These Terms of Service apply to the Hosted Programs and Third Party Services offered, or made available, by BillRez. By subscribing for access to, or using, the Hosted Programs and the Third Party Services, Client agrees to be bound by these Terms of Service.

1. DEFINITIONS

1.1 “BillRez” means BillRez Technologies LLC, a Texas Limited Liability Company.

1.2 “Client Data” means all information entered by Client into the Hosted Programs or the Third Party Services.

1.3 "Data Storage" means disk space allocated for the storage of documents, images, scheduled reports and other files (including Client Data). Data Storage does not include application data stored in the SQL server database.

1.4 “Electronic Services” means the aggregation, generation, transmission and processing of information related to settlements (including medical bills) to a third party by the Hosted Programs, on behalf of the provider on the one hand, and a payor, on the other.

1.5 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and the rules and regulations promulgated thereunder.

1.6 “Hosted Programs” means the computer software programs owned or licensed by BillRez in source code form, and that Client has access to in connection with the receipt of Revenue Services; provided, however, that the term “Hosted Programs” does not include any Third Party Service.

1.7 “Hosting Services” means (i) BillRez’s provision of access to and use of the Hosted Programs or the Third Party Services by Client, and (ii) and the storage, retrieval and processing of Client Data in connection with the use of the Hosted Programs and the Third Party Services.

1.8 “Office Key” means an authorization code issued by BillRez to Client, pursuant to which Client is authorized to access and use the Hosted Programs and the Third Party Services.

1.9 “Penetration Testing” means the practice of testing the Hosted Programs or Third Party Services and any related networks or web applications to find vulnerabilities that an attacker could exploit.

1.10 “Personnel” means the employees, agents, subcontractors, or assistants of the Clients. The use of the term “Client” shall include Client’s Personnel.

1.11 “Standard Rate” means, with respect to any service, BillRez’s standard rate for such service (including, if applicable, time and material charges), as set forth in BillRez’s standard fee schedules, as in effect from time to time.

1.12 “Support Services” means those support services provided by BillRez as set forth at Support Policy available at http://www.BillRez.com, as such may change from time to time in the sole and absolute discretion of BillRez.

1.13 “Terms of Service” means these terms of service, including any Exhibit hereto, in all cases, as such may be updated, revised, modified or amended from time to time as permitted herein.

1.14 “Third Party Services” means any software, offering, product or functionality that Client uses (whether or not specifically subscribed for) but which is provided by an independent third party.

2. USE OF HOSTED PROGRAMS AND THIRD PARTY SERVICES

2.1 Right to Use Hosted Programs and Third Party Services.

A. BillRez grants to Client a non-exclusive, non-transferable right for Client to access and use the Hosted Programs and Third Party Services. Client shall be entitled to access and use the Hosted Programs and the Third Party Services solely for Client’s own internal business operations.

B. Client shall not transfer, sell, lease, or lend the Hosted Programs or the Third Party Services, or any software or systems used to provide the Hosted Programs or the Third Party Services, or any contents, information, tools, and resources therein, to any third party. Client shall not (i) allow any third party to access or use the Hosted Programs or the Third Party Services, or (ii) access or use the Hosted Programs or the Third Party Services for third-party training, commercial time-sharing, software hosting, rental or service bureau use.

C. Client shall not download, modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Hosted Programs or the Third Party Services or in any software or system used by BillRez in connection with providing the Hosted Programs or the Third Party Services.

D. As between the parties, BillRez retains all title and interest in any copyrights, patents, trade secrets, know- how and other proprietary rights of any kind in the Hosted Programs, the Third Party Services, any custom Templates (including without limitation reports, forms, agreements, or similar documents found in or derived from those found in BillRez’s library) developed by BillRez on behalf of Client or otherwise, and any software or other intellectual property developed by BillRez. Client does not acquire any rights, express or implied, in the Hosted Programs, the Third Party Services, or any software or other intellectual property developed by BillRez, other than the right to access and use the Hosted Programs, the Third Party Services, and such software or intellectual property as set forth in the Agreement. Any information provided to BillRez by the Client during the process of developing custom Templates 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 Hosted Programs, the Third Party Services, any custom Templates developed by BillRez on behalf of the Client, and any software or other intellectual property developed by BillRez 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 Hosted Programs, the Third Party Services, and custom Templates developed by BillRez on behalf of the Client, and any software or other intellectual property developed by BillRez as part of the Services. BillRez may terminate or suspend Client’s access to and use of the Hosted Programs, the Third Party Services and such software or intellectual property (in whole or in part) at any time, with or without notice, if BillRez has reason to believe that Client has violated the terms set forth in this Section 2.1

2.2 Verification. BillRez or its agents shall have the right to monitor use of the Hosted Programs and the Third Party Services by Client. This audit right includes, but is not limited to, electronic monitoring at any time.

3. SERVICES

3.1 Provision of Hosting Services and Support Services.

A. BillRez shall provide the Hosting Services.

B. BillRez shall provide Support Services.

3.2 Security of Client Data. BillRez agrees to maintain the security of Client Data using methods reasonably deemed to be adequate for securing business data. BillRez shall employ commercially reasonable storage and reasonable precautions to prevent the loss of or alteration to Client’s Data, but BillRez does not guarantee against any such loss or alteration. BillRez is not and will not be, Client’s official record keeper.

3.3 De-Identification. BillRez may use and disclose Protected Health Information to create de-identified health information and use and disclose the de-identified health information in accordance with the Business Associate Agreement in effect between the parties from time to time.

3.4 Data Storage. Unless otherwise set forth in a written agreement between BillRez and Client, during the term of the agreement between BillRez and Client, Client is allowed 20 gigabytes of Data Storage and any Data Storage in excess of 20 gigabytes for Client will be billed in increments and at BillRez’s Standard Rate.

3.7. Suspension of Access to Hosted Programs. BillRez shall have the right, exercisable in its sole and absolute discretion, to suspend Client’s access to, and use of, the Hosted Programs and the Third Party Services in the event that Client has not paid any amounts due to BillRez by the time such payment is due.

4. CLIENT OBLIGATIONS AND RESPONSIBILITIES

4.1 Client Representations and Covenants.

A. Client represents and warrants to BillRez that (i) Client’s use of the Client Data (including the right to transfer, store, process and cache Client Data in connection with the use of the Hosted Programs and the Third Party Services) complies with all applicable federal, state and local laws and regulations, and that Client has received all necessary third party approvals with respect to its use of the Hosted Programs 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), do not infringe the intellectual property rights of any third party, and Client agrees to indemnify and hold BillRez harmless from any third-party claims arising from Client’s use of the Client Data.

B. Client shall comply with all federal, state and local laws and regulations applicable to Client’s conduct of its business, including, without limitation, obtaining and maintaining all federal, state and local licenses.

C. Client shall not conduct any form of Penetration Testing of the Hosted Programs and Third Party Services or any related networks or web applications without the express written approval of BillRez that must include the scope and parameters by which Penetration Testing may occur.

4.2 Data Import Limitations. Client is responsible for providing all Client Data in an industry standard format regularly used by BillRez in the ordinary course of business. Client acknowledges and agrees that the Client Data available in the Hosted Programs and Third Party Services will be a reflection of the quality of the data provided by the Client. BillRez is not responsible for inability to perform or access the Hosted Programs or Third Party Services due to improperly formatted or corrupt files, viruses on media provided, or incompatible backup media or software. 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 BillRez. Client acknowledges that transferring Client Data in connection with the use of the Hosted Programs or Third Party Services is subject to the possibility of human and machine errors, omissions, and losses, including inadvertent loss of data, or damage to media that may give rise to loss or damage. Client is responsible to adopt reasonable measures to limit the impact of such problems.

4.3 Software and Hardware Requirements.

A. Client is responsible for obtaining access to the Internet using software and hardware that meet BillRez’s published system requirements, including security requirements. These system requirements are available at https://www.BillRez.com/system-requirements/, as such may be in effect from time to time.

B. Client agrees to access the Hosted Programs and Third Party Services, and to store and retrieve data using third party programs, including (without limitation) Internet “browser” programs, that support data security protocols compatible with those specified by BillRez. Client agrees that all software it uses to access the Hosted Programs or Third Party Services will support the Secure Socket Layer (SSL) protocol.

4.4 Account Name and Passwords.

A. Client may designate user account names and passwords for users that have access to the Hosted Programs or Third Party Services. Client 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.

B. Client shall be liable and responsible for any and all activities conducted through its account, whether or not such activities have been authorized by Client. BillRez will deem any communication, data transfer, or use of the Hosted Programs or Third Party Services received under Client’s account names and passwords to be for Client’s benefit and use.

C. Client will promptly notify BillRez if account names or passwords are lost, stolen, or are being used in an unauthorized manner. Upon BillRez’s request, Client will provide BillRez with accurate and complete registration information for users that have access to the Hosted Programs or Third Party Services.

4.5 Ownership of Client Data. As between the parties, Client is the owner of all Client Data; provided, however, that nothing herein shall prevent BillRez from using or disclosing such Client Data as may be required by law, or as otherwise permitted in the Terms of Service or the Business Associate Agreement in effect between the parties from time to time. Without limiting the foregoing, BillRez 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, BillRez is the owner of any de-identified health information and any data set that aggregates Client Data with client data from other BillRez clients. In all cases, the identity of Client will not be determinable from the de-identified health information or any aggregated data set.

5. SUSPENSION OF ACCESS

5.1 BillRez may suspend Client’s use and access to the Hosted Services or Third Party Services immediately in the event Client or its employee(s) includes in the Hosted Programs any content that is obscene, offensive, threatening or malicious, or which violates any applicable law or regulation or which otherwise exposes BillRez to civil or criminal liability.

5.2. BillRez may suspend Client’s use and access to the Hosted Services or Third Party Services immediately in the event of any wrongful or unauthorized access to or use of the Hosted Programs or the Third Party Services by Client or other third party.

6. INDEMNITY, WARRANTIES, LIMITATION ON LIABILITY; REMEDIES

6.1 BillRez Ownership; Infringement Indemnity.

A. All computer programs and related documentation made available, directly or indirectly, by BillRez to Client are the exclusive property of BillRez or the third parties from whom BillRez 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 Hosted Programs are reserved.

B. BillRez 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 Hosted Programs 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”).

C. BillRez shall have no liability under this Section 6.1 to the extent a Claim is attributable to (i) combination or use of the Hosted Programs with any item, component, product, material, software or process not provided by BillRez, 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 Hosted Programs in any way not authorized nor contemplated by these Terms of Service or any agreement under which Client is granted access to, or use of, the Hosted Programs or Third Party Services, if liability would not have arisen but for such unauthorized use; or (iii) any breach by Client of these Terms of Service or any agreement under which Client is granted access to, or use of, the Hosted Programs or Third Party Services, if liability would not have arisen but for such breach.
D. In the event the Hosted Programs are held by a court of competent jurisdiction to, or are believed by BillRez to, infringe or misappropriate any third party right, BillRez shall have the option, at its expense, to (i) modify the Hosted Programs to be non-infringing, (ii) replace the Hosted Programs with a non-infringing substitute, (iii) resolve any Claim to allow use of the Hosted Programs, or (iv) obtain for Client a subscription to continue using the Hosted Programs, (v) terminate the subscription for the infringing Hosted Programs.

E. The indemnification obligations set forth in this Section 6.1 are subject to the following conditions: (i) Client shall give BillRez written notice of any Claim for which Client intends to claim indemnification within ten (10) business days of the Claim; (ii) Client shall give BillRez 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 BillRez 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 BillRez. Client shall not settle or compromise any Claim, and any such settlement or compromise shall be void as against BillRez and shall terminate BillRez’s obligation to indemnify Client with respect to such Claim.

F. 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 BillRez, with respect to any Claim.

6.2. BillRez Warranties; Time Period; Disclaimers.

A. Warranty for the Hosted Programs and Hosting Services. Subject to Client’s compliance with its obligations under Sections 4.2 and 4.3, BillRez represents and warrants that the Hosted Programs and Hosted Services will perform in all material respects in accordance with the documentation provided by BillRez within the Hosted Programs (titled “Guides”). 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.

B. Warranty for Data Importation. Subject to Client’s compliance with the terms of Section 4.2, BillRez represents and warrants that the importation of data by BillRez will conform in all material respects with the written documentation provided by BillRez. This warranty shall apply until the earlier of (i) the expiration of five (5) business days from the date the data at issue is imported, or (ii) the date the database is first altered in any way to suit the Client. Any breach not reported within such period will be deemed waived and accepted by Client.

C. Warranty for Other Services. BillRez warrants that the Support Services will be performed in a manner that is consistent with generally accepted industry standards for such service.

D. 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 BillRez AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BillRez does not warrant that the Hosted Programs or the Third Party Services will operate in the combinations that Client may select for use, that the operation of the Hosted Programs 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 Hosted Programs contained on BillRez’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.

6.3. Exclusive Remedies. For any breach of the representations and warranties contained in Section 6.2, Client’s exclusive remedy, and BillRez’s entire liability, shall be as follows:

A. With respect to a breach of the representation and warranty set forth in 6.2A, BillRez shall correct the errors that caused BillRez to breach its warranty to Client.

B. With respect to a breach of the representation and warranty set forth in 6.2B, upon verification of the error, BillRez shall, at its option, either correct the database or refund the amount paid for the data import service.

C. With respect to a breach of the representation and warranty set forth in 6.2D, BillRez shall re-perform the applicable Support Service.

6.4 Exculpation of Certain Claims; Limitation on Liability.

A. BillRez uses unrelated third parties to provide the Third Party Services, and the availability, and accuracy of such Third Party Services is not within BillRez’s control. Client hereby waives any and all liability and claims which Client may have against BillRez 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 BillRez.

B. Client shall be liable for (and Client hereby waives any and all liability and claims which Client may have against BillRez for), (i) any inaccuracy in Client Data provided by Client, (ii) the consequences of any instructions Client may give to BillRez, (iii) maintaining and backing up any Client Data, and (iv) Client’s failure to protect user account names and passwords. In addition, BillRez is not responsible for (x) Client’s 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.

C. In connection with use of the Hosted Programs and the Third Party Services, BillRez may provide or make available to Client certain Templates, agreements, and forms. Client hereby waives any and all liability and claims which Client may have against BillRez or any third party in connection with the use, modification, and/or customization of such Templates, agreements and forms, except for liability direct caused by the gross negligence or willful misconduct of BillRez. FURTHER, BillRez 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 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.

D. BillRez shall not have any liability under these Terms of Service 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 keys, user IDs or passwords to such third party, any breach of these Terms of Service by Client, or any negligence by Client, its employees, agents or representatives.

E. This Section 6.4 sets forth the full extent of BillRez ‘s liability for damages resulting from these Terms of Service, regardless of the form in which such liability of claim for damages may be asserted. The provisions allocate the risks between BillRez and Client. The parties agree that BillRez’s pricing and other terms and conditions reflect the allocation of risk and the limitation of liability specified herein, and Client acknowledges that without such limitation on liability and Client’s agreement to maintain redundant copies of all data provided to BillRez in connection with the Services, BillRez would not have granted Client access to, or allowed Client to use, the Hosted Programs or Third Party Services.

7. GENERAL TERMS

7.1. Trademarks and Publicity. Except for linking to BillRez web sites, Client may not use any BillRez logo or trademark, whether or not such mark(s) are registered, without prior written approval from BillRez. 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 BillRez 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 BillRez is strictly prohibited. Additionally, using the BillRez name in paid targeted keyword advertising campaigns on search engines is also prohibited. Client shall not use BillRez’s name, nor any adaptation or variation thereof, in any advertising, promotion or sales literature without BillRez’s prior written consent in each instance.

7.2. Governing Law and Dispute Resolution. These Terms of Service, and all matters arising out of or relating to these Terms of Service, shall be governed by the laws of the State of Texas applicable to contracts made and wholly performed in such state. Any controversy or claim arising out of or relating to the Terms of Service, or breach thereof, shall be submitted to the following procedure: (i) direct negotiation in a settlement conference to be scheduled as soon as possible after the dispute arises;
(ii) if no resolution is reached within sixty (60) days of the settlement conference, the parties will submit the dispute to non-binding mediation in Dallas County, Texas under the mediation rules of the American Arbitration Association; and (iii) if no settlement is reached within sixty (60) days of the start of mediation, either party may seek legal redress in a forum of competent jurisdiction.

7.3. Other Terms.

A. The waiver by either party of any default or breach of these Terms of Service shall not constitute a waiver of any other, or subsequent, default or breach.

B. Except for actions for breach of BillRez’s proprietary rights in the Hosted Programs, no action, regardless of form, arising out of these Terms of Service may be brought by either party more than one year after the cause of action has accrued.

C. These Terms of Service constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof.

D. BillRez may assign these Terms of Service or any rights or obligations under these Terms of Service to a third party. Client may not assign these Terms of Service or any rights or obligations hereunder without the prior written consent of BillRez, which consent shall not be unreasonably withheld or delayed; any such assignment without the prior consent of BillRez shall be void. BillRez may use subcontractors to perform services under these Terms of Service; provided, however, that such subcontracting shall not relieve BillRez from responsibility for performance of its duties hereunder.

E. BillRez has no obligation to any third party by virtue of these Terms of Service, including any patient of any Client. Providers of Third Party Services shall be third party beneficiaries to these Terms of Service with respect to the services provided to Client.

F. If any of the provisions of these Terms of Service shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire these Terms of Service, 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 these Terms of Service.

G. BillRez may modify or amend the Business Associate Agreement between the parties, 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 BillRez in writing that it does not accept the modification or amendment. If Client does not notify BillRez in writing that it does not accept such modification or amendment within such thirty (30) day period, and continues to access and use the Hosted Programs and/or receive the Revenue Services, this shall be deemed agreement by the Client to the modification or amendment. If Client properly notifies BillRez that it does not accept the new terms within the thirty (30) day period, then Client’s access to and use of the Hosted Programs shall terminate.

Annex A: Third Party Services Terms and Conditions


The terms and conditions set forth in this Annex A apply to use by Client of various Third Party Services constituting party of the Hosted Programs and are required by the third parties that provide such services. Capitalized terms used but not defined in these terms and conditions shall have the meaning ascribed to such terms in the Agreement.

1.1 Twilio Services. If Client uses Twilio Services, Client agrees to be bound by the terms of use available here: https://www.twilio.com/legal/tos and the acceptable use policy available here http://www.twilio.com/legal/aup both of which may be modified from time to time by Twilio as described therein.

1.2 Stripe. Payment processing services for providers on BillRez are provided by Stripe and are subject to the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal), which includes the Stripe Terms of Service (https://stripe.com/legal) (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a provider on BillRez, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of BillRez enabling payment processing services through Stripe, you agree to provide BillRez accurate and complete information about you and your business, and you authorize BillRez to share it and transaction information related to your use of the payment processing services provided by Stripe.