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 entered into 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;
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, and (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
9. MODIFICATIONS
TO 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.
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.
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.
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
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
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.
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.
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: [email protected].
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.
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