MEDCHG LLC - Terms and Conditions

These Terms and Conditions were updated and effective as of 16 January 2025

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE MEDCHG LLC APP AND WEBSITE AT MEDCHG.COM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT SUCH AS TEXT, INFORMATION, IMAGES, APPLICATIONS, TEMPLATES, SOFTWARE, FEATURES, UPDATES, AND OTHER INFORMATION, SERVICES AND MATERIALS (COLLECTIVELY, THE "SERVICE(S)"). BY ACCESSING OR USING ALL OR ANY PORTION OF THE SERVICE, YOU ACKNOWLEDGE YOUR ACCEPTANCE TO THESE TERMS AND CONDITIONS, AS AMENDED FROM TIME TO TIME, ("AGREEMENT") AND REPRESENT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, MEDCHG LLC DOES NOT GRANT YOU THE RIGHT TO THE USE OF THESE SERVICES, AND YOU MUST CEASE USE OF AND ACCESS TO THE SERVICES IMMEDIATELY.

This Agreement is between MEDCHG LLC, located at 1001 College Ave Suite B, Fort Worth, Texas, 76104 ("MEDCHG") and you ("You") and governs Your use of the Service.

1. Service Plans

The Service is available as a paid service with a licensed user ("Users") as specified on your registration form ("Registration Form").

2. Payment

In consideration of the license granted hereunder, payment for Services shall be at prices and under terms stated on the Registration Form, or as otherwise stated or quoted by MEDCHG LLC from time to time. All prices are exclusive of taxes, which may or may not be added to the price, depending on applicable law and your legal residence. You shall be responsible for any and all taxes related to this Agreement. MEDCHG LLC may, in its sole discretion, adjust the prices and functionality from time to time. Adjusted prices shall take effect upon any subsequent term of the Service. You hereby agree to provide MEDCHG with a valid credit card number to which MEDCHG will automatically charge all fees hereunder as they become due. You may also opt into using ACH (Automatic Bank Transfer) for all payments. If payment by your credit card is denied, or your charge is returned to MEDCHG for any reason, including charge back or if You otherwise fails to make any payments owing to MEDCHG, MEDCHG may, at MEDCHG's sole discretion, suspend or terminate your access to the Service and/or terminate this Agreement. Your right to use the Services is subject to any limits established by MEDCHG or by the issuer of your credit card.

3. Right of Use

You (USER) are hereby granted a non-exclusive, non-transferable, right to use the Service, solely for your own internal business purposes, subject to this Agreement. All rights not expressly granted to You are reserved by MEDCHG. Your right of use is at all times conditioned on compliance with the terms of this Agreement and your prompt and timely payment for the Service. Breach of any term of this Agreement, non-payment, or delay in payment shall terminate any right of use granted to the You under this Agreement. The Service may not be used in any way that is illegal or promotes illegal activities or in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or is otherwise indecent. You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; or (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity, bandwidth or performance of the Service or the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks; or (vi) use the Service, including the content, intellectual property, technology, trademarks or service marks for any commercial purposes (i.e. soliciting customers, resale, etc.) without MEDCHG's prior written consent.

4. Access

Access to the Service is available at the time of payment and registration. Usernames and passwords are personal and are to be considered part of Confidential Information. Access to the Service is only available to You and subject to compliance with these Terms and Conditions, including making the applicable payments for the Service under this Agreement.

5. Your Responsibilities

You are responsible for all activity occurring under your account(s) and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, including but not limited to the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act (collectively referred to herein as "HIPAA"), international communications and the transmission of technical or personal data. In addition, You are responsible for abiding by any and all internal policies, procedures and regulations, which are required, by you, your employer and/or the applicable administrators of your account. You shall: (i) notify MEDCHG immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to MEDCHG immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by You or others to violate this Agreement or the intellectual property rights of third parties; and (iii) not impersonate another user or provide false identity information to gain access to or use the Service. By accessing the Service, You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

6. Data

MEDCHG does not own any data, information or material that You submit in the course of using the Service ("Uploaded Data"). You shall have sole responsibility for, and agree to assume all liability related to, the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of or right to use any and all Uploaded Data. MEDCHG shall have no responsibility for the Uploaded Data, including, without limitation, the deletion, correction, destruction, damage, loss or failure to store any Uploaded Data. You agree and acknowledge that MEDCHG has no obligation to retain Uploaded Data (as defined herein) and that such Uploaded Data may be irretrievably deleted in accordance with HIPAA, and MEDCHG's data retention policies. If MEDCHG on its own or through any third party has notice that Uploaded Data stored by You is in violation of any law, MEDCHG shall have the right to, without liability to You and without prior notice, immediately suspend your access to the Service and the Uploaded Data. You may be notified by MEDCHG of any such action under this Section, when reasonable and/or possible. You shall have control over all applicable Uploaded Data submitted to the Service, and all Uploaded Data will be deemed to be owned by You. With respect to Uploaded Data that contains individually identifiable health information, You and MEDCHG agree to comply with HIPAA.

7. Service Level

The Service is hosted by MEDCHG, or a subcontractor of its choice. MEDCHG makes no warranties of any kind regarding any specific availability or time of access to the Service. MEDCHG gives no warranties with respect to recovering or restoring any Uploaded Data.

8. Intellectual Property Rights

MEDCHG shall own all right, title and interest, including all related intellectual property rights, in and to the Service, including all related technology and content (other than Uploaded Data), and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating thereto. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service. The MEDCHG name, the MEDCHG logo, and the product names associated with the Service are trademarks of MEDCHG LLC, and no right or license is granted to use them. All copyrights and/or other intellectual property rights, title and interests in a) software on which the Service is based and made available to You, b) source codes or other software components of the Service, c) content of the website MEDCHG.com and the Service including text and graphics, excluding Uploaded Data, d) trademarks, names, etc. are the sole property of MEDCHG and its affiliated companies, and/or third parties having granted MEDCHG license for its use, and You shall gain no rights therein other than the limited right of use for your internal business purposes as stipulated in this Agreement. You shall not reproduce or redistribute any software, content or trademarks, intellectual property in any form, except as allowed in this Agreement. You retain all intellectual property rights to Uploaded Data stored by You on the Service.

9. Marketing

MEDCHG will not send marketing material from third parties to You. MEDCHG may send product news relevant to Your use of the Service as MEDCHG sees fit from time to time. All data obtained from You shall be used only in accordance with the MEDCHG Privacy Policy, which may be found at www.MEDCHG.com

10. Indemnification

You agree to defend, indemnify and hold MEDCHG, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Service, whether by You , or any Uploaded Data, provided by You, infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by You of your representations and warranties made herein; or (iii) a claim arising from the breach by You of this Agreement.

11. Limitation of Liability

IN NO EVENT SHALL MEDCHG BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THIS AGREEMENT OR WHETHER DIRECT OR INDIRECT, INCLUDING BUT NOT LIMITED TO: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND WHETHER OR NOT MEDCHG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MEDCHG'S LIABILITY HEREUNDER IS LIMITED TO $500.00.

12. Unavoidable Acts of Nature/events

MEDCHG will not be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, pest damage, floods); power surges or failures, wars, acts of military authorities, riots, terrorist activities, and civil commotions, unauthorized use of this Service, telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; governmental decrees; and any other cause beyond the reasonable control of MEDCHG whether similar to the foregoing or not.

13. Term and Termination

The Service is pre-paid, and all fees associated with the Service are nonrefundable. MEDCHG DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OF USE OF THE SERVICE. You may cancel your subscription to the Service at any time, which will be effective immediately upon notice to MEDCHG. If you wish to cancel your subscription to the Service, you may do so by contacting MEDCHG, or otherwise as instructed. Should you elect to cancel your subscription to the Service, please note that You will not be issued a refund for any charged and paid fees. It is your responsibility to keep your contact and payment information current. You explicitly authorize MEDCHG to continue billing your credit card on file unless and until you cancel your subscription to the Service, and in the event that MEDCHG is unable to collect fees from your credit card for any reason, You remain responsible for any uncollected amounts in accordance with Section 2 above. Notwithstanding anything to the contrary contained herein, MEDCHG may terminate this Agreement and the Service at any time and for any reason. This Agreement shall commence on the date of availability of the Services and will remain in effect for an initial term of contract as stipulated on the Registration Form (the "Initial Term"). Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at the then current fees, unless Customer specifically terminates the Service. If either party is in material breach of this Agreement, the other party is entitled to terminate this Agreement for cause after having given the breaching party a written notice of no less than thirty (30) days, if the breaching party has not remedied the breach to the satisfaction of the other party. The rights and obligations in Sections 2, 3, 8, 10-12 and 18-19 shall stay in full force and effect after termination of this Agreement. You agree and acknowledge that MEDCHG has no obligation to retain the Uploaded Data, and may delete such Uploaded Data in accordance with HIPAA data retention policies, without prior notice (i) if You have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within thirty (30) days' notice of such breach or (ii) upon termination of this Agreement for any reason.

14. Confidentiality

Unless expressly authorized in writing by the other Party, neither Party shall disclose to any third party any Confidential Information of the other Party, nor use such Confidential Information in any manner other than to perform its obligations under this Agreement. Confidential Information means any non-public information and/or materials provided by a Party under this Agreement to the other Party and reasonably understood to be confidential. The foregoing restrictions do not apply to any information that (i) is publicly disclosed through no fault of the receiving Party, (ii) is already lawfully in the receiving Party's possession and not subject to a confidentiality obligation to the disclosing Party, (iii) becomes known to the receiving Party from a third party having an apparent bona fide right to disclose the information, or (iv) is Confidential Information that the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided receiving Party supplies disclosing Party with timely notice of such court order or subpoena. Furthermore, You will keep in confidence all passwords and/or other access information related to the Services. You acknowledge, on behalf of You, that MEDCHG and its licensors retain all intellectual property rights and title, in and to, all of their Confidential Information and/or other proprietary information. This shall include, but not be limited to: products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Services provided by MEDCHG hereunder.

15. General