CR BillMax Services Terms of Service
Please read these Terms of Service ("Terms") carefully, as they form a contract between Bronco Billing, LLC dba CR BillMax Services a Florida limited liability company ("BillMax"), and the customer agreeing to these terms ("Customer," "you" or "your"), and covers all revenue cycle services and advice provided by BillMax to Customer ("Services"). These Terms apply to Customer's agreement with BillMax and the Services rendered thereunder. Unless specifically stated otherwise, any agreement between Customer and parties other than BillMax, shall be subject to the express terms of such agreements with third-parties.
- GOVERNING DOCUMENTS
Customer understands that the use of the Services is also governed by Customer's Order and Business Associate Agreement included as part of these Terms ("Additional Agreements"). The Additional Agreements are incorporated herein by reference and made a part of these Terms for all purposes. The Additional Agreements and these Terms form the Service Agreement between the parties. In the event of a conflict or ambiguity between any of the documents that form the Service Agreement, said conflict or ambiguity shall be resolved by giving precedence to the documents in the following order:
- Customer's Order;
- Terms; and
- Business Associate Agreement
Capitalized terms not otherwise defined herein shall have the meaning assigned to them in Customer's Order.
- TERM, TERMINATION, AMENDMENTS, AND SERVICES
The duration of the Services shall be provided in Customer's Order and shall automatically renew for additional twelve (12) month periods at the end of any term, unless and until terminated by either party upon written notice at least thirty (30) days prior to the expiration of the then-current term. Customer termination notices should be made in writing via email to firstname.lastname@example.org. In no event will Customer be entitled to reimbursement of any fees paid for a term.
BillMax will be the exclusive insurance biller for professional services rendered by Customer to inpatients and outpatients. BillMax will be responsible for submission of claims for all dates of services as provided in Customer's Order that are maintained on the CentralReach.com platform (referred to herein and in the Order as "Service Dates") and will complete billing for all payors and client/patient invoicing unless Customer's Order states otherwise (referred to herein and in the Order as "Payors"). BillMax will process the Customer's medical insurance claims for payment by Payors by either electronic or paper means.
- Termination for Material Breach
Unless otherwise stated in a written agreement between the Parties, either Party may terminate the Service Agreement during the Initial Term or any Renewal Term if the other Party materially breaches any term of the Service Agreement and does not cure the breach within thirty (30) days of receipt of written notice of such breach. For purposes of the Service Agreement, non-payment of an Invoice shall be a material breach. If BillMax terminates the Service Agreement due to a material breach by Customer, Customer shall be obligated to pay the balance as set forth in Section 3.6. of these Terms. Nothing herein shall alter BillMax's right to suspend Customer's Service pursuant to these Terms for non-payment, and no additional time provided by BillMax to Customer shall serve as a waiver of BillMax's right to thereafter terminate Customer's account without additional notice.
- Customer Actions upon Termination
Upon termination, Customer shall pay any unpaid Invoices and destroy or return all BillMax property in Customer's possession. Customer, upon BillMax's request, will confirm in writing within ten (10) days of said request that it has complied with this requirement. Likewise, BillMax agrees to destroy or return any of Customer's property in its possession and, if requested, to confirm the destruction in writing within ten (10) days of said request.
- Failure to Maintain a CentralReach Account
Customer agrees it shall maintain a CentralReach.com account, including all necessary modules to provide the Services at Customer's expense. Customer's failure to maintain a centralreach.com account shall be a material breach of the Service Agreement, unless proper notice has been provided. Customer expressly agrees that BillMax completes all billing utilizing the Centralreach.com platform and has no responsibility for billing outside of the platform.
- Termination for Material Breach
Customer expressly acknowledges and agrees that a material breach of the Service Agreement leading to termination pursuant to Section 3.c. will cause substantial and uncertain damages to BillMax. Customer expressly agrees that if BillMax terminates the Service Agreement pursuant to Section 3.3. of these Terms, BillMax shall be entitled to a payment equal to the invoiced total for the prior six (6) months that the Services were provided to Customer.
Customer agrees that the rates provided in Customer's Order may be reviewed at the end of a Term and any rate adjustments that BillMax deems necessary in its sole discretion may be implemented with sixty (60) days advanced written notice. BillMax expressly agrees that any rate increases hereunder will not exceed one percent (1%) annually. Nothing herein shall prevent an increase greater than one percent (1%) if Customer adds additional services.
- Suspension or Termination of Service for violation of Law or the Agreement
Notwithstanding anything in the Service Agreement, BillMax may immediately suspend or terminate the Service Agreement without notice to Customer if BillMax in good faith believes that as part of using the Service, Customer may have violated a law or any third-party rights. BillMax will provide Customer written notice of such action.
- USE OF SERVICES
- Customer Responsibilities
- Customer is responsible for providing all documentation necessary for BillMax to properly process the Customer's claims and complete Services, including providing current Insurance Contracts, Fee Schedules, Roster Lists, Portal Logins, Clearinghouse Logins, and other insurance documents sent to Customer. Customer's failure to provide documentation will eliminate BillMax's ability to accurately submit claims, complete collections or projects on Customer's behalf, and shall excuse BillMax's performance.
- The Customer will maintain a subscription to and use their CentralReach.com account to provide to BillMax claims and billing information necessary for BillMax to properly process claims. If Customer requires additional CentralReach services that are not currently subscribed to, Customer agrees it will be required to subscribe to the services by contacting CentralReach's sales' team.
- Customer agrees that it will provide BillMax any medical records necessary to process a claim by attaching the records to relevant billing entries. BillMax will never be responsible for searching through records and determining the proper records to submit or the sufficiency of medical records for submission.
- Customer agrees to provide BillMax with copies of all paper Explanation of Benefits (EOB) forms received from Payors and all records of payments received directly from patients where BillMax is providing client services within forty-eight (48) hours by utilizing the File Upload function on CentralReach.com. EOBs will be replaced with electronic remittance advice where available.
- Customer will receive payments from all Payors and agrees BillMax will not receive any payments directly and is not authorized to endorse or otherwise directly receive payments.
- Customer will collect all patient payment information and update the information on the CentralReach platform.
- Customer will be responsible for determining whether client accounts that are not paid after four (4) invoices will be referenced to a third-party collection agency, and Customer will be solely responsible for managing said third-party collection company.
- Customer will ensure all clients have access to the CentralReach Patient Portal for payment of invoices. Customer hereby appoints BillMax as its limited patient payment processing agent in order for BillMax to accept credit card information from clients and input such information into Customer's third party credit card processing service. Customer agrees to provide access to the third party credit card processing, service, and warrants (i) that BillMax is authorized to use the third party payment processing account on Customer's behalf as its agent, (ii) Customer is authorized to appoint BillMax as its payment processing agent under Customer's contract with the third party payment processor and that contract is in full force and effect, and (iii) all the information provided to BillMax regarding its third party payment processing account is accurate and true. Customer agrees it must immediately notify BillMax of changes to the credit card processing agreement that will impact BillMax's ability to complete collections.
- Customer will provide BillMax with a reconciliation list of all payments received weekly to ensure that an accurate accounting of collections can be maintained and to ensure that uncollected claims can be followed-up on. Customer agrees that this reconciliation list will be shared weekly utilizing the CentralReach.com Deposit Reconciliation module, and that Customer will utilize the BillMax Reconciliation Format. The reconciliation list required by this paragraph is required to be uploaded by Friday of every week and must include at minimum seven (7) days of payments.
- Customer will verify that all procedures submitted to BillMax for submission were in fact performed on the patients as specified. BillMax has no authority to and will not change any of procedure codes without the express permission and direction of Customer. When requested by Payors, Customer is responsible for providing supporting medical documentation.
- Customer is responsible for providing in a timely manner all patient demographic, insurance information, a procedure code and a diagnosis code to BillMax utilizing the centralreach.com platform. BillMax is not responsible for errors on billing that arise from inaccurate information provided by Customer. Customer warrants and represents that all such claims and billing information is entirely accurate and truthful.
- Customer will maintain all insurance contracts, fee schedules, ongoing authorizations, licensing, and credentialing as is necessary, and agrees to provide updated documentation or information to BillMax within thirty (30) days of said updates.
- BillMax's Responsibilities
- BillMax will process and submit all Customer claims for the Payors beginning on the Service Date by electronic means wherever possible, and by paper means otherwise.
- BillMax will post all payments and denials received from the Payors in CentralReach.
- BillMax will file any secondary or tertiary claims and post payments and denials in relation to secondary and tertiary Payors.
- BillMax will follow-up on any underpaid or denied claims, and will submit any necessary documentation to have the claims reprocessed and paid as possible.
- If BillMax is providing client services, BillMax will generate invoices for the patient's directly when contracted to provide Client Services and make four (4) attempts to receive payment for an invoice. All invoices will be placed in the CentralReach patient portal for payment. If the first invoice is not paid, BillMax will mail a second invoice to the client address maintained by Customer in CentralReach. If the second invoice is not paid, BillMax will send a third invoice via certified mail to address maintained in BillMax and place a call to the client at the number maintained in CentralReach. For any third invoices that are not paid, BillMax will provide Customer a list and request that Customer speak to its client about payment at the next visit. BillMax will always provide invoices in the BillMax Client Portal for payment. BillMax will not accept credit cards via phone or email, and all payment information will be collected by Customer.
- BillMax will receive all telephone and written inquiries regarding patient accounts via their own dedicated telephone number and email address, or via tools provided on the CentralReach platform if BillMax is providing Customer Services.
- BillMax will follow-up on any denied or underpaid billing entry. If a total claim or invoice is less than ten dollars ($10.00), BillMax agrees to make a good faith effort to collect on said claim with two (2) attempts at collection, and then is authorized to abandon collection efforts.
- BillMax will not submit claims that will be denied and will fail the claims and send them to Customer with a note indicating the issue and what needs to be done to correct the claim.
- BillMax will provide a dedicated client services department where rendering these services between 8:30 AM - 4:30 PM Eastern Standard Time.
- BillMax will provide a dedicated Account Manager who will schedule a weekly thirty (30) minute call Tuesday through Thursday between 9:00 AM - 4:00 PM Eastern Standard Time.
- BillMax will prepare follow-up inquiries to insurance Payors when such payors have not responded to submitted claims within sixty (60) days. If proof of credentialing, benefit coverage, or a valid authorization is not provided, BillMax shall be alleviated from the obligations of this section. The Parties agree that they will work jointly to reconcile any rejected and denied claims in a timely fashion.
- Customer acknowledges that BillMax provides a conduit between the Customer and payers, that the Billing Service does not include coding of services (CPT-4 and Level II HCPCS Procedure Codes, Procedure Modifiers and ICD-9-CM/ ICD-10-CM), that the Service is relying entirely on the claims and billing information supplied by Customer, and that Customer is solely responsible for providing all the appropriate codes to submit the claims.
- Customer represents and warrants that the individual claim data provided to BillMax is complete and contains all information required for submission and reimbursement from insurance plans, patients or account guarantors. If incomplete or insufficient information is submitted to BillMax and is deemed unbillable, a request for the missing information will be provided to Customer and no further action will be taken until the information is updated.
- BillMax is not authorized to alter or perform any coding changes to codes or update timesheets, and any discrepancies in codes or time will be referred to Customer to update.
- A standard workflow is provided by BillMax and provides for the entire structure of the parties' relationship. Both parties agree to follow the standard workflow, which may be updated in the sole discretion of BillMax.
- Customer acknowledges the importance of removing accounts receivable that are uncollectible and confirms BillMax can adjust uncollectible balance as appropriate after providing Customer notice. BillMax will provide written documentation within CentralReach identifying the reason billing entries or claims are uncollectible and will adjust the uncollectible balance off.
- BillMax will only provide Services in relation to dates of service that have been entered into the centralreach.com platform, and will have no responsibility for dates of service maintained outside of the platform.
- BillMax is authorized to provide data aggregation and to utilize data aggregation for commercial purposes.
- Customer Responsibilities
- PRICING POLICY AND PROCEDURES
BillMax closes its books for billing purposes on the last day of the previous month and the 15th of the month and will bill the Customer for its services on the business day that immediately follows the 1st day of the month and 16th day of the month for services rendered during the previous timeframe.
- Custom Training and Support
BillMax offers custom training at rates of $1,500.00 per day for onsite training or $150.00 per hour for virtual training. To request custom one-on-one training, Customer must submit a request to BillMax. All requests are subject to approval by BillMax and the agreement upon an agenda for training.
- Electronic Clearinghouse Fees, Claim Fees and Third-Party Fees
Customer agrees it is solely responsible for paying any claim submission fees, clearinghouse fees, or third-party fees that BillMax has not expressly agreed in writing to pay.
- Payment Deadlines
Customer will pay BillMax for the use of the Services upon receipt of any invoice from BillMax ("Invoice"). All Invoices shall be paid via ACH initiated by BillMax or ACH initiated by Customer. Customer's payment is considered late if it is not received within thirty (30) days of the date of any relevant Invoice. Customer agrees that, for any payment not received within forty (40) days of the date of the Invoice, BillMax shall have a right to suspend Customer's account immediately without further notice, or may terminate Customer's account in accordance with Section 3.3. of the Terms. All amounts owed by Customer to BillMax shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law or any amounts which Customer disputes in good faith).
- Dispute of Invoice
If Customer elects to dispute the accuracy of any Invoice, it must do so in writing within thirty (30) days of the date of Invoice. If Customer fails to dispute the Invoice within this period, Customer waives its right to contest the accuracy of the Invoice and waives any defenses related to the accuracy of the Invoice in an action to collect the amounts due pursuant to the Invoice. If Customer disputes any portion of an Invoice, Customer agrees it shall be responsible for making timely payment on the undisputed portion of the Invoice and will cooperate with BillMax in good faith to promptly resolve such dispute.
- Invoice Dispute Procedure
If Customer wishes to dispute the amount or validity of any charges of an Invoice as provided for in 5.5. of these Pricing Policy and Procedures, Customer shall provide a detailed, written notice of dispute ("Notice of Dispute"). The Notice of Dispute should include the specific payment reference number and timesheet identification number of charges being disputed and the basis for said dispute. The written notice must be delivered to BillMax thirty (30 days from the date of the Invoice to be effective. In the event Customer disputes any portion of an Invoice, the Customer remains responsible for making payment on the undisputed portion of said Invoice in a timely.
- Payment Failure
If Customer fails to make any undisputed payment when due then, in addition to all other remedies that may be available: (a) BillMax may charge interest on the past due amount at the rate of 2% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (b) if such failure continues for ten (10) days following the due date, BillMax may suspend performance of any and all services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other person by reason of such suspension.
- Bank Fees
If Customer causes BillMax to incur any fees as a result of a cancellation, insufficient funds, or any similar instance, Customer expressly agrees it shall reimburse BillMax in full for said charge.
BillMax's fees as specified herein do not include any taxes, levies or other similar governmental assessments ("Taxes"). Customer shall be responsible for the payment of all Taxes associated with its purchases under this Terms Agreement. BillMax is solely responsible for Taxes assessable against BillMax based on its income, property and employees.
- Refund of Credits for Cancellation
BillMax will not refund or credit Services for collections completed.
- Postage Fees
Since postage rate increases are publicly announced by the United States Postal Service, Customer expressly agrees that BillMax will automatically apply the postage rate increase to all services impacted by the change without advanced notice.
- Joint Invoices.
For convenience, BillMax may send a joint invoice with CentralReach, LLC. Any fee disputes with CentralReach, LLC shall not relieve Customer of its obligation to satisfy obligations to BillMax, and a failure to provide payment for the BillMax portion of the invoice will be considered a material breach. Likewise, a dispute of a BillMax Invoice shall not alleviate contractual requirements with CentralReach, LLC.
- INDEMNIFY and HOLD HARMLESS
If any investigation is initiated or if any action or proceeding is brought by any individual, company or entity whatsoever regarding any of the claims filed by BillMax on behalf of Customer, then Customer agrees to cooperate fully in any such investigation, lawsuit or action, shall provide all relevant supporting documentation to support the claim(s) filed, and shall indemnify and hold BillMax harmless, including payment of any fines, damages, and reasonably attorneys' fees and costs. This right to indemnify and hold harmless shall not apply if BillMax's own actions or negligence gave rise to the investigation, action or proceeding.
- LIMITS ON LIABILITY
- Exclusion of Damages
IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE SERVICE AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, OR (iii) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- Disclaimer of Warranties.
BILLMAX DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT ALLOWED BY LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE BILLMAX SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE BILLMAX TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE ITS RECORDS, BILLMAX DOES NOT GUARANTY THAT ITS RECORDS CANNOT BE COMPROMISED AND BILLMAX SHALL HAVE NO LIABILITY TO CUSTOMER OR THIRD PARTIES FOR ANY DAMAGES ARISING FROM A SECURITY BREACH, INCLUDING ANY BREACH RELATED TO THE CENTRALREACH.COM PLATFORM.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE PARTIES UNDER OR IN CONNECTION WITH THE SERVICE AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNT PAID BY CUSTOMER TO BILLMAX IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR HAVE LEGISLATION, WHICH RESTRICTS THE LIMITATION OR EXCLUSION OF LIABILITY, SO THE ABOVE LIMITATION MAY NOT BE APPLICABLE TO YOU. BY ENTERING INTO THE SERVICE AGREEMENT, CUSTOMER UNDERSTANDS THAT CUSTOMER IS WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVES, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUTNRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR."
- Exclusion of Damages
- OTHER TERMS
- Governing Law and Venue
The Service Agreement is governed by the internal laws of the State of Florida (without regard to conflicts of law principles). The parties expressly agree that the state and federal courts sitting in Broward County, Florida shall have exclusive jurisdiction in any action arising out of or connected in any way to the Service Agreement or use of or access to the Services, and each party consents to personal jurisdiction of and venue in such matter.
- General Arbitration Process
Any dispute or claim that may arise between the parties relating in any way to or arising out of the Service Agreement or use of the Service (each, a "Claim"), shall be resolved exclusively through final and binding arbitration (rather than in court) under the then-current Commercial Arbitration Rules of the American Arbitration Association in Broward County, Florida. Any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction within the State of Florida. The prevailing party in any arbitration is entitled to recover its attorneys' fees and costs from the other party.
- Optional Arbitration for Claims Less than $10,000
Notwithstanding the foregoing, for any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may choose to resolve the dispute in a more cost-effective manner through binding non-appearance-based arbitration. If a party elects' arbitration, it must initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. Such ADR process shall take place in Broward County, Florida. The ADR provider and the parties shall comply with the following rules: (i) the arbitration will be conducted by telephone, online and be solely based on written submissions, the specific manner will be chosen by the party initiating the arbitration; (ii) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction. The prevailing party in any such arbitration procedure shall be entitled to recover its attorneys' fees and costs from the other party.
Notwithstanding Sections 8.2. and 8.3., BillMax may enforce its rights and obligations under the Service Agreement in any court of competent jurisdiction within Broward County, Florida.
- Equitable Relief
Notwithstanding anything above, BillMax may seek and obtain injunctive and equitable relief in any court of competent jurisdiction within Broward County, Florida without restriction or required process in this Terms Agreement.
- Prohibition of Class and Representative Actions
EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS OR REPRESENTATIVE PROCEEDING.
- No Solicit or Hire Clause
Customer acknowledges that BillMax invests considerable time and expense in the training of its employees and independent subcontractors in the services to be provided under the Service Agreement. Customer agrees that for the full term of the Service Agreement, and for two (2) years after the Service Agreement's termination, Customer will not solicit or employ in any capacity, whether as a direct employee, independent contractor or as a representative of another company providing similar services to Customer as BillMax, any person employed by BillMax at any time during the term of the Service Agreement whose duties involve providing the Services, whether for Customer or other BillMax customers.
- Consent to Electronic Notice, Communications and Transactions
For purposes of messages and notices regarding the Services (including without limitation, collections and payments issues), BillMax may send email notices to the email address associated with Customer's account or provide Service notifications. For certain notices (e.g., notices regarding termination or material breaches), BillMax may send notices to the postal address provided by Customer. Customer expressly agrees that notice via email or postal service to the contact information provided by Customer in the Order shall be enough to satisfy any notice requirements found in the Service Agreement.
- Entire Agreement and Changes
The Service Agreement constitutes the entire agreement between the parties, and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in these Terms. No representation, promise or inducement not included in these Service Agreement is binding. BillMax may update or change the Service Agreement from time to time in order to reflect changes in the Services, changes in the law, or for other reasons as deemed necessary or advisable by BillMax. The effective date of the Service Agreement will be reflected in the "Last Revised" entry at the top of the Service Agreement. Customer's continued use of the Services after any such change shall constitute Customer's consent to such change(s). Customer may not amend or modify any term of the Service Agreement without the written consent of BillMax. Nothing herein is intended nor shall it serve to prevent BillMax from exercising the rights found in the Service Agreement, including the right to amend or modify fees and these Terms. Customer agrees that by continuing to access or use the Services it accepts any modified terms or fees.
If Customer provides feedback or suggestions about the Services, then BillMax and its representatives may use such information without obligation to Customer for any commercial purposes.
To be binding, any project-based work not specifically agreed to as part of the Service Agreement must be in a written SOW signed by BillMax.
- No Assignment
Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under the Service Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without BillMax's prior written consent which shall not be unreasonably withheld. Nothing herein shall prevent an assignment by Customer without notice where fifty percent (50%) or more of the stock or other ownership is transferred.
If any provision of the Service Agreement is found invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Service Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify the Service Agreement to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- Separate Entities
Nothing herein shall be construed as creating a partnership or joint venture between Customer and BillMax. The parties expressly agree that they are separate and distinct business entities whose entire relationship is governed by the Service Agreement. Any rights not expressly granted in the Service Agreement are expressly reserved by BillMax.
- Survival of Terms
All terms survive termination of the Service Agreement that by their nature survive for a party to assert its rights and receive the protections of this Terms Agreement. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
- Customer Name
BillMax may use Customer's name and logo in customer lists and related promotional materials describing Customer as a customer of BillMax, which use shall be in accordance with Customer's trademark guidelines and policies, if any, provided to BillMax.
- Representation and Warranties
The Parties represent and warrant that they have full right, power and authority to enter into the Service Agreement and have the financial wherewithal to perform hereunder.
The failure or delay in exercising any power or right under the Service Agreement shall not operate as a waiver thereof, nor will any single or partial exercise of any such power or right preclude any other exercise of a right or power. No waiver will be effective unless in writing and signed by the Party agreeing to said waiver.
- Force Majeure
If either Party is prevented or delayed from timely completing its obligations under these Terms due to accidents, riots, strikes, epidemics, Acts of God, acts of war or terrorism, or any other condition beyond the Party's control (each, a "Force Majeure Event"), the Party will notify the other in writing as soon as practicable following the commencement of such Force Majeure Event and shall be alleviated of its obligations to perform until the Force Majeure Event is alleviated and shall not be breach of the Service Agreement.
- Third Party Beneficiaries
The Service Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Service Agreement.
- All Documents and Agreements
Customer acknowledges and agrees that it has received copies of or has access to every document referenced in these Terms, including all component documents that form the Service Agreement.
- Effect of Headings
The section headings of these Terms are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any paragraph or section of these Terms and in no way affect these Terms.
- Governing Law and Venue