Carepatron Billing Services Terms

Version 1.0 — Last Updated: July 20, 2026

These Billing Services Terms (these "Terms") govern the medical billing and revenue cycle management services (the "Services") that Carepatron provides to healthcare providers. These Terms are a binding agreement between Care Patron Limited ("Carepatron," "Company," "we," "us," or "our") and the healthcare provider entity that accepts these Terms ("you," "your," or "Client").

Carepatron provides revenue cycle management and medical billing services. You are a healthcare provider that wishes to engage Carepatron to perform billing services on your behalf.

ACCEPTANCE OF THESE TERMS

By clicking "I accept" (or a similar button or checkbox), by subscribing to the Services, or by accessing or using the Services, you agree to be bound by these Terms, together with the documents incorporated by reference below. If you do not agree to these Terms, do not subscribe to or use the Services.

Authority to bind. You represent and warrant that the individual accepting these Terms is authorized to bind the healthcare provider entity on whose behalf the Services are engaged, and that the entity is authorized to enter into these Terms.

Effective Date. The "Effective Date" of these Terms, as applied to you, is the date on which you first accept these Terms or begin using the Services, whichever is earlier.

Documents incorporated by reference. These Terms incorporate the following, each of which forms part of your agreement with us:

(a) The Carepatron Billing Services Pricing page (the "Pricing Page"), which sets out the current fees for the Services and is incorporated into these Terms in place of a negotiated fee schedule;

(b) The Carepatron Business Associate Agreement (the "BAA") governing Protected Health Information — the same BAA published by Carepatron and incorporated into your Carepatron platform agreement — which applies to Protected Health Information processed in connection with the Services; and

(c) Any onboarding or intake forms and any payer-specific authorization or representative designation forms you sign in connection with the Services.

Relationship to other Carepatron agreements. If you maintain a separate software license, subscription, or terms of service agreement with Carepatron for use of Carepatron's technology platform (the "Platform Terms"), those Platform Terms remain in effect and are not modified by these Terms. The order of precedence among these documents is set out in Section 8.3.

Changes to these Terms. We may modify these Terms as described in Section 8.4. The "Last Updated" date above reflects the current version. When you accept these Terms, we record the version and date of your acceptance.

1. SERVICES

1.1 Scope of Services

We shall perform the following on your behalf as part of the Services:

(a) Preparation and submission of claims to insurance payers, government programs (including Medicare and Medicaid), and other third-party payers, electronically and on paper as applicable;

(b) Patient eligibility and benefits verification using electronic eligibility checks (such as 270/271 transactions) and payer portals. We may, at our discretion, attempt follow-up payer contact to resolve inconclusive electronic results. We shall use commercially reasonable efforts to verify patient benefits; such checks reflect payer-reported information and are not warranted as exhaustive or always current. Where we are unable to confirm active coverage for an encounter after such efforts, or where verification confirms no active coverage, we shall bill the encounter as self-pay (patient-responsibility) unless you provide alternative instruction within a reasonable time. Self-pay encounters are billed and collected under our standard patient-billing workflow described in Sections 1.1(e) and 1.1(f);

(d) Payment posting and reconciliation of insurance payments, patient payments, and contractual adjustments;

(e) Patient billing, statement generation, and billing-related patient inquiries, using your practice name;

(f) Accounts receivable follow-up and aging management;

(g) Monthly financial and performance reporting, including but not limited to an account analysis report, aging report, and accounts receivable reconciliation, delivered within ten (10) business days of each month-end; and

(h) Provider credentialing and payer enrollment support, under your own Tax Identification Number(s) and National Provider Identifier(s), as further described in the Credentialing Services section below (the "Credentialing Addendum").

1.2 Excluded Services

We are not responsible for and do not provide:

(a) Selection of diagnosis codes (ICD-10-CM), procedure codes (CPT/HCPCS), or modifiers — clinical coding decisions remain your sole responsibility;

(b) Creation, alteration, or maintenance of clinical documentation or medical records;

(c) Determining the accuracy or truthfulness of documentation and information provided by you, except to the extent necessary to identify errors or omissions that would preclude submission of a claim under applicable billing standards or payer rules;

(d) Clinical decision-making, treatment recommendations, or medical advice;

(e) Submitting any claim that we believe to be inaccurate, unsupported by documentation, or fraudulent;

(f) Prior authorization. Determining whether a service requires prior authorization, obtaining prior authorization from payers, communicating with payers regarding authorization decisions, tracking authorization status, and initiating reauthorizations are your sole responsibility. We do not submit, track, or monitor prior authorizations under these Terms; and

(g) Patient intake. Patient demographic and insurance information collection at scheduling and check-in, including obtaining the patient's insurance identification card, is part of your standard intake workflow and is not within the scope of our Services. Our benefits verification under Section 1.1(b) operates downstream of intake and uses the information you collect.

You acknowledge that we submit claims based on the clinical documentation and coding you provide. We do not guarantee any particular results or the collection of any specific amount, as payment decisions are made by third-party payers and patients.

1.3 Your Responsibilities

The following are conditions of our Services. We shall have no obligation to provide Services to the extent you have not fulfilled these responsibilities:

(a) Encounter Data. Provide us with complete and accurate encounter data — including patient demographics, insurance information, signed patient intake forms, and coded clinical documentation — within two (2) business days of each date of service;

(b) System Access. Maintain active access for us to your electronic health record (EHR) system, practice management software, and payer portals necessary to perform the Services;

(c) Timely Response. Respond to our reasonable inquiries regarding claims, patient information, or payer communications within five (5) business days. Where we have flagged an encounter under Section 1.1(b) as having unconfirmed or no active coverage, you may either (i) provide us with updated insurance information or your own verification result obtained directly from the payer and direct us to submit a claim to insurance, or (ii) instruct us to bill the encounter as self-pay. Where you direct us to submit an insurance claim on the basis of your verification or updated information, we shall submit the claim as directed and shall not be liable for any denial, downgrade, or non-payment of that claim resulting from inaccurate or incomplete verification, lapsed or limited coverage, or payer determination. Absent instruction from you within a reasonable time, we may proceed with self-pay billing under Section 1.1(b);

(d) Licenses and Credentials. Maintain all required professional licenses, certifications, malpractice insurance, and active payer enrollments;

(e) Patient Authorizations. Obtain all patient consents, assignments of benefits, and releases of information required for billing;

(f) Change Notification. Notify us within five (5) business days of any changes to your practice information, payer contracts, provider roster, fee schedule, or banking information. Changes to the Billing Clinician roster (additions or removals) are governed by this Section and feed directly into the fee calculations described in Section 3.1;

(g) Off-Channel Payments. Report to us within ten (10) business days any payments received by you on claims managed under these Terms that are not posted through our electronic remittance workflow — for example, paper checks mailed directly to you, patient cash or in-office card payments processed outside our platform, or direct payer payments not transmitted via electronic remittance advice (ERA);

(h) Compliance with Law. Comply with all applicable federal, state, and local laws, rules, regulations, and other legal requirements that affect these Terms or the Services;

(i) Accurate Information. You represent and warrant that all medical records, encounter data, and certification statements provided to us are true, accurate, and contain only factual information documented by your providers in the course of treatment;

(j) Patient Billing Cooperation. You shall not make side agreements with patients regarding billing, payment plans, or balance forgiveness that conflict with our collection efforts without first notifying us in writing. You are responsible for communicating your financial policies to patients (e.g., copay expectations, consequences of non-payment) and shall not undermine the collection process by encouraging patients to disregard billing statements sent by us on your behalf; and

(k) Information for Filing. Provide us with patient information, prior authorization details, and clinical documentation reasonably required to submit clean claims. We shall not be liable for missed timely-filing deadlines, denials, or revenue lost as a result of your failure to provide required information or to obtain prior authorizations in accordance with this Section 1.3. Where active insurance coverage cannot be confirmed for an encounter under Section 1.1(b), we may bill the encounter as self-pay; we shall not be liable for any reduction in collections, write-offs, or uncollected patient balances resulting from the conversion to self-pay billing.

1.4 Pre-Existing Accounts

For your dates of service prior to the Service Commencement Date (as defined in Section 3.1), we are not responsible for any services including submitting claims, managing denials, refunds, or patient calls related to those dates of service. You are fully responsible for proper billing and accounting of any balances related to service dates prior to the Service Commencement Date, unless otherwise agreed in writing.

2. AUTHORIZATION AND APPOINTMENT

2.1 Appointment as Agent

You hereby appoint Carepatron as your authorized agent and representative for the limited purpose of performing the Services described in Section 1.1. This appointment includes the authority to:

(a) Submit claims to payers using your provider identification numbers, Tax Identification Number(s), and National Provider Identifier(s);

(b) Inquire about claim status and correspond with payers regarding claims, denials, and payments on your behalf;

(d) Complete Electronic Funds Transfer (EFT) and Electronic Remittance Advice (ERA) enrollment with payers on your behalf, including designating Carepatron as provider agent on payer enrollment forms;

(e) Access and manage your CAQH ProView profile and submit payer enrollment, credentialing, and re-credentialing applications; and

(f) Contact patients regarding billing matters and send billing statements using your practice name and branding.

2.2 Limitations

This appointment is strictly limited to billing, administrative, and revenue cycle functions. We shall have no authority to pledge credit, make clinical decisions, alter medical records, bind you to financial obligations beyond the scope of billing operations, contract on your behalf, obtain prior authorizations on your behalf, or otherwise act on your behalf except as expressly set forth in these Terms.

2.3 Payer-Specific Authorizations

You agree to execute any payer-specific authorization or representative designation forms reasonably required for us to perform the Services. Your acceptance of these Terms grants the agency described in Section 2.1; however, certain payers require a separate signed form, and we shall provide such forms to you for signature promptly. Your acceptance of these Terms does not substitute for any payer-specific form that a payer requires to be signed.

2.4 Termination of Authority

All authority granted under this Section 2 terminates automatically upon the effective date of termination of these Terms, except to the extent necessary to perform post-termination obligations under Section 5.4.

3. COMPENSATION

3.1 Service Fee

Defined Terms. For purposes of these Terms:

"Billing Clinician" means a provider employed or contracted by you for whom we perform any billing function under these Terms. Billing functions include, without limitation: insurance claim submission, patient billing and statement generation, payment posting, accounts receivable follow-up, and processing of patient payments (such as card-on-file charges, copay collection, or self-pay reconciliation). A provider for whom we perform no billing function — for example, a provider whose billing you handle entirely in-house or through a different vendor — is not a Billing Clinician.
"Supervisee" means a Billing Clinician who furnishes services under the clinical supervision of another provider — for example, a pre-licensed, associate, resident, or intern clinician — as designated in your then-current subscription with Carepatron. A Billing Clinician who is not so designated is a non-Supervisee clinician for fee purposes.
"Service Commencement Date" means the date the Services go live for your practice, defined as the earlier of (i) our completion of your onboarding, or (ii) thirty (30) days after the Effective Date.
"Clinician Go-Live Date" means, with respect to each Billing Clinician, the date on which we first perform a billing function for that Billing Clinician under these Terms. For Billing Clinicians active at the start of the engagement, the Clinician Go-Live Date is the Service Commencement Date. For Billing Clinicians added later, the Clinician Go-Live Date is determined by the date we first perform a billing function for that clinician following your notification under Section 1.3(f).

Fee Structure. You shall pay Carepatron two fees, at the rates set forth on the Pricing Page:

(a) Base Clinician Fee. A per-Billing-Clinician fee, charged at one of three category rates according to each Billing Clinician's fee category, in the Billing Mode set forth in your then-current subscription with Carepatron. The three fee categories are:

First Clinician — one non-Supervisee Billing Clinician (your practice's first, or primary, billing clinician);
Additional Clinician — each other non-Supervisee Billing Clinician; and
Supervisee — each Billing Clinician who is a Supervisee.

The rate for each category, in each Billing Mode, is set forth on the Pricing Page. Where your roster includes at least one non-Supervisee Billing Clinician, exactly one such clinician is billed at the First Clinician rate at any given time; if that clinician is removed, another non-Supervisee Billing Clinician is billed at the First Clinician rate for the remainder of the applicable period.

(i) Monthly Billing Mode. You are billed monthly for each Billing Clinician at the applicable per-Billing-Clinician rate for that clinician's fee category, as set forth on the Pricing Page. When a Billing Clinician is added mid-cycle, the prorated amount for the partial period (from the Clinician Go-Live Date through the end of your then-current monthly billing cycle) is included on your next subscription charge at the applicable category rate. Thereafter, that Billing Clinician is billed in your normal monthly subscription cycle at the full category rate, in line with all other Billing Clinicians on the roster. When a Billing Clinician is removed mid-cycle, no further fee accrues for that Billing Clinician after the removal date; any applicable credit or adjustment is reflected on your next subscription charge. Practice-level onboarding ramp applies only at the start of the engagement: the Base Clinician Fee for a new practice begins to accrue on the Service Commencement Date. Billing Clinicians added to a practice that has already reached its Service Commencement Date are billed from their Clinician Go-Live Date with no additional onboarding ramp.

(ii) Annual Billing Mode. You elect a number of seats ("Annual Seats") in each applicable fee category (First Clinician, Additional Clinician, and Supervisee) in your subscription with Carepatron and prepay the full annual amount upfront at the Service Commencement Date, calculated as the sum, across all categories, of the per-seat annual rate for that category set forth on the Pricing Page multiplied by the number of Annual Seats elected in that category. Annual Seats are governed by Sections 3.5 and 3.6.

(b) Collections Fee or Per-Claim Fee. A usage-based fee for the billing Services, charged in one of two forms depending on the state in which you practice:

(i) Collections Fee — in states that permit percentage-based billing compensation, a percentage of Collections at the rate set forth on the Pricing Page; or

(ii) Per-Claim Fee — in a Restricted State, a flat fee for each claim submitted to a payer on your behalf, at the rate set forth on the Pricing Page, which applies in place of the Collections Fee. A "Restricted State" is a state whose laws prohibit or restrict compensation for billing services that is based on a percentage of the amounts billed or collected (for example, New York). Where you practice in a Restricted State, the Per-Claim Fee applies to your billing Services in place of the Collections Fee, so that compensation for the billing Services is not determined as a percentage of Collections. The Per-Claim Fee is charged when a claim is first submitted to a payer on your behalf; resubmissions or corrected resubmissions of the same claim are not charged again. Except where these Terms refer to Collections or the Collections Fee in a manner that can apply only to percentage-based compensation (such as the post-termination collections tail in Section 5.4), references to the Collections Fee apply equally to the Per-Claim Fee where the Per-Claim Fee is the applicable usage-based fee.

The Base Clinician Fee and the applicable usage-based fee (the Collections Fee, or the Per-Claim Fee in a Restricted State) both apply and are additive. There is no separate monthly minimum fee — the Base Clinician Fee acts as the practical floor of your monthly compensation to Carepatron.

"Collections" means all amounts actually received by you from payers and patients for healthcare services rendered by you, including insurance reimbursements, copayments, coinsurance, deductibles, and self-pay payments, less refunds processed and contractual adjustments. Collections includes amounts received after termination of these Terms on claims submitted or managed by us prior to the termination date, as described in Section 5.4. Collections does not include amounts received for dates of service prior to the Service Commencement Date, unless separately agreed in writing.

3.2 Billing and Payment

The billing Services are an add-on to your Carepatron subscription. Fees under these Terms are charged to your payment method on file on the same billing cycle as your Carepatron subscription, together with your normal subscription charge, and you authorize us to charge the applicable fees each cycle. There is no separate invoice-and-remittance process.

Monthly Billing Mode. On each regular subscription billing cycle, we charge (i) the Base Clinician Fee for the active Billing Clinicians on your roster, each at the applicable per-Clinician category rate, and (ii) the applicable usage-based fee for the preceding period — either the Collections Fee for Collections received during that period (calculated once those Collections have accrued) or, in a Restricted State, the Per-Claim Fee for the claims submitted on your behalf during that period. When a Billing Clinician is added mid-cycle, the prorated Base Clinician Fee for the partial period (from the Clinician Go-Live Date through the end of your then-current subscription cycle) is included on your next subscription charge at the applicable category rate; that clinician is then charged at the full category rate on each subsequent cycle, in line with all other Billing Clinicians on the roster. When a Billing Clinician is removed mid-cycle, no further Base Clinician Fee accrues for that clinician after the removal date, and any applicable credit is reflected on your next subscription charge.

Annual Billing Mode. The Base Clinician Fee is prepaid at the Service Commencement Date for the twelve-month Annual Seat Term, together with your subscription, and again at the start of each renewal Annual Seat Term. The Collections Fee (or, in a Restricted State, the Per-Claim Fee), and any prorated charges for Annual Seats added mid-term under Section 3.6, are charged on your normal subscription billing cycle.

Any Setup or Onboarding Fees listed on the Pricing Page are due and payable upon acceptance of these Terms, prior to the commencement of onboarding.

For each charge, we make available a breakdown of the basis for the fees charged, including the Billing Clinician roster, each clinician's fee category, the Collections on which the Collections Fee was calculated, and any proration math. You shall maintain a valid payment method on file for the duration of these Terms. If you dispute any portion of a charge, you shall provide detailed written notice of the basis for the disputed portion no later than seven (7) business days following the charge. We shall review the disputed portion in good faith, and for any amount determined not to be owed, we shall apply a credit to your account against future fees; a cash refund will be issued only where a credit cannot reasonably be applied (for example, after your account is closed) or where a refund is required by applicable law. Any charge not disputed within this seven (7) business day period is deemed accepted.

3.3 Suspension for Non-Payment

We may, in our sole discretion and with notice to you, suspend Services if amounts owed to us become more than thirty (30) days past due. Services shall resume when all outstanding balances are paid in full or a payment arrangement satisfactory to us has been made.

During any period of suspension under Monthly Billing Mode, the Base Clinician Fee continues to accrue for each active Billing Clinician, as you remain under these Terms during suspension. Annual Billing Mode is unaffected by suspension because the Base Clinician Fee has been prepaid.

During any period of suspension, you shall be solely responsible for all claims submission and billing activities. We shall not be liable for any claims that miss timely filing deadlines, any denials resulting from delayed submission, or any revenue lost during a suspension period.

3.4 Fee Adjustments

(a) Fee Adjustment and Mode Conversion. We may adjust the fees set forth on the Pricing Page by providing you with at least sixty (60) days' prior written notice. Notice may be given by email to your account contact, by in-product notice, or by posting an updated Pricing Page together with notice of the change. The adjusted fees shall take effect on the date specified in the notice. If you do not accept the adjusted fees, you may terminate these Terms in accordance with Section 5.2 (Termination for Convenience) before the adjusted fees take effect; in such case, the adjusted fees shall not apply to you. Changes to the Pricing Page apply to new subscribers as of the date posted and apply to your existing subscription only through the notice mechanism in this Section 3.4(a). For Annual Billing Mode, fee adjustments apply only to subsequent Annual Seat Terms (as defined in Section 3.5); fees for the then-current Annual Seat Term remain locked at the prepaid rate. You may elect a different Billing Mode (Monthly to Annual, or Annual to Monthly) by providing notice to us or updating your subscription with Carepatron. A change from Monthly to Annual Billing Mode takes effect at the start of the next Annual Seat Term elected by you; a change from Annual to Monthly Billing Mode takes effect at the end of the then-current Annual Seat Term. Mode conversions do not take effect mid-Annual-Seat-Term.

(b) Material Change. If during the term of these Terms the scope of work changes materially — for example, the addition of services not contemplated at the Effective Date, a substantial change in payer mix, or a substantial change in your specialty or practice model — either party may request a good-faith renegotiation of fees. Routine additions or removals of Billing Clinicians are not Material Changes; they are handled through the per-Clinician fee mechanics in Section 3.1 and the seat-addition mechanics in Section 3.6. Any adjustment under this Section 3.4(b) shall be documented in a written amendment or an updated order confirmation. Until such adjustment is documented, the then-current fees shall remain in effect.

3.5 Annual Seat Commitment

When you elect Annual Billing Mode, the elected number of Annual Seats in each fee category is reserved for the full Annual Seat Term. The "Annual Seat Term" is a twelve (12) month period beginning on the Service Commencement Date (for the initial Annual Seat Term) or on the anniversary thereof (for each subsequent Annual Seat Term). Each Annual Seat Term automatically renews for a successive twelve (12) month Annual Seat Term unless (i) you provide written notice of non-renewal at least thirty (30) days before the end of the then-current Annual Seat Term, or (ii) these Terms are terminated under Section 5.2 or 5.3. Refund treatment on termination during an Annual Seat Term is governed by Section 3.5(c).

(a) Seats are fungible within their fee category. Annual Seats are not assigned to specific named clinicians. Where a Billing Clinician departs your practice and is replaced by a clinician in the same fee category, you may fill the vacated seat at no additional charge for the remainder of the Annual Seat Term. This allows you to absorb staff turnover without re-pricing. If a replacement clinician falls into a higher-priced fee category than the vacated seat (for example, a Supervisee who becomes a fully licensed, non-Supervisee clinician), the difference for the remainder of the Annual Seat Term is charged as a mid-term seat change under Section 3.6; if the replacement falls into a lower-priced category, the seat remains reserved at its original tier for the remainder of the Annual Seat Term with no refund of the difference.

(b) Seat reductions are non-refundable. If your Billing Clinician count in any fee category drops below the number of Annual Seats elected in that category during the term, the prepaid amount is non-refundable; however, the unused seats remain reserved and available for replacement Billing Clinicians in the same category for the remainder of the Annual Seat Term.

(i) Termination by you for convenience under Section 5.2: the prepaid amount is non-refundable;

(ii) Termination by you for cause under Section 5.3 (i.e., for our material breach, exclusion, license loss, or insolvency): we shall refund the unused portion of the prepaid amount, prorated daily from the termination effective date through the end of the Annual Seat Term;

(iii) Termination by us for cause under Section 5.3 (including non-payment under Section 5.3(e)): the prepaid amount is non-refundable.

3.6 Adding Seats Mid-Term

You may add Annual Seats at any time during an Annual Seat Term. The charge for each added seat is calculated as the per-seat annual rate for the applicable fee category set forth on the Pricing Page multiplied by (remaining days in the Annual Seat Term ÷ 365), charged per Section 3.2. Added seats expire at the end of the same Annual Seat Term as the originally elected seats, ensuring all seats renew on a single anniversary.

3.7 Hard Costs Passthrough

Unless expressly included in the fees on the Pricing Page, you shall be responsible for all third-party "hard costs" associated with the Services, including but not limited to clearinghouse subscription fees, EHR user licenses, and the actual cost of printing and mailing patient paper statements.

Additional fees, if any, for services outside the standard scope are set forth on the Pricing Page or in a separate written agreement.

4. PAYMENT FLOW

4.1 Direct Payment to Client

All reimbursements from payers — including Medicare, Medicaid, commercial insurers, and patient payments — shall be received directly by you into your own bank account(s). We will not negotiate checks payable to you or divert electronic fund transfers to you from any payer or government-funded program. We shall not be a signatory on, nor have withdrawal authority over, any of your bank accounts.

4.2 Separate Fee Invoicing

Our fees are invoiced to you separately from payer reimbursement streams. We do not deduct, offset, or withhold our fees from your incoming payments.

5. TERM AND TERMINATION

5.1 Term

These Terms begin on the Effective Date and continue in effect (the "Term") until terminated by either party in accordance with Section 5.2 (Termination for Convenience) or Section 5.3 (Termination for Cause). There is no minimum term and no automatic renewal of these Terms. Where you have elected Annual Billing Mode, the Annual Seat Term constitutes a separate twelve (12) month commitment governed by Section 3.5, including the auto-renewal and non-renewal notice mechanics and the refund treatment in Section 3.5(c).

5.2 Termination for Convenience

Either party may terminate these Terms at any time, with or without cause, by providing the other party with at least thirty (30) days' prior written notice. You may provide notice of termination by contacting us or through any cancellation mechanism made available in your Carepatron subscription. The termination shall be effective on the date specified in the notice, provided that such date is not fewer than thirty (30) days from the date of notice. Upon termination under this Section, the post-termination obligations set forth in Sections 5.4 and 5.5 shall apply, and any refund treatment under Section 3.5(c) shall apply where Annual Billing Mode is in effect.

5.3 Termination for Cause

Either party may terminate these Terms upon written notice if:

(a) The other party commits a material breach of these Terms and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach in reasonable detail; provided that if the breach is not reasonably capable of cure within thirty (30) days, the breaching party shall not be in default if it commences cure within that period and diligently pursues cure to completion;

(b) The other party is excluded from participation in any federal or state healthcare program;

(c) The other party loses any license, certification, or authorization required to perform its obligations under these Terms;

(d) The other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors; or

(e) You fail to pay any undisputed invoice within sixty (60) days of the due date and do not cure within fifteen (15) days of receiving written notice from us specifying the delinquency and intent to terminate.

Refund treatment of any prepaid Base Clinician Fee under Annual Billing Mode is governed by Section 3.5(c).

5.4 Post-Termination Collections

Following termination for any reason, we shall continue to process and collect on claims that were submitted prior to the termination date or that relate to dates of service prior to the termination date, for a period of ninety (90) days (the "Runout Period"). During the Runout Period and any subsequent collections tail described in this Section, we are compensated solely by the Collections Fee at the rate set forth on the Pricing Page; the Base Clinician Fee does not accrue post-termination and is not invoiced for any period after the termination effective date. In a Restricted State where the Per-Claim Fee applies in place of the Collections Fee, we are entitled to the Per-Claim Fee for claims we submit on your behalf during the Runout Period, charged when submitted; because the Per-Claim Fee is charged at submission rather than on collection, the post-termination collections tail described in this Section does not apply to Per-Claim Fee engagements. You shall continue to comply with Section 1.3 during the Runout Period to the extent necessary for us to perform runout services. We shall be entitled to the Collections Fee on any amounts collected by you during or after the Runout Period on claims filed by us, for a period of six (6) months following the end of the Runout Period.

You shall maintain our read-only access to your EHR, practice management system, and clearinghouse for the duration of the Runout Period and the subsequent six (6) month period, solely for the purpose of auditing and reconciling post-termination Collections. If you remove or restrict such access before the end of this period, you shall provide us with a monthly written report of all collections received on claims submitted or managed by us, within ten (10) business days of each month-end, and we shall retain the right to audit your records related to such claims upon reasonable notice. Failure to maintain access or provide the required reports shall constitute a material breach of these Terms.

5.5 Transition Obligations

Upon termination for any reason, we shall:

(a) Provide you with a complete accounting of all open claims, pending appeals, and outstanding accounts receivable within thirty (30) days;

(b) Return or make available to you all billing data, reports, and records in our possession related to your practice in a commonly accessible electronic format (such as CSV, Excel, or PDF) within thirty (30) days; and

We shall retain financial and billing records not returned to you for at least seven (7) years following termination, in accordance with applicable record retention requirements.

5.6 Survival

Sections 3 (Compensation, including fee rights on post-termination Collections and refund treatment under Section 3.5(c)), 4 (Payment Flow), 5.4 (Post-Termination Collections), 5.5 (Transition Obligations), 6 (Confidentiality), 7 (Liability and Indemnification), and 8 (General Provisions) shall survive termination of these Terms.

6. CONFIDENTIALITY

6.1 Confidential Information

Each party (the "Receiving Party") agrees to hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") in connection with these Terms, including business processes, pricing, patient lists, financial data, and operational methods ("Confidential Information"). The Receiving Party shall use Confidential Information only for purposes of performing or receiving the Services and shall not disclose it to any third party except to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as stringent as those in these Terms.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without obligation of confidence; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party where permitted by law.

6.2 Protected Health Information

The parties' obligations regarding Protected Health Information (PHI) as defined under HIPAA are governed by the BAA — the Carepatron Business Associate Agreement published by Carepatron and incorporated into your Carepatron platform agreement — which applies to PHI processed in connection with the Services. In the event of any conflict between this Section 6 and the BAA, the BAA shall control with respect to PHI.

6.3 Duration

Confidentiality obligations under this Section 6 survive termination of these Terms for a period of three (3) years, except that obligations relating to PHI survive indefinitely as governed by the BAA and applicable law.

7. LIABILITY AND INDEMNIFICATION

7.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO CAREPATRON IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. If the event occurs in the first twelve months, the cap shall be the amount paid or payable projected to twelve months (monthly average times twelve). This cap governs liability arising out of or relating to the billing Services under these Terms and applies in place of any different (including lower) aggregate liability cap in the Platform Terms with respect to the billing Services.

7.2 Exclusion of Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Exceptions

The limitations in Sections 7.1 and 7.2 shall not apply to: (a) either party's indemnification obligations under Section 7.4; (b) liability arising from a party's fraud or willful misconduct; (c) your obligation to pay fees properly due under these Terms; or (d) any liability that cannot be limited by applicable law.

7.4 Mutual Indemnification

(a) Company Indemnification. We shall indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims, losses, damages, fines, penalties, and reasonable expenses (including attorneys' fees) arising from: (i) our negligence or willful misconduct in performing the Services; (ii) our breach of these Terms or the BAA; or (iii) our violation of applicable law in the performance of the Services.

(b) Client Indemnification. You shall indemnify, defend, and hold harmless Carepatron and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, fines, penalties, and reasonable expenses (including attorneys' fees) arising from: (i) inaccurate, incomplete, or fraudulent information provided by you to us, including billing data, coding, and clinical documentation; (ii) your coding decisions and clinical practices; (iii) your failure to maintain required licenses, certifications, or payer enrollments; (iv) your failure to obtain prior authorization for services where required by payers; or (v) your violation of applicable law.

(c) Indemnification Procedure. The indemnified party shall promptly notify the indemnifying party in writing of any claim for which indemnification may be sought. Failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by the delay. The indemnifying party shall have the right to assume the defense of the claim with counsel of its choice. The indemnified party shall cooperate in the defense as reasonably requested, at the indemnifying party's expense. Neither party shall settle any claim in a manner that imposes any admission of fault or obligation on the other party without that party's prior written consent.

7.5 Compliance Responsibility

(a) You are solely responsible for: the clinical accuracy of diagnosis and procedure codes; the completeness, accuracy, and truthfulness of clinical documentation supporting those codes; obtaining all required prior authorizations; ensuring that services billed were actually rendered, medically necessary, and properly documented; and compliance with all clinical and professional standards applicable to your practice.

(b) We are responsible for: the timely and accurate submission of claims based on the information and coding you provide; proper application of payer-specific billing rules and edits; and compliance with HIPAA and applicable billing regulations in the performance of the Services.

(c) Neither party shall submit or cause to be submitted any claim that it knows or has reason to know is false or fraudulent within the meaning of the False Claims Act (31 U.S.C. 3729 et seq.) or any applicable state false claims statute. In accordance with the HHS Office of Inspector General Compliance Program Guidance for Third-Party Medical Billing Companies, we shall refrain from submitting any claim that we discover to be based on false or inappropriate information, and shall notify you of any such discovery.

7.6 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND CAREPATRON DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that any particular claim will be paid, that any specific level of collections will be achieved, or that the Services will be uninterrupted or error-free. Payment decisions are made by third-party payers and patients, and reimbursement outcomes depend on factors outside our control, including your coding, documentation, payer determinations, and patient payment behavior.

8. GENERAL PROVISIONS

8.1 Independent Contractor

Carepatron is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship other than the limited agency described in Section 2. We retain sole discretion in the manner and means of performing the Services, subject to the requirements of these Terms. Our personnel are not your employees and are not entitled to your employee benefits.

8.2 Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of New Zealand, without regard to its conflict of laws principles, and, subject to the arbitration provisions below, the parties submit to the non-exclusive jurisdiction of the courts of New Zealand. This governing-law choice applies to these Terms and the billing Services; it does not alter the parties' obligations under the BAA or under the United States federal and state healthcare, billing, and privacy laws that govern the Services by their own terms (including HIPAA and the False Claims Act).

The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms through direct negotiation between representatives with decision-making authority within thirty (30) days of written notice describing the dispute.

If the dispute is not resolved through negotiation, it shall be submitted to and finally resolved by binding arbitration in accordance with the Arbitration Act 1996 (New Zealand), as amended, and the Arbitration Rules of the Arbitrators' and Mediators' Institute of New Zealand (AMINZ). The arbitration shall be conducted by a single arbitrator; if the parties cannot agree on the arbitrator, either party may request the President of AMINZ to appoint one. The seat of arbitration shall be New Zealand. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Each party shall bear its own costs and attorneys' fees in connection with the arbitration, except that the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party. The arbitration proceedings and any award shall be kept confidential by both parties, except as required by law or to enforce the award.

Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm (such as breach of confidentiality or unauthorized use of PHI) pending the outcome of arbitration.

Notwithstanding the foregoing, we retain the right to bring an action in any court of competent jurisdiction solely for the purpose of collecting undisputed, past-due fees owed by you under these Terms.

8.3 Entire Agreement; Order of Precedence

These Terms, together with the Pricing Page, the BAA, the Credentialing Addendum, any Platform Terms, and any onboarding, intake, or payer-specific forms you sign, constitute the entire agreement between the parties with respect to the Services and supersede all prior negotiations, representations, and agreements relating to the subject matter hereof.

In the event of a conflict, the following order of precedence applies, from highest to lowest: (a) the BAA, with respect to Protected Health Information; (b) any mutually executed order form or written amendment that expressly references and modifies these Terms; (c) these Terms; (d) the Pricing Page and Credentialing Addendum; and (e) any onboarding or intake forms. As set forth in Section 8.9, these Terms govern the billing Services with respect to any conflict with the Platform Terms.

8.4 Modifications to These Terms

We may modify these Terms from time to time. When we make changes, we will update the "Last Updated" date at the top of these Terms and, for any material change, provide at least sixty (60) days' prior notice by email to your account contact, by in-product notice, or by another reasonable means. Material changes take effect on the date specified in the notice; non-material changes (such as clarifications or corrections that do not reduce your rights or increase your obligations) take effect when posted.

If you do not agree to a material change, you may terminate these Terms in accordance with Section 5.2 (Termination for Convenience) before the change takes effect, in which case the prior version continues to apply to you until termination is effective. Your continued use of the Services after a change takes effect constitutes your acceptance of the modified Terms. Changes to fees are governed by Section 3.4 rather than this Section 8.4. We maintain prior versions of these Terms and record the version you accepted.

8.5 Assignment

You may not assign or transfer these Terms without our prior written consent, except that you may assign these Terms to a successor in connection with a merger, acquisition, or sale of all or substantially all of your practice or assets, provided the successor assumes all obligations under these Terms and you provide written notice to us. We may assign these Terms to a successor or affiliate in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this Section is void.

8.6 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with one that reflects the original business intent.

8.7 Notices

We may provide notices to you by email to the address associated with your account, by in-product notice, or by posting to your account. You are responsible for keeping your account contact information current. You may provide notices to us by email to the contact address published on our website or specified in your account, or by certified mail, return receipt requested, to our business address as published on our website or provided to you on request. Notices are deemed given when sent (for email or in-product notice with confirmation of delivery) or when received (for certified mail).

8.8 Electronic Acceptance and Records

You agree that your electronic acceptance of these Terms — by clicking to accept, subscribing, or using the Services — has the same legal effect as a handwritten signature and constitutes your agreement to be bound. You consent to receive these Terms, the Pricing Page, the BAA, invoices, and related notices in electronic form. We maintain records of the version of these Terms you accepted and the date of acceptance.

8.9 Platform Agreement

These Terms are additional terms that apply specifically to the billing Services (a Carepatron add-on service) and supplement the Platform Terms. If you maintain Platform Terms with Carepatron for use of its technology platform, those Platform Terms remain in effect and are not modified by these Terms. In the event of a conflict between these Terms and the Platform Terms, these Terms shall govern with respect to the billing Services described herein — including fees, the liability cap in Section 7.1, and the fee-change and refund mechanics — and the Platform Terms shall govern with respect to the technology platform.

8.10 Subcontractors and Tools

We may use subcontractors, vendors, clearinghouses, cloud hosting providers, virtual assistants, offshore personnel, and software tools (including artificial intelligence tools) in the performance of the Services. We shall ensure that any subcontractor or vendor that accesses, processes, or stores Protected Health Information on your behalf is bound by a Business Associate Agreement or subcontractor agreement that imposes obligations no less protective than those in the BAA. We remain responsible for the performance of our subcontractors and for any breach of these Terms caused by their acts or omissions.

8.11 Force Majeure

Neither party shall be liable for, or be considered in breach of these Terms due to, any delay or failure to perform its obligations (except payment obligations) as a result of any cause or condition beyond its reasonable control, including but not limited to: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; civil unrest; strikes or labor disputes; governmental acts, orders, or restrictions; failures of the internet, telecommunications networks, or electronic systems; power outages; or cyberattacks (each, a "Force Majeure Event").

The party affected by a Force Majeure Event shall promptly notify the other party in writing, describing the nature of the event, its expected impact on performance, and the anticipated duration. The affected party's obligations shall be suspended to the extent and for the duration of the Force Majeure Event, and the affected party shall use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

If a Force Majeure Event prevents performance of a material obligation under these Terms for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice to the other party, without liability for such termination.

8.12 Insurance

Carepatron shall maintain commercially reasonable insurance coverage throughout the Term of these Terms, at its own expense, including:

(a) Commercial General Liability Insurance;

(b) Professional Liability (Errors & Omissions) Insurance covering acts, errors, and omissions in the performance of the Services; and

(c) Cyber Liability and Data Breach Insurance covering first-party breach response costs, third-party liability, regulatory defense, and notification expenses arising from unauthorized access to or disclosure of Protected Health Information or other confidential data.

You shall maintain professional liability (malpractice) insurance appropriate to your specialty and scope of practice throughout the Term.

CREDENTIALING SERVICES (CREDENTIALING ADDENDUM)

This Credentialing Addendum forms part of these Terms and describes the credentialing services referenced in Section 1.1(h). Credentialing fees are set forth on the Pricing Page.

Credentialing Services

We shall provide the following credentialing services under your own Tax Identification Number(s) and National Provider Identifier(s):

Initial payer enrollment and credentialing applications (up to the number of applications per provider included, as set forth on the Pricing Page)
CAQH ProView profile setup and ongoing management
Re-attestation and re-credentialing tracking and timely resubmission for existing payers
Payer enrollment status monitoring and follow-up
Multi-state enrollment support (if applicable)
Additional enrollment applications beyond the included number per provider, at the rate set forth on the Pricing Page

Credentialing Fees

For purposes of credentialing fees, an "application" (or "enrollment application") means the enrollment of one provider with one payer in one state. Enrolling the same payer in more than one state counts as a separate application for each state — for example, Aetna in two states is two applications. Credentialing services are included in the Base Clinician Fee for each Billing Clinician while that clinician's seat is active under these Terms, subject to the included number of applications per provider and the additional-application rate set forth on the Pricing Page. There is no separate per-provider, CAQH setup, re-attestation, or re-credentialing fee for the included applications. Enrollment applications beyond the included number are charged separately at the rate set forth on the Pricing Page.

Timeline

We shall submit credentialing applications within ten (10) business days of receiving all required documentation from you. You acknowledge that payer processing times are outside our control and typically range from 60 to 180 days. We do not guarantee approval or a specific processing timeline.

Modification

This Addendum may be updated to add providers or payers by mutual written agreement (including email), and is otherwise subject to the modification mechanics in Section 8.4. Updated versions supersede prior versions.