Terms of Service

1. Agreement to Terms

By accessing or using the services provided by CareAxis Medical Services Organization ("CareAxis," "we," "us," or "our"), you agree to be bound by these Terms of Service and all applicable laws and regulations. If you do not agree with any of these terms, you are prohibited from using or accessing our services.

These Terms of Service apply to all users of the service, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

2. Definitions

Throughout these Terms of Service, the following terms shall have the meanings set forth below:

"Services"

Refers to all medical billing, coding, credentialing, denial management, accounts receivable, virtual staff, and other healthcare-related services provided by CareAxis.

"Client" or "You"

Refers to the individual, practice, or organization that has engaged CareAxis to provide Services.

"Protected Health Information" or "PHI"

Has the meaning given to it under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health Act (HITECH).

"Confidential Information"

Includes all non-public information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

"User Account"

Refers to the account created by a Client to access and use our Services.

3. Services Description

CareAxis provides healthcare administrative services including but not limited to:

• Medical billing and coding services
• Provider credentialing and enrollment
• Verification of benefits
• Denial management and appeals
• Accounts receivable management
• Virtual staff solutions
• Revenue cycle management
• Practice management consulting

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, including the availability of any feature, database, or content.

4. Account Registration

To access certain features of our Services, you may be required to register for an account. When registering for an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your password and accept all risks of unauthorized access to your account
• Notify us immediately if you discover or otherwise suspect any security breaches related to the Services
• Take responsibility for all activities that occur under your account

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at our sole discretion.

5. Fees and Payment

Fees for our Services will be set forth in the service agreement between CareAxis and the Client. By using our Services, you agree to the following payment terms:

If you dispute any charges, you must notify us in writing within 30 days of the invoice date. Failure to notify us within this period will result in your waiver of any claim regarding such disputed charges.

6. Confidentiality and Data Security

Both parties agree to maintain the confidentiality of the other party's Confidential Information. Specifically:

6.1. Protected Health Information

CareAxis agrees to comply with all applicable laws and regulations regarding the handling of PHI, including HIPAA and HITECH. We will implement appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of PHI.

6.2. Confidential Information

Each party agrees to:

• Use the other party's Confidential Information only for the purposes of fulfilling its obligations under these Terms
• Not disclose Confidential Information to any third party without prior written consent
• Limit access to Confidential Information to those employees, contractors, and agents who need to know such information
• Use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information

6.3. Exceptions

The obligations in this section do not apply to information that:

• Was lawfully in the receiving party's possession before receiving it from the disclosing party
• Is or becomes publicly known through no fault of the receiving party
• Is rightfully obtained by the receiving party from a third party without restriction
• Is independently developed by the receiving party without use of the disclosing party's Confidential Information
• Is required to be disclosed by law, regulation, or court order

7. Intellectual Property Rights

All intellectual property rights in and to our Services, including but not limited to software, algorithms, processes, methodologies, and documentation, are and will remain the exclusive property of CareAxis and its licensors.

You are granted a limited, non-exclusive, non-transferable, revocable license to use our Services for your internal business purposes in accordance with these Terms.

You retain all rights to your data, including patient information and practice data. By using our Services, you grant CareAxis a license to use, reproduce, and process your data solely for the purpose of providing the Services to you.

8. Client Responsibilities

As a Client, you agree to:

• Provide accurate and complete information necessary for us to provide the Services
• Cooperate with our reasonable requests for information and assistance
• Obtain all necessary consents, authorizations, and releases from patients as required by law
• Maintain appropriate malpractice and other insurance coverage
• Comply with all applicable laws, regulations, and professional standards
• Notify us promptly of any changes that may affect our ability to provide Services

9. Limitation of Liability

To the fullest extent permitted by law, in no event shall CareAxis, its affiliates, directors, employees, or agents be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to the use of, or inability to use, the Services.

Our total cumulative liability to you for all claims arising from or related to these Terms or the Services, whether in contract, tort, or otherwise, shall not exceed the total amount of fees paid by you to us for the Services in the six (6) months preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless CareAxis, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of and access to the Services
• Your violation of any term of these Terms of Service
• Your violation of any third-party right, including without limitation any copyright, property, or privacy right
• Any claims that your data caused damage to a third party
• Your failure to obtain proper patient consents and authorizations

This indemnification obligation will survive the termination of these Terms and your use of the Services.

11. Termination

These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Services.

We may suspend or terminate your access to the Services at any time, without notice, for conduct that we believe violates these Terms or is harmful to other users of our Services, us, or third parties, or for any other reason.

Upon termination, all rights granted to you under these Terms will immediately cease, and you must cease all use of the Services. Provisions of these Terms that by their nature should survive termination shall survive termination, including without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled through good faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation before resorting to arbitration or litigation.

Any mediation or arbitration shall take place in Santa Clara County, California. The prevailing party in any legal action or proceeding to enforce these Terms shall be entitled to recover costs and attorneys' fees.

13. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

14. Miscellaneous

Entire Agreement: These Terms constitute the entire agreement between you and CareAxis regarding our Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral.

Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Severability: If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void.

Notices: All notices must be in writing and will be deemed given when delivered personally, sent by confirmed facsimile transmission, or sent by certified or registered mail (return receipt requested) to the addresses provided in your service agreement.