Payer Ready LLC Terms & Conditions

Payer Ready LLC (hereinafter "Payer Ready," "Company," "we," "our," or "us") operates and maintains the website located at PayerReady.com and its subdomains, including app.payerready.com (collectively, the "Site"), and provides a suite of healthcare administrative services, including provider credentialing, payer enrollment, compliance monitoring, EDI & EFT management, document management, and related consulting services (collectively, the "Services").

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. These Terms & Conditions (the "Terms" or "Agreement") constitute a legally binding agreement between you (individually or on behalf of the entity you represent) and Payer Ready LLC. By accessing the Site, creating an Account, or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must immediately discontinue use of the Site and Services.

1. Acceptance and Modification of Terms

1.1. Binding Agreement. You accept these Terms by (a) clicking a button or checking a box indicating your acceptance during account registration, (b) executing a Service Order, Statement of Work, or other written agreement that references these Terms, or (c) accessing or using the Services in any manner. The date on which you first accept these Terms is the "Effective Date."

1.2. Authority to Bind. If you are entering into this Agreement on behalf of a company, medical practice, healthcare organization, or other legal entity (an "Organization"), you represent and warrant that you have the legal authority to bind that Organization to these Terms. In such cases, "you" and "your" shall refer to the Organization, and you personally represent that you are an authorized representative with the power to bind the Organization.

1.3. Eligibility. You must be at least eighteen (18) years of age and legally capable of entering into binding contracts to use the Services. By using the Services, you represent and warrant that you meet these requirements.

1.4. Modifications. Payer Ready reserves the right to modify, amend, or update these Terms at any time at its sole discretion. We will provide notice of material changes by posting the revised Terms on the Site and updating the "Last Updated" date. For material changes that significantly affect your rights or obligations, we will make reasonable efforts to notify you via email or through an in-application notification at least thirty (30) days prior to the effective date of the changes. Your continued use of the Site or Services following the effective date of any modifications constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of the Services before the effective date.

2. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Account" means the user account created by you to access and use the Services through the Platform.
• "Authorized User" means any individual who is authorized by you to use the Services under your Account, including employees, contractors, coordinators, and agents.
• "Confidential Information" means any non-public information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• "Credential" or "Credentialing" means the process of verifying a healthcare provider's qualifications, including but not limited to education, training, licensure, certifications, malpractice history, and professional references, for the purpose of enrollment with insurance payers or healthcare organizations.
• "NPI" means National Provider Identifier, the unique identification number assigned to healthcare providers in the United States by the Centers for Medicare & Medicaid Services (CMS).
• "CAQH" means the Council for Affordable Quality Healthcare, which operates a universal provider credentialing database.
• "Payer" means any insurance company, managed care organization, government program (Medicare, Medicaid, TRICARE), or other entity with which a healthcare provider seeks enrollment to receive reimbursement for services rendered.
• "PHI" means Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), including any individually identifiable health information transmitted or maintained in any form or medium.
• "Platform" means the Payer Ready web-based application, including all software, tools, dashboards, and interfaces accessible through the Site.
• "Provider" or "Doctor" means a healthcare professional, including but not limited to physicians, nurse practitioners, physician assistants, therapists, and other licensed healthcare practitioners who use the Services.
• "Service Order" means any order form, statement of work, or similar document executed by the parties that references these Terms and specifies the Services to be provided, applicable fees, and any additional terms.
• "User Data" means all data, information, documents, and materials submitted, uploaded, or otherwise provided by you or on your behalf through the Platform, including but not limited to provider profiles, license information, credentials, certificates, and enrollment documents.

3. Account Registration and Security

3.1. Account Creation. Use of the Services requires the creation of an Account. During registration, you agree to provide true, accurate, current, and complete information as prompted by the registration form, including but not limited to your legal name, email address, NPI number (if applicable), business name, primary specialty, and state of practice. You agree to maintain and promptly update this information to keep it accurate, current, and complete at all times.

3.2. Account Credentials. You are solely responsible for maintaining the confidentiality of your Account login credentials, including your password, and for all activities that occur under your Account, whether or not authorized by you. You must immediately notify Payer Ready at support@payerready.com of any unauthorized use of your Account, any breach of security, or any other compromise of your Account credentials. Payer Ready shall not be liable for any loss or damage arising from your failure to protect your Account credentials.

3.3. Account Types. The Platform supports multiple account types based on your role, including but not limited to Provider (Doctor), Coordinator, Organization Administrator, and Organization Coordinator accounts. Each account type provides access to specific features and functionalities appropriate to its designated role. You agree to use your Account only in accordance with the permissions and capabilities assigned to your account type.

3.4. Data Integrity. Because our Services rely on the accuracy of the data you provide for credentialing, enrollment, and billing purposes, Payer Ready reserves the right to suspend or terminate Accounts that contain false, misleading, fraudulent, or materially outdated information. You acknowledge that inaccurate data may result in enrollment delays, denials, or adverse actions by Payers, and Payer Ready shall not be held responsible for any consequences arising from inaccurate data that you provide.

3.5. Account Sharing. Accounts are assigned to individual users and may not be shared between multiple individuals. Each person who accesses the Platform must have their own Account. Organization accounts may have multiple Authorized Users, each with their own individual login credentials.

4. Service Description and Scope

4.1. Services Provided. Payer Ready provides the following administrative and operational services to healthcare providers and organizations:

• Provider Credentialing: Verification and compilation of provider qualifications, including education, training, board certifications, state licenses, malpractice history, work history, and professional references.
• Payer Enrollment: Preparation, submission, and management of enrollment applications with insurance payers, government programs, and managed care organizations on behalf of providers.
• Compliance Monitoring: Ongoing monitoring of license expirations, certification renewals, exclusion lists, and regulatory requirements to help maintain active enrollment status.
• EDI & EFT Management: Electronic Data Interchange setup and Electronic Funds Transfer enrollment for faster claims processing and payment.
• Document Management: Secure storage, organization, and retrieval of credentialing documents, licenses, certificates, and enrollment correspondence through the Platform.
• CAQH Profile Management: Assistance with the creation, updating, and re-attestation of CAQH ProView profiles.
• PECOS Enrollment: Medicare Provider Enrollment, Chain, and Ownership System (PECOS) enrollment and management services.

4.2. Service Limitations. You acknowledge and agree that:

• Payer Ready acts as an administrative service provider and does not provide medical advice, legal advice, financial advice, or tax advice.
• Payer Ready does not guarantee approval of any enrollment application, as approval decisions are made solely by the applicable Payer at its discretion.
• Processing times for credentialing and enrollment applications vary by Payer and are outside of Payer Ready's control.
• Payer Ready is not a party to any agreement between you and any Payer, and we are not responsible for the actions, decisions, or policies of any Payer.
• Payer Ready does not verify the clinical competence of any Provider and makes no representations regarding a Provider's ability to practice medicine.

4.3. Your Responsibilities. To enable Payer Ready to perform the Services effectively, you agree to:

• Provide accurate, complete, and timely information and documentation as requested.
• Respond promptly to inquiries and requests for additional information or clarification.
• Maintain valid and active licenses, certifications, and insurance coverage as required by applicable law and Payer requirements.
• Notify Payer Ready promptly of any changes to your professional status, including but not limited to license suspensions, revocations, malpractice claims, criminal proceedings, or sanctions.
• Review and approve all documents before submission to Payers when requested.

5. License Grant and Use Restrictions

5.1. License Grant. Subject to your compliance with these Terms and payment of all applicable fees, Payer Ready grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal professional or business purposes in connection with the Services during the term of this Agreement.

5.2. Use Restrictions. You shall not, and shall not permit any third party to:

• Use the Services for any fraudulent, illegal, or unauthorized purpose, including but not limited to submitting false provider credentials, fabricated documentation, or misleading information.
• Attempt to gain unauthorized access to the Platform, other user accounts, or any computer systems or networks connected to the Platform through hacking, password mining, or any other means.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or structure of the Platform or any component thereof.
• Copy, modify, adapt, translate, or create derivative works based on the Platform or any part thereof.
• Rent, lease, loan, sell, sublicense, distribute, or otherwise transfer access to the Platform to any third party.
• Use the Platform to transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
• Use automated means, including bots, crawlers, scrapers, or spiders, to access, collect data from, or interact with the Platform without prior written permission.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Platform.
• Use the Services in any manner that violates applicable federal, state, or local laws or regulations, including but not limited to HIPAA, the False Claims Act, or the Anti-Kickback Statute.
• Use the Services in violation of U.S. export control laws and regulations.

6. Intellectual Property Rights

6.1. Company Ownership. The Platform, including its "look and feel," design, layout, and all content therein (including but not limited to text, graphics, images, logos, icons, software code, proprietary algorithms, workflows, and data compilations), are the exclusive property of Payer Ready LLC or its licensors and are protected by United States and international copyright, trademark, trade secret, patent, and other intellectual property laws. All rights not expressly granted herein are reserved by Payer Ready.

6.2. Trademarks. "Payer Ready," "PayerReady," the Payer Ready logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Payer Ready LLC. You may not use these marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.

6.3. User Content License. You retain ownership of all User Data and documents that you upload or submit to the Platform. However, by submitting User Data, you grant Payer Ready a limited, non-exclusive, royalty-free, worldwide license to use, host, store, reproduce, transmit, and display your User Data solely as necessary to provide the Services (for example, submitting enrollment documents to a Payer on your behalf, displaying information on your dashboard, or generating reports). This license terminates upon the deletion of your User Data or termination of your Account, subject to any data retention requirements described herein.

6.4. Feedback. If you provide Payer Ready with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Platform or Services ("Feedback"), you hereby assign to Payer Ready all right, title, and interest in and to such Feedback, and Payer Ready shall be free to use, disclose, reproduce, license, or otherwise exploit such Feedback without restriction or obligation of any kind.

7. Fees, Payment Terms, and Taxes

7.1. Fees. You agree to pay all fees specified in your selected service tier, Service Order, or as otherwise communicated to you in writing prior to the commencement of Services. Current pricing information is available on our website or upon request. Payer Ready reserves the right to modify its fee structure with at least thirty (30) days' prior written notice to you. Continued use of the Services after such notice constitutes your acceptance of the modified fees.

7.2. Payment Terms. Unless otherwise stated in a Service Order, all invoices are due and payable within thirty (30) days of the invoice date. Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date payment was due until the date payment is received in full.

7.3. Payment Methods. Payer Ready accepts payment via credit card, debit card, ACH transfer, wire transfer, or such other methods as we may designate from time to time. We utilize third-party payment processors, including but not limited to Stripe, Inc., to manage payment transactions. By providing your payment information, you authorize our payment processors to charge the designated payment method for all applicable fees, including any recurring subscription fees.

7.4. Taxes. All fees are exclusive of any applicable local, state, federal, or international taxes, duties, or levies ("Taxes"). You are solely responsible for the payment of all Taxes associated with your purchase of the Services, excluding taxes based solely on Payer Ready's net income. If Payer Ready is required to collect or pay Taxes on your behalf, such Taxes will be invoiced to you and are due upon receipt.

7.5. Disputed Charges. If you believe any charge is incorrect, you must notify Payer Ready in writing within thirty (30) days of the charge date, providing a detailed explanation of the disputed amount. Failure to dispute a charge within this period constitutes your acceptance of the charge. During the investigation of a disputed charge, you remain responsible for paying all undisputed amounts.

8. Cancellation, Termination, and Refund Policy

8.1. Cancellation by You. You may cancel your Account and/or Services at any time by providing written notice to Payer Ready at support@payerready.com or through the Account settings in the Platform. Cancellation will take effect at the end of your current billing period. You will retain access to the Services until the end of the paid billing period in which you cancel.

8.2. Termination by Payer Ready. Payer Ready may suspend or terminate your Account and access to the Services, in whole or in part, at any time and for any reason, including but not limited to:

• Breach of these Terms or any applicable Service Order.
• Non-payment of fees after reasonable notice and a fifteen (15) day cure period.
• Providing false, fraudulent, or materially inaccurate information.
• Engaging in conduct that may harm Payer Ready, other users, or third parties.
• Violation of applicable laws, regulations, or Payer requirements.
• Extended periods of inactivity exceeding twelve (12) months.

8.3. Termination for Cause. Either party may terminate this Agreement for cause upon thirty (30) days' written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within the thirty (30) day notice period. In the event Payer Ready terminates for cause due to your breach, no refund shall be provided.

8.4. Effect of Termination. Upon termination or cancellation of your Account:

• Your license to access and use the Platform will immediately terminate.
• Payer Ready will cease performing any ongoing Services on your behalf, including pending enrollment applications.
• You will have a thirty (30) day data export period following the effective date of termination during which you may download your User Data through the Platform or by requesting an export from support@payerready.com.
• After the thirty (30) day data export period, Payer Ready may delete your User Data in accordance with our data retention policies, subject to any legal or regulatory obligations requiring longer retention.
• Any outstanding fees or charges incurred prior to termination remain due and payable.

8.5. Refund Policy. Given the administrative intensity of credentialing, enrollment, and compliance services, the following refund policy applies:

• Services Not Yet Commenced: If you cancel before Payer Ready has begun work on your credentialing or enrollment applications, you are entitled to a full refund of any prepaid fees, less any applicable administrative or setup fees.
• Services In Progress: If work has commenced on your credentialing or enrollment applications, you may be entitled to a pro-rata refund for services not yet rendered, calculated based on the percentage of work completed at the time of cancellation. Payer Ready will provide a written accounting of work completed upon request.
• Completed Services: No refund will be provided for services that have been fully performed and delivered, regardless of the outcome of any enrollment application.
• Subscription Fees: Monthly or annual subscription fees are non-refundable for the current billing period in which cancellation occurs. Access will remain active through the end of the paid period.

8.6. Survival. Sections 2 (Definitions), 6 (Intellectual Property), 7 (Fees, for amounts owed), 8.4 (Effect of Termination), 10-13 (HIPAA, PHI, Security, Breach Notification), 15-16 (Data Ownership, Retention), 22 (Disclaimers), 23 (Indemnification), 24 (Governing Law), and 25 (General Provisions) shall survive termination or expiration of this Agreement.

9. Subscription Renewals and Plan Changes

9.1. Automatic Renewal. Unless otherwise specified in your Service Order, subscription plans will automatically renew for successive periods equal to the initial subscription term (monthly or annually) unless you provide written notice of cancellation prior to the renewal date in accordance with Section 8.1.

9.2. Plan Upgrades. You may upgrade your service plan at any time. Upgrades will take effect immediately, and any difference in fees will be prorated for the remainder of the current billing period.

9.3. Plan Downgrades. Plan downgrades will take effect at the beginning of the next billing period. No refund or credit will be issued for the difference in fees for the current billing period. Features and capabilities associated with the higher-tier plan may become unavailable upon the effective date of the downgrade.

10. HIPAA Compliance and Business Associate Obligations

10.1. HIPAA Applicability. Payer Ready acknowledges that, in the course of providing the Services, it may receive, create, maintain, or transmit Protected Health Information (PHI) on behalf of Covered Entities and their Business Associates as those terms are defined under HIPAA and its implementing regulations, including the Privacy Rule (45 CFR Part 160 and Subparts A and E of Part 164) and the Security Rule (45 CFR Part 160 and Subparts A and C of Part 164), as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act").

10.2. Business Associate Agreement. To the extent required by HIPAA, Payer Ready will enter into a Business Associate Agreement ("BAA") with applicable Covered Entities before accessing, receiving, or processing PHI. The BAA shall govern the permitted uses and disclosures of PHI and shall be incorporated into and made a part of this Agreement. In the event of any conflict between the BAA and these Terms with respect to PHI, the BAA shall control.

10.3. Compliance Commitment. Payer Ready is committed to complying with all applicable provisions of HIPAA, the HITECH Act, and their implementing regulations. We maintain administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of PHI in accordance with the HIPAA Security Rule.

10.4. Minimum Necessary Standard. Payer Ready will request, access, use, and disclose only the minimum amount of PHI necessary to accomplish the intended purpose of the use, disclosure, or request, in accordance with the HIPAA minimum necessary standard.

11. Protected Health Information (PHI) Handling

11.1. Permitted Uses. Payer Ready will use PHI only as permitted or required under these Terms, the applicable BAA, and HIPAA for the purpose of performing the Services, including:

• Processing credentialing and enrollment applications on your behalf.
• Communicating with Payers, regulatory bodies, and credentialing organizations as necessary to perform the Services.
• Maintaining and updating provider profiles and enrollment records.
• Generating reports and analytics for your use within the Platform.
• As required by law, regulation, or legal process.

11.2. Prohibited Disclosures. Payer Ready will not sell PHI, use PHI for marketing purposes without your express written authorization, or disclose PHI to unauthorized third parties. Payer Ready will not use or disclose PHI in a manner that would violate HIPAA if done by the Covered Entity, except as specifically permitted under our BAA.

11.3. De-Identification. Payer Ready may de-identify PHI in accordance with the methods specified in 45 CFR 164.514(a)-(c). De-identified data is not subject to the restrictions of these Terms or HIPAA and may be used by Payer Ready for any lawful purpose, including but not limited to improving the Services, conducting research, and generating aggregate industry reports.

12. Data Security and Encryption

12.1. Security Program. Payer Ready maintains a comprehensive information security program that includes administrative, technical, and physical safeguards reasonably designed to protect User Data and PHI from unauthorized access, use, disclosure, alteration, or destruction. Our security measures include but are not limited to:

• Encryption of data in transit using TLS 1.2 or higher.
• Encryption of sensitive data at rest using industry-standard encryption algorithms.
• Role-based access controls limiting access to User Data on a need-to-know basis.
• Regular security assessments, vulnerability scanning, and penetration testing.
• Employee security awareness training and background checks.
• Secure session management with automatic timeouts and secure cookie handling.
• Audit logging of access to and modifications of sensitive data.
• Multi-factor authentication capabilities for Account access.

12.2. Infrastructure. The Platform is hosted on secure infrastructure with appropriate physical security controls, redundant systems, and disaster recovery capabilities. We regularly backup data and maintain business continuity plans to ensure the availability of the Services.

12.3. No Absolute Security. While Payer Ready takes commercially reasonable measures to protect your data, no method of transmission over the Internet or method of electronic storage is completely secure. Payer Ready cannot guarantee the absolute security of your data and is not responsible for any unauthorized access that occurs despite our implementation of commercially reasonable security measures.

13. Breach Notification

13.1. Security Incident Notification. In the event Payer Ready becomes aware of a breach of unsecured PHI as defined under 45 CFR 164.402, Payer Ready will notify the affected Covered Entity without unreasonable delay and in no event later than sixty (60) calendar days after discovery of the breach, unless a shorter period is required by the applicable BAA or by law.

13.2. Notification Contents. Breach notifications will include, to the extent available: (a) identification of each individual whose unsecured PHI has been, or is reasonably believed to have been, accessed, acquired, used, or disclosed; (b) a brief description of what happened, including the date of the breach and date of discovery; (c) a description of the types of unsecured PHI involved; (d) steps the affected individuals should take to protect themselves; and (e) a description of the remedial actions Payer Ready is taking to investigate the breach, mitigate harm, and prevent future breaches.

13.3. Cooperation. Payer Ready will cooperate with you and any applicable regulatory authorities in the investigation of any security incident or breach and will take commercially reasonable steps to mitigate the effects of any breach.

14. Credentialing Services Disclaimer

14.1. No Guarantee of Acceptance. You acknowledge and agree that Payer Ready does not guarantee the approval of any credentialing or enrollment application. Each Payer independently determines whether to accept or reject an enrollment application based on its own criteria, network needs, geographic considerations, and policies. Payer Ready has no control over and accepts no responsibility for Payer decisions.

14.2. Timeline Estimates. Any estimated timelines provided by Payer Ready for enrollment processing are approximations only and are not binding commitments. Actual processing times depend on numerous factors outside of our control, including but not limited to Payer response times, verification delays, completeness of submitted information, and seasonal processing volumes.

14.3. No Legal or Medical Advice. The Services do not constitute legal, medical, financial, or tax advice. You should consult with qualified professionals regarding any legal, medical, financial, or tax matters related to your practice. Payer Ready's employees and contractors are not licensed attorneys, physicians, accountants, or financial advisors, and any information provided is for administrative and informational purposes only.

14.4. Your Continuing Obligations. Even while using Payer Ready's Services, you remain solely responsible for ensuring that you maintain all required licenses, certifications, and insurance coverage necessary to practice in your jurisdiction(s). You are responsible for the accuracy and completeness of all information used in enrollment applications, regardless of whether Payer Ready prepared or submitted the application on your behalf.

15. User Data Ownership and Portability

15.1. Ownership. You retain all right, title, and interest in and to your User Data. Nothing in these Terms transfers ownership of your User Data to Payer Ready. Payer Ready's rights to your User Data are limited to those expressly granted in these Terms and are solely for the purpose of providing the Services.

15.2. Data Export. You may export your User Data at any time during the term of your Account through the Platform's export functionality or by contacting support@payerready.com. Upon Account termination, you will have a thirty (30) day window to export your data as described in Section 8.4. Payer Ready will provide data exports in commonly used, machine-readable formats (such as CSV, PDF, or JSON) where technically feasible.

15.3. Data Portability. Payer Ready supports your right to data portability. Upon your written request, we will make commercially reasonable efforts to provide your User Data in a structured, commonly used, and machine-readable format to facilitate the transfer of your data to another service provider.

16. Data Retention and Deletion

16.1. Active Accounts. Payer Ready retains your User Data for as long as your Account is active and as needed to provide the Services. We may also retain certain data as necessary to comply with legal obligations, resolve disputes, enforce our agreements, and for legitimate business purposes.

16.2. Post-Termination Retention. Following Account termination and the expiration of the thirty (30) day data export window, Payer Ready will delete or anonymize your User Data within ninety (90) days, except where retention is required by applicable law, regulation, or legal hold. Data that must be retained for legal or regulatory purposes will be securely stored and isolated from active processing until it can be deleted.

16.3. Deletion Requests. You may request the deletion of specific User Data at any time by contacting support@payerready.com. Payer Ready will process deletion requests within thirty (30) days, subject to any legal or contractual obligations that require continued retention. We will notify you if we are unable to fulfill a deletion request and the reason for such inability.

16.4. Backup Copies. You acknowledge that deleted data may persist in encrypted backup systems for a limited period as part of our standard backup and disaster recovery procedures. Backup copies will be overwritten in the normal course of backup rotation and will not be used for active processing.

17. Subprocessors and Third-Party Services

17.1. Use of Subprocessors. Payer Ready may engage third-party service providers ("Subprocessors") to assist in providing the Services. Subprocessors may include cloud hosting providers, payment processors, email delivery services, and analytics providers. Payer Ready maintains agreements with its Subprocessors that impose data protection obligations substantially similar to those set forth in these Terms.

17.2. Key Third-Party Services. The Services may integrate with or rely upon the following third-party services and systems:

• Payment Processing: Stripe, Inc. for secure payment transaction processing.
• NPI Registry: The NPPES (National Plan and Provider Enumeration System) for NPI verification and provider data lookup.
• Payer Portals: Various insurance payer enrollment portals and systems for the submission and tracking of enrollment applications.
• CAQH ProView: For credentialing data management and verification.
• PECOS: The Medicare Provider Enrollment, Chain, and Ownership System.

17.3. Third-Party Terms. Your use of any third-party services accessed through the Platform may be subject to additional terms and conditions imposed by the third-party provider. Payer Ready is not responsible for the terms, privacy practices, or actions of any third-party service provider.

18. Privacy Policy

18.1. Incorporation by Reference. Our Privacy Policy describes how we collect, use, store, and disclose your personal information and is incorporated into and made a part of these Terms. By using the Services, you consent to the collection and use of your information as described in our Privacy Policy.

18.2. Updates to Privacy Policy. Payer Ready may update the Privacy Policy from time to time. We will notify you of material changes to the Privacy Policy by posting a notice on the Site or by sending you an email notification. Your continued use of the Services after such notification constitutes your acceptance of the updated Privacy Policy.

19. California Consumer Privacy Act (CCPA) Rights

19.1. Applicability. If you are a California resident, you have certain rights under the California Consumer Privacy Act of 2018 ("CCPA"), as amended by the California Privacy Rights Act of 2020 ("CPRA"), with respect to the personal information we collect about you. This section supplements the information provided in our Privacy Policy and applies solely to California residents.

19.2. Right to Know. You have the right to request that Payer Ready disclose (a) the categories of personal information we have collected about you; (b) the categories of sources from which the personal information is collected; (c) the business or commercial purpose for collecting or selling personal information; (d) the categories of third parties with whom we share personal information; and (e) the specific pieces of personal information we have collected about you. You may make such a request up to two (2) times in a twelve (12) month period.

19.3. Right to Delete. You have the right to request that Payer Ready delete the personal information we have collected from you, subject to certain exceptions provided by law, including but not limited to where retention is necessary to complete a transaction, comply with a legal obligation, detect security incidents, or exercise or defend legal claims.

19.4. Right to Correct. You have the right to request that Payer Ready correct inaccurate personal information that we maintain about you, taking into account the nature of the personal information and the purposes of processing.

19.5. Right to Opt-Out of Sale or Sharing. Payer Ready does not sell your personal information as defined under the CCPA/CPRA. We do not share your personal information for cross-context behavioral advertising purposes. If our practices change in the future, we will update this section and provide a "Do Not Sell or Share My Personal Information" link on our Site.

19.6. Right to Limit Use of Sensitive Personal Information. To the extent Payer Ready processes sensitive personal information (such as Social Security numbers or health-related information) beyond what is necessary to perform the Services, you have the right to limit our use and disclosure of such information.

19.7. Non-Discrimination. Payer Ready will not discriminate against you for exercising any of your CCPA/CPRA rights. We will not deny you Services, charge you different prices or rates, provide you a different level or quality of Services, or suggest that you may receive a different price or rate or different level or quality of Services as a result of exercising your rights.

19.8. Authorized Agents. You may designate an authorized agent to make a CCPA/CPRA request on your behalf. To do so, you must provide the authorized agent with written permission and verify your identity directly with Payer Ready, or the authorized agent must provide proof of power of attorney pursuant to California Probate Code sections 4000 to 4465.

19.9. How to Exercise Your Rights. To exercise any of the rights described in this section, you or your authorized agent may submit a verifiable consumer request by emailing privacy@payerready.com or by writing to us at the address provided in Section 25. We will respond to your request within forty-five (45) calendar days, or notify you if we need additional time (up to an additional forty-five (45) days) to respond.

19.10. HIPAA Exception. Please note that the CCPA/CPRA does not apply to Protected Health Information that is collected by a Covered Entity or Business Associate governed by HIPAA. To the extent that your personal information qualifies as PHI under HIPAA, your rights with respect to such information are governed by HIPAA and the applicable BAA, rather than the CCPA/CPRA.

20. State-Specific and Multi-State Compliance

20.1. Multi-State Operations. Payer Ready provides credentialing and enrollment services across all fifty (50) United States and the District of Columbia. Each state may have specific laws, regulations, and requirements governing provider credentialing, licensure, and payer enrollment. Payer Ready makes commercially reasonable efforts to stay current with state-specific requirements; however, you are responsible for understanding and complying with the laws and regulations of each state in which you practice or seek enrollment.

20.2. State Privacy Laws. In addition to the CCPA/CPRA rights described in Section 19, residents of certain states (including but not limited to Virginia, Colorado, Connecticut, Utah, Texas, Oregon, Montana, and Iowa) may have additional privacy rights under their respective state privacy laws. Payer Ready is committed to complying with all applicable state privacy laws and will honor valid requests made under such laws. To exercise any state-specific privacy rights, please contact us at privacy@payerready.com.

20.3. Telehealth and Interstate Practice. If you use Payer Ready's Services in connection with telehealth or interstate practice, you are solely responsible for ensuring compliance with all applicable state and federal laws governing telehealth services, interstate medical licensure compacts, and related regulations.

21. Electronic Signatures

21.1. Consent to Electronic Transactions. Our Services include the preparation and submission of legal and administrative documents, including payer enrollment forms, credentialing applications, attestations, and provider contracts. By using the Services, you consent to conduct transactions electronically and to the use of electronic signatures in lieu of handwritten signatures, in accordance with the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA) as adopted by applicable states.

21.2. Legal Equivalence. You acknowledge and agree that your electronic signature (including but not limited to clicking "I Accept" or "I Agree," typing your name in a designated signature field, using a mouse, stylus, or finger to draw your signature, or any other electronic method of indicating assent) is the legal equivalent of your handwritten signature and shall be binding and enforceable as if it were a physical signature. No third-party certification authority is required to validate the authenticity of your electronic signature.

21.3. Record Retention. Payer Ready will retain electronic records of all documents executed using electronic signatures for the duration required by applicable law or regulation, or for a minimum of seven (7) years, whichever is longer.

21.4. Withdrawal of Consent. You may withdraw your consent to use electronic signatures at any time by providing written notice to support@payerready.com. However, withdrawal of consent may limit your ability to use certain features of the Services that require electronic document execution, and may result in delays or inability to process enrollment applications that require digital submission.

22. Disclaimers and Limitation of Liability

22.1. "As Is" Basis. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PAYER READY DOES NOT WARRANT THAT (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (C) ANY PAYER WILL ACCEPT ANY SPECIFIC ENROLLMENT APPLICATION; OR (D) ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED.

22.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PAYER READY LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (C) ANY UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF YOUR DATA; OR (D) ANY OTHER MATTER RELATING TO THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF PAYER READY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22.3. Liability Cap. PAYER READY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO PAYER READY DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

22.4. Exceptions. The limitations in this Section 22 shall not apply to (a) either party's indemnification obligations, (b) either party's breach of its confidentiality obligations, (c) Payer Ready's obligations with respect to PHI under HIPAA and the applicable BAA, or (d) liability that cannot be limited under applicable law.

22.5. Basis of the Bargain. You acknowledge that Payer Ready has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties.

23. Indemnification

23.1. Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless Payer Ready LLC and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Payer Ready Parties") from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Your use of the Services or the Platform.
• Any inaccuracies, misrepresentations, or falsehoods in the information, data, or documentation you provide.
• Your violation of these Terms, any applicable law or regulation, or any third-party rights (including privacy, intellectual property, or contractual rights).
• Any claim by a Payer, regulatory body, or other third party arising from enrollment applications submitted using information you provided.
• Your negligence or willful misconduct in connection with the Services.

23.2. Indemnification Procedure. Payer Ready will promptly notify you of any claim for which it seeks indemnification and will provide reasonable cooperation (at your expense) in the defense of such claim. You shall not settle any claim in a manner that adversely affects the Payer Ready Parties without our prior written consent, which shall not be unreasonably withheld.

24. Governing Law and Dispute Resolution

24.1. Governing Law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

24.2. Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator in Miramar, Florida. The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction.

24.3. Arbitration Costs. Each party shall bear its own attorneys' fees and costs. The parties shall share equally the fees and expenses of the arbitrator and the AAA administrative fees. The arbitrator may, in their discretion, award reasonable attorneys' fees and costs to the prevailing party.

24.4. Class Action Waiver. YOU AND PAYER READY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

24.5. Exceptions to Arbitration. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights, confidential information, or to enforce the provisions of this Agreement relating to PHI and HIPAA compliance.

24.6. Small Claims. Either party may bring an individual action in small claims court for disputes or claims within the jurisdictional limits of such court.

25. General Provisions

25.1. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, labor disputes, government orders, internet or utility failures, cyberattacks, or third-party service provider outages. The affected party shall provide prompt notice to the other party and shall use commercially reasonable efforts to resume performance as soon as practicable.

25.2. Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, it shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

25.3. Entire Agreement. These Terms, together with the Privacy Policy, any applicable BAA, and any executed Service Orders, constitute the entire agreement between you and Payer Ready with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter.

25.4. Assignment. You may not assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, without the prior written consent of Payer Ready. Payer Ready may assign this Agreement without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section shall be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

25.5. Waiver. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce such provision or any other provision in the future. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

25.6. Notices. All notices under this Agreement shall be in writing and shall be deemed duly given (a) when delivered personally, (b) one (1) business day after being sent by nationally recognized overnight courier, (c) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (d) when sent by email with confirmation of receipt. Notices to Payer Ready shall be sent to the address set forth below. Notices to you shall be sent to the email address associated with your Account or such other address as you may designate in writing.

25.7. Independent Contractors. The parties are independent contractors. Nothing in these Terms shall be construed as creating a partnership, joint venture, franchise, employment, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on behalf of the other.

25.8. Third-Party Beneficiaries. These Terms do not confer any rights or remedies upon any third party other than the parties to this Agreement and their respective successors and permitted assigns.

25.9. Headings. The section headings in these Terms are for convenience of reference only and shall not affect the interpretation or construction of any provision of this Agreement.

25.10. Contact Us. For questions, concerns, or notices regarding these Terms, please contact us at:

Payer Ready LLC
3350 SW 148th Avenue, Suite 110
Miramar, Florida 33027
United States

General Inquiries: hello@payerready.com
Support: support@payerready.com
Privacy Requests: privacy@payerready.com