Practitioner Terms of Service

Reimbursify Practitioner Terms of Service

REIMBURSIFY PRACTITIONER TERMS OF SERVICE

These Reimbursify Terms Practitioner Terms of Service (“Terms”) govern your access and use of the websites and web-based products and services (the “ Services ”) licensed or purchased
under the ordering document by and between you and Reimbursify, Inc. (“Reimbursify,” “we,” “us,” or “our”) (the “Order
Form”). You agree to these Terms either by accessing or using the Services or executing an Order Form that
references these Terms.

1. THE SERVICES
You shall utilize the Services as a tool to support the filing of medical insurance reimbursement claims to insurance providers on behalf of your clients and patients (collectively, “Clients”) following their receipt of medical care from practitioners within your medical practice.

2. ELIGIBILITY
You represent and warrant that:

a. You have the legal capacity and authority to agree to the terms and conditions of these Terms;

b. Your use of the Services does not violate any applicable law or regulation;

c. You are at least 18 years old and over the minimum age required by the laws of your country of residence to access and use the Services
d. If you are accepting these Terms on behalf of a legal entity, including a business or government entity, you represent that you have full legal authority to bind such entity to these Terms.

3. ORDER FORM
Reimbursify shall provide You with the Services further specified on the Order Form. Any conflict between the terms and conditions set forth in these Terms and the Order Form shall be resolved in favor of
the Order Form. You agree that purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Reimbursify regarding future functionality or features.

4. PAYMENTS
You agree to pay Reimbursify for Services provided and expenses incurred in accordance with and at the rates specified in the Order Form. Unless otherwise set forth on the Order Form, payment shall be due within thirty (30) days after receipt of Reimbursify’s invoice. You agree to pay a late charge of one and one-half percent (1.5%) per month (or part of a month), or the maximum lawful rate permitted by applicable law, whichever is less, for all overdue amounts not subject to a good faith dispute.

Customer must pay all fees (in US dollars) with a credit card or via ACH upon receipt of an invoice from Reimbursify. If the credit card or ACH is not valid or the payment is not otherwise made, Customer must pay the amount owed upon receipt of an invoice. Customer hereby authorizes Reimbursify to charge such credit card or withdraw from Customer’s bank account via ACH for all purchased Services.

For the avoidance of doubt, where the Services are purchased by “seat” or by individual Users, Customer may not engage in “seat sharing” or in the sharing of credentials among individual Users. In the event that Reimbursify determines that Customer is engaging in such activities, Reimbursify may charge, and Customer shall pay on demand, the fees that pertain, and past fees that would have pertained, to the actual number of “seats” or individuals Users of the Services, used by Customer.

Fees are exclusive of taxes. You shall be responsible for the payment of all sales, use, value added tax, and similar taxes arising from or relating to the Services rendered hereunder, except for taxes related to the net income of Reimbursify and any taxes or obligations imposed upon Reimbursify under federal, state and local wage laws.

5. YOUR ACCOUNT
In order to access and use the Services you and your Users will be required to become a registered user of the Services by creating an account (“Account”), and provide us with a username, password, and certain other information about yourself.

You will be solely responsible for any activities or actions taken under your Account, whether or not you have authorized such activities or actions. We are not responsible for any unauthorized access to your Account. You must notify us immediately if you know or suspect that any unauthorized person is using your Account.

You will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You may not transfer your Account to anyone without first getting prior written consent from Reimbursify, which it may grant or withhold in its sole discretion.

You agree that the information that you provide to us on the Services is at all times is true, accurate, current, and complete. This information includes, but is not limited to, name, address, phone numbers, e-mail addresses, payment information, and account numbers. By creating your Account, you expressly consent to the use of electronic records to store information related to these Terms or your use of the Services.

6. YOUR RIGHTS AND OBLIGATIONS
Subject to your complete and ongoing compliance with these Terms, and in consideration for the payment of fees set forth on the Order Form, during the term of the Order Form, Reimbursify grants you a personal, non-transferable, non-exclusive, revocable, limited license to access and use the Services as a tool to support the filing of medical insurance reimbursement claims to insurance providers on behalf of your Clients following their receipt of medical care from practitioners within your medical practice. This license is restricted to use by you and your Users. We reserve all rights not expressly granted to you by these Terms.

You agree and understands that: (a) it is responsible for all activity of its Users and for its Users’ compliance with these Terms; (b) it shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Your Data it submits to the Services; (ii) prevent unauthorized access to, or use of, your Account and the Services, and notify Reimbursify promptly of any such unauthorized access or use; and (iii) comply with all applicable laws, rules and regulations in using the Services; (c) the Services shall not include your connection to the Internet or any equipment or third party licenses necessary for your use of the Services, which shall be your sole responsibility; (d) you are responsible for supplying Reimbursify with any technical data and other information and authorizations that Reimbursify may reasonably request to allow Reimbursify to provide the Services to you; (e) Reimbursify shall have the right to: (i)  use or act upon any Feedback (as defined below) provided by you without restriction and without obligation to you; (ii) utilize information collected regarding your use of the Services for the purposes of (1) maintaining, improving and/or analyzing the Services, including providing advanced analytics and reporting to you, and/or (2) complying with all legal or contractual requirements (iii) develop and commercialize benchmarks and measures based on Aggregated Data (f) it shall be and remain responsible for (i) all decisions that affect the reimbursement amount on a claim; (ii) the accuracy of all claiming, including, without limitation, any accompanying bills; and (iii) any fees associated with the resubmission of a claim due to any error caused by you; (g) it is responsible for obtaining explicit, specific written permission from each Client to file claims on their behalf; and (h) Reimbursify may, from time to time, provide certain guidelines and standards for the submission of claims for reimbursement in the Services, including with respect to (i) Client consent; (ii) billing codes; (iii) ICD-10 codes; (iv) forms of signing and execution of reimbursement submissions; and (v) other elements of the form, process or substance of reimbursement claims submissions, including but not limited to communications with insurance payers or other parties. You agree to comply with these guidelines and standards at all times, which are made a part of and incorporated into these Terms by reference. To the extent that you use billing codes, IDC-10 codes, or any content to which any third party may hold copyrights, you represent and warrant that you have the right to such use.

7. YOUR RESTRICTIONS
You and you Users will not, directly or indirectly, at any time: (a) share your Account credentials with anyone; (b) bypass or breach, or attempt to bypass or breach, any security device or protection used in connection with the Services; (c) interfere with or disrupt the integrity or performance of the Services; (d) input, upload, post, transmit, store or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any software, hardware or other technologies, devices, or means which may permit unauthorized access to, or destroy, interrupt, disrupt, disable, distort, or otherwise harm or impede the Services in any manner or limit the functionality of any computer software, hardware or telecommunications equipment of Reimbursify, our users, and/or our affiliates; (e) introduce any harmful code or prevent anyone from accessing or using the Services, including any virus, bug, Trojan horse, worm, backdoor, malware or other malicious computer code, and any time bomb or drop-dead device; (f) access or use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party; (g) upload, post, transmit, store, or otherwise make available any Your Data (as defined below) that is, in Reimbursify’s sole discretion, unlawful, threatening, abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature, constitutes unauthorized or unsolicited advertising, or that otherwise violates our rules or policies as may be established or amended from time to time; or (f) use the Services in violation of any applicable laws, rules or regulations, including, without limitation, use the Service in violation of any law, including without limitation, HIPAA (as defined below), Telephone Consumer Protection Act and any spam laws (e.g., CAN SPAM).

8. SUSPENSION OF THE SERVICES
Reimbursify reserves the right to suspend your access to the Services if Reimbursify reasonably determines that: (a) your use of the Services represents an imminent threat to Reimbursify’s network; (b) you have violated any of your obligations under this Section; (c) the security or proper function of the Services may be compromised due to hacking, denial of service attacks or other activities of a similar nature; or (d) your continued use may violate any applicable law or third-party rights. To the extent reasonably practicable given the nature of the issue giving rise to the suspension, Reimbursify will promptly: (i) notify you of such suspension in writing, and (ii) reinstate the suspended Services after the issue is abated.

9. MODIFICATIONS TO THE SERVICES
We reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand and agree that we have no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services.

10. THIRD-PARTY LINKS
The Services may link to third-party websites or resources. Such links are provided as a convenience to you only and do not imply an endorsement, warranty, or guarantee by Reimbursify of any such linked site or the company it purports to represent. We do not assume any responsibility or liability for the availability, accuracy, related content, products, or services made available to you via links to third-party websites or resources. You are solely responsible for use of any such websites or resources and compliance with all applicable third party policies and terms. Should you elect to enter into a binding contract with any such third party, you agree to hold us harmless and hereby release us from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of accepting or using any products or services that are available from such third party sites.

11. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (“HIPAA”) AND PROTECTED HEALTH INFORMATION (“PHI”)
You acknowledge and agrees that the use of the Services for Client-initiated insurance claim-filing on behalf of Client, may make you a “provider” or “covered entity” under HIPAA.  In the event that you are a provider or covered entity under HIPAA, you agree to the terms set forth in the Business Associate Agreement, located at https://reimbursify.com/hipaa-business-associate-agreement/.  Confidentiality of PHI is governed by the Business
Associate Agreement. To the extent these is a conflict between these Terms and the Business Associate Agreement, the Business Associate Agreement shall control.

Reimbursify may use PHI to provide you with data aggregation services (as that term is defined by HIPAA) and to create de-identified data in accordance with 45 CFR 164.514(a)-(c). Reimbursify shall solely own all right, title and interest, in any de-identified data it creates from PHI. Reimbursify and its affiliates may use and disclose, during and after these Terms, all aggregate, anonymized information and de-identified data for purposes of enhancing the Services, technical support and other business purposes, all in compliance with the HIPAA Privacy Standards, including without limitation the limited data set and de-identification of information regulations.

12. YOUR DATA
Reimbursify’s Privacy Policy [https://reimbursify.com/privacy-policy] explains how and why we collect, use, and share Your Data you submit to us in connection with the Services. You understand that through your use of the Services, you consent to the collection and use of the Your Data as set forth in the Privacy Policy and these Terms. To the extent there is a conflict between these Terms and the Privacy Policy, the Privacy Policy shall control.

We take no responsibility for and we do not expressly or implicitly endorse, support, or guarantee the completeness, truthfulness, accuracy or reliability of any of Your Data.

By submitting Your Data to the Services, you represent and warrant that you have all rights, power, and authority necessary to grant rights to Your Data contained within these Terms. You are solely liable for any and all damages or claims arising from Your Data.

You retain any ownership rights you have in Your Data, but you grant Reimbursify the following license to use the Your Data:

To the extent permitted by applicable law, you hereby grant Reimbursify a non-exclusive, royalty-free license to modify, store, transmit, and otherwise use Your Data for purposes of Reimbursify performing under these Terms.

Irrespective of the availability of any Your Data, you are solely responsible for maintaining and keeping backup copies of all Your Data. To the extent permitted by applicable law, Reimbursify is not responsible for and hereby disclaims any and all liability for any lost Data or corrupted Data concerning or relating to any Your Data.

Although we have no obligation to screen, edit, or monitor Your Data, we may, in our sole discretion, delete or remove Your Data at any time for any reason, including for violating these Terms, or if you otherwise or are likely to create liability for us.

13. INTELLECTUAL PROPERTY
The Services are owned and operated by Reimbursify. The all information, text, links, graphics, photos, videos, audio, materials and other elements of the Services (collectively, “Materials”) provided by Reimbursify are protected by intellectual property laws and other laws. All Materials included in the Services are the property of Reimbursify or its third-party licensors. You acknowledge and agree that you shall not acquire any ownership rights whatsoever by downloading the Materials. Reimbursify reserves all rights to the Materials not granted expressly in these Terms.

14. COPYRIGHT
Copyright © 2022 Reimbursify, LLC. ALL RIGHTS RESERVED. All Materials contained on the Services, are the property of Reimbursify or its suppliers and protected by United States and international copyright laws. You are authorized solely to view and retain a copy of pages related to the Services, as well as relevant documents, images, or other materials on the Services for your own personal use. You agree that any copy made must include Reimbursify’s copyright notice. You agree that you will not duplicate, publish, modify, create derivative works from, participate in the transfer of, post on the World Wide Web, or in any way distribute or exploit the Services, or any portion thereof, for any public or commercial use, without the express written consent of Reimbursify. Additionally, you agree that you (a) will not remove or alter any author, trademark, or other proprietary notice or legend displayed on the Services (or printed pages produced from the Services); and (b) will not make any other modifications to any documents obtained from the Services other than in connection with completing information required to use the Services for its intended purposes.

15. COPYRIGHT INFRINGEMENT
Reimbursify’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Reimbursify to delete, edit, or disable the material in question, you must provide Reimbursify with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Reimbursify to locate the material; (d) information reasonably sufficient to permit Reimbursify to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Reimbursify’s designated agent by contacting Reimbursify in accordance with Section 21 of these Terms.

16. CONFIDENTIAL INFORMATION
You agree to hold all non-public, confidential, and/or proprietary information (“Confidential Information”) you receive from Reimbursify or access in connection with the Services in strict confidence, whether such information is disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not it is marked, designated, or otherwise identified as “confidential”. You agree not to copy or distribute any Confidential Information to any third party, except in accordance with these Terms or with our prior written permission. If you are required by law to disclose any information you receive from Reimbursify, you shall provide Reimbursify with at least ten (10) days written notice before any disclosure of such information.

17. INDEMNITY
Except to the extent prohibited by law, you agree to defend, indemnify, and hold Reimbursify, it affiliates, and their respective directors, officers, employees, agents, contractors, third-party service providers, and licensors harmless from and against any claims or demand made by a third party, and any related liability, damage, loss, and expenses (including reasonable attorneys’ fees) due to, arising out of, or in connection with: (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws, rules, or regulations, or (d) Your Data. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

18. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OR THROUGH THE SERVICES SHALL CREATE A WARRANTY OF ANY KIND. ANY REFERENCES TO SPECIFIC PRODUCTS OR THIRD-PARTY SERVICES DO NOT CONSTITUTE OR IMPLY A RECOMMENDATION OR ENDORSEMENT BY THE SERVICES UNLESS SPECIFICALLY STATED OTHERWISE. REIMBURSIFY DOES NOT ITSELF SUBMIT ANY MEDICAL INSURANCE REIMBURSEMENT CLAIMS ON ITS OWN BEHALF OR ANY OTHER PERSON. REIMBURSIFY DOES NOT PROVIDE AND THE SERVICES DO NOT INCLUDE MEDICAL CARE OR PROFESSIONAL SERVICES RELATED TO MEDICAL CARE.

Certain states or jurisdictions do not allow the waiver or limitation of certain damages. If these laws apply to you, some or all of the above waiver and limitation may not apply and you may have additional rights. To the extent we may not, as a matter of applicable law waive or limit our liabilities, the extent of our liability will be the minimum permitted under such law.

19. LIMITATION OF LIABILITY
IN NO EVENT WILL REIMBURSIFY OR ANY OF ITS RESPECTIVE, LICENSORS, SUPPLIERS, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFIT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR MATERIALS WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF REIMBURSIFY HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

Certain states or jurisdictions do not allow the limitation of certain damages. If these laws apply to you, some or all of the above limitations may not apply and you may have additional rights. To the extent we may not, as a matter of applicable law limit our liabilities, the extent of our liability will be the minimum permitted under such law.

20. GOVERNING LAW AND VENUE
To the fullest extent permitted by applicable law, any claims arising out of or relating to these Terms or the Services will be governed by the laws of the State of Delaware, without regard to its conflict of law rules; all disputes related to these Terms or the Services will be brought solely in the federal or state courts located in the State of Delaware, and you and Reimbursify consent to the personal jurisdiction of these courts.

21. CHANGES TO THESE TERMS
We make changes to these Terms from time to time. If we make changes, we will post the revised Terms and update the Effective Date below. If the changes, in our sole discretion, are material, we may also notify you by sending an email to address associated with your Account (if you have chosen to provide an email address) or by otherwise providing you with notice through the Services. By continuing to access or use the Services on or after the Effective Date of the revised Terms, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you must stop accessing and using the Services before the Effective Date of
the revised Terms.

22. TERMINATION
You may terminate these Terms at any time and for any reason by deleting your Account and discontinuing your use of all Services. If you stop using the Services without deactivating your Account, your Account may be deactivated due to prolonged inactivity.

To the fullest extent permitted by applicable law, we may suspend or terminate your Account or ability to access or use the Services at any time for any or no reason, including violating these Terms.

The following sections will survive any termination of these Terms or your Account: Sections 4, 13, 14, 15, 16, 17, 18, 19, 20, 22, 24, and 25.

23. COMMUNICATIONS BY EMAIL

By accepting these Terms, you agree to receive essential communications from Reimbursify by email.

24. GENERAL
These Terms, together with the Order Form, the Privacy Policy, the BAA, and any other agreements expressly incorporated into these Terms, constitute the entire agreement between you and us regarding your access to and use of the Services. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. You may not assign or transfer any of your rights or obligations under these Terms without our consent. We may freely assign any of our rights and obligations under these Terms. These Terms are a legally-binding agreement between you and Reimbursify, Inc. If you have questions, comments, or notices about the Services or these Terms, please contact us at:
practitioners@reimbursify.com
Effective Date: August 1, 2022

25. DEFINITIONS
“Aggregated Data” means Your Data that is (i) anonymized, and not identifiable to any person or entity, and (ii) presented in a manner from which any individual’s identity may not be derived.
“Data” means text, images, materials, photos, audio, video, and all other forms of data or communication.
“Feedback” means any of your provided feedback and reports about any errors, problems, or defects in, or suggestions for changes and improvement to the Services.
“User” means employees or independent contractors of you who are authorized by you to use the Services have been supplied passwords by you to your Account (or by Reimbursify at your request).
“Your Data” means all Data, including, without limitation, PHI, made available by you or your Users (or by any third party on behalf of you or your Users) to Reimbursify or otherwise provided by you or your Users (or by any third party on behalf of you or your Users) in connection with the provision of the Services.