Last Updated: June 5, 2026
PERFORMANCE GUARANTEE TERMS
These Performance Guarantee Terms describe the Performance Guarantees applicable to the use of the Swords Services. The specific Performance Guarantees applicable to Client’s use of the Sword Services, including applicable methodology, minimum participants, guarantee thresholds, and Fees at Risk are located on Customer’s Order Form. These terms supplement, and are incorporated into, the Master Services Agreement and Order Form applicable to Client’s use of the Sword Services (collectively, “the Agreement”). Capitalized terms used herein that are not otherwise defined on this webpage have the meanings given to them in the Agreement. Sword may update these terms by posting a new version of these Performance Guarantee Terms to this website, which will be applicable to existing clients upon the renewal of the Order Form.
1. Definitions
1.1. “Claims-Based ROI Methodology” means Sword's methodology, as reasonably determined by Sword, for calculating return on investment ("ROI") using validated medical data provided by Client or its designated third-party administrator ("TPA").
1.2. “Claims-Calibrated ROI Methodology” means Sword's methodology, as reasonably determined by Sword, for estimating ROI or medical cost savings using claims-informed benchmarks and other relevant analytical inputs selected by Sword based on available data regarding a Participant's utilization of the Sword program.
1.3. “Engaged Participant” means an Enrolled Participant who has completed Activation for at least one (1) Primary Service.
1.4. “Fees at Risk” means the total fees actually received by Sword from Client during the applicable Measurement Period for Participants counted under the applicable Performance Guarantee.
1.5. “Marketing Access” means Client's provision of the outreach permissions, communication channels, and related cooperation contemplated by Section 8 of the SOW and the Marketing Plan to enable Sword to communicate with eligible Participants through mutually agreed channels during the applicable Measurement Period.
1.6. “Measurable Participant” means an Enrolled Participant who meets the measurement requirements for the applicable Performance Guarantee.
1.7. “Measurement Period” means each twelve (12) month Services Period under the applicable SOW, beginning on the later of (i) Launch Date or (ii) launch of the applicable Marketing Plan.
1.8. Primary Services” means the Sword solutions identified in the applicable Order Form or SOW. Primary Services include Thrive, Bloom (including approved expansion offerings), Pulse, and Mind only if Mind is expressly identified in the applicable SOW.
1.9. “Qualifying Reassessment” means an Enrolled Participant reassessment that meets Sword's clinical criteria for inclusion in Performance Guarantee reconciliation.
1.10. “Reconciliation Period” means the ninety (90) day period immediately following the end of a Measurement Period, unless otherwise specified herein.
1.11. “Sum of Amount Due” means the total value of all invoice credits owed to Client for a given Measurement Period; provided that the Sum of Amount Due shall not exceed the applicable Fees at Risk for such Measurement Period.
1.12. If Client has an Outcomes-based fees pricing plan the following terms shall apply: “Enrollment Rate” means the number of Enrolled Participants during the applicable Measurement Period divided by the Participant Commitment set forth in Section 1.1 of the SOW.
2. Commitment and Applicability
2.1. If Sword fails to achieve a Performance Guarantee during a Measurement Period, Sword will issue invoice credits to Client equal to the Sum of Amount Due, applied against invoices, subject to the terms herein.
2.2. Performance Guarantees apply only if the applicable minimum participant thresholds are satisfied during the applicable Measurement Period. Each Performance Guarantee is measured independently and expires at the end of the applicable Measurement Period.
2.3. If Client has a Per Participant Per Month pricing plan the following terms shall apply: Solely for purposes of determining whether the ROI Performance Guarantee applies, Client must provide the minimum Marketing Access reasonably necessary for Sword to execute the Marketing Plan in a manner designed to enable Sword to achieve an Enrollment Rate of at least eight percent (8%) during the applicable Measurement Period. If Client does not provide such Marketing Access, the ROI Performance Guarantee will not apply for that Measurement Period.
2.4. Notwithstanding anything else in this Attachment, the maximum total Fees at Risk shall not exceed one hundred percent (100%) of the amounts actually received by Sword from Client for Participants subject to the applicable Performance Guarantee for the relevant Measurement Period. For Clients with an Outcomes Based pricing plan such Fees at Risk is calculated individually for each Primary Service.
3. Reconciliation Process
3.1. Within sixty (60) days following the start of each Reconciliation Period, Sword will provide Client its analysis of all applicable Performance Guarantees. Client shall have thirty (30) days from receipt to accept or reasonably dispute the results. If Client does not respond within that timeframe, the analysis will be deemed accepted.
3.2. If Sword's analysis for a given Measurement Period shows that the applicable ROI Performance Guarantee was not achieved, Sword will, within ninety (90) days following the end of the Reconciliation Period, issue a credit to be used against future invoices in an amount determined under this Attachment sufficient to satisfy the applicable ROI Performance Guarantee threshold, subject to the limits and conditions set forth herein.
4. Performance Guarantees
4.1. Return on Investment (ROI) Performance Guarantee
The applicable ROI methodology, assumptions, and calculation inputs may be refined by Sword from time to time based on data availability and analytical best practices, provided that the methodology applied for a given Measurement Period is applied consistently for that Measurement Period.
4.1.1 Claims-Calibrated ROI Guarantee
• Methodology: Claims-Calibrated ROI Methodology
• Guarantee Threshold: Listed on Client’s Order Form
• Minimum Participants: Listed on Client’s Order Form
• Measurable Participants: For the Claims-Calibrated ROI Guarantee, a Measurable Participant is an Enrolled Participant who completes at least one Session during the Measurement Period. For ROI measurement, each Participant is counted only in the first Measurement Period in which they complete a Session for that Primary Service, regardless of whether their Sessions continue into later Measurement Periods for the same enrollment.
• Fees at Risk: Listed on Client’s Order Form.
4.2 Additional Performance Guarantees
The additional performance guarantees in this Section 4.2 are applicable provided there are the minimum Measurable Participants listed on Client’s Order Form in the applicable Measurement Period.
4.2.1 Functional Improvement
• Description: Percentage of Measurable Participants free of functional impairment post program.
• Measurable Participant: An Enrolled Participant who submits a Qualifying Reassessment within that Measurement Period.
• Guarantee Threshold: Listed on Client’s Order Form
• Fees at Risk: Listed on Client’s Order Form
4.2.2 Program Satisfaction
• Description: Average satisfaction score reported by a minimum number of Measurable Participants listed on Client’s Order Form.
• Guarantee Threshold: Listed on Client’s Order Form
• Fees at Risk: Listed on Client’s Order Form
4.3 Maximum Average Fee Performance Guarantee (Outcomes Pricing only)
If Client has an Outcomes-based fees pricing plan the following terms shall apply: Sword guarantees that the fees billed to Client for each applicable Primary Service during each Measurement Period will not exceed an average of the guarantee threshold listed on Client’s Order Form per Measurable Participant for each Primary Service during such Measurement Period. For clarity, this guarantee is measured at the Primary Service level and not on a per-Participant per-program basis.
• Guarantee Threshold: Listed on Client’s Order Form
• Fees at Risk: Listed on Client’s Order Form
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End of Performance Guarantee Terms