SNFY Terms of Service

“Account” means the account through which Customer and its Authorized Users access and administer the Service. An Account may include multiple organizations, facilities, departments, locations, payers, users, or other subordinate records.

“Authorized Client” means an organization, facility, provider, or other business entity for which Customer has a valid contractual, legal, or other authorized relationship that permits Customer to use the Service on that entity’s behalf.

An Authorized Client does not become a party to these Terms merely because its information is included in Customer’s Account or its personnel are designated as Authorized Users.

“Authorized User” means an individual whom Customer authorizes to access the Service under Customer’s Account. Authorized Users may include Customer’s employees, contractors, administrators, billers, consultants, and authorized personnel of an Authorized Client.

“BAA” means Company’s then-current Business Associate Agreement accepted by Customer and incorporated into these Terms.

“Company Materials” means the Service, Documentation, software, source code, object code, architecture, databases, data structures, schemas, interfaces, designs, workflows, matching logic, reconciliation logic, automation logic, normalization methods, connectors, APIs, configurations, templates, reports, visualizations, documentation, models, algorithms, know-how, improvements, modifications, and other technology or materials provided or developed by or for Company.

Company Materials do not include Customer Data.

“Customer Data” means data, content, records, files, instructions, credentials, documents, and other information submitted, transmitted, connected, imported, or otherwise made available to the Service by or on behalf of Customer or an Authorized User.

Customer Data may include information relating to Authorized Clients and may include Protected Health Information.

“De-Identified Data” means data that has been de-identified or aggregated so that it does not identify Customer, an Authorized Client, a facility, an Authorized User, or an individual and cannot reasonably be used to identify them.

When the underlying information is PHI, De-Identified Data must satisfy applicable HIPAA de-identification requirements and the BAA.

“Documentation” means Company’s then-current user instructions, technical materials, policies, and in-product explanations relating to authorized use of the Service.

“Fees” means all subscription, facility, payer, feature, transaction, usage, implementation, support, third-party, and other charges payable by Customer under an Order, Pricing Schedule, or the Service.

“Order” means any online checkout, in-product activation, order form, pricing acceptance, subscription selection, statement of work, or other ordering document through which Customer purchases or enables access to the Service.

An Order may be formed when Customer enables a facility, payer, organization, feature, integration, transaction, or other billable resource in the Service.

“PHI” means Protected Health Information and Electronic Protected Health Information as defined under the Health Insurance Portability and Accountability Act and its implementing regulations, as amended.

“Pricing Schedule” means the pricing, billing measures, rates, minimum charges, included functionality, and related commercial terms displayed in the Service (see the in-product Pricing Schedule), published by Company, or incorporated into an Order.

“Service” means the SNFY SaaS platform and related tools made available by Company for Aging AR intake and organization, claim matching and reconciliation, claim-status checking, payer-response processing, manual workflow management, reporting, recovery-support tools, suggested claim corrections, manually initiated submissions of corrections, appeals, and attachments, future automated actions and workflows, and related tools, integrations, and functionality. The Service provides reconciliation, verification, workflow automation, and recovery support; it does not provide guaranteed medical billing recovery.

The Service includes applicable updates and modifications Company makes generally available during Customer’s subscription.

“Service Output” means information generated, organized, normalized, matched, calculated, classified, recommended, or displayed by the Service using Customer Data, Third-Party Services, payer responses, system activity, or other available information.

Service Output may include claim matches; claim statuses; payer responses and captured payer or portal evidence; claim-status-check results, receipts, and job or progress records; recovery classifications and attribution metrics; workflow recommendations, proposed actions, and suggested automation rules; validation, completeness, and pre-submission edit results; normalized, classified, estimated, or otherwise enriched data (including payer identification and discovered claim identifiers); parsed or structured data derived from imported files and reports; balance and posting histories; reports, dashboards, and visualizations; exports and downloadable files; metrics; billing and usage calculations, invoices, and statements; notifications and alerts; notes; audit histories; and related results.

“Third-Party Services” means third-party payers, portals, clearinghouses, electronic medical record systems, payment processors, hosting providers, data providers, APIs, software, networks, and other products or services that connect to, support, provide information to, or are used with the Service.

“Usage Data” means technical, operational, diagnostic, security, billing, and performance information concerning use and operation of the Service.

Usage Data does not include identifiable Customer Data or PHI except to the extent temporarily necessary to provide, secure, troubleshoot, or bill for the Service.

Each Order is governed by these Terms. Customer agrees to pay the Fees and comply with the usage limits, billing measures, subscription periods, and other conditions associated with each Order.

Customer may establish or administer an Account containing multiple organizations, facilities, locations, or subordinate accounts. The operational hierarchy is facility → organization → group: a group may contain multiple organizations, an organization may contain multiple facilities, and permissions, reporting, administration, and billing may roll upward through this hierarchy.

Unless Company expressly accepts a separate contracting and payment arrangement in writing, Customer remains the contracting party and is responsible for:

1. all activity within its Account;
2. all Authorized Users;
3. all enabled organizations and facilities;
4. all Fees generated through the Account; and
5. compliance by Customer, its Authorized Users, and its Authorized Clients with these Terms.

If documents conflict, the following order of precedence applies:

1. the BAA, solely with respect to PHI and HIPAA obligations;
2. a mutually signed Order that expressly identifies the specific provision of these Terms it modifies;
3. a mutually signed security or data-protection addendum;
4. the Pricing Schedule;
5. these Terms; and
6. the Documentation.

A purchase order or similar Customer document does not modify these Terms, even if Company accepts or processes that document, unless Company expressly signs an amendment stating that it modifies these Terms.

Subject to Customer’s compliance with these Terms and timely payment of all Fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription period to access and use the Service:

1. for Customer’s own authorized business operations; and
2. in performing authorized billing, claims-management, reconciliation, recovery-support, administrative, or related services for Authorized Clients represented within Customer’s Account.

Customer may allow personnel of an Authorized Client to access the Service as Authorized Users under Customer’s Account.

That access does not constitute a sublicense or transfer of the Service. Customer remains responsible for those users and may grant only the access reasonably necessary for Customer’s authorized use of the Service.

Customer may charge an Authorized Client a service fee, technology fee, subscription allocation, markup, bundled fee, recovery percentage, or other separately negotiated amount for services Customer provides using the Service, and may charge more, less, or nothing. Customer’s downstream charges do not alter the Fees Customer owes Company.

Customer remains the licensee and may not grant an Authorized Client independent ownership of the Service, a transferable software license, rights that survive the Customer relationship, or rights to resell, sublicense, modify, or commercially exploit the platform.

The rights granted under these Terms are non-exclusive.

Company may provide the Service or similar products and services to other billing companies, management organizations, facilities, provider organizations, competitors of Customer, and other parties in any market, geography, provider category, or industry.

Customer receives no ownership interest in Company, the Service, Company Materials, future products, future verticals, rebranded deployments, future customers, future revenue, enterprise value, sale proceeds, or any other Company asset. Rights in deployment branding are addressed in Section 15.

No rights are granted except those expressly stated in these Terms.

Customer accepts these Terms at the entity level. Individual Authorized Users are not required to execute separate terms solely to access the Service under Customer’s Account.

Customer must ensure that each Authorized User complies with these Terms and any applicable Documentation or policies.

Customer is responsible for:

1. designating authorized administrators;
2. assigning appropriate roles and permissions;
3. keeping Account, organization, facility, and billing information accurate;
4. promptly disabling access for individuals who are no longer authorized;
5. reviewing Account activity and audit logs; and
6. notifying Company promptly of suspected unauthorized access.

Customer and Authorized Users must:

1. maintain the confidentiality of authentication codes, authenticator applications, passkeys, and other access credentials;
2. use unique user accounts;
3. use multifactor authentication when required or available;
4. not share user credentials;
5. maintain reasonable endpoint, network, and device security; and
6. promptly change credentials that may have been compromised.

Customer is responsible for activity occurring through its Account unless the activity was caused solely by Company’s breach of these Terms.

Company may rely on instructions, approvals, configuration changes, facility activations, payer activations, payment authorizations, and other actions performed by an Account administrator or another user who reasonably appears authorized.

Customer is responsible for maintaining accurate authority and permission settings.

The Service supports sign-in through email-delivered one-time codes, authenticator applications, and passkeys. Traditional reusable passwords are not an approved login method. Company may require multifactor or phishing-resistant authentication based on user role, PHI access, administrative authority, claim-action authority, or security risk.

Customer represents, warrants, and agrees that it has and will maintain all rights, contracts, permissions, delegations, consents, business-associate relationships, and other authority necessary to use the Service for every Authorized Client included in Customer’s Account.

Customer represents, warrants, and agrees that it has all authority necessary to:

1. provide Customer Data to Company;
2. direct Company to process Customer Data;
3. permit Company and its approved subcontractors to access and process PHI;
4. connect to each payer, portal, clearinghouse, EMR, or other Third-Party Service;
5. provide or authorize the use of credentials;
6. conduct claim-status inquiries;
7. obtain payer and remittance information;
8. initiate or approve any claim-related action enabled within the Service; and
9. permit Authorized Users to access information made available through the Service.

Customer is responsible for maintaining all agreements required between Customer and its Authorized Clients, including applicable service agreements, data-use permissions, delegated-access agreements, and BAAs.

Company is not required to independently verify Customer’s authority before relying on Customer’s representations.

Company may request reasonable evidence of Customer’s authority and may suspend or limit access while reviewing an authorization concern.

Customer must immediately disable or remove an Authorized Client, Authorized User, credential, payer connection, or other access when Customer’s authority expires, is revoked, becomes disputed, or is otherwise no longer valid.

Customer must notify Company promptly when a dispute could affect Company’s legal authority to continue processing data or accessing a system.

Customer remains solely responsible for:

1. billing and coding decisions;
2. claim accuracy and completeness;
3. medical-necessity determinations;
4. clinical and supporting documentation;
5. payment posting;
6. adjustments and write-offs;
7. patient-responsibility determinations;
8. claim, appeal, recoupment, and reconsideration deadlines;
9. payer enrollment and trading-partner requirements;
10. reimbursement and regulatory compliance;
11. review and approval of claim actions where applicable; and
12. communications and representations made to Authorized Clients, patients, payers, or other third parties.

Company is not a party to any agreement between Customer and an Authorized Client.

Customer is solely responsible for its:

1. pricing;
2. service fees;
3. recovery fees;
4. collection arrangements;
5. representations;
6. performance commitments;
7. customer support;
8. billing practices; and
9. disputes with Authorized Clients.

Customer’s payment obligations to Company are independent of Customer’s own pricing, collections, recoveries, customer payments, reimbursements, bundling, discounts, subsidies, or disputes.

Customer may not:

1. enter into an agreement on Company’s behalf;
2. modify these Terms for an Authorized Client;
3. make a warranty, representation, guarantee, service commitment, or roadmap promise on Company’s behalf;
4. represent that Customer owns or controls the Service;
5. represent that Customer is Company’s agent, partner, affiliate, or exclusive representative; or
6. obligate Company to provide functionality, support, integrations, results, or services not expressly agreed to by Company.

When Customer provides, connects, or authorizes credentials for a payer, portal, clearinghouse, EMR, facility system, or Third-Party Service, Customer authorizes Company to use those credentials solely as reasonably necessary to provide the enabled Service. The authorization covers supported access methods, including API, EDI, clearinghouse transmission, file exchange, portal access, browser automation, and headless-browser access.

Customer is responsible for ensuring that credential use is permitted under applicable law, Customer’s agreements, payer requirements, and Third-Party Service terms.

Customer must not provide credentials that:

1. Customer is not authorized to use or delegate;
2. belong to an individual who has not authorized their use;
3. are subject to restrictions that prohibit Company’s access;
4. require Company to misrepresent its identity;
5. require bypassing a security or access control;
6. are known or suspected to be compromised; or
7. would cause Company to violate law or a binding third-party obligation.

Company may refuse, suspend, or discontinue credentialed access when Company reasonably believes the access creates legal, security, operational, or third-party risk.

The Service may provide:

1. claim-status inquiries;
2. matching and reconciliation;
3. proposed workflows;
4. suggested claim actions and suggested corrections;
5. manually initiated corrections, appeals, attachments, and other approved submissions;
6. Customer-approved actions;
7. actions executed under Customer-approved automation rules;
8. submissions, corrections, or other transactions where expressly enabled; and
9. verification or follow-up activity.

Customer authorizes automated functionality that Company makes available from time to time — including automated status checking, automated follow-up, automated corrections, automated appeal workflows, automated attachment workflows, automated replacement or corrected claims, and automated verification — whether or not a particular action is available today. Availability may vary by Customer, facility, payer, integration, workflow, subscription level, feature status, and Order.

An action performed through Customer’s Account, approved by an Authorized User, or executed under a Customer-approved automation rule will be treated as an authorized instruction from Customer.

Customer is responsible for determining:

1. which users may approve actions;
2. which actions require human review;
3. which actions may be automated;
4. whether supporting documentation is complete;
5. whether an action is accurate and legally permissible; and
6. whether additional payer, provider, patient, or facility authorization is required.

No automated action will execute merely because the Service suggested it. Each new automation rule must first be approved by an authorized representative of Customer. When the Service presents a suggested action, Customer may approve and execute the action once, approve and save it as a standing automation rule, reject it, or modify it before approval.

A standing automation rule must:

1. be affirmatively approved;
2. identify the approving user and record the approval date and time;
3. define its scope, including applicable facilities, payers, and claim conditions;
4. be auditable, revocable, and suspendable; and
5. not apply retroactively unless expressly approved.

Customer is responsible for reviewing and maintaining its automation rules.

Company will not knowingly sign a certification, affidavit, clinical statement, coding attestation, or other representation requiring Customer’s personal knowledge unless Customer has separately and expressly authorized the specific functionality and applicable action.

Company may delay, reject, suspend, or require additional approval for an action when Company reasonably believes that:

1. the instruction is incomplete or ambiguous;
2. Customer’s authority is uncertain;
3. the action may violate law, payer rules, or third-party terms;
4. the action could create fraud, security, privacy, or patient risk;
5. supporting data appears inconsistent; or
6. a Third-Party Service is unavailable or unreliable.

Company may maintain logs of Account activity, system access, configurations, suggested actions, approval and rejection decisions, one-time executions, automation-rule creation, changes, suspensions, and revocations, claim actions, submission and verification results, and other events.

Customer acknowledges that audit logs are intended to support operational review and are not guaranteed to capture every external action, payer event, user activity, or Third-Party Service event.

Customer will pay all Fees specified in the applicable Order, Pricing Schedule, or Service.

Fees may be based on:

1. enabled facilities;
2. enabled organizations;
3. enabled payers;
4. enabled features or modules;
5. users or user categories;
6. transaction or claim volumes;
7. data volumes;
8. third-party transactions;
9. implementation or configuration services;
10. support services; or
11. other usage measures disclosed before activation.

Adding a facility and its required billing information begins the billing relationship for that facility. Each facility is associated with its organization, its group where applicable, its payment hierarchy, its enabled payers, its billing status, and its billing start date.

Unless an Order states otherwise, Fees may accrue based on resources enabled or used during the applicable billing period, regardless of how frequently Customer actively uses those resources.

Customer is responsible for reviewing enabled facilities, payers, features, integrations, users, and other billable resources.

Unless an Order or the Pricing Schedule states otherwise, recurring charges are determined separately for each facility based on the number of distinct payers enabled for checking during the calendar month:

1. one enabled payer: the one-payer monthly rate;
2. two enabled payers: the two-payer monthly rate; and
3. three or more enabled payers: the capped monthly payer rate.

The applicable dollar amounts appear in the Pricing Schedule or in-product pricing. A payer becomes billable for a calendar month when it is enabled for checking for that facility at any time during that month, and counts once per facility per calendar month regardless of the number of claims, checks, check attempts, or users. The number of claims checked does not determine the tier.

Monthly facility and payer charges are not prorated. Enabling a facility or payer for any portion of a calendar month results in the applicable full monthly charge. Customer may not activate the Service briefly and receive a daily or partial-month rate.

Deactivating a facility, payer, or subscription requires thirty days’ notice. Deactivation becomes effective at the end of the first complete billing cycle that ends at least thirty days after notice. For example, if notice is provided on July 15, August is the next complete billing cycle and deactivation becomes effective August 31.

Fees continue to accrue through the effective deactivation date, and deactivation does not eliminate Fees already accrued.

Company’s system and billing records will control the measurement of active facilities, enabled payers, billing periods, usage, transactions, features, and applicable tiers absent manifest error.

Company may correct underbilling and overbilling and apply reasonable credits, charges, true-ups, or adjustments to a later invoice, debit, or billing cycle.

Unless an Order states otherwise:

1. recurring subscription and usage Fees are calculated monthly;
2. Fees are billed in arrears;
3. payment is due upon invoice or automatic debit;
4. Fees are stated and payable in U.S. dollars; and
5. Customer must maintain a valid payment method.

When an Account includes multiple organizations or facilities, Customer remains responsible for all Account Fees unless Company expressly accepts a separate entity as the contracting and paying customer.

Payment methods may be maintained at the facility level, the organization level, and the Account (management-group) level. Customer authorizes Company to collect each charge from the most specific enabled payment method applicable to that charge, in the following fallback lineage:

1. the facility-level payment method, where enabled;
2. if a facility-level payment method is missing, invalid, or unsuccessful, the organization-level payment method; and
3. if an organization-level payment method is missing, invalid, or unsuccessful, the Account-level or management-group payment method designated as the fallback.

ACH is the standard payment method. When Customer adds or authorizes a bank account, Customer authorizes Company and its payment processor to initiate recurring and one-time electronic debits for Fees, adjustments, credits, refunds, failed-payment charges, and other amounts due under these Terms.

Customer represents that it is authorized to use the designated bank account.

Company may permit payment by debit or credit card as an exception.

Where permitted by applicable law and payment-network rules, Company may charge a disclosed card-processing fee. Customer must be informed of and accept the fee before the applicable payment method is saved or charged.

Customer must notify Company in writing of a billing dispute within thirty days after the applicable charge or invoice.

The notice must identify the disputed amount and provide reasonably sufficient supporting information.

Customer waives billing objections not raised within that period, except where applicable law prohibits the waiver.

Customer must pay undisputed amounts when due.

Past-due amounts may accrue interest at the lesser of:

1. one and one-half percent per month; or
2. the maximum rate permitted by law.

Customer will reimburse Company for reasonable collection costs incurred in collecting undisputed overdue amounts.

If a payment fails or an amount becomes past due, Company may suspend access immediately and without a cure period. Access may be restored after payment is successfully completed, required payment information is corrected, and funds have cleared where applicable. Suspension does not eliminate accrued Fees.

Fees exclude sales, use, excise, value-added, and similar transaction taxes.

Customer is responsible for applicable taxes other than taxes imposed on Company’s net income. If Customer claims an exemption, Customer must provide valid exemption documentation before the applicable charge.

Customer may not offset amounts it believes Company owes against Fees due.

Except where an Order expressly provides otherwise or applicable law requires, Fees are non-refundable and non-creditable once accrued.

Company may change the Pricing Schedule, billing measures, minimum charges, included functionality, or other commercial terms prospectively. Pricing changes will be communicated before the billing period in which they take effect and will not apply before their stated effective date.

Customer may cancel affected subscriptions before the new pricing takes effect. Continued use after the effective date constitutes acceptance of the revised pricing.

Company’s Fees are independent of any amount Customer charges or collects from an Authorized Client.

Customer remains responsible for Company’s Fees regardless of whether Customer:

1. separately identifies SNFY on an invoice;
2. bundles the Service with other services;
3. marks up the Service;
4. discounts or subsidizes access;
5. charges a recovery percentage;
6. collects from an Authorized Client; or
7. experiences a downstream billing dispute.

Company may offer promotional, trial, discounted, or complimentary access to the Service or specific facilities, organizations, features, or usage measures. Promotional pricing is discretionary, applies only for the stated promotional period or scope, and does not obligate Company to extend, renew, or repeat the promotion.

When a promotion expires or is exhausted, standard Fees under the then-current Pricing Schedule apply prospectively to the affected resources.

To the extent Company creates, receives, maintains, or transmits PHI on Customer’s behalf, the BAA applies and is incorporated into these Terms.

Customer must accept the BAA before or concurrently with transmitting PHI to the Service.

Customer may be a Covered Entity, Business Associate, or other authorized organization under HIPAA.

Customer represents that it has correctly determined its role and has all upstream agreements and authority necessary to engage Company.

When Customer is itself a Business Associate, Customer acknowledges that Company may act as Customer’s subcontractor Business Associate.

An Authorized Client does not become a direct party to Company’s BAA merely because Customer processes that Authorized Client’s PHI through the Service.

Customer is responsible for determining and maintaining the appropriate upstream contractual structure.

Company is not required to execute a separate BAA with each Authorized Client unless Company separately agrees in writing.

Customer must not submit PHI unless an effective BAA applies.

Company may suspend the Account or affected functionality if PHI is submitted without an effective BAA or without sufficient authority.

Customer is responsible for identifying information subject to additional federal or state restrictions, including substance-use-disorder records, genetic information, psychotherapy notes, reproductive-health information, and other specially regulated information.

Customer must obtain all required consents and authorizations and notify Company when special handling is legally required.

The Service is not intended at launch to store full psychotherapy notes, genetic testing records, reproductive-health clinical records, substance-use treatment records, or other specially protected clinical records. Customer may submit ordinary claim-level information reasonably necessary for billing and claims processing, but must not upload full clinical records of these types, or use the Service for a category of specially regulated data that the Service does not support, unless Company expressly supports them.

Company does not knowingly support records governed by 42 C.F.R. Part 2 at launch. Customer must not intentionally submit records identifiable as originating from a federally assisted substance-use-disorder treatment program unless Company expressly enables Part 2 support, the parties execute any required addendum, required product controls are implemented, and Customer confirms the required consents and disclosure authority.

Ordinary claim information that incidentally indicates a diagnosis does not by itself mean Customer is intentionally submitting a full Part 2 treatment record. Customer remains responsible for identifying applicable restrictions.

If these Terms conflict with the BAA concerning PHI, the BAA controls solely to the extent of that conflict.

Unless the BAA expressly states otherwise, the warranty disclaimers, limitations of liability, dispute-resolution provisions, and other risk-allocation provisions in these Terms apply to claims arising under or relating to the BAA.

As between the parties, Customer retains the rights Customer lawfully holds in Customer Data.

Nothing in these Terms transfers ownership of Customer Data to Company.

Customer grants Company and its approved subcontractors a non-exclusive, worldwide, limited license to host, copy, transmit, display, transform, normalize, match, analyze, back up, secure, support, export, and otherwise process Customer Data as reasonably necessary to:

1. provide the Service;
2. follow Customer’s authorized instructions;
3. maintain and secure the Service;
4. troubleshoot and provide support;
5. prevent fraud and misuse;
6. calculate and collect Fees;
7. comply with law; and
8. exercise rights expressly granted under these Terms or the BAA.

This license ends when Company no longer needs the Customer Data for those purposes, subject to applicable retention requirements and backup cycles.

Customer may use Service Output for its authorized business operations and services to Authorized Clients.

Customer acknowledges that Company Materials used to generate, structure, classify, or display Service Output remain owned by Company.

Customer receives no ownership of Company’s matching, normalization, scoring, automation, reporting, or classification methods merely because those methods are applied to Customer Data.

Customer is responsible for reviewing and validating Service Output before relying on it for:

1. claim submissions or corrections;
2. accounting entries;
3. payment posting;
4. write-offs or adjustments;
5. compliance determinations;
6. facility reports;
7. customer invoices;
8. recovery-fee calculations; or
9. other material decisions.

Customer must independently validate recovery and attribution metrics before using those metrics to calculate compensation, bill an Authorized Client, or make a representation to a third party.

Company may collect, use, and retain Usage Data to:

1. provide and secure the Service;
2. administer Accounts;
3. analyze performance;
4. detect fraud or misuse;
5. improve functionality;
6. plan capacity;
7. calculate Fees;
8. support customers; and
9. comply with legal obligations.

Company owns Usage Data, subject to the restrictions in these Terms and the BAA.

To the extent permitted by applicable law and the BAA, Company may create and use De-Identified Data for:

1. analytics;
2. benchmarking;
3. product development;
4. model and workflow improvement;
5. payer and industry analysis;
6. security;
7. research;
8. operational planning;
9. model training and workflow development;
10. development of new products, services, and verticals;
11. commercial reports; and
12. publication or commercialization of statistics that do not identify Customer, an Authorized Client, a facility, an Authorized User, or an individual.

Company will not attempt to re-identify De-Identified Data except to test the effectiveness of its de-identification methods as permitted by law.

Company will not use identifiable PHI to train a generalized model intended for use outside Customer’s Account unless:

1. the information has first been properly de-identified in accordance with applicable law and the BAA; or
2. Customer has separately authorized the use in writing.

Company may use non-identifiable Usage Data, De-Identified Data, generalized workflow patterns, and feedback to improve the Service.

During an active subscription, Customer may export Customer Data and available Service Output through the Service’s then-current export features, subject to Account roles, technical limitations, and applicable law. Standard exports may include available imported AR data, claim matches, payer responses, status histories, notes, audit histories, recovery metrics, and Customer-uploaded attachments.

Exports do not include source code, proprietary algorithms, internal database structures, internal diagnostic records, non-public security information, or generalized platform logic, and Company does not guarantee that every internal system record, derived value, or third-party response will be exportable.

For thirty days after termination, Company will make Customer Data reasonably available for export through available functionality or upon written request.

Customer is responsible for completing export during that period.

Company may require payment of past-due amounts and reasonable professional-service charges for a custom export not available through standard Service functionality.

After the export period, Company may delete or de-identify Customer Data in accordance with:

1. the BAA;
2. applicable law;
3. Company’s retention practices; and
4. normal backup and disaster-recovery cycles.

Company may retain billing records, security records, acceptance records, audit logs, dispute records, and other legitimate business records where required or reasonably necessary.

Data may remain in encrypted backups until overwritten through ordinary backup rotation, provided it remains protected and is not restored except for disaster recovery, security, legal compliance, or continuity purposes.

Unless an Order expressly states otherwise, the Service is not Customer’s sole medical, billing, accounting, legal, compliance, or clinical system of record.

Customer is responsible for retaining source records and legally required documentation outside the Service.

Company will maintain administrative, physical, and technical safeguards reasonably designed to protect Customer Data against unauthorized access, use, alteration, and disclosure.

Company does not warrant that security controls will prevent every attempted or successful attack.

Customer is responsible for:

1. securing its devices, networks, credentials, and systems;
2. using appropriate access controls;
3. managing Authorized Users;
4. maintaining accurate contact information;
5. promptly installing relevant updates under Customer’s control;
6. preventing unauthorized exports and downloads;
7. training its personnel; and
8. complying with applicable privacy and security obligations.

Customer must notify Company promptly through Company’s designated security or support channel if Customer becomes aware of:

1. unauthorized Account access;
2. compromised credentials;
3. unauthorized disclosure of Customer Data;
4. suspicious Account activity;
5. malware affecting Customer’s access to the Service; or
6. another event reasonably likely to affect Service security.

Security incidents involving PHI will be handled in accordance with the BAA.

These Terms do not promise SOC 2 or HITRUST certification, a specific NIST maturity level, Customer penetration testing, custom audit rights, specific security insurance, or custom security controls.

Specific certifications, controls, response commitments, security questionnaires, insurance requirements, or audit rights apply only if included in a mutually signed security or data-protection addendum.

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or should reasonably be understood as confidential given its nature and the circumstances of disclosure.

Company’s Confidential Information includes non-public Company Materials, product plans, security information, pricing, architecture, workflows, and technology.

Customer’s Confidential Information includes non-public business information and Customer Data.

The receiving party will:

1. use Confidential Information only to perform or exercise rights under these Terms;
2. protect it using at least reasonable care;
3. disclose it only to personnel, contractors, advisors, and subcontractors who need to know it and are bound by appropriate confidentiality obligations; and
4. remain responsible for unauthorized disclosure by those recipients.

Confidentiality obligations continue indefinitely, including after termination of these Terms.

Confidential Information does not include information the receiving party can demonstrate:

1. is publicly available through no breach of these Terms;
2. was lawfully known without confidentiality restriction before disclosure;
3. was independently developed without use of the disclosing party’s Confidential Information; or
4. was lawfully received from a third party without confidentiality duty.

A receiving party may disclose Confidential Information when legally required, provided it gives reasonable advance notice where legally permitted and reasonably cooperates with efforts to seek confidential treatment.

Unauthorized disclosure or use of Confidential Information may cause harm that cannot be adequately remedied solely by damages. The affected party may seek appropriate injunctive or equitable relief.

The Service may rely on or connect to Third-Party Services.

Customer acknowledges that functionality may depend on:

1. third-party availability;
2. third-party data;
3. payer participation;
4. API access;
5. portal design;
6. credentials;
7. enrollment;
8. transaction limits;
9. third-party pricing; and
10. third-party terms and policies.

A Third-Party Service may modify, restrict, suspend, or discontinue access without Company’s control.

Company may modify, replace, suspend, or discontinue an integration or access method when reasonably necessary because of:

1. third-party changes;
2. legal or contractual restrictions;
3. security concerns;
4. technical limitations;
5. pricing changes;
6. reliability issues; or
7. product strategy.

Company does not warrant:

1. continued availability of any payer, clearinghouse, portal, or integration;
2. accuracy or completeness of third-party information;
3. acceptance of any claim or transaction;
4. timing of a payer response;
5. compatibility with every third-party system; or
6. performance of Third-Party Services.

Customer is responsible for maintaining any account, enrollment, credential, license, or agreement required by a Third-Party Service.

Customer’s use of a Third-Party Service may be governed by separate third-party terms.

Company may include, pass through, or separately charge third-party transaction and service costs when disclosed in an Order or Pricing Schedule.

Company may prospectively adjust those charges when the applicable third party changes its pricing.

Company may use hosting providers, payment processors, integration providers, support vendors, and other subcontractors to provide the Service.

Subcontractors that process PHI will be subject to applicable BAA requirements.

Company may add, modify, replace, or discontinue features, workflows, interfaces, reports, integrations, supported payers, technical methods, and other portions of the Service.

Company will use commercially reasonable efforts to provide advance notice when a material discontinuation is reasonably likely to substantially reduce the core paid functionality of an active subscription.

Product descriptions, demonstrations, plans, estimates, and roadmap discussions are informational only.

Company does not commit to deliver a feature, integration, release, or implementation date unless the commitment appears in a mutually signed Order.

Company may perform scheduled or emergency maintenance that temporarily limits Service availability.

Where practicable, Company will provide advance notice of scheduled maintenance expected to cause material disruption.

Company will provide support through the channels identified in the Service or applicable Order.

Unless an Order expressly provides otherwise:

1. support is provided during Company’s normal business hours;
2. response times are targets, not guarantees;
3. after-hours or emergency support is not included;
4. on-site support is not included;
5. custom development is not included; and
6. support does not include Customer’s internal billing, coding, legal, or compliance work.

No guaranteed uptime, response time, resolution time, service credit, dedicated staffing, or other service-level commitment applies unless expressly included in a mutually signed Order.

Company may provide beta, preview, pilot, experimental, or evaluation functionality.

Those features may be incomplete, changed, suspended, or discontinued at any time and are provided without warranties, support commitments, or service levels.

Customer should not rely on beta functionality for critical operations.

Implementation, migration, custom configuration, development, training, consulting, and other professional services are included only if described in an Order.

Unless expressly agreed otherwise, professional services do not transfer ownership of Company Materials or create work made for hire.

Company and its licensors retain all right, title, and interest in and to:

1. the Service;
2. Company Materials;
3. improvements and modifications;
4. generalized workflows and methods;
5. documentation;
6. Usage Data;
7. De-Identified Data; and
8. all related intellectual-property rights.

Deployment branding is addressed separately in Section 15.6.

No Company Material, configuration, integration, report, enhancement, workflow, suggestion, or other development will be considered work made for hire for Customer unless Company expressly agrees in a signed writing that specifically identifies the work and ownership transfer.

Customer’s payment, feedback, operational input, requested functionality, testing, or subject-matter knowledge does not create joint ownership or transfer intellectual property. Customer-funded enhancements remain Company property unless a signed agreement expressly transfers ownership.

Company may provide Customer-specific settings, mappings, configurations, templates, and workflows.

Company retains ownership of the underlying technology, logic, structure, and generalized functionality. Customer retains its rights in Customer Data embedded within those configurations.

Customer grants Company a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, modify, commercialize, and incorporate feedback, suggestions, ideas, and improvement requests without restriction or compensation.

Company will not publicly attribute feedback to Customer without permission.

Customer grants Company a limited right to use Customer’s name and marks solely as necessary to:

1. configure and display Customer’s Account;
2. provide Customer-facing portals;
3. identify Customer in operational communications; and
4. perform Company’s obligations.

Company will not publish a press release, public case study, or public endorsement identifying Customer without Customer’s permission.

Deployment branding is separate from ownership of the underlying platform. A “Deployment Mark” means a name, logo, or brand under which a particular deployment of the Service is offered, including the SNFY name. A Deployment Mark may be owned by Company, licensed to Company, owned by a customer, used by mutual permission, or specific to a particular implementation. Future deployments may operate under the same or different Deployment Marks, including customer-specific, vertical-specific, white-labeled, or co-branded structures.

No party gains ownership of another party’s brand merely by using a branded deployment, and no branding arrangement transfers ownership of the software, platform intellectual property, architecture, underlying product logic, or future deployments.

Customer may truthfully state that it uses the applicable branded deployment. Use of logos, branded marketing materials, or claims of official ownership requires the applicable owner’s permission.

Customer may not:

1. register a confusingly similar name, mark, domain, or social-media account;
2. alter deployment branding in a misleading manner;
3. misrepresent its relationship to Company or a Deployment Mark owner;
4. represent itself as Company; or
5. continue an authorized brand use after permission or the applicable subscription ends.

These Terms begin when Customer first accepts them and continue until all subscriptions and Orders have ended and all applicable post-termination obligations have been satisfied.

Unless an Order states a different committed period, subscriptions are month-to-month.

Either party may terminate a month-to-month subscription by providing at least thirty days’ notice through the Service or an authorized notice channel.

Termination becomes effective at the end of the first complete billing cycle that ends at least thirty days after notice, consistent with Section 8.5, unless Company permits an earlier date.

An Order with a stated committed term will continue for that term and renew as provided in the Order.

Termination for convenience does not eliminate Fees committed for the stated term unless the Order provides otherwise.

Either party may terminate an affected Order or these Terms for a material breach that remains uncured thirty days after written notice.

No cure period applies before suspension for nonpayment. Company may use a shorter cure period for security concerns, misuse, unauthorized PHI, or conduct that creates immediate legal or operational risk.

Company may immediately suspend or limit access when reasonably necessary because of:

1. nonpayment;
2. suspected fraud or unlawful activity;
3. a security threat;
4. compromised credentials;
5. unauthorized access;
6. violation of the BAA;
7. lack of authority for Customer Data or an Authorized Client;
8. a third-party demand;
9. legal or regulatory requirements;
10. a payer or portal restriction;
11. material breach of these Terms; or
12. risk of harm to Company, the Service, Customer, an Authorized Client, a patient, or another party.

Company may suspend a user, facility, organization, group, payer, integration, workflow, automation rule, or feature without terminating the entire Account.

Where reasonable, Company will notify Customer and work in good faith to restore access after the issue is resolved.

Company may terminate a month-to-month subscription or discontinue the Service by providing at least thirty days’ notice.

Company may provide a shorter period when continued service is prohibited by law, blocked by a critical third party, or creates material security, fraud, or patient risk.

Deactivating an organization, facility, payer, feature, or Authorized User does not automatically terminate Customer’s Account or other subscriptions. Deactivation timing follows Section 8.5, and Fees accrued before the effective deactivation date remain payable.

A facility or organization that ends its relationship with Customer may later establish its own Account for the Service or a successor platform, subject to proper authority, new acceptance of the applicable terms, new billing arrangements, lawful data transfer, and applicable BAA requirements. Customer receives no veto right over Company’s future service to that facility or organization.

Upon termination:

1. Customer’s access rights end;
2. Customer must stop using the Service;
3. all accrued Fees become due;
4. Customer must export Customer Data within the applicable export period;
5. each party must cease unauthorized use of the other party’s Confidential Information;
6. Company may disable integrations and credentialed access; and
7. Company may delete or de-identify Customer Data as provided in these Terms and the BAA.

Provisions concerning accrued Fees, Customer Data retention, confidentiality, intellectual property, disclaimers, indemnification, liability limitations, dispute resolution, and other provisions that by their nature should continue will survive termination.

Each party represents that:

1. it has authority to enter these Terms; and
2. entering and performing under these Terms does not violate a binding obligation known to that party.

Company will use commercially reasonable efforts to provide the Service substantially in accordance with applicable Documentation.

Customer’s exclusive remedy for a material failure is for Company to use commercially reasonable efforts to correct or reperform the affected functionality. If Company cannot reasonably do so, either party may terminate the affected Order.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE, SERVICE OUTPUT, COMPANY MATERIALS, BETA FEATURES, THIRD-PARTY INFORMATION, AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF:

1. MERCHANTABILITY;
2. FITNESS FOR A PARTICULAR PURPOSE;
3. TITLE;
4. NON-INFRINGEMENT;
5. ACCURACY;
6. COMPLETENESS;
7. QUIET ENJOYMENT; AND
8. RESULTS ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Company does not warrant that:

1. the Service will be uninterrupted;
2. the Service will be error-free;
3. every defect will be corrected;
4. data will never be lost;
5. every payer or integration will remain available;
6. a Third-Party Service will perform as expected;
7. the Service will meet every Customer requirement; or
8. Service Output will be accepted by a payer, facility, provider, regulator, auditor, or other third party.

Customer acknowledges that:

1. Aging AR reports may be incomplete, stale, inaccurate, or internally inconsistent;
2. payer responses may be delayed, incomplete, inaccurate, or later changed;
3. identical claims may receive inconsistent third-party responses;
4. disappearance of an account or balance from a report does not establish payment;
5. a reported status does not establish that payment was correctly posted;
6. a claim match does not guarantee that records refer to the same underlying claim;
7. a suggested action does not guarantee acceptance or payment;
8. a payer may deny, recoup, offset, reverse, or modify a payment;
9. recovery and attribution metrics may depend on incomplete information; and
10. Company does not control payer determinations, facility accounting, payment posting, source-system records, or reimbursement timing.

Company does not guarantee:

1. payment of a claim;
2. recovery of an amount;
3. a recovery rate;
4. a reduction in labor;
5. a reduction in denials;
6. a business outcome;
7. a financial return; or
8. acceptance of a correction, appeal, or submission.

The Service provides workflow, information-processing, reconciliation, and automation tools. Automated suggestions are workflow outputs, not professional coding advice, and automated workflows execute only after an authorized Customer representative approves the individual action or an automation rule covering it, as described in Section 6.5.

The Service does not provide:

1. legal advice;
2. medical advice;
3. clinical advice;
4. coding advice;
5. accounting advice;
6. tax advice;
7. compliance advice;
8. actuarial advice; or
9. a professional opinion concerning reimbursement entitlement.

Customer must use qualified personnel and advisors where appropriate.

Customer remains responsible for tracking and satisfying all claim, appeal, filing, recoupment, reconsideration, audit, and legal deadlines.

Company is not responsible for a missed deadline unless a mutually signed Order expressly makes Company responsible for that specific deadline.

Customer will defend, indemnify, and hold harmless Company, its affiliates, and their respective officers, directors, members, employees, contractors, licensors, and agents from third-party claims, demands, investigations, actions, damages, penalties, judgments, settlements, costs, and reasonable attorneys’ fees arising from or relating to:

1. Customer Data;
2. Customer’s lack of authority for an Authorized Client, Authorized User, credential, system, or data;
3. Customer’s breach of these Terms or the BAA;
4. Customer’s violation of law, payer rules, or third-party rights;
5. Customer’s billing, coding, claims, recovery, collection, or reimbursement practices;
6. a claim action initiated, approved, configured, or directed by Customer;
7. Customer’s downstream services or agreements;
8. Customer’s representations or commitments concerning the Service;
9. Customer’s use of Service Output;
10. Customer’s failure to validate a recovery or attribution amount;
11. Customer’s unauthorized use of a payer, portal, clearinghouse, EMR, or other Third-Party Service; or
12. use of the Service by an Authorized User or Authorized Client in violation of these Terms.

Customer has no indemnification obligation to the extent a claim results solely from Company’s gross negligence, willful misconduct, or breach of these Terms.

Company will defend Customer against a third-party claim alleging that Customer’s authorized use of the unmodified Service infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or included in a settlement approved by Company.

Company has no indemnification obligation for a claim arising from:

1. Customer Data;
2. Customer’s specifications or instructions;
3. modification not made by Company;
4. combination with a product, service, process, or data not supplied or approved by Company;
5. use outside these Terms or the Documentation;
6. continued use after Company instructs Customer to stop;
7. a Third-Party Service;
8. an open-source component used in compliance with its license; or
9. functionality provided to comply with Customer’s specific request.

If the Service becomes or is reasonably likely to become subject to an infringement claim, Company may:

1. obtain the right for Customer to continue using it;
2. modify or replace the affected functionality; or
3. terminate the affected functionality or Order.

If Company terminates a prepaid Order under this Section, Company will refund prepaid Fees allocable to the unused terminated period.

This Section states Company’s entire obligation and Customer’s exclusive remedy for intellectual-property infringement claims.

The indemnified party must:

1. promptly notify the indemnifying party of the claim;
2. provide reasonable cooperation at the indemnifying party’s expense; and
3. allow the indemnifying party to control the defense and settlement.

Delay in notice relieves the indemnifying party only to the extent materially prejudiced.

The indemnifying party may not settle a claim in a manner that:

1. admits fault by the indemnified party;
2. imposes a nonmonetary obligation on the indemnified party; or
3. fails to fully release the indemnified party,

without the indemnified party’s written consent, not to be unreasonably withheld.

Company does not provide a general indemnity for HIPAA, privacy, security, or data-breach claims. Those claims remain subject to the BAA, the limitations of liability in Section 19, and any separately signed security addendum.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR:

1. INDIRECT DAMAGES;
2. INCIDENTAL DAMAGES;
3. SPECIAL DAMAGES;
4. CONSEQUENTIAL DAMAGES;
5. EXEMPLARY OR PUNITIVE DAMAGES;
6. LOST PROFITS;
7. LOST REVENUE;
8. LOST BUSINESS;
9. LOST OPPORTUNITY;
10. LOSS OF GOODWILL;
11. BUSINESS INTERRUPTION;
12. COST OF SUBSTITUTE SERVICES; OR
13. LOSS, CORRUPTION, OR RECONSTRUCTION OF DATA,

EVEN IF THE PARTY WAS ADVISED THAT THOSE DAMAGES WERE POSSIBLE.

EXCEPT FOR THE EXCLUDED OBLIGATIONS IN SECTION 19.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE BAA, ALL ORDERS, AND THE SERVICE WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

If no Fees were paid or payable during that period, the cap will be the Fees payable for Customer’s first full month of the applicable Service.

The liability cap does not limit:

1. Customer’s payment obligations;
2. Customer’s indemnification obligations;
3. Customer’s violation of Company’s intellectual-property rights;
4. Customer’s fraud or willful misconduct;
5. either party’s liability that cannot legally be limited; or
6. amounts recoverable under an applicable insurance policy to the extent a mutually signed Order expressly requires that insurance and provides that insurance proceeds are outside the cap.

Unless a mutually signed BAA or security addendum expressly states otherwise, the disclaimers and limitations in this Section apply to claims involving:

1. PHI;
2. privacy;
3. confidentiality;
4. cybersecurity;
5. security incidents;
6. breach response; and
7. data loss.

The liability cap applies in the aggregate to all claims, Orders, Authorized Users, Authorized Clients, facilities, payers, and legal theories.

Multiple claims or incidents do not create multiple caps.

The parties acknowledge that the disclaimers and limitations in these Terms are an essential basis of their bargain and apply even if a limited remedy fails of its essential purpose.

These Terms and all disputes arising from them are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Before initiating arbitration, a party must provide written notice describing the dispute and requested relief.

Authorized representatives of the parties will attempt in good faith to resolve the dispute for at least thirty days after notice.

This requirement does not prevent either party from seeking temporary or emergency equitable relief.

Except for matters described in Section 20.5, any dispute arising out of or relating to these Terms, an Order, the BAA, or the Service will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect.

The arbitration will:

1. be conducted by one arbitrator;
2. take place in Wilmington, Delaware;
3. permit remote proceedings where appropriate;
4. be conducted in English; and
5. result in a written reasoned award.

Judgment on the award may be entered in any court with jurisdiction.

The parties will keep the arbitration proceeding, submissions, evidence, and award confidential except to the extent disclosure is reasonably necessary to:

1. enforce or challenge an award;
2. comply with law;
3. protect a legal right;
4. report to an insurer, auditor, lender, investor, or professional advisor under confidentiality obligations; or
5. respond to a regulatory or governmental request.

Either party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect:

1. intellectual property;
2. Confidential Information;
3. Customer Data;
4. security;
5. system access; or
6. against unauthorized use of the Service.

Either party may also bring an eligible claim in small-claims court.

For claims not subject to arbitration and proceedings to enforce an arbitration award, the parties consent to exclusive jurisdiction and venue in the state courts located in New Castle County, Delaware, or the United States District Court for the District of Delaware.

Each party may bring a dispute only in its individual capacity.

Neither party may bring or participate in a class, collective, consolidated, mass, private-attorney-general, or representative proceeding concerning these Terms or the Service.

TO THE EXTENT A DISPUTE PROCEEDS IN COURT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY.

To the maximum extent permitted by law, a claim arising from these Terms or the Service must be brought within one year after the claimant knew or reasonably should have known of the facts giving rise to the claim.

This limitation does not shorten the period for collection of undisputed Fees or enforcement of intellectual-property rights.

The prevailing party in an arbitration or permitted court proceeding may recover its reasonable attorneys’ fees and costs, as determined by the arbitrator or court. This Section applies equally to both parties.

Each party will comply with laws applicable to its own performance under these Terms.

Customer remains responsible for determining whether its use of the Service complies with:

1. health care billing and reimbursement laws;
2. fraud-and-abuse requirements;
3. false-claims laws;
4. payer contracts and manuals;
5. coding requirements;
6. professional licensing requirements;
7. privacy and data-protection laws;
8. patient-consent requirements; and
9. record-retention obligations.

Company’s provision of functionality, an integration, a workflow, or a configuration does not constitute a determination that Customer’s use is legally permissible.

Customer will not use or permit use of the Service in violation of applicable export-control, trade-sanctions, or anti-boycott laws.

Customer represents that it is not prohibited from receiving the Service under applicable sanctions or restricted-party rules.

Customer will not use the Service or any payment under these Terms in connection with bribery, kickbacks, improper inducements, unlawful referral payments, or another prohibited payment.

The Service is offered for use in the United States only. Customer may not use the Service for unsupported countries, foreign healthcare systems, foreign payers, foreign regulatory environments, or export-restricted parties.

Electronic acceptance, electronic signatures, clickwrap acceptance, in-product confirmation, and electronic records have the same effect as signed paper documents to the maximum extent permitted by law.

Company may retain records identifying:

1. the accepting user and that user’s confirmation of authority;
2. Customer;
3. the accepted Terms, BAA, and pricing versions;
4. acceptance date, time, and method;
5. Account information;
6. IP address or device information;
7. the applicable Pricing Schedule;
8. payment authorization; and
9. related acceptance events.

Company may update these Terms prospectively.

For a material change, Company will provide direct notice to Customer before the change becomes effective. Unless the notice states otherwise, notice is delivered during the current billing month and the change becomes effective for the next applicable billing month.

If Customer does not agree to a material revision, Customer may cancel the affected subscriptions before the effective date without providing the ordinary thirty-day cancellation notice, and must stop using the affected Service before the revision takes effect.

Continued use after the effective date of a properly noticed revision constitutes acceptance to the extent permitted by law. Affirmative re-acceptance is not required for every material revision. Company may require recorded re-acceptance when required by law or counsel, when the BAA materially changes, when data-use rights materially expand, when arbitration or class-waiver terms materially change, or when Company determines recorded re-acceptance is appropriate.

Changes required by law, security needs, or Third-Party Service requirements may become effective on shorter notice where reasonably necessary.

Company’s Privacy Policy applies to personal information processed outside the scope of the BAA, including business contact, Account, website, and support information.

The Privacy Policy does not reduce Company’s obligations under the BAA.

Legal notices to Customer may be sent to the Account administrator, billing contact, legal contact, or another email address associated with Customer’s Account.

Legal notices to Company must be sent to:

Company, LLC
[NOTICE ADDRESS]
Email: [LEGAL NOTICE EMAIL]

Operational, billing, security, and support communications may be provided through the Service or applicable support channels.

A notice is effective when delivered, except that email notices are effective when sent unless the sender receives a delivery-failure notice.

Customer may not assign or transfer these Terms, an Order, or an Account without Company’s prior written consent.

Company may assign these Terms, in whole or in part, to:

1. an affiliate;
2. a successor;
3. an acquirer of the Service or substantially all related assets;
4. a surviving entity in a merger or reorganization; or
5. an entity formed to own or operate the Service.

Any prohibited assignment is void.

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including:

1. natural disasters;
2. severe weather;
3. war;
4. terrorism;
5. civil unrest;
6. government action;
7. labor disruption;
8. utility failure;
9. internet or telecommunications failure;
10. cyberattack by a third party;
11. epidemic or pandemic;
12. payer or clearinghouse outage; or
13. failure of a critical Third-Party Service.

This Section does not excuse Customer’s obligation to pay Fees already accrued.

The parties are independent contractors.

These Terms do not create a:

1. partnership;
2. joint venture;
3. franchise;
4. agency;
5. fiduciary relationship;
6. employment relationship;
7. exclusive relationship; or
8. reseller relationship.

Neither party may bind the other except as expressly stated.

These Terms benefit only Company and Customer.

Authorized Users and Authorized Clients are not third-party beneficiaries and receive no independent enforcement rights.

These Terms, the BAA, applicable Orders, the Pricing Schedule, and any mutually signed addenda constitute the entire agreement concerning the Service.

They supersede prior and contemporaneous proposals, discussions, demonstrations, statements, emails, presentations, estimates, and understandings concerning the same subject matter.

Except for changes Company may make under Section 22.2, an amendment must be in a written or electronic document accepted by authorized representatives of both parties.

If a provision is found invalid or unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain effective.

Failure to enforce a provision is not a waiver.

A waiver must be express and applies only to the specific instance for which it is given.

Headings are for convenience and do not affect interpretation.

“Include” and “including” mean “including without limitation.”

The singular includes the plural and vice versa where appropriate.

These Terms will not be interpreted against a party solely because that party drafted them.

An Order or amendment may be accepted in counterparts and by electronic signature, each of which is considered an original and together constitute one instrument.