Last Updated: September 12, 2025
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
Capitalized terms not defined herein shall have the meaning set forth in the Agreement or the Services Schedule.
1.1. Fees at Risk: The total Program Fees actually received by Sword from Client for Measurable Participants during the applicable Measurement Period.
1.2. Measurable Participant: An Enrolled Participant who meets the measurement requirements for the specific Performance Guarantee.
1.3. Measurement Period: Each twelve (12) month Services Period under the Order Form.
1.4. Qualifying Reassessment: An Enrolled Participant reassessment that meets Sword’s clinical criteria for inclusion in Performance Guarantee reconciliation.
1.5. Reconciliation Period: The ninety (90) day period immediately following the end of a Measurement Period, unless otherwise specified herein.
1.6. Sum of Amount Due: The total value of all invoice credits owed to Client for a given Measurement Period, which shall not exceed one hundred percent (100%) of the Fees at Risk for that Measurement Period.
1.7. Claims-Based ROI Methodology: Sword’s methodology for calculating return on investment ("ROI") using validated medical data provided by Client or its designated third-party administrator ("TPA").
1.8. Claims-Calibrated ROI Methodology: Sword’s methodology for estimating medical cost savings based on validated claims benchmarks against a Participant’s utilization of the Sword program.
1.9. Engaged Participant: An Enrolled Participant who has completed Activation for at least one (1) Primary Service.
1.10. Primary Services: Refers collectively to Sword’s Thrive, Bloom, and Move programs.
2. Commitment and Applicability
2.1 Commitment: 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 to Client against invoices, subject to the terms herein.
2.2 Applicability: Performance Guarantees apply only if the minimum number of Measurable Participants specified for each guarantee is met during the Measurement Period. Performance Guarantees for a given Service are measured during, and expire at the end of, each Measurement Period.
2.3 Notwithstanding anything else in these Performance Guarantee terms, the maximum total Fees at Risk shall in no event exceed 100% of amounts actually received by Sword from Client for the applicable Measurable Participants’ use of the Services that are subject to a Performance Guarantee with respect to a given Measurement Period.
3. Reconciliation Process
3.1 Reporting: 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 this timeframe, the analysis will be deemed accepted.
3.2 Credit Issuance: If Sword’s analysis confirms a failure to meet any Performance Guarantee, Sword will issue the corresponding credits against future invoices within ninety (90) days following the end of the Reconciliation Period.
4. Performance Guarantees
4.1 Return on Investment (ROI) Performance Guarantee
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 guarantee, a Measurable Participant is an Enrolled Participant who has Activated more than fifty-six (56) days before the end of the Measurement Period and for whom fees have been paid during that Measurement Period.
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 Measurement Period Fee Cap
Sword guarantees cumulative Program Fees in each Measurement Period will not exceed the Period Fee Cap multiplied by the number of Measurable Participants. A Measurable Participant is an Enrolled Participant for whom fees have been paid during that Measurement Period.
4.3.1 Period Fee Cap Tiers: Listed on Client’s Order Form
4.3.2 Fees at Risk: Listed on Client’s Order Form
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End of Performance Guarantee Terms