, Mabel will, at Partner’s written request and within thirty (30) days, return or destroy Partner’s Confidential Information in Mabel’s possession, except as required to be retained by applicable law, regulation, or Mabel’s auditable-record obligations under Section 3.5. Notwithstanding the foregoing, Mabel may collect and use technical, performance, and usage data derived from Partner’s and Providers’ use of the Mabel Services and Mabel Platform, and may use, store, retain, and disclose such data in de-identified and aggregated form (such that it cannot reasonably be used to identify Partner, any Provider, or any individual) for any lawful purpose, including operating, improving, and developing the Mabel Services, benchmarking, and research.
11. HIPAA; Business Associate Agreement
To the extent Mabel creates, receives, maintains, or transmits Protected Health Information on behalf of Partner or its Providers in performing the Mabel Services, Mabel will do so as a business associate (as defined under HIPAA), and the Parties shall execute a Business Associate Agreement (“BAA”). Unless the Parties have executed a separate BAA, Mabel’s standard BAA, available at getmabel.com/legal/baa, is hereby incorporated into the Agreement by reference. In the event of a conflict between the BAA and the Agreement with respect to Protected Health Information, the BAA controls.
12. Subcontractors & Subprocessors
Mabel may engage subcontractors and subprocessors (including printers, mailing vendors, OCR providers, cloud hosting services, and similar operational vendors) to perform any of its obligations under the Agreement, provided that Mabel remains responsible for their compliance with the applicable terms of the Agreement. Mabel shall maintain a current list of its material subprocessors and provide it to Partner upon written request. Mabel will impose confidentiality and (to the extent Protected Health Information is involved) business associate obligations on such subcontractors and subprocessors that are no less protective than those contained herein.
13. Insurance
Mabel, at its sole cost and expense, shall maintain comprehensive cybersecurity insurance with limits not less than five million dollars ($5M).
14. Independent Contractors
The Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Partner and Mabel for any purpose. Partner has no authority (and shall not hold itself out as having authority) to bind Mabel and Partner shall not make any agreements or representations on Mabel’s behalf without Mabel’s prior written consent.
15. Representations & Warranties; Disclaimer
Mabel warrants that the Mabel Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Partner’s sole and exclusive remedy, and Mabel’s entire liability, for breach of the foregoing warranty shall be the re-performance of the deficient Services. Except for the express warranty set forth in this section, the Mabel Services and Mabel Platform are provided “as is,” and Mabel disclaims all other warranties, express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or trade usage. Mabel does not warrant that the Mabel Platform will be uninterrupted or error-free.
16. Governing Law; Venue; Dispute Resolution
The Agreement will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The federal and state courts sitting in Orange County will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of the Agreement. The Parties agree to first attempt to resolve any disputes between them informally through good faith negotiation.
17. Force Majeure
Neither Party shall be liable for any failure or delay in performance under the Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond such Party’s reasonable control, including without limitation acts of God, acts of government or regulatory authorities (including changes to CMS rules or guidance), public health emergencies, epidemics, war, terrorism, civil unrest, fire, flood, telecommunications or internet outages, USPS or other common-carrier disruptions, supply-chain failures, labor disputes, and denial-of-service or other malicious cyberattacks (“Force Majeure”). The affected Party shall promptly notify the other Party of the Force Majeure event and use commercially reasonable efforts to resume performance. If a Force Majeure event continues for more than sixty (60) days, either Party may terminate the Agreement upon written notice without liability.
18. Indemnification
Each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party and its affiliates, officers, directors, employees and agents (the “Indemnified Party”) from and against any third-party claims, and reasonable, documented attorneys’ fees and costs associated therewith, to the extent arising out of: (a) with respect to Mabel as Indemnifying Party, any allegation that the Mabel Campaign Materials or Mabel Platform, as provided by Mabel and used in accordance with the Agreement, infringes a third party’s intellectual property rights (excluding any claim arising from Partner Materials, Partner-directed modifications, or combination with materials not provided by Mabel); and (b) with respect to Partner as Indemnifying Party, (i) the accuracy, legality, or lawful provision of any Partner Materials or Provider contacts, (ii) Partner’s representations to its Providers regarding Mabel or the Mabel Services, and (iii) any regulatory or CMS claim arising from Campaign Materials approved by Partner. The Indemnified Party shall: (1) promptly notify the Indemnifying Party in writing of any claim; (2) give the Indemnifying Party sole control of the defense and settlement; and (3) provide reasonable cooperation at the Indemnifying Party’s expense. The Indemnifying Party shall not settle any claim that admits liability of the Indemnified Party or imposes any non-monetary obligation without the Indemnified Party’s prior written consent.
19. Limitation of Liability
Except for (a) a Party’s indemnification obligations, (b) breach of confidentiality, (c) Partner’s payment obligations, or (d) fraud or willful misconduct, in no event will either Party’s aggregate liability arising out of or related to the Agreement exceed the total fees paid or payable by Partner to Mabel in the twelve (12) months preceding the event giving rise to liability. In no event will either Party be liable for any consequential, incidental, indirect, exemplary, special, or punitive damages, including lost profits, lost revenue or lost business, even if advised of the possibility thereof. Notwithstanding anything to the contrary, Mabel’s aggregate liability arising out of any free or unpaid Services (including trial or demo access) will not exceed one hundred U.S. dollars ($100).
20. Assignment
Neither Party may assign or otherwise transfer the Agreement or any rights or obligations thereunder, in whole or in part, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned, or delayed). Notwithstanding the foregoing, either Party may assign the Agreement without the other Party’s prior written consent (i) to an affiliate, (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or voting securities, or (iii) for purposes of obtaining financing, provided that the assigning Party provides prompt written notice of such assignment to the other Party. Any attempted assignment in violation of this Section shall be void. The Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
21. Notices
Any notice required under the Agreement must be in writing and sent by electronic mail (a) to Mabel at legal@getmabel.com, and (b) to Partner at the notice email address set forth on the Order Form (or, in each case, to such other address as may be designated by the Party entitled to notice from time to time in accordance with this Section).
22. General Provisions
22.1 Entire Agreement; Amendment. The Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. The Agreement may be amended only by a writing executed by authorized representatives of both Parties (including an executed Order Form or amendment) or by an Additional Order under Section 1.5.
22.2 Severability. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.
22.3 Waiver. No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right.
22.4 Counterparts; Electronic Signatures. Order Forms and amendments may be executed in counterparts and by electronic signature, each of which is deemed an original and which together constitute one instrument.
Version History
| Version | Effective Date | Summary of Changes |
|---|---|---|
| 2.0 | July 22, 2026 | Initial publication. Mabel’s standard partner terms, moved online as this Subscription Agreement. Supersedes the signed Partner Agreement format (v1) for new Order Forms; agreements executed under the prior format remain governed by their signed terms. |