Terms & Conditions

For the purposes of these Terms & Conditions, the following definitions shall apply throughout this document and in any Service Agreement entered into between the parties.

Words denoting the singular shall include the plural and vice versa. Headings are for convenience only and shall not affect interpretation. Any reference to a statute or regulation shall include all amendments thereto and successor legislation.

These Terms & Conditions constitute a legally binding agreement between you and ChargeInsight RCM LLC. Your acceptance is established through any of the following actions:

• Executing a Service Agreement or Statement of Work with the Company
• Accessing or using any portion of the Company's Platform or services
• Submitting patient or billing data to the Company for processing
• Clicking "I Agree" or any equivalent acceptance mechanism on our Platform
• Continuing to use the Services after receiving notice of updated Terms

These Terms apply to all interactions with ChargeInsight RCM, including inquiries, trial engagements, pilot programs, and fully executed service contracts. Acceptance of a proposal or quote does not waive or supersede these Terms unless expressly stated in a signed Service Agreement.

ChargeInsight RCM provides comprehensive revenue cycle management services to healthcare providers across all major specialties. The specific services engaged by each client are detailed in the applicable Service Agreement. Our core service offerings include:

Service Standards

The Company will perform all Services using qualified personnel in a professional and workmanlike manner consistent with industry standards. All coding staff maintain active AAPC or AHIMA certifications. The Company will maintain a target clean claim rate of 98% or greater and adhere to all applicable payer submission timelines.

Service Modifications

The Company reserves the right to modify, update, or discontinue any service feature or workflow, provided that such modification does not materially diminish the core services specified in your Service Agreement. Clients will be notified at least 30 days in advance of any material service changes. Additional services not included in the original Service Agreement may be added by mutual written consent and may be subject to additional fees.

The successful delivery of revenue cycle management services depends on timely, accurate, and complete cooperation from the Client. By engaging the Company's services, you agree to the following obligations:

Data & Documentation

• Provide complete, accurate, and timely patient demographic and insurance information for all encounters submitted for billing
• Ensure clinical documentation supports the codes submitted and meets payer medical necessity standards
• Submit charges and supporting documentation within the timelines specified in the Service Agreement
• Promptly provide any additional documentation, clinical notes, or records requested by the Company for coding, appeals, or prior authorization purposes
• Notify the Company of any changes to provider information, payer contracts, or practice location within 5 business days

System Access & Cooperation

• Provide the Company with necessary access to your EHR, practice management system, and payer portals as required to perform the contracted services
• Designate a primary point of contact for billing communications who is authorized to make decisions regarding the Services
• Respond to Company inquiries and requests within 2 business days to avoid claim filing deadline risks
• Inform the Company of any payer audits, investigations, or compliance reviews that may affect billing operations

Compliance Responsibilities

• Maintain all required provider licenses, DEA registrations, and malpractice insurance throughout the engagement
• Ensure all providers are eligible to receive reimbursement from federal healthcare programs and are not excluded from participation
• Comply with all applicable federal and state healthcare laws, including but not limited to the False Claims Act, Anti-Kickback Statute, and Stark Law
• Cooperate fully with any payer audits or regulatory inquiries, providing requested documentation within required timeframes

Fees for the Company's services are set forth in the applicable Service Agreement. The following general payment terms apply to all engagements unless otherwise specified in the Service Agreement.

Fee Structure

ChargeInsight RCM's fees are typically structured as a percentage of net collections, a flat monthly retainer, or a per-encounter rate, as specified in your Service Agreement. The fee model is agreed upon prior to commencement of services and may only be modified by written amendment to the Service Agreement signed by authorized representatives of both parties.

Invoicing & Payment

• Invoices are issued monthly on the first business day of each month for services rendered in the prior month
• Payment is due within 30 days of the invoice date unless otherwise specified in the Service Agreement
• Payments may be made by ACH bank transfer, check, or wire transfer; credit card payments may be subject to a processing fee
• The Company reserves the right to suspend services for accounts more than 45 days past due following written notice

Late Payments & Disputes

• Balances unpaid after 30 days may accrue interest at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is less
• The Client shall be responsible for all reasonable collection costs, including attorney's fees, incurred by the Company to collect overdue balances
• Fee disputes must be submitted in writing to info@chargeinsightrcm.com within 15 days of invoice receipt; undisputed amounts remain due and payable

ChargeInsight RCM acts as a Business Associate as defined under HIPAA in connection with the performance of services that involve access to, use, or disclosure of Protected Health Information. The parties shall execute a Business Associate Agreement (BAA) prior to the commencement of any services involving PHI.

Business Associate Obligations

As a Business Associate, the Company agrees to:

• Use and disclose PHI only as permitted by the BAA and applicable law
• Implement appropriate administrative, physical, and technical safeguards to protect PHI
• Report any breach of unsecured PHI to the Client without unreasonable delay and no later than 60 days after discovery
• Ensure that all subcontractors and agents who access PHI execute appropriate BAAs
• Return or destroy all PHI upon termination of the Services, as directed by the Client and permitted by law

Confidential Information

Both parties agree to maintain the strict confidentiality of all Confidential Information received from the other party in connection with the Services. Neither party shall disclose Confidential Information to any third party without prior written consent of the disclosing party, except:

• To employees, contractors, or agents on a strict need-to-know basis who are bound by equivalent confidentiality obligations
• As required by applicable law, regulation, court order, or government authority (with prompt notice to the other party where legally permitted)
• Information that is or becomes publicly available through no fault of the receiving party

The confidentiality obligations set forth in this section shall survive the termination or expiration of the Service Agreement for a period of five (5) years, and indefinitely with respect to PHI as required by HIPAA.

The following intellectual property terms govern ownership of materials, systems, and work product created in connection with the Services.

Company Property

ChargeInsight RCM retains all right, title, and interest in and to: (i) the Platform and all proprietary software, algorithms, and tools used in delivering the Services; (ii) the Company's methodologies, workflows, templates, and standard operating procedures; (iii) all training materials, documentation, and know-how developed by the Company; and (iv) all improvements and derivative works of any of the foregoing, regardless of whether developed in connection with Client's engagement.

Client Data

The Client retains all right, title, and interest in and to all patient data, clinical documentation, financial records, and other data provided to the Company in connection with the Services ("Client Data"). The Company is granted a limited, non-exclusive license to use Client Data solely for the purpose of providing the contracted Services. The Company does not claim any ownership over Client Data and will not use Client Data for any purpose beyond service delivery without explicit written consent.

Work Product

Reports, analytics, denial analysis summaries, coding feedback, and other deliverables produced specifically for the Client ("Work Product") are provided for the Client's internal business use. Work Product does not transfer the Company's underlying methodologies or tools. Client may not reverse-engineer, sublicense, or commercialize Work Product without prior written consent.

• Client may use Work Product internally for operational and compliance purposes
• Work Product may not be shared with competitors of ChargeInsight RCM or used to develop competing services
• The Company retains the right to use aggregated, de-identified data derived from Services for internal analytics and service improvement

Cap on Liability

To the maximum extent permitted by applicable law, the Company's total aggregate liability to the Client for any and all claims arising out of or related to these Terms or the Services — whether in contract, tort, negligence, strict liability, or otherwise — shall not exceed the total fees paid by the Client to the Company in the three (3) calendar months immediately preceding the event giving rise to the claim.

Exclusion of Consequential Damages

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to:

• Loss of revenue, profits, or anticipated savings
• Loss of business opportunity or goodwill
• Payer audit findings, recoupment demands, or OIG penalties arising from clinical documentation issues
• Business interruption or loss of data
• Costs of substitute services

Exceptions

The limitations above do not apply to: (i) damages arising from a party's gross negligence, fraud, or willful misconduct; (ii) either party's indemnification obligations under Section 11; or (iii) breaches of confidentiality or HIPAA obligations. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such cases, the Company's liability shall be limited to the fullest extent permitted by applicable law.

Company Warranties

The Company warrants that: (i) it has the full legal right and authority to enter into and perform under these Terms; (ii) the Services will be performed by qualified personnel in a professional and workmanlike manner; (iii) it will maintain all required certifications and licenses necessary to provide the Services; and (iv) it will comply with all applicable laws and regulations in the performance of the Services.

Client Warranties

The Client warrants that: (i) all information provided to the Company is accurate, complete, and not misleading; (ii) clinical documentation submitted for billing accurately reflects services actually rendered; (iii) the Client is authorized to share PHI with the Company pursuant to the BAA; and (iv) the Client has obtained all necessary patient authorizations required by applicable law.

Disclaimer of Other Warranties

Except as expressly set forth above, the Services are provided "as is" and "as available." The Company makes no warranty, express or implied, regarding: (i) specific collection or reimbursement outcomes; (ii) claim approval rates or denial reversal rates; (iii) payer behavior, coverage determinations, or reimbursement schedule changes; or (iv) the fitness of the Services for any particular clinical specialty or use case not expressly addressed in the Service Agreement.

The initial term of the Service Agreement shall be as specified therein, typically twelve (12) months from the effective date. Unless terminated in accordance with these Terms, the agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term.

Termination for Convenience

Either party may terminate the Service Agreement for convenience upon sixty (60) days' prior written notice to the other party. The Client shall remain responsible for all fees incurred through the effective termination date, including fees for services in progress at the time of notice.

Termination for Cause

Either party may terminate the Service Agreement immediately upon written notice if the other party:

• Commits a material breach of these Terms or the Service Agreement and fails to cure such breach within thirty (30) days of written notice
• Becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed
• Commits fraud, willful misconduct, or engages in illegal billing practices
• Violates HIPAA in a manner that exposes the other party to regulatory risk or material liability

Effect of Termination

Upon termination or expiration of the Service Agreement: (i) the Company will complete processing of claims submitted prior to the termination date; (ii) the Client shall pay all outstanding fees within 30 days of the final invoice; (iii) each party shall return or destroy Confidential Information of the other party within 30 days; and (iv) the Company will provide reasonable transition assistance for up to 30 days at its standard hourly rates upon written request.

Client Indemnification of Company

The Client agrees to indemnify, defend, and hold harmless ChargeInsight RCM LLC and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, penalties, fines, and expenses (including reasonable attorney's fees) arising out of or related to:

• Inaccurate, incomplete, or fraudulent information provided to the Company by the Client or its personnel
• Clinical documentation that does not support the services billed, regardless of whether the Company coded from such documentation in good faith
• The Client's violation of any applicable law, regulation, or payer contract
• Any excluded provider billing through the Client's practice
• The Client's breach of any representation, warranty, or obligation under these Terms

Company Indemnification of Client

The Company agrees to indemnify, defend, and hold harmless the Client from and against any claims, liabilities, damages, losses, and expenses arising out of or related to: (i) the Company's gross negligence or willful misconduct in performing the Services; (ii) the Company's material breach of its HIPAA obligations; or (iii) the Company's infringement of any third-party intellectual property right in connection with its proprietary tools or Platform.

The parties agree to make good-faith efforts to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the Services informally before initiating formal proceedings.

Informal Resolution

Either party may initiate the informal resolution process by delivering written notice to the other party describing the dispute in reasonable detail. The parties shall designate senior representatives who shall meet (in person, by telephone, or by video conference) within fifteen (15) days of receipt of such notice and attempt in good faith to negotiate a resolution. If the parties are unable to resolve the dispute within thirty (30) days of the initial notice, either party may proceed to binding arbitration.

Binding Arbitration

Any dispute not resolved through informal negotiation shall be submitted to final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be Sheridan, Wyoming, USA. The language of arbitration shall be English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

• Each party shall bear its own legal costs and fees unless the arbitrator awards otherwise
• AAA administrative fees shall be shared equally by the parties unless the arbitrator determines otherwise
• The arbitration shall be conducted on an individual basis — class arbitration is expressly waived

These Terms & Conditions and any Service Agreement between the parties shall be governed by, construed, and enforced in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of law principles that would require application of the laws of another jurisdiction.

To the extent any dispute requires court proceedings — including to enforce an arbitration award, seek injunctive relief, or address matters excluded from arbitration — the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Sheridan County, Wyoming. Each party irrevocably waives any objection to such jurisdiction or venue on grounds of inconvenience or otherwise.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms. These Terms shall be interpreted and applied consistently with applicable federal healthcare laws, including HIPAA, the False Claims Act, and the Anti-Kickback Statute, all of which shall supersede any conflicting provision herein.

ChargeInsight RCM reserves the right to update, amend, or replace these Terms & Conditions at any time in its sole discretion. We are committed to transparent communication of any changes that materially affect your rights or obligations.

Notice of Changes

• Material changes will be communicated to active clients via email at least 30 days prior to their effective date
• Non-material changes (such as clarifications, formatting, or contact information updates) may be made without prior notice
• The "Last Updated" date at the top of this page will always reflect the most recent revision
• We encourage you to review these Terms periodically to stay informed of any updates

Acceptance of Revised Terms

Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of those changes. If you do not agree to the revised Terms, you must notify the Company in writing and cease using the Services prior to the effective date of the changes. Termination in response to material Term changes shall not be subject to early termination fees.

If you have any questions, concerns, or requests regarding these Terms & Conditions, a Service Agreement, or ChargeInsight RCM's legal and compliance practices, please contact us through any of the following channels. We are committed to responding to all legal and compliance inquiries within 2 business days.