Terms of Service
Last updated December 03, 2024
This page describes the general terms that apply to your use of any of our services. By using our services, you agree tothese terms on top of any other terms that apply to a specific service you are using. If you use our services on behalf ofyour company, your company agrees to them too.
These Terms of Service (“Terms”) are a legal agreement between you, as a current or prospective customer of PatientPay’s services (“you,” “your”) and PatientPay, Inc. and PatientPay, LLC, (”PatientPay,” “we,” “our” or “us”) and govern your use of PatientPay’s services, including mobile applications, websites, software, cloud-based solutions, hardware, and other products and services in the United States of America (collectively, the “Services”). By using any of the Services, you agree to these Terms and anypolicies referenced within (“Policies”), including our Privacy Notice (see Section 8) and terms that limit ourliability (see Section 18) and require individual arbitration for any potential legal dispute (see Section 21),which are collectively incorporated herein by reference. You also agree to any additional terms specific toServices you use (“Additional Terms”), such as those listed below, which become part of your agreementwith us (collectively, the “Terms”). If you are using the Services on behalf of a business, you represent to usthat you have authority to bind that business or entity to these Terms, and that business accepts these Terms. You should read all of our Terms carefully.
• Payment Terms: These terms apply to all Payment Services.
• Point of Sale Additional Terms of Service: These terms apply when you use certain PatientPay Point of Sale Services.
• ACH Service Terms: These terms apply when you use ACH Services.
• Bill Pay Terms: These terms apply when you use the Bill Pay Service.
• Hardware Policies and Limited Warranty: These terms apply when you purchaseor use PatientPay hardware or third party hardware and accessories from PatientPayor one of PatientPay’s authorized retailers.
• HIPAA Business Associate Agreement: If you are subject to HIPAA as a Covered Entity or Business Associate (as defined in HIPAA) and use the Services in a manner that causes us to create, receive, maintain, or transmit Protected Health Information (“PHI”) on your behalf, then you agree to the HIPAA Business Associate Agreement (“HIPAA BAA”).
• Generative AI Terms: These terms apply when you use any Generative AI or AI-powered products, features, and tools (“AI Products”) offered by PatientPay.
1. PatientPay Account Registration
Provide accurate personal information during registration and keep the information current. Wecan suspend or terminate your account if you provide incomplete or false information.
You are responsible for all activity on your account.
You must open an account with us (a “PatientPay Account”) to use the Services. During registration we will ask you for information which may include but is not limited toyour name and other personal information. You must provide accurate and completeinformation in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your PatientPay Account,including for any actions taken by persons to whom you have granted access to thePatientPay Account. We reserve the right to change the account type, suspend orterminate the PatientPay Account of anyone who provides inaccurate, untrue, orincomplete information, or who fails to comply with the account registrationrequirements.
2. Revisions, Disclosures and Notices
We can make updates to our terms of service at any time, and we’ll notify you of these updatesas appropriate. By continuing to use our services after these updates, you agree to the revisedterms.
You also agree to receive notices from us electronically.
We may amend the Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the Services (each a “Revised Version”). The Revised Version will be effective as of the time it is posted but will not applyretroactively. Your continued use of the Services after the posting of a Revised Versionconstitutes your acceptance of such Revised Version.
You agree to PatientPay’s E-Sign Consent. We may provide disclosures and notices required by law and other information about your PatientPay Account to you electronically, by posting them on our website, pushing notifications through the Services, or by emailing it to the email address listed in your PatientPay Account or that you otherwise provided to PatientPay. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty- four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact PatientPay Support. If we are not able to support your request, you may need to terminate your PatientPay Account.
3. Restrictions
If you want to use our services, you can’t do certain bad things. If we think you are doing thesebad things, we have the right to share your information with law enforcement.
Except where prohibited by law, you may not, nor may you permit any third party, directly or indirectly, to:
1. export the Services, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII);
2. engage in any activity that may be in violation of regulations administered by the United States Department of the Treasury’s Office of Foreign Asset Control (31 C.F.R. Parts 500- 599). Prohibited activity includes but is not limited to the provision of Services to or for the benefit of a jurisdiction, entity, or individual blocked or prohibited by relevant sanctions authorities, including but not limited to activities in Cuba, Iran, North Korea, Syria, or the Crimean Region of the Ukraine. If found to be in apparent violation of these restrictions, your account could be terminated, and your funds could be held for an indefinite period of time;
3. access or monitor any material or information on any PatientPay system using any manual process or robot, spider, scraper, or other automated means;
4. except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;
5. perform or attempt to take any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure;
6. copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell, or distribute in any way material, information, or Services from PatientPay;
7. transfer any rights granted to you under these Terms;
8. use the Services in a way that distracts or prevents you from obeying traffic or safety laws;
9. use the Services for the sale of firearms, firearm parts, ammunition, weapons, or other devices designed to cause physical harm;
10. use the Services for any illegal activity or goods or in any way that exposes you, other PatientPay users, our partners, or PatientPay to harm; or
11. otherwise use the Services except as expressly allowed under these Terms.
If we reasonably suspect that your PatientPay Account has been used for anunauthorized, illegal, or criminal purpose, you give us express authorization to shareinformation about you, your PatientPay Account, and any of your transactions with law enforcement.
4. Compatible Mobile Devices and Third Party Carriers
We do not warrant that the Services will be compatible with your mobile device orcarrier. Your use of the Services may be subject to the terms of your agreements withyour mobile device manufacturer or your carrier. You may not use a modified device touse the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls—sometimesreferred to as “jail broken”.
5. Your Content
You retain all rights to your content when you upload it into our services, but you do give usbroad rights to use, modify, display your content in our services. You can see specifics on the rights you grant us below.
Also, anything you provide us or make available to the public through our services must notcontain anything that we think is objectionable (e.g., illegal, obscene, hateful, or harmful toyou, our customers or us). We can remove any content at any time.
The Services may include functionality for uploading or providing suggestions, recommendations, feedback, stories, photos, documents, logos, products, loyalty programs, promotions, advertisements and other materials or information (“Content”).
You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right touse, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publiclyperform, and publicly display your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Services. You retain allrights in your Content, subject to the rights you granted to us in these Terms. You maymodify or remove your Content via your PatientPay Account or by terminating yourPatientPay Account, but your Content may persist in historical, archived, or cachedcopies and versions thereof available on or through the Services.
You will not upload or provide Content or otherwise post, transmit, distribute, ordisseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered acriminal offense or gives rise to civil liability; (c) breaches or infringes any duty towardor rights of any person or entity, including rights of publicity, privacy or IntellectualProperty Rights; (d) contains corrupted data or any other harmful, disruptive, ordestructive files; (e) advertises products or services competitive with PatientPay’s or itspartners’ products and services, as determined by us in our sole discretion; or (f) in oursole judgment, is objectionable, restricts or inhibits any person or entity from using orenjoying any portion of the Services, or which may expose PatientPay, its affiliates orits customers or other persons to harm or liability of any nature.
Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. PatientPay may alsomonitor such Content to detect and prevent fraudulent activity or violations ofPatientPay’s Terms. You understand that by using the Services, you may be exposedto Content that is offensive, indecent, or objectionable. We take no responsibility andassume no liability for any Content, including any loss or damage to any of yourContent.
6. Copyright and Trademark Infringement
We respect the intellectual property rights of others and ask you to do the same. We respond to all valid notices of such infringement, and our policy is to suspend orterminate the accounts of repeat infringers. We defined “Intellectual PropertyRights” in Section 14.
7. Security
We take security very seriously but can’t guarantee that bad actors will not gain access to your personal information. You need to do your part by keeping your passwords safe, being smart aboutwho has access to your account and which of your devices can access our services and letting usknow if you think an unauthorized person is using your account. If there is ever a dispute aboutwho owns your account, we are the decider.
We have implemented technical and organizational measures designed to secure your personal information from accidental destruction, loss, alteration and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
You are solely responsible for safeguarding your password and for restricting access tothe Services from your compatible mobile devices and computer(s). You will immediatelynotify us of any unauthorized use of your password or PatientPay Account or any otherbreach of security. You will immediately take all reasonable steps to mitigate the effects of a security breach and will cooperate with PatientPay and provide all informationrequested by PatientPay to remediate the breach. Any assistance provided byPatientPay in relation to a security breach does not in any way operate as acceptanceor acknowledgement that PatientPay is in any way responsible or liable to you or anyother party in connection with such breach.
Notwithstanding Sections 21 and 22, in the event of any dispute between two or moreparties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of anyPatientPay Account subject to dispute) will be final and binding on all parties.
8. Privacy
Your Personal Information. By using any of our Services as a PatientPay customer, you acknowledge our data practices that apply to you, as set out in the Privacy Notice for PatientPay Sub-Merchants and Website Visitors (the “Privacy Notice”). The PrivacyNotice explains how PatientPay collects, uses, and protects the personal information youprovide to us where PatientPay makes use of your personal data to provide you withthe Services or for its own purposes. You are required to familiarize yourself with thePrivacy Notice prior to using the Services.
Your Customers’ or Patients’ Personal Information. PatientPay will process certain of your customers’ or employees’ personal data on behalf of your business as a serviceprovider (“data processor”). In such circumstances, you agree that you will comply withthe data protection laws applicable to you and will provide data subjects withinformation on the processing of their personal information which satisfies the transparency requirements of such data protection laws and which ensures thatpersonal data may be processed fairly, lawfully and in a transparent manner. If you or your business is located in California, Colorado, Connecticut, Utah, or Virginia, pleasesee Section 27.
9. Communications
You consent to us sending messages to your email or mobile devices about your account orour services, which may include marketing. You can opt out of communications in ways thatare specific to that communication method, such as by unsubscribing from emails, or replyingto text messages with ‘STOP’.
You consent to accept and receive communications from us, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to us when you sign-up for a PatientPay account or update the contact information associated with your account. Such communications may include, but are not limited to requests for secondary authentication, billing, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.
You may opt out of receiving promotional email communications we send to you byfollowing the unsubscribe options on such emails. You may opt out of any promotionalphone calls by informing the caller that you would not like to receive future promotional calls. You may only opt out of text messages from PatientPay by replying STOP. Youacknowledge that opting out of receiving communications may impact your use of theServices.
We also provide Services that allow you to send short message service (SMS) messages to your customers or patients (the “SMS Services”). You will only use the SMS Services in compliance with these Terms and all other applicable laws and regulations of the jurisdiction from which you send messages and in which your messages are received.
10. Taxes
Your Taxes are your responsibility. But we may have an obligation under applicable law to charge and/or remit Tax on Services and report certain information about you to the IRS orother applicable Tax authority.
For purposes of these Terms, “Tax” and “Taxes” include any and all present or future taxes, charges, fees, levies or other assessments, including, without limitation, income, telecommunications, value-added, goods and services tax or similar taxes, stamp tax or duty, gross receipts, excise, real or personal property, sales, withholding, social security, occupation, use, severance, environmental, license, net worth, payroll, employment, franchise, transfer and recording taxes, fees and charges, imposed by any domestic or foreign Taxing authority, including any penalties, interest or additions to tax (collectively, “Taxes”).
Unless otherwise expressly stated, all Services are exclusive of any Taxes. You are responsible and liable for identifying and calculating any and all Taxes required to be assessed, incurred, collected, paid, or withheld for your use of the Services. Unless otherwise expressly stated, You also are responsible and liable for (a) determining whether Taxes apply to your sale of products and services, payments received, bill payments made or received, and/or any other transactions arising from or out of your use of the Services, and (b) registering with Tax authorities in jurisdictions where you are required to do so by applicable law, and (c) calculating, collecting, reporting, paying, and/or remitting any such applicable Taxes to the appropriate Tax and revenue authority. PatientPay specifically disclaims any liability for such Taxes and you agree to fully indemnify, defend, and hold PatientPay harmless against any such Taxes and anyother related expenses or costs. Notwithstanding anything in these Terms to thecontrary, You agree that we are not a marketplace, marketplace facilitator, marketplaceprovider, or similar construct under any applicable law relating to sales, use, or similartaxes, nor do the Services hereunder provide a marketplace or similar construct, and You agree to not take any tax position to the contrary, including on any tax return, taxfiling, in any tax audit or examination or otherwise.
Notwithstanding the foregoing, PatientPay may charge applicable Taxes on Services, asrequired by law, which you agree to pay, unless you provide PatientPay with timelyappropriate, complete, and accurate information and documentation satisfying the legaland Tax requirements of the relevant governmental or Tax authority to establish thatthe otherwise applicable Tax is not required to be charged by PatientPay. You agree tofully indemnify, defend, and hold PatientPay harmless against any Tax imposed by aTax authority for failure to apply correct Taxes if such failure is a result of your failure toprovide PatientPay with the correct evidence to support your exemption from suchTaxes, as applicable.
PatientPay may be obligated under applicable laws to report certain information to tax and revenue authorities (“Tax Information”) and/or you with respect to your use of the Services. Upon request, you shall provide PatientPay with the necessary information to complete any applicable Tax Information reporting and recertify such information from time to time, as may be required by applicable law, or otherwise in connection with any Tax audit or examination. If you use our Services, you acknowledge that we will report to the applicable Tax and revenue authorities the required Tax Information (including the total number and amount of payments you received during the relevant reporting period). We also may, but are not obligated to, send to you the Tax Information reported.
You acknowledge and agree that PatientPay does not provide any Tax advice and nothing PatientPay says or provides to you should be interpreted as such. For any Tax-related inquiries in connection with the Services or these Terms, you should consult your own Tax or legal advisor.
11. Modification and Termination
We can terminate or deny you access to our services at any time, for any reason. You can also choose to deactivate your account at any time.
We may terminate these Terms or any Additional Terms or suspend or terminate your PatientPay Account or your access to any Service, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue, or impose conditions on Services or any feature or aspect of a Service. We will take reasonable steps to notify you of termination or these other types of Service changes by email or at the next time you attempt to access your PatientPay Account. You may also terminate the Terms and Additional Terms applicable to your PatientPay Account by deactivating your PatientPay Account at any time.
12. Effect of Termination
Once our relationship ends, we are not responsible for any losses you experience becauseof the termination of our services or for removing your data from our servers. Someterms of our agreement will still apply even after our relationship ends.
If these Terms or your PatientPay Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) you agree to immediately terminate and cease use of all Services, (c) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under the Payment Terms, the following sections of these Terms survive and remain in effect in accordance with their terms upon termination: 5 (Your Content), 6 (Copyright and Trademark Infringement), 7 (Security), 8 (Privacy), 12 (Effect of Termination), 14 (Ownership), 15 (Indemnity), 16 (Representations and Warranties), 17 (No Warranties), 18 (Limitation of Liability and Damages), 19 (Third Party Products), 20 (Disputes), 21 (Binding Individual Arbitration), 22 (Governing Law), 23 (Limitation on Time to Initiate a Dispute), 24 (Assignment), 25 (Third Party Service and Links to Other Web Sites), and 28 (Other Provisions).
13. Your License
We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Services. We may make updates to the Services available to you, which you must accept to continue using the Services. Any such updates may be subject to additional terms made known to you at that time.
14. Ownership
While we’re happy to let you use our services, you don’t have any ownership rights in them. We can act on any ideas you share with us about how we can improve our products andservices free of charge.
We reserve all rights not expressly granted to you in these Terms. The Services are protected by copyright, trademark, patent, and other laws of the United States. We own all rights, title, and interest, in and to the Services and all copies of the Services. These Terms do not grant you any rights to our trademarks or service marks.
For the purposes of these Terms, “Intellectual Property Rights” means all patent rights,copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectualproperty rights that may exist now or come into existence in the future, and all of theirapplications, registrations, renewals and extensions, under the laws of any state,country, territory or other jurisdiction.
You may submit feedback, comments, or ideas about the Services (“Ideas”). SubmittingIdeas is entirely voluntary, and we will be free to use such ideas as we see fit withoutany obligation to you.
15. Indemnity
If you do something using our services that gets us sued or fined, you agree to cover our lossesas described below.
You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any inaccuracy in any Tax Information provided hereunder; (e) any third-party claims made by your patient or customer regarding PatientPay’s processing of your customer/patient’s Personal Information in connection with providing you with the Services; and (f) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code; and (g) any transaction, purchase, good or service in respect of which PatientPay provides, or provided, you with payment processing services in accordance with the Terms.
16. Representations and Warranties
Here’s the part where you promise that you are who you say you are, and that you will obeythe law and our terms.
You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are located in the United States; (c) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these Terms; (d) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (e) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including the Health Insurance Portability and Accountability Act (“HIPAA”); (f) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (g) your use of the Services will be in compliance with these Terms.
17. No Warranties
While we do our best to bring great products and services to our customers, we provide them as-is, without warranties. We are not responsible for any goods and services that you might buy using PatientPay’s services.
THE USE OF “PATIENTPAY” IN SECTIONS 17 AND 18 MEANS PATIENTPAY,ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).
THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, PATIENTPAY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
PATIENTPAY DOES NOT WARRANT, REPRESENT OR GUARANTEE IN ANY WAY THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR FIT FOR ANY PARTICULAR PURPOSE.
PatientPay does not warrant, endorse, guarantee, or assume responsibility or liabilityfor any product or service advertised or offered by a third party. PatientPay does nothave control of, or liability for, goods or services that are paid for using the Services.
18. Limitations of Liability and Damages
As described below, if something bad happens because of your use of our services, our liability is capped.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PATIENTPAY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES,INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULTFROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, PATIENTPAY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
UNDER NO CIRCUMSTANCES WILL PATIENTPAY BE RESPONSIBLE FOR ANYDAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR PATIENTPAY ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF PATIENTPAY IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OFTHE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY,OR ANY OTHER BASIS, EVEN IF PATIENTPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING
LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENTPERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
19. Third Party Products
All third party hardware and other products included or sold with the Services areprovided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. Forservice, support, or warranty assistance, you should contact the manufacturer directly. PATIENTPAY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
20. Disputes
When you see the word “Dispute” in these terms, here’s what it means.
“Disputes” are defined as any claim, controversy, or dispute between you andPatientPay, its processors, suppliers/vendors or licensors (or their respectiveaffiliates, agents, directors or employees), whether arising before or during theeffective period of these Terms, and including any claim, controversy, or dispute basedon any conduct of you or PatientPay that occurred before the effective date of these Terms, including any claims relating in any way to these Terms or the Services, or anyother aspect of our relationship.
21. Binding Individual Arbitration
This section provides details about how we will resolve disputes through the arbitration process.
General.
You and PatientPay agree that any and all Disputes, except those that are resolvedinformally or brought in a small claims court, will be individually arbitrated by a neutralarbitrator who has the power to award the same individual damages and individualrelief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, MASS ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOUWAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOUWAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINSTPATIENTPAY. Nothing in this agreement prevents you or PatientPay from settling Disputes on a class, representative, or consolidated basis. If any term of this arbitration agreement in Section 21 is found unenforceable, including the Bellwether Arbitration procedures described below, the unenforceable term will be severed, and the remaining terms will be enforced (but in no case will there be a class action, consolidated action, mass action or representative action arbitration).
Pre-Filing Requirement to Attempt to Resolve Disputes.
Before an arbitration is commenced, you and PatientPay agree to attempt to avoid thecosts of formal dispute resolution by giving each other a full and fair opportunity toaddress and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breachof the Terms. To provide this opportunity, before commencing any arbitration,proceeding in small claims court, or lawsuit (when permitted by this arbitration agreement), each party agrees to send to the other party a written Notice (“Notice”) and personally meet and confer to informally resolve any Dispute. Any Notice to PatientPay should be sent by mail to PatientPay, Inc., Attn: Arbitration Agreement, 600 Park Offices Drive, Suite #300, Durham, NC 27709. Any Notice sent to you will be mailed to the address on file for your account. The Notice must: (i) include your name, mailing address, PatientPay Account Name, the email address, and phone number associated with your account, and; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; (iii) set forth the specific relief sought, including an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages; and (iv) be personally signed by you or PatientPay, as applicable. A Notice is only valid when it pertains to, and is on behalf of, an individual party. A Notice brought on behalf of multiple parties is invalid as to all. Both parties agree that they will attempt to resolve a Dispute through an informal negotiation within sixty (60) days from the date the Notice is received, and you and PatientPay therefore agree that, before either you or PatientPay demands or attempts to commence arbitration or litigation (where permitted) against the other, both parties will personally meet and confer, via telephone or videoconference, with each other in a good-faith effort to resolve informally any Dispute. These informal resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration or litigation (where permitted); multiple parties initiating claims cannot participate in the same informal resolution conference, unless mutually agreed to by the parties. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. Engaging in an informal resolution conference is a requirement that must be fulfilled before commencing arbitration or litigation (where permitted). Any statute of limitations shall be tolled while the parties engage in the informal resolution process required by this paragraph.
After that sixty (60) day period and not before, and after the informal resolution conference has occurred and not before, either party may elect, in a written Notice to the other party as described above, that it will pursue the matter either through small claims court or arbitration. The party receiving the notice shall then have seven (7) days to respond, including to elect for the case to be heard by a small claims court with jurisdiction. After that seven (7) day period and not before, either party may commence arbitration if not proceeding in small claims court with jurisdiction. You agree that compliance with the informal resolution process described above is a condition precedent to commencing arbitration or filing a claim in small claims court. A party’s failure to satisfy this condition precedent entitles the opposing party to seek immediate dismissal of the arbitration or litigation (where permitted) and the right to seek reimbursement for its costs. If either party elects small claims court, the Dispute will be resolved in that forum and not through arbitration. Each party agrees that state courts in the City of Wilmington and County of New Castle, Delaware, or the United States District Court for the District of Delaware, referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph. Each party also agrees that state courts in the City of Wilmington and County of New Castle, Delaware, or the United States District Court for the District of Delaware may address whether a claim filed in small claims court or in arbitration has been previously released.
Scope of Arbitration.
If we and you are not able to resolve the Dispute by informal negotiation or, asprovided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”)administered by National Arbitration and Mediation (“NAM”) (https://www.namadr.org)according to the NAM Comprehensive Rules and Procedures (the “NAM Rules”), andthis Section. In the event NAM is unavailable to administer the arbitration, either party may invoke 9 U.S.C. § 5 to request that a court appoint the Arbitrator. Except as setforth above, and for Disputes subject to jurisdiction in small claims court, the Arbitratorshall be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms (or any aspect thereof) are enforceable, unconscionable,or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Small Claims Court.
Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small claims court rather than through arbitration so long as thematter remains in small claims court and proceeds only on an individual basis. If aparty has already submitted an arbitration demand to the arbitration provider butbefore an Arbitrator has been selected, and the claim is subject to the jurisdiction ofthe filing party’s local small claims court, the other party can send a written notice tothe opposing party and the arbitration provider requesting that the Dispute be decidedin small claims court. Upon receipt of such notice, and if all outstanding arbitrationservice fees have been paid, the arbitration provider shall then administratively closethe case.
Arbitration Procedures.
The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. So long as it is consistent with the NAM Rules, the arbitration shall occur through the submission of documents to one Arbitrator. To the extent the Arbitrator determines that hearing is required, the arbitration shall be conducted remotely by telephone or video conference. To the extent that the Arbitrator determines that an in-person hearing is required, the arbitration hearing will take place as close to your hometown as practicable. You and PatientPay will have the right to file early or summary dispositive motions. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. PatientPay values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an Arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect with respect to disputes involving other parties.
Bellwether Arbitration Procedures.
You and PatientPay agree that if twenty-five (25) or more similar individual arbitration demands are brought against you or us by or with the assistance of the same orcoordinated counsel or entities (“Mass Proceeding”), the parties shall select twelve (12) individual arbitration demands (six (6) per side) for arbitration to proceed(“Bellwether Arbitrations”). The determination of whether or not a demand/demands is/are part of a “Mass Proceeding” is in the arbitration provider’s sole discretion; however, either party can request the appointment of a Procedural Arbitrator (asdescribed below) if they do not agree with the arbitration provider’s determination.
While the Bellwether Arbitrations are adjudicated, all other demands for arbitrationthat are part of the Mass Proceeding shall be held in abeyance and stayed, and noparty shall be responsible for paying any administrator or arbitrator fees (other thanthe arbitration provider’s initial filing/administrative fees, and Procedural Arbitrator fees, if applicable) while the Bellwether Arbitrations are adjudicated. Any applicable statuteof limitations shall be tolled as to non-Bellwether Arbitrations demands when suchnon-Bellwether Arbitrations are held in abeyance. The tolling period will begin whenthe claimant first provided the Notice of its intent to initiate an informal resolutionconference as described above.
Any party may request, within five (5) business days of being notified by the arbitration provider that a Mass Proceeding exists, that the arbitration provider appoint a sole procedural arbitrator (“Procedural Arbitrator”) to determine initial questions that arise in the Bellwether Arbitrations, including whether the Bellwether Arbitration procedures are applicable or enforceable, whether any particular demand is part of a Mass Proceeding, and whether any particular demand within a Mass Proceeding was filed in accordance with this Section XIII.19. To expedite the Procedural Arbitrator’s resolution of any such initial questions, the parties agree that the Procedural Arbitrator may set forth such procedures as are necessary to resolve any such initial questions promptly. The parties agree that procedures outlined in the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (available at https://www.namadr.com/resources/rules-fees-forms/ shall apply to the appointment and conduct of the Procedural Arbitrator. PatientPay shall pay the Procedural Arbitrator’s costs.
All parties agree that the Bellwether Arbitration procedures are designed to be afaster, more efficient, and more affordable mechanism for resolving a MassProceeding, including the claims of individual parties who are not selected for a Bellwether Arbitration. All parties shall work in good faith with the Arbitrator orProcedural Arbitrator to complete each Bellwether Arbitration within one hundred andtwenty (120) calendar days of its initial pre-hearing conference.
Following resolution of the Bellwether Arbitrations, all parties agree to engage in a mediation of all remaining arbitration demands comprising the Mass Proceeding (the“Bellwether Mediation”). The arbitration provider shall administer the Bellwether Mediation. If the parties are unable to resolve the remaining demands for arbitrationcomprising the Mass Proceeding within thirty (30) calendar days following theBellwether Mediation, the remaining demands for arbitration comprising the MassProceeding shall be administered by the arbitration provider on an individual basispursuant to the arbitration provider’s rules and to this Section 21, unless the partiesmutually agree otherwise in writing.
All parties agree to cooperate in good faith with the arbitration provider to implementthe Bellwether Arbitration procedures, including deferring any costs associated withthe non- Bellwether Arbitration Mass Proceedings until the Bellwether Arbitrations and subsequent Bellwether Mediation have concluded, and cooperate on any steps to minimize the time and costs of arbitration, which may include the appointment of adiscovery special master to assist the Arbitrator in the resolution of discovery disputesand the adoption of an expedited calendar of the arbitration proceedings.
These Bellwether Arbitration procedures shall in no way be interpreted as authorizing aclass, collective, or mass action of any kind, or an arbitration involving joint orconsolidated claims under any circumstances, except as expressly set forth in thisSection 21.
Arbitration Fees.
In accordance with the NAM Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. You agree that you do not intend to use the Services for personal, family or household use. Accordingly, for purposes of calculating any arbitration costs and fees, you and PatientPay agree that you are not a “consumer”, and that the NAM Comprehensive Fees schedule will apply. The arbitrator’s hourly fees (also referred to as Arbitrator Hearing Time) shall be split evenly between the parties. For purposes of this arbitration agreement, references to you and PatientPay also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services.
Opt Out.
You may reject this arbitration agreement, in which case only a court may be used to resolve any Dispute. To reject this agreement, you must send us an opt-out notice(the “Opt Out”) within thirty (30) days after you first create your Account, or forexisting customers who agree to this as a terms update, within thirty (30) days ofagreeing to such updated terms. You must complete the form by providing yourname, address, phone number and the email address(es) you used to sign up and usethe Services. The Opt Out must be mailed to PatientPay, Inc., Attn: Arbitration Agreement, 600 Park Offices Drive, Suite #300, Durham, NC 27709 (please note that any correspondence not related to opting out sent to this address will not receive a reply). This is the only way of opting out of this arbitration agreement. Opting out will not affect any other aspect of the Terms, Additional Terms, or the Services, and will have no effect on any future agreements you may reach to arbitrate with us. An Opt Out that purports to opt out multiple parties will be invalid as to all such parties. No individual party (or their agent, representative, or group of agents or representatives) may effectuate an Opt Out on behalf of other individual parties.
Court Proceedings.
Subject to and without waiver of the arbitration agreement above, you agree that any judicial proceedings (other than small claims actions as discussed above) will bebrought in and you hereby consent to the exclusive jurisdiction and venue in the statecourts in the City of Wilmington and County of Newcastle, Delaware, or federal courtfor the United States District Court for the District of Delaware.
22. Governing Law
Our relationship is governed by the laws of Delaware, federal law, or both.
These Terms and any Dispute will be governed by the Federal Arbitration Act, as set forth above, and by Delaware law and/or applicable federal law, without regard to its choice of law or conflicts of law principles.
23. Limitation on Time to Initiate a Dispute
Any action or proceeding by you relating to any Dispute must commence within oneyear after the cause of action accrues.
24. Assignment
You may not transfer any rights you have under our terms of service to anyone else.
Unless expressly authorized by PatientPay, these Terms, and any rights and licenses granted hereunder, may not be transferred, or assigned by you and any attemptedtransfer or assignment will be null and void.
25. Third Party Services and Links to Other Websites
While you’re using our products and services, you may be offered services from third parties. We are not responsible for any issues you may have with them.
You may be offered services, products and promotions provided by third parties andnot by PatientPay, including, but not limited to, third party developers who usePatientPay’s services (“Third Party Services”). If you decide to use Third PartyServices, you will be responsible for reviewing and understanding the terms andconditions for these services. We are not responsible or liable for the performance ofany Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not PatientPay. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by PatientPay. Such third party websites are not governed by these Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a thirdparty website, our Privacy Notice is no longer in effect. Your browsing and interactionon a third party website, including those that have a link in the Services, is subject tothat website’s own terms, rules, and policies.
26. Third-Party Beneficiaries
No provision in these Terms, and any applicable Additional Terms is intended or shall create any rights with respect to the subject matter of these Terms, and any applicable Additional Terms in any third party.
27. State-Specific Privacy Terms
If you are a “Business” as defined by the California Consumer Privacy Act of 2018 (“CCPA”), or are a “Controller” subject to the Colorado Privacy Act, Connecticut’s An Act Concerning Personal Data Privacy And Online Monitoring, the Utah Privacy Rights Act, or the Virginia Consumer Data Protection Act (collectively, “State Privacy Laws”), then this provision 27 applies to you. For purposes of this Section 27, “process”, “sell”, and “business purpose(s)” have the meaning ascribed to them by the State Privacy Laws.
For purposes of this Section 27, “Buyer Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household thatis processed by PatientPay in connection with its Services to you. Buyer PersonalInformation does not include information PatientPay receives about your customers (“Buyers”) for purposes of PatientPay’s digital receipt, customer directory and emailmarketing tools (“PatientPay Buyer Features”). It does include information that yourBuyer has provided you through PatientPay Appointments, PatientPay Invoices, or toreceive Loyalty-related or promotional text messages.
a) We may receive Personal Information from Buyers for the purpose of performing Services on your behalf as described in these Terms. We agree that we will process Buyer Personal Information collected, processed, stored or transmitted by, or accessible to us in the course of these Terms, and other Applicable Terms of Service referenced above, only on your behalf, and for the purpose of providing you with the Services in these Terms and other applicable terms linked above based on the products you use.We acknowledge that we are prohibited from: (i) selling the Buyer Personal Information;(ii) retaining, using, or disclosing the Buyer Personal Information for any purpose otherthan providing to you the Services specified in these Terms(s), and other applicableTerms of Service referenced above. As part of, and for purposes of, facilitating theServices, PatientPay may (i) de-identify or aggregate the Buyer Personal Information; and (ii) process the Buyer Personal Information for operational purposes, including, without limitation, verifying or maintaining the quality and safety of the Services;improving, updating or enhancing the Services either for you or for our customersgenerally; detecting and preventing fraud, and for protecting the security and integrityof our Services; and complying with our legal obligations. You acknowledge and agree that Buyer Personal Information that you disclose to PatientPay is provided toPatientPay for the parties’ business purposes.
b) We reserve the right to delete Personal Information stored pursuant to theseTerms in the ordinary course of business, pursuant to our retention schedules.
28. Other Provisions
These Terms, and any applicable Additional Terms or Policies, are a complete statementof the agreement between you and PatientPay regarding the Services. In the event of aconflict between these Terms and any other PatientPay agreement or Policy, theseTerms will prevail and control the subject matter of such conflict. If any provision of these Terms or any Additional Term is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term.
Contacts:
Technical Support Inquiries
support@patientpay.com
General Inquiries
info@patientpay.com
Sales Inquiries
sales@patientpay.com
(888) 730-9374
600 Park Offices Drive, Suite #300
Durham, NC 27709