Terms of Use

Thank you for using the ORBilling Service. These Terms of Use (these ”Terms“) govern your use of the service and associated content, materials and software (collectively, the ”Service“) provided to you by Communicans, LLC (”Communicans“) at www.orbilling.com (the ”Site“). These Terms form a legally binding contract between Communicans and you. You may not use the Service except under these Terms. By clicking on the ”Accept“ button, and/or by using the Service, you agree to be bound by these Terms. You represent that you have the authority to enter into these Terms and you agree that these Terms apply both to you individually and to the entity that has employed or engaged you. If you do not agree to be bound by these Terms, then you have no right to use Note: If your organization has signed a separate written agreement with Communicans relating to the Service, then the terms of such agreement will take precedence over these Terms in the event of any conflict. It is recommended that you keep a copy of these Terms for your records.

1. RIGHT TO USE SERVICE AND RESTRICTIONS

1.1. - Right to Use. Subject to your compliance with these Terms and the payment of all applicable fees, Communicans grants you a personal, nonexclusive, nontransferable, limited right to use the Service in the United States. You may use the Service solely in support of your own internal business operations, and not in a service bureau, managed service provider, or other similar arrangement. You are not authorized to make any copies of the Service or any information or software contained in the Service. You agree to use the Service in compliance with all applicable laws, rules, regulations and standards, including without limitation laws, rules, regulations and standards relating to medical coding and relating to the privacy of individually identifiable health care information. You are prohibited from publishing, distributing via the Internet or other public computer based information system, creating derivative works (including translating), transferring, selling, leasing, licensing or otherwise making available to any unauthorized party the Service, or a copy or portion of the Service. Certain additional rights and restrictions may be set forth in an online or written order, or other similar document, relating to use of the Service that has been submitted by you and accepted by Communicans (”Order“).

1.2. - Licensed Healthcare Provider. By entering into these Terms, you represent and warrant that you are either: (1) a properly licensed and qualified healthcare provider and that all your individual employees or contractors using the Service have sufficient credentials, training, and qualifications in order to understand and use the Service, or (2) using the Service under the supervision of a properly licensed and qualified healthcare provider. This Service is a communications tool only. All use of the Service is subject to the disclaimers and limitations of liability contained in these Terms.

1.3. - Intellectual Property. You acknowledge that the Service, and the source code, algorithms, data structures, methods, processes, screen formats, report formats, data, ideas and concepts associated with the Service are valuable intellectual property owned by Communicans and its licensors, including all associated patent, copyright, trade secret, trademark, and other intellectual property rights. You agree not to, or permit others to, decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas or algorithms of the Service by any means. You will not remove any copyright or other proprietary notices from the Service. Communicans shall have a royalty- free, worldwide, transferable, and perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, or other information provided by you relating to the Service. You acknowledge and agree that any violation of the terms of this Section 1 would irreparably harm Communicans and that Communicans may enforce the terms of this Section 1 through injunctive relief, without limitation to any other rights and remedies available to Communicans. Communicans reserves all rights not expressly granted hereunder.

1.4. Third-Party Services. The Service may contain third-party services, software and/or information, which may be subject to additional or different terms (”Third-Party Services“). The documentation and online instructions for the Service (”Documentation“) may list Third-Party Services and/or software that you must acquire for use with the Service. COMMUNICANS PROVIDES THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION CPT® AND RELATED CONTENT AS DESCRIBED IN SECTION 1.5 BELOW, TO YOU ”AS IS“ WITHOUT ANY LIABILTY TO THE PROVIDER OF THE THRID-PARTY SERVICES.

1.5. - American Medical Association (”AMA“) Content.

a) ”CPT®“ means content from the print publication Current Procedural Terminology, Fourth Edition and the data file(s) of Current Procedural Terminology including CPT® Standard, CPT® Enhanced and Developer's Toolkit, all as available from the AMA published by the AMA in the English language as used in the United States, a coding work of nomenclature and codes for reporting of healthcare services. CPT® is copyrighted by the AMA and CPT® is a registered trademark of the AMA. You acknowledge that the AMA is the owner of all copyright, trademark and other rights to

b) U.S. Government Rights. This product includes CPT® which is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable, which was developed exclusively at private expense by the American Medical Association, AMA Plaza, 330 N. Wabash Ave., Suite 39300, Chicago, IL 60611-5885. U.S. government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.

c) Provision of updated CPT® in the Service is dependent on continuing contractual relationship between Communicans and the AMA.

d) CPT® is provided ”as is” without any liability to the AMA or to Communicans, including without limitation, no liability for consequential or special damages, or lost profits for sequence, accuracy, or completeness of data, or that it will meet your requirements. AMA's sole responsibility is to make available to Communicans replacement copies of CPT® if the data is not intact. AMA and Communicans disclaim any liability for any consequences due to use, misuse, or interpretation of information contained or not contained in CPT®.

2. USER INFORMATION AND PASSWORDS

2.1. - Access to the Service may require a user name and password. You represent and warrant that all user information that you provide to Communicans in connection with obtaining a user name and password is accurate and complete. In the event that any of your user information changes in the future, you will promptly provide Communicans with updated information.

2.2. - You are solely responsible in all respects for: (a) all use of the Service made using your user name and password, and (b) maintaining the confidentiality of your user name and password. You must ensure that anyone with authorized access to the Service will comply with the provisions of these Terms. You agree to notify Communicans immediately of any unauthorized use of your email address, user name or password or any other breach of security regarding the Service of which you are aware.

2.3. - DO NOT SHARE YOUR PASSWORD WITH ANYONE. If you know or suspect that your user name or password has been compromised, change your password immediately.

3. PRIVACY

Communicans does not store or maintain any protected health information in connection with provision of the Service. Instead, Communicans acts as a mere conduit in providing an information messaging service for your use. Communicans may retain statistical and aggregated data regarding how the Service is used.

4. FEES

4.1. - You shall pay Communicans the fees set forth in the Order, in accordance with the terms set forth therein. All payments under these Terms are non-refundable and, unless otherwise agreed, shall be made in United States dollars. Past-due payments will be subject to late payment charges of the lesser of: (a) one percent (1 %) per month, or (b) the maximum rate allowed by law. The fees and rates under these Terms are subject to change by Communicans upon at least sixty (60) days written notice. All invoices hereunder shall be paid within thirty (30) days of receipt.

4.2. - You shall be responsible for all applicable taxes, however designated, incurred in connection with these Terms, including but not limited to state and local privilege, excise, sales, VAT, and use taxes and any taxes or amounts in lieu thereof paid or payable by Communicans, but excluding taxes based upon the net income of Communicans.

4.3. - If a payment becomes ten (10) days or more overdue, Communicans reserves the right to suspend your access to the Service and the Site without liability to you, until payment is made in full.

5. TERM AND TERMINATION

5.1. These Terms are effective for the initial term noted in the applicable Order (”Initial Term“), unless earlier terminated. Thereafter, these Terms shall automatically renew for successive annual renewal terms based on Communicans' then-current fees, unless either party provides written notice of its intent to terminate these Terms at least sixty (60) days prior to the end of the Initial Term or applicable renewal

5.2. - Communicans may terminate these Terms or suspend the Service, upon notice to you, at any time upon your breach of any of the provisions hereof.

5.3. Sections 1.3, 1.5, 3, 4, 5.3, 6, 9 and 10 shall survive termination or expiration of these Terms. In addition, upon termination you shall promptly pay Communicans all outstanding amounts due to Communicans under these Terms. If these Terms are terminated by Communicans due to your breach, which you fail to cure after receipt of written notice, or if you terminate these Terms without cause prior to the end of the then-current term, then all fees unpaid for the remainder of the then-current term shall become immediately due and payable by you to Communicans as liquidated damages, without any further demand by Communicans. The parties acknowledge that Communicans' actual damages arising from such termination would be difficult to determine with accuracy and, accordingly, have agreed to the foregoing liquidated damages, which the parties acknowledge is a reasonable estimate of Communicans' potential

6. WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY

6.1. - Disclaimer. You understand and agree that Communicans is not engaged in the practice of medicine and that the Service is a tool only and is not a substitute for competent medical advisors. All coding decisions, diagnosis, medical practice management and patient care decisions made in which the Service may be utilized are exclusively your responsibility. You agree to indemnify and hold Communicans and its officers, directors, shareholders and employees harmless from any and all claims related to use of the Service, including without limitation that any improper coding, diagnosis, or medical treatment resulted from or related to use or reliance upon the Service. Communicans does not warrant that the Service will operate uninterruptedly or error-free. You are solely responsible for the accuracy and adequacy of the information and data furnished for processing with the Service. The successful operation of the Service is dependent on your use of proper procedures and systems and input of correct data. You agree that you shall have the sole responsibility for protecting and backing up the data used in connection with the Service. Communicans warrants that it will use commercially reasonable efforts to provide the Service substantially in accordance with the Documentation. EXCEPT FOR THIS LIMITED WARRANTY, THE SERVICE IS PROVIDED ”AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. COMMUNICANS DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. COMMUNICANS DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND

6.2. - Limitation of Liability. To the maximum extent permitted by applicable law and regardless of whether any remedy herein fails of its essential purpose, in no event shall Communicans or its third party licensors be liable to you or any third party arising out of the use of or inability to use the Service, under any contract, negligence, strict liability or other theory, for any indirect, special, incidental, exemplary or consequential damages (including lost profits), or for loss of or corruption of data, lost profits, or for cost of procurement of substitute goods or technology, regardless of whether Communicans has been advised of the possibility of such damages. Communicans' maximum liability for damages shall be limited to the fees actually received by Communicans under these Terms for the particular Service which caused the damages during the six (6) months prior to the date the cause of action accrued. No action, regardless of form, arising under or related to these Terms may be brought by you more than one (1) year after the event giving rise to the cause of action has occurred.

7. GOVERNMENT REGULATION

You agree that the Service and any related technical data will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export law. You will comply with all laws, regulations, permits, orders and other restrictions to the extent that they are applicable to the import or export of the Service and related technical data.

8. AMENDMENTS

Communicans reserves the right, in its sole discretion, to modify or change these Terms at any time by posting the changes to the Site. Your continued use of the Site or Service following the posting of such changes constitutes acceptance of those changes. Communicans will use reasonable commercial efforts to provide you notice of material changes. Communicans also reserves the right to modify the Site and the Service at any time

9. DISPUTE RESOLUTION

These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its choice of law provisions. All disputes arising out of or relating to these Terms, or any related agreements, that cannot be resolved through good-faith negotiation will be finally settled by binding arbitration. Judgment on any award rendered may be entered in any court having competent jurisdiction. Notwithstanding the foregoing, either party may pursue injunctive relief to protect its intellectual property rights and confidential information. The arbitration hearing will be conducted in accordance with the rules of the American Arbitration Association. The place of the Arbitration will be Asheville, NC USA. The arbitration panel shall consist of one arbitrator. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

10. MISCELLANEOUS

These Terms (including any applicable Order) are the sole and exclusive agreement between the parties related to its subject matter, and supersedes and replaces all other prior and contemporaneous agreements and communications related thereto, whether oral or written. No waiver of any right under these Terms shall be effective unless in writing, signed by a duly authorized representative of the waiving party; failure to insist upon strict compliance with these Terms shall not be deemed a waiver of any future right arising out of these Terms. You may not assign these Terms or any of your rights or obligations under these Terms without Communicans' prior written consent. In the event any provision of these Terms is determined to violate any law or be enforceable, the remainder of these Terms will remain in full force and effect. The parties are and intend to be independent contractors with respect to the services contemplated hereunder. No form of joint employer, joint venture, partnership, or similar relationship between the parties is intended or hereby created. Neither party shall be liable for any failure or delay in the performance of its obligations (except for payment obligations hereunder) due to causes beyond the reasonable control of the party affected. You acknowledge that you have read these Terms, understand it, and agree to be bound by the terms and conditions herein.