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Terms of Service

Please read these Terms of Service carefully. This Terms of Service is legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “Client” and HRC Kollect LLC and its affiliated companies (collectively, “Company” or “we” or “us” or “our”), concerning Client, Client End User and/or End User access to and use of the k1app.com website as well as any other media form, media channel, mobile website or mobile application, pay portal related or connected thereto (collectively, the “Platform”). By accessing or using our Platform and/or Service, you agree to be bound to all of the terms and conditions described in these Terms of Service. If you do not agree to these Terms of Service, do not subscribe to, access or use our Platform or Service.

  1. DEFINITIONS
  • “Agreement” The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service” or the “Terms” and all other operating rules, policies (including our Privacy Policy) and procedures that we may publish from time to time on the Website.
  • “Applicable Law” means any international or United States federal, state, or local common law, statute, ordinance, rule, regulation, or other requirement enforceable in a court of law or administrative tribunal and any published interpretive guidance, guidelines, or opinion issued by a governmental authority with responsibility for enforcing the requirement, which is applicable to Client, End Users or HRC Kollect LLC. Without limiting the foregoing, Applicable Law includes: statutes, regulations, and other laws governing Medicare and other Federal Health Care Programs; HIPAA, the HITECH Act and regulations implemented thereunder; the anti-kickback provisions of the Social Security Act and related regulations; the federal Physician Self-Referral Prohibition provisions of the Social Security Act and regulations adopted thereunder; statutes, regulations and other laws governing the prescribing and dispensing of controlled substances; any provider handbook or manual published by the Centers for Medicare & Medicaid Services (CMS), a state Medicaid program or any other government health care benefit program, or other policy enforced by a government entity; statutes, regulations and other laws governing pharmacies; and statutes, regulations, and other laws governing breach notifications.
  • “Billing Data” means financial, transactional, invoice-related, CPT-level, service-level, patient-level, payment-related, dispute-related, or reconciliation data, whether uploaded, transmitted, or generated through the Platform, including associated metadata.
  • “Client” means the healthcare organization (e.g., lab, hospital) that contracts directly with us. .
  • “Client Billing Module” means the billing, invoicing, payment facilitation, dispute management, allocation, reconciliation, and related functionalities made available by the Company through the Platform. Access to the Module is restricted to Clients, Client End Users and us and the dispute management functionality resides exclusively within this module.
  • “Client Data” means all information entered by Client into the Platform or the Third-Party Services or received by HRC Kollect LLC on behalf of Client. For the avoidance of doubt, the term “Client Data” does not include any information that has been properly de-identified as contemplated by Section 3.3 hereof.
  • Client End User” means the physician’s office or healthcare provider accessing that specific Client’s data.
  • “Confidential Information” means the terms of this Agreement and all confidential and business proprietary information of a party hereto (including, with respect to Client and End User Data) disclosed in connection with the provision or receipt, as the case may be, of Services hereunder; provided, however, that the term “Confidential Information” does not include any information that (i) is or becomes a part of the public domain through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party, either directly or indirectly, from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party.
  • “Data Storage” means space allocated for the storage of documents, images, scheduled reports, and other files (including Client/End User Data). Data Storage does not include application data stored in the SQL server database, or data such as claim files submitted to a clearinghouse, or remittance files received from a clearinghouse.
  • “Day” means a day other than Saturday and Sunday or public holiday in the United States of America when banks are open for business.
  • “Dispute” means any challenge, objection, claim, reversal request, or contestation raised by a Client End User in relation to any invoice, charge, payment, allocation, or billing activity processed through the Platform. Disputes may only be submitted and managed through the Client Billing Module. End Users shall not have access to initiate disputes through the pay portal.
  • “Effective Date” means the date on which Client and/or End Users accepted these Terms of Service.
  • “Electronic Services” means the transmission and processing of claim information (including a distinct claim, remit, inquiry, information request, statement collection letter print image, or other item) by the Platform, on the one hand, and a payee, on the other.
  • “End User” means the individual patient or guarantor accessing the pay portal to make payments.
  • “End User Data” means all information entered by End User into the Platform. For the avoidance of doubt, the term “End User Data” does not include any information that has been properly de-identified as contemplated by Section 3.3 hereof.
  • “Federal Health Care Program” has the meaning set forth at 42 U.S.C. § 1320a-7b(f)
  • “Health Data” means any Protected Health Information (as defined by HIPAA) and any other Client Data associated therewith that is reasonably necessary for the treatment of any patient of a Client.
  • “HIPAA” means the Administrative Simplification Section of the Health Insurance Portability and Accountability Act of 1996, Subtitle D of the HITECH Act, and their implementing regulations, as they may be amended from time to time.
  • “HITECH Act” means the Health Information Technology for Economic and Clinical Health Act.
  • “Hosting Services” means (i) access to and use of the Platform or the Third-Party Services that Client has subscribed to, and (ii) the storage, retrieval and processing of Client Data in connection with the use of the Platform and the Third-Party Services.
  • “Manual Upload Data” means any data, files, or information manually uploaded, entered, or submitted to the Platform by us, the Client or its End Users, excluding data generated automatically by the Platform or transmitted via authorized system integrations or APIs.
  • “Payment Gateway” means the third-party payment processing service provider integrated into the Platform for the purpose of facilitating payment transactions between End End Users and Clients.
  • “Penetration Testing” means the practice of testing the Platform or Third-Party Services and any related networks or web applications to find vulnerabilities that an attacker could exploit.
  • “Personnel” means the employees, agents, subcontractors, or assistants of the Clients. The use of the term “Client” shall include Client’s Personnel.
  • “Reminder Template” means the customizable message formats used to send payment related or non-payment related reminders to End Users through the Platform. These templates can be tailored to meet specific Client requirements and may include dynamic tags (such as name, amount due, etc.) that personalize the content.
  • “Role Based Access Controls (RBAC)” means the permission structures, access hierarchies, and End User role configurations implemented within the Platform to regulate access to data and functionalities, including but not limited to Internal Manager, Client Administrator, and Client End User roles.
  • “Service/s” means, as applicable with respect to Client and/or End Users, Hosting Services, Support Services, Implementation Services, Third-Party Services, and any other service (other than revenue cycle management services or medical billing collection services) purchased by Client (whether identified on an Order Form(s) or otherwise contemplated by this Agreement).
  • “Standard Rate” means, with respect to any Service, HRC Kollect LLC’s standard rate for such Service (including, if applicable, time and material charges), as set forth in HRC Kollect LLC’s standard fee schedules, as in effect from time to time.
  • “Support Services” means those support services provided by HRC Kollect LLC which may change from time to time in the sole and absolute discretion of HRC Kollect LLC.
  • “Terms of Service” means these terms of service, agreed to by Client and/or End User or applicable to the Service used by Client and/or End User in all cases, as such may be updated, revised, modified, or amended from time to time as permitted herein.
  • “Third-Party Services” means any services including but not limited to software, product, or functionality that Client and/or End Users uses, but which is provided by an independent third party.

  1. USE OF PLATFORM AND THIRD-PARTY SERVICE
  • Right to Use the Platform and Third-Party Services
    • During the term of this Agreement, the Company grants to Client a non-exclusive, non-transferable right to access and use the Platform and the services provided by the Platform.
    • Client and/or Client End User shall not transfer, sell, lease, or lend the Platform or the Third-Party Services, or any software or systems used to provide the Platform or the Third-Party Services, or any content, information, tools, and resources therein, to any third party. Client shall not (i) allow any third party to access or use the Platform or the Third-Party Services, or (ii) access or use the Platform or the Third-Party Services for third-party training, commercial time-sharing, software hosting, rental or service bureau use except for End Users and Client End Users, who are authorized to use services under the Platform.
    • Client, Client End User and/or End User shall not download, modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Platform or the Third-Party Services or in any software or system used by the Company in connection with providing the Platform or the Third-Party Services.
    • As between the parties, the Company retains all title and interest in any copyrights, patents, trade secrets, know-how and other proprietary rights of any kind in the Platform, the Third Party Services, any custom Reminder Templates (including without limitation reports, forms, or similar documents found in or derived from those found in HRC Kollect LLC’s library) developed by the Company on behalf of Client or otherwise, and any software or other intellectual property developed by the Company as part of the Services. Client, Client End User and / or End User does not acquire any rights, express or implied, in the Platform, the Third-Party Services, or any software or other intellectual property developed by the Company as part of the Services, other than the right to access and use the Platform, the Third Party Services, and such software or intellectual property as set forth in this Agreement. Any information provided to the Company by the Client during the process of developing custom Reminder Template for use by the Client will not serve as a basis for the Client to claim any right to any copyrights, patents, trade secrets, know-how and other proprietary rights of any kind in the Platform, the Third-Party Services, any custom Reminder Templates developed by the Company on behalf of the Client, and any software or other intellectual property developed by HRC Kollect LLC as part of the Services. The Client agrees not to modify, copy, distribute, transmit, display, perform, publish, create derivative works from, sublicense, transfer, assign, rent, sell, or otherwise convey any of the Platform, the Third-Party Services, and custom Reminder Templates developed by the Company on behalf of the Client, and any software or other intellectual property developed by the Company as part of the Services. the Company may terminate or suspend Client’s, Client End User’s and/or End Users access to and use of the Platform, the Third-Party Services and such software or intellectual property (in whole or in part) at any time, with or without notice, if the Company has reason to believe that Client, Client End User and/or End Users have violated the terms set forth in this Section 2.1.
  • Verification The Company or its agents shall have the right to monitor use of the Platform and the Third-Party Services by Client, Client End User and/or End Users. This audit right includes but is not limited to (i) electronic monitoring at any time, and (ii) an audit, which may be conducted not more than once per year upon reasonable notice to Client (and which shall be conducted in a manner so as not to unreasonably interfere with Client’s business).
  • Audit Logs. The Platform may generate system logs, audit trails, and activity records in connection with use of the Client Billing Module. The Client acknowledges that such logs are system-generated and may be used for operational, security, and audit purposes and such logs may be relied upon as indicative records of system activity. However, the Company does not warrant that such logs are complete, error-free, or admissible as evidence in any legal or regulatory proceeding.

  1. SERVICES
  • Provision of Hosting Services and Support Services.
    • The Company shall provide the Hosting Services and the usage of the Platform will be purchased by Client.
    • The Company will provide Client Support Services including call center services, SMS gateway services, payment gateway services etc.
    • The Company shall provision and create Client End User accounts within the system solely upon receiving an explicit, written request from the primary Client.
    • The Company shall provide options to configure payment plans and discounts via the Platform which are configurable at the sole discretion of the Client and be made available for End Users. The Company shall not be responsible for any omission on the part of the Client to make use of such options.
    • Payments shall be automatically allocated to accounts based on the predefined sequential hierarchy. The Client acknowledges and agrees that payment allocation outcomes are dependent upon the accuracy and completeness of the Billing Data supplied to the Platform. The Company shall not be liable for any allocation results, reconciliation discrepancies, or financial losses arising from inaccurate, incomplete, duplicate, or improperly structured Billing Data supplied by or on behalf of the Client.
    • The Company shall provide ongoing support as and when requested by the Client.
  • Security of Client and/or End User Data
    • The Company agrees to maintain the security of Client and End Users using industry-standard data security protocols, and other methods reasonably deemed to be adequate for secure business data. The Company shall employ commercially reasonable storage and reasonable precautions to prevent the loss of or alteration to Client/End User Data, however, the Company does not guarantee against any such loss or alteration. The Company is not, and will not be, Client’s or End Users official record keeper. The Company shall also not be liable for data breaches of any third-party service providers.
  • De-Identification
    • The Company may use and disclose Protected Health Information to create de-identified health information and use and disclose the de-identified health information for any purpose, including after any termination of the Agreement.
  • Client Billing Functionality
    • The Company provides the Client Billing Module as a technology platform to facilitate billing, invoicing, payment processing workflows, and related administrative functions. The Company acts solely as a technology service provider and does not act as a merchant of record, payment processor, financial institution, or billing authority.
    • The Client acknowledges and agrees that the Client is solely responsible for the creation, issuance, and accuracy of all invoices and that the Client bears full responsibility for the correctness of all Billing Data, including CPT classifications, service descriptions, pricing, and applicable taxes. The Client is solely responsible for ensuring that it has the legal right and entitlement to issue charges to End Users.
    • The Company does not verify, validate, audit, or assume responsibility for the legality, enforceability, or accuracy of any billing, invoicing, or payment obligations between the Client and End Users. The Company provides infrastructure only and disclaims all responsibility in connection with the underlying billing relationship.

  1. CLIENT OBLIGATIONS AND RESPONSIBILITIES
  • Client Representations and Covenants
    • Client represents and warrants to the Company that (i) Client’s, Client End User’s and/or End User use of the Client Data/ End User Data in connection with the Services (including the right to transfer, store, process and cache Client Data/End User Data in connection with the use of the Platform and the Third-Party Services) complies with all Applicable Laws, and that Client, Client End User and/or End User has received all necessary third party approvals with respect to the Services and its use of the Platform and the Third-Party Services, and (ii) the Client Data, and Client’s use of the Client Data (including storage, processing, and caching of Client Data), and End User Data do not infringe the intellectual property rights of any third party, and Client, Client End User and/or End User agrees to indemnify and hold the Company harmless from any third-party claims arising from Client, Client End User / End Users’ use of the Client Data/End User Data in connection with the Services.
    • Client shall comply with all Applicable Laws and regulations applicable to Client’s conduct of its business, including, without limitation, obtaining and maintaining all applicable federal, state, and local licenses.
    • Client shall obtain all authorizations, consents, and other permissions that are required or necessary under the Telephone Consumer Protection Act, Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 or any other Applicable Law for Client to send any text message, email, automated or pre-recorded telephone call or other form of communication to an End User or other agent or representative of an End User, or any other individual or entity. Client acknowledges and agrees that the Company has no responsibility for obtaining any permission for any communication that Client or Client’s personnel send or otherwise initiates through or in connection with the Platform or any other Third-Party Service used in connection with this Agreement. Client shall indemnify and hold the Company harmless from any penalties, expenses or other losses resulting from a third-party claim that Client, the Company or any third party sent a communication to a Client End User and /or End User or a representative of End User in connection with this Agreement.
    • Client represents and warrants to the Company that (i) Client is not excluded, debarred, suspended, or otherwise sanctioned by any Federal Health Care Program or other federal or state procurement or non-procurement program and (ii) no employee, agent, contractor or other representative of Client is sanctioned by any such program. Client shall notify the Company within two (2) Days of learning that this representation and warranty ceases to be true. The Company may terminate this Agreement in accordance with Section 5.2 if Client breaches Section 4.1.4(i) or Client breaches Section 4.1.4(ii) and fails to terminate its relationship with the sanctioned representative within five (5) Days.
    • The Client shall not conduct (directly or indirectly through contract or otherwise) any form of Penetration Testing of the Platform and Third-Party Services or of any related networks or web applications without the express written approval of the Company that must include the scope and parameters by which Penetration Testing may occur.
    • Client shall indemnify and hold the Company harmless from any penalties, expenses, or other losses resulting from a third-party claim alleging acts or omissions by Client constituting information blocking as defined in 42 U.S.C. § 300jj-52 and regulations thereunder.
  • Data Import Limitations
    • The Client and End User respectively are responsible for providing all Client Data/End User Data in an industry standard format regularly used by the Company in the ordinary course of business. The Client/End User acknowledges and agrees that the Client Data/End User Data available on the Platform and Third-Party Services will reflect the quality of the data provided by the Client/End User. The Company is not responsible for the inability to perform or access Services due to improperly formatted or corrupt files, viruses on media provided, or incompatible backup media or software.
    • Client Data may be ingested into the Platform through manual uploads, application programming interfaces (APIs), direct integrations with the Client’s Practice Management System (PMS), or such other data transmission methods as may be supported by the Company from time to time. Manual uploads may be performed by the Company’s internal personnel using data extracted from the relevant PMS or other source systems, or by the Client providing the required data in a format approved by the Company.
    • Client shall maintain (on a server owned or under the control of Client, or in any other manner Client shall elect) an accurate backup copy of all data provided to the Company. Client acknowledges that transferring Client Data in connection with the use of the Platform or Third-Party Services is subject to the possibility of human and mechanical errors, omissions, and losses, including inadvertent loss of data, or damage to media that may give rise to loss or damage. The Client is responsible to adopt reasonable measures to limit the impact of such problems.
    • The Client acknowledges and agrees that the Company does not verify, validate, audit, or otherwise confirm the accuracy, completeness, integrity, consistency, legality, or quality of any data received through APIs, PMS integrations, manual uploads, or data submissions made by the Client or any third party on the Client’s behalf. The Company shall have no liability whatsoever for any errors, omissions, duplicate records, corrupted data, mapping errors, reconciliation discrepancies, delays, inaccuracies, or losses arising from or relating to such data.
  • Software and Hardware Requirements
    • The Client is responsible for obtaining and licensing, at its own expense, compatible hardware and software required to access and utilize the Platform and Third-Party Services including appropriate telephone lines, modems, Internet service provider and Internet browser.
    • The Client agrees that all software used to access the Platform or Third-Party Services will support the Secure Socket Layer (SSL) protocol.
  • Account Names and Passwords
    • The Client and / or End User is responsible for safeguarding the confidentiality and use of account names and passwords and agrees to take any and all actions necessary to maintain the privacy of such information.
    • End Users are granted access to the platform via a unique URL generated by the system. To safeguard access, End Users must complete an authentication process, which may include verifying specific personal details such as DOB and ZIP Code. Alternatively, End Users may log in by entering their registered email address and mobile number, upon which an OTP will be sent to the provided mobile number or email. End Users who have received an End User ID on their paper statement may also use this identifier to log in. Successful completion of the authentication process will grant the End User access to the platform. End Users are responsible for maintaining the confidentiality of any login credentials and for securing their access to the platform.  No patient account information may be accessed until identity verification is successfully completed.
    • Client/End User shall be liable and responsible for any and all activities conducted through its account, whether or not such activities have been authorized by Client/End User. The Company will deem any communication, data transfer, or use of the Platform or Third-Party Services received under Client’s account names and passwords to be for Client’s benefit and use.
    • Client will promptly notify the Company if account names or passwords are lost, stolen, or are being used in an unauthorized manner. The End User shall have the option of raising any complaints via the customer service communication channels.
  • Ownership of Client Data
    • As between the parties, Client is the owner of all Client Data; provided, however, that nothing herein shall prevent the Company from using or disclosing such Client Data as may be required by Applicable Law, or as otherwise permitted in this Agreement. Without limiting the foregoing, the Company may use and disclose Protected Health Information to create de-identified health information and may use Client Data to provide data aggregation services. As between the parties, the Company is the owner of any de-identified health information and any data set that aggregates Client Data with data from other clients of the Company. In all cases, the identity of Client and/or End User will not be determinable from the de-identified health information or any aggregated data set.
  • Dispute Management
    • The Platform may facilitate the submission, tracking, and management of Disputes between Clients and End Users. An End User cannot raise disputes through the payment portal and must contact customer service via telephone or standard customer support channels to resolve any account discrepancies.
    • Client End Users must submit disputes solely through the portal. The Client Billing Module is the exclusive manner in which disputes can be resolved and is strictly restricted to Client End Users, Clients, and us; it is not accessible to End Users.
    • The pay portal is accessible to End Users and other platform personas for limited purposes, provided that access to any specific patient account requires the successful completion of the identity verification process.
    • The Client retains sole authority and responsibility to; (i) approve or reject Disputes, (ii) reverse payments, (iii) issue refunds, and (iv) reinstate charges. The Company shall not be liable for wrongful reversal or reinstatement of payments, improper handling or resolution of Disputes or any claims arising between Clients and End Users in connection with Disputes.
    • The Client acknowledges and agrees that the Company acts solely as a facilitator of dispute workflows and does not adjudicate, mediate, or resolve Disputes. All decisions relating to Disputes are made solely by the Client and the Company does not guarantee any outcome in respect of any Dispute.
    • The Company shall have no liability or responsibility for the outcome of any Dispute, any decision made by a Client or Client End User in relation to a Dispute, or any losses, claims, damages, costs, liabilities, refunds, reversals, adjustments, or other consequences arising from or relating to a Dispute or its resolution.
  • Role Based Access and Internal Use
    • The Client is solely responsible for assigning and managing user roles under the Role-Based Access Controls (RBAC) framework, maintaining the confidentiality of login credentials and all actions taken by its users within the Platform. Client End User accounts are provisioned by the Company upon a written request from the Client. However, in the event the Client requires support for setting up accounts,  the Company is able to facilitate the same using administrative rights.
    • The Company shall not be liable for unauthorized access arising from the Client’s internal mismanagement, misuse of the Platform by the Client’s personnel or any internal data breaches attributable to the Client’s access controls.

  1. TERM AND TERMINATION
  • Term
    • This Agreement shall be operative from the date of the Client subscribing to the Platform or using the Services provided under the Platform. The Agreement shall remain operative, valid and binding against the Client, the Client End User and End Users in so far as the Client continues using the services under the Platform. This Agreement shall automatically terminate upon the Client ceasing use of the services under the Platform or unsubscribes from the Platform (whichever occurrence is sooner). Notwithstanding anything contained herein either Party may give the other Party thirty (30) days written notice of termination of this Agreement for no cause. This Agreement shall stand automatically terminated upon the liquidation or winding up of a Party.
  • Termination for Cause
    • The Company shall have the right to suspend all Services, or at its option may terminate this Agreement, effective on written notice to the Client, if the Client fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Company’s delivery of written notice thereof. Either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
  • Additional Termination Rights
    • We may terminate this Agreement immediately if:
      • Client becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against Client and not dismissed within 90 Days after commencement of one of the foregoing events.
      • The Client includes in the Platform any content that (i) is obscene, offensive, threatening, or malicious, (ii) violates any Applicable Law, or (iii) otherwise exposes the Company to civil or criminal liability.
      • Any wrongful or unauthorized access to or use of the Platform or the Third-Party Services by Client/End User or other third party.
  • Effect of Termination
    • Upon termination of this Agreement, access to and use of the Platform and all Services shall be terminated. Termination of this Agreement shall not (i) relieve any party from any liability that may have arisen prior to such termination, nor shall such termination relieve Client of its obligation to pay all fees that have accrued or are otherwise owed by Client under this Agreement, except where termination occurs under Section 5.2 above for breach by the Company, and any unpaid fees related to Services; and (ii) limit either Party from pursuing other remedies available to it, including injunctive relief.
    • Upon any termination of this Agreement, the Company shall have the right to maintain a copy of all Client Data/End User Data in accordance with, and for the period of time it determines is required or permitted by, Applicable Law. If within 30 Days of termination of this Agreement, Client requests return of Client Data and Client has not obtained an electronic copy of Client Data through any export functionality of the Platform, the Company will make available data export and retrieval methods and related services to Client that the Company has determined are technically feasible and commercially reasonable as of the Client Data export request date. Client acknowledges that data export and retrieval methods and related services available from the Company may change over time based on the features and functionality of the Platform, regulatory requirements, and other factors. All subsections in Sections 1, 4.5, 5, 6, and 8 including but not limited to payments, dispute resolution, confidentiality and indemnity shall survive any termination of this Agreement.

 

  1. INDEMNITY, WARRANTIES, LIMITATION ON LIABILITY; REMEDIES
  • Company Ownership; Infringement Indemnity
    • All computer programs and related documentation made available, directly or indirectly, by the Company to Client, Client End User/End User as part of the Services are the exclusive property of the Company or the third parties from whom the Company has secured the rights to such services or products. All rights, title, and interest in or to any copyright, trademark, service mark, trade secret and other proprietary right relating to the Platform and the Services are reserved.
    • The Company shall indemnify, defend, and hold harmless Client from and against any and all suits, proceedings, claims, demands, or causes of action by a third party that the Platform infringe upon or misappropriate any United States copyright, patent, trade secret or other intellectual or industrial property right of any kind or nature whatsoever (a “Claim”).
    • The Company shall have no liability under this Section 6.1 to the extent a claim is attributable to (i) combination or use of the Platform with any item, component, product, material, software or process not provided by the Company, if liability would not have arisen but for such combination or use with such item, component, product, material, software or process; (ii) use of the Platform in any way not authorized nor contemplated by this Agreement, if liability would not have arisen but for such unauthorized use; or (iii) any breach by Client, Client End User and / or End User of; (i) any violation of law in the use of the Services under this Agreement, (ii) any breach of the provisions of this Agreement, if liability would not have arisen but for such breach.
    • In the event the Platform are held by a court of competent jurisdiction to, or are believed by the Company to, infringe or misappropriate any third party right, the Company shall have the option, at its expense, to (i) modify the Platform to be non-infringing, (ii) replace the Platform with a non-infringing substitute, (iii) resolve any claim to allow use of the Platform, (iv) obtain for Client a subscription to continue using the Platform, (v) terminate the subscription for the infringing Platform, or (vi) terminate this Agreement.
    • The indemnification obligations set forth in this Section 6.1 are subject to the following conditions: (i) Client shall give the Company written notice of any Claim for which Client intends to claim indemnification within ten (10) Days of the claim; (ii) Client shall give the Company the sole right to control and direct the investigation, defense and settlement of the Claim, including selection of defense counsel; and (iii) Client shall reasonably cooperate with the Company in the investigation, defense and settlement of the claim. Reasonable out-of-pocket expenses incurred by Client in providing such assistance will be reimbursed by the Company. Client shall not settle or compromise any claim, and any such settlement or compromise shall be void as against the Company and shall terminate the Company obligation to indemnify Client with respect to such Claim.
    • Client acknowledges and agrees that the remedies provided in this Section 6.1 are the sole and exclusive remedies of Client, and consequently the sole and exclusive liability of the Company, with respect to any Claim. In any case, the Company liability for indemnification shall be limited to the payment made by the Client the preceding Three (03) months period from the date the Claim arose. The parties agree that the Company’s pricing and other terms and conditions of this Agreement reflect the allocation of risk and the limitation of liability specified herein, and Client acknowledges that without such limitation on liability, the Company would not have entered into this Agreement.
  • Company Warranties; Time Period; Disclaimers
  • Warranty for the Platform and Hosting Services – Subject to Client’s compliance with its obligations under Section 4, the Company represents and warrants that the Platform and Services will perform in all material respects in accordance with the documentation provided by the Company. (This warranty shall apply for a period of ninety (90) Days from the Effective Date). Any breach not reported within such period will be deemed waived and accepted by Client.
  • The Company does not guarantee, represent or warrant that the Client, Client End User and/or End Users use of the Service will be uninterrupted, timely, secure or error-free.
  • The Company does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
  • The Company agrees that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to the Client, Client End User / End User due to unavoidable circumstances.
  • The Client expressly agrees that the use of, or inability to use, the Service is at the sole risk of each the Client / Client End User and the End User. The Service and the Platform delivered to you (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
  • The Client, Client End User and/ or End User understands that the Company cannot and does not guarantee or warrant that information or files downloaded from the Platform will be free of viruses or other destructive code. The Client, Client End User and/ or End User is responsible for implementing sufficient procedures and checkpoints to satisfy the particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Company’s website for any reconstruction of any lost data.
  • Warranty for Data Importation – Subject to Client’s compliance with the terms of Section 4, The Company represents and warrants that the importation of data the Company will conform in all material respects with the written documentation provided by the Company. This warranty shall apply until the earlier of (i) the expiration of five (5) Days from the date the data at issue is imported or (ii) the date the database is first altered in any way by the Client. Any breach not reported within such period will be deemed waived and accepted by Client.
  • Disclaimers – THE WARRANTIES SET FORTH IN THIS SECTION 6.2 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY ORAL REPRESENTATIONS OR WARRANTIES MADE BY OR ON BEHALF OF THE COMPANY AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Company does not warrant that the Platform or the Third-Party Services will operate in the combinations that Client may select for use, that the operation of the Platform or the Third Party Services will be uninterrupted or error-free, free of viruses or any other malicious code, or fit for its intended purpose, or that all Hosted Program errors or the Third Party Services errors will be corrected. Any description of the Platform contained on the Company’s website or promotional materials is for the sole purpose of identifying them, and any such description is not a part of the basis of the bargain and does not constitute a warranty or representation. To the maximum extent permitted by applicable law, the Company shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the services offered under the Platform or any use of the Platform by a Client or an End User.
  • Manual Uploads -. The Client acknowledges that all data submitted, imported, transmitted, uploaded, or otherwise made available to the Platform through manual uploads, APIs, PMS integrations, or other approved ingestion methods is provided entirely at the Client’s own risk. The Client represents and warrants that all Manual Upload Data is accurate, complete, and up to date, has been lawfully obtained, and may be processed by the Company in accordance with these Terms. The Company shall not be liable for corrupted, incomplete, or improperly formatted files, duplicate billing or duplicate records, incorrect mapping of patients, accounts, or transactions, or any errors arising from Manual Upload Data. The Client shall indemnify and hold harmless the Company against any claims, losses, or liabilities arising from or in connection with Manual Upload Data.
  • Client End User and End User Consents and Obligations – The Client shall be solely responsible for obtaining and maintaining all necessary consents, authorizations and legal permissions required to process personal data of the Client End User and / or End Users, and to issue invoices and collect payments through the Platform where relevant. This includes, without limitation consent for billing communications via SMS, email, or other electronic means and consent for dispute-related communications and notifications. The Company shall not be responsible for verifying the existence or validity of such consents.
  • Exculpation of certain Claims; Limitation on Liability
    • The Company uses unrelated third parties to provide the Third-Party Services, and the availability, and accuracy of such Third-Party Services is not within the Company’s control. Client, Client End User and/or End User hereby waives any and all liability and claims which Client, Client End User/End User may have against the Company in connection with the Third-Party Services, except as specifically set forth in Section 6.3, and for liability directly caused by the gross negligence or willful misconduct of the Company.
    • Client, Client End User/End User shall be liable for (and Client, Client End User /End User hereby waives any and all liability and claims which Client, Client End User /End User may have against the Company for), (i) any inaccuracy in Client/End User Data provided by Client and/or End User, (ii) the consequences of any instructions Client may give to the Company, (iii) maintaining and backing up any Client Data, and (iv) Client’s failure to protect Client End User / End User account names and passwords. In addition, the Company is not responsible for (x) Client, Client End User /End User access to the Internet, (y) interception or interruptions of communications through the Internet or (z) changes or losses of data through the Internet, in each case, other than to the extent caused solely by the Company.
    • In connection with use of the Platform and the Third-Party Services, the Company may provide or make available to Client certain templates. Client hereby waives any and all liability and claims which Client may have against the Company or any third party in connection with the use, modification, and/or customization of such templates, except for liability directly caused by the gross negligence or willful misconduct of the Company. FURTHER, the Company IS IN NO WAY ENGAGED IN THE PRACTICE OF MEDICINE OR ACTING AS A PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL OR PROVIDER. ANY TREATMENT, THERAPY, PROCEDURE, INFORMATION, MEDICATION, PRODUCT OR OTHER INFORMATION REFERENCED BY OR THROUGH THE SERVICES ARE NOT INTENDED AS A RECOMMENDATION OR ENDORSEMENT OF ANY COURSE OF TREATMENT, THERAPY, PROCEDURE, INFORMATION, MEDICATION, PRODUCT OR OTHER INFORMATION. THE ULTIMATE RESPONSIBILITY FOR DIAGNOSING AND TREATING ANY PATIENT RESTS WITH THE PATIENT’S HEALTH CARE PROVIDER.
    • The Company shall not have any liability under this Agreement for any disclosure or modification of Client Data, or for any consequences that may arise from such modifications (including, but not limited to, incorrectly modified or lost data), in either case, made by means of access to the APIs by or on behalf of Client, or by means of access by any third party to the extent such third party obtained access to the APIs as a result of disclosure by Client of Client End User / End User IDs or passwords to such third party, any breach of this Agreement by Client, or any negligence by Client, its employees, agents or representatives.

  1. PAYMENT PROVISIONS
  • Fees, Invoicing and Payment; Suspension of Service
    • Client shall pay the fees set by the Company for the Services.
    • Invoices for payment of all Services are to invoiced by the Company to the Client. Fees for one-time Services (e.g., set-up and Implementation Services) are due upon acceptance of any Service and prior to delivery of the applicable Service. Recurring fees (e.g., fees for Hosting Services) begin on the Effective Date and shall be payable monthly in advance and due in full on the first day of each month. Fees that are variable and dependent on actual usage (e.g., per-transaction fees) shall be billed monthly in arrears and due upon receipt.
    • Any amounts payable by Client hereunder which remain unpaid after the due date shall be subject to a finance charge equal to the lesser of 1.5% per month or the maximum amount permitted under Applicable Law, from the due date until the date such amount is paid.
    • Without limiting the additional fees and charges that shall be payable by Client pursuant to Section 7.1.3, if applicable, the Company shall have the right, exercisable in its sole and absolute discretion, to suspend Client’s access to, and use of, the Platform, the Third-Party Services and the Services, in the event that Client has not paid any amounts due hereunder by the time such payment is due.
    • Client shall have ninety (90) Days from receipt of an invoice to dispute any portion of the invoice and any issue not raised by Client in writing within ninety (90) Days from receipt of the invoice is hereby irrevocably waived by Client. To the extent the Company incurs any expenses in collecting (or seeking to collect) unpaid amounts due from Client under this Agreement (including, but not limited to, reasonable attorneys’ fees), Client shall be liable for (and promptly reimburse the Company for any such expenses.
    • Client’s payment obligations hereunder with respect to the Services may (if authorized by Client) be made by direct withdrawal from Client’s bank account. In the event Client has given such authorization, such withdrawal is subject to the operating rules of the National Automated Clearing House Association (“NACHA”). The Company and Client each agree to be bound by and comply with the NACHA rules applicable to it with respect to such withdrawals. Any authorization given by Client shall remain in effect unless and until revoked in writing by an authorized representative of Client and until Client’s bank and the Company have each received such notice and have had reasonable time to act upon such notice.
    • In the event that the Company’ costs of making available the Platform, the Third-Party Services or other Services increase during the Initial Term or any Renewal Term, the Company may increase the fees accordingly.
    • By entering into this Agreement, the Company and Client expressly acknowledge and intend that the terms contained in such documents related to the content and manner of a request for access, exchange, or use of electronic health information (as defined at 45 C.F.R. § 171.102), including any and all terms related to fees, reflect the parties’ mutual agreement (in an arms’ length transaction without coercion) and meet the “content” and “manner requested” conditions of the Content and Manner Exception at 45 C.F.R. §§ 171.301(a) and (b)(1), respectively.
  • Taxes
    • The fees listed in this Agreement do not include taxes; there shall be added to all payments hereunder amounts equal to any applicable taxes levied or based on this Agreement, exclusive of taxes based on the Company’s net income. If the Company is found to be responsible for the withholding and payment of taxes on behalf of Client, Client agrees to indemnify  the Company with respect to the full amount of taxes due, together with applicable interest and penalties. If Client is required to withhold any tax from any payment, then the amount of the payment will be automatically increased to completely offset such tax so that the amount remitted to  the Company, net of all taxes, equals the amount invoiced or otherwise due.
  • Variable Use Service Fees
    • Variable use service fees are subject to external costs (such as SMS and e-mail, postage rates, paper, etc.) and therefore are subject to change with 30-day written notice to Client.
  • Payment Gateway
    • Information relating to electronic transactions entered via the Platform shall be protected by encryption technology. We have partnered with secure payment gateways eg:-Square Payment Gateway Services. The Platform cannot interfere and does not interfere with the payment gateway mechanism/tools/application. The Platform has no access to the information that the Client and/ or End User may enter for making the payment through the payment gateway. Client and/ or End User’s transaction and banking details or other information as required for internet banking or other payment instruments are held by our payment gateway partner. By creating a link to a payment gateway, the Company does not endorse the payment gateway, nor is the Company liable for any failure of products or services offered by such a payment gateway. Such a payment gateway may have a privacy policy different than of the Company. All failures/errors/omissions of the payment gateway shall be solely on the payment gateway. Client and/ or End Users hereby consent and shall not sue the Company for any disputes that Client and/ or End Users may have with the payment gateway for any wrongdoing of the payment gateway. Any disputes arising in terms of the billing module shall be handled in accordance with the terms of this Agreement.
    • The Platform integrates with the third-party Payment Gateway to facilitate payment transactions. The Client acknowledges and agrees that all payment processing services are provided exclusively by the Payment Gateway and are subject to its separate terms and conditions. The Company is not a payment processor and does not process, hold, or control funds at any time and the Company does not assume custody, possession, or control of any monies transacted through the Platform (to the extent applicable). The Company shall not be liable for failed, delayed, or rejected transactions, chargebacks, reversals, or payment disputes initiated through the payment network, fraudulent transactions, or any acts, omissions, or system failures of the Payment Gateway.

  1. GENERAL TERMS
  • Confidential Information
    • All Confidential Information disclosed hereunder will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information, but in no case less than reasonable care; provided, however, that the Company may disclose Protected Health Information included within the Confidential Information. The receiving party will limit access to Confidential Information to its affiliates, employees, and authorized representatives with a need to know and will instruct them to keep such information confidential. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party (i) to the extent necessary to comply with any Applicable Law, (ii) as appropriate, to respond to any summons or subpoena or in connection with any litigation, and (iii) to any vendor with which the Company has an API (if Client has elected to use such API).
    • Client, Client End User/End User acknowledges that the Company, its affiliates or its recommended vendors may use Confidential Information as permitted by Applicable Law to evaluate possible commercial arrangements between the Company, its affiliates or its recommended vendors, Client or End Users, and to communicate with Client, Client End User /End User from time to time regarding the Company, its affiliates’ or its recommended vendors’ products and services (including, without limitation, Third Party Services) that may improve the efficiency of Client’s operations or otherwise benefit Client.
    • The obligations of the Company set forth in this Section 8.1 shall not apply to any suggestions and feedback for product or service improvement, correction, or modification provided by Client in connection with any present or future the Company product or service, and, accordingly, neither the Company nor any of its clients or business partners shall have any obligation or liability to Client with respect to any use or disclosure of such information. In addition, subject to any limitations imposed by HIPAA, with Client’s consent (which is hereby given), the Company may use internet/website analytics software tools and programs that collect, transmit, store, disclose and analyze certain information about the actual use of the Platform by Clients, Permitted Entities and/or Providers (such as, but not limited to, pages viewed, links clicked, help functions used and other workflow information); such information shall not be considered Confidential Information hereunder and may be used by the Company for the purpose of license administration, error resolution and product analysis and improvement
  • Communications
    • For the avoidance of doubt, nothing in this Agreement shall be construed to prohibit or restrict any communication in a manner that violates the Condition of Certification at 45 C.F.R. § 170.403(a).
  • Trademarks and Publicity
    • Except for linking to the Company Platform, Client, Client End User /End User may not use any the Company logo or trademark, whether or not such mark(s) are registered, without prior written approval from the Company. This includes use on printed materials of any kind as well as electronic mediums such as internet web pages or email. Furthermore, the use of the Company name (or any derivative thereof) in Client’s URL, Business Name, or the names of any add-on products or services Client may be offering independent of the Company is strictly prohibited. Additionally, using the Company name in paid targeted keyword advertising campaigns on search engines is also prohibited. Client / Client End User shall not use the Company name, nor any adaptation or variation thereof, in any advertising, promotion or sales literature without the Company prior written consent in each instance.
  • Prohibited Uses

In addition to other prohibitions as set forth in this Agreement, Client, Client End User /End User are prohibited from using the Company Platform or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

  • Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

  • Notice
    • Client agrees to notify the Company of any changes to Client’s business address, business contact, and support contact within ten (10) Days of any change thereto. All notices required or permitted hereunder shall be given in writing or as specifically set forth in the applicable section of this Agreement. To expedite order processing, Client agrees that the Company may treat documents emailed or faxed by Client to the Company as original documents; nevertheless, either party may require the other to exchange original signed documents to evidence an order for Services.
  • S. Government
    • The Platform and accompanying documentation are commercial computer software and documentation developed exclusively at private expense and in all respects are proprietary data belonging to the Company. If the Platform and accompanying documentation are used under the terms of a Department of Defense or civilian agency contract, the use, reproduction and disclosure of such software and documentation by the Government is subject to the restrictions set forth in this Agreement in accordance with 48 C.F.R. 227.7202 or 48 C.F.R. 12.212, respectively.
  • Other Terms
    • The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other, or subsequent, default or breach.
    • Except for actions for nonpayment or breach of the Company’s proprietary rights in the Platform, no action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action has accrued.
    • This Agreement constitutes the complete Agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.
    • Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employment, franchise, or other relationship between the Company and the Client, Client End User /End User.
    • the Company may assign this Agreement or any rights or obligations under this Agreement to a third party. Client may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed; any such assignment without the prior consent of the Company shall be void. The Company may use subcontractors to perform Services under this Agreement; provided, however, that such subcontracting shall not relieve the Company from responsibility for performance of its duties hereunder.
    • The Company has no obligation to any third party by virtue of this Agreement, including any Client, Client End User and / or the End User. Providers of Third-Party Services shall be third party beneficiaries to this Agreement with respect to the Services provided to the Client.
    • If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the fullest extent possible, the economic, business, and other purposes of this Agreement.
    • Client, Client End User /End User acknowledges and agrees that calls to and from the Company may be monitored or recorded.
    • The Company may modify or amend the terms of this Agreement between the parties, including these Terms of Service and the terms applicable to any Third-Party Services (including the Terms of Use applicable thereto), upon written notice, e-mail or otherwise, to Client. Following any such notification, Client shall have the right for a period of thirty (30) Days from receipt to inform the Company in writing that it does not accept the modification or amendment of this Agreement. If Client does not notify the Company in writing that it does not accept such modification or amendment within such thirty (30) Day period, and continues to access and use the Platform and/or receive the Services, this shall be deemed agreement by the Client to the modification or amendment. If Client properly notifies the Company that it does not accept the new terms within the thirty (30) Day period, then Client may continue to access and use the Platform and Third-Party Services until the end of Client’s then current term, at which time this Agreement, and Client’s access to and use of the Platform and its receipt of Services, shall terminate. By the use of the End User and / or the Client End User of the Services under this Platform the End User and the Client End User automatically consents to be bound under the applicable terms and conditions hereunder.

Notwithstanding anything to the contrary in this Agreement, if the Company determines that an amendment to this Agreement is necessary in order for a party to comply with a requirement of an Applicable Law, then the Company may amend this Agreement upon written notice identifying the Applicable Law requirement to Client and specifying an amendment effective date that is on or after the earlier of (i) the compliance effective date of the Applicable Law requirement or (ii) thirty (30) days after Client receives the written notice of the amendment. If Client notifies the Company that Client disagrees with the Company determination that the amendment is necessary within thirty (30) days of receipt of the Company’s notice of the amendment, then the amendment will become effective on the effective date in the Company’s notice and Client may terminate this Agreement effective at any time on or after the amendment effective date and before the end of Client’s then-current term. To the extent that the Company determines, in its sole discretion, that any provision is contrary to Applicable Law, then the Company will not enforce any such provisions.

  • No Legal Advice – Client’s use of the Platform, Third Party Services, or any Reminder Templates, forms or other documentation made available to Client in no way constitutes the provision of legal advice the Company to Client.
  • Force Majeure – The Company is not liable under this Agreement for the Company non-performance caused by acts of war, terrorism, natural disasters (e.g., hurricanes, earthquakes), human-made disasters, other acts of God or nature, public health emergencies (including pandemics), public safety incidents, telecommunication or internet service interruption, strikes or other labor disputes or unrest, civil insurrections, riots, or other acts of civil disorder, acts of military, civil, or regulatory authority or any other events, conditions or causes beyond the Company’s reasonable control.
  • Electronic Signature: Client expressly agrees not to contest the validity of any electronic signature because the signature is performed electronically.

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