ClaimEase Terms and Conditions

 

Last Updated: May 27, 2025

 

1. Introduction

 

This Terms and Conditions document (the “Terms”) is a legal agreement between Elite Technical Care LLC (referred to herein as “Elite Technical Care,” “Company,” “we,” or “us”), a Michigan limited liability company with offices at 27789 Mound Rd STE 400, Warren, MI 48092, and you, the subscribing medical practice or business entity (the “Customer” or “you”). These Terms govern your access to and use of the ClaimEase medical billing practice management software and related services (collectively, the “Service” or “ClaimEase”). By creating a ClaimEase account, signing in for the first time, or otherwise using the Service, you agree to be bound by these Terms. If you do not agree, you must not use the Service.

These Terms incorporate by reference our Privacy Policy and the ClaimEase End User License Agreement (”EULA”), as well as any required Business Associate Agreement (”BAA”) under HIPAA. You will be required to accept the EULA and BAA (as applicable) when first logging in to the Service, and your continued use of the Service is subject to those agreements in addition to these Terms. In the event of any conflict between these Terms and the BAA, the BAA shall control with respect to Protected Health Information. In the event of any conflict between these Terms and the EULA, the EULA shall control with respect to software licensing matters; otherwise, these Terms will govern. For information on how we collect, use, and protect personal data, please review our Privacy Policy. Any questions or notices regarding these Terms may be directed to us in writing at the address above or via email to legal@etcapps.co.

 

2. Description of the Service

 

ClaimEase is a subscription-based medical practice management software application designed to support healthcare providers in managing patient information and the revenue cycle. The Service provides features including patient management, clinical SOAP note documentation, insurance claim billing (both physical and electronic claims), and other revenue cycle management tools. ClaimEase may integrate with third-party services such as the Waystar clearinghouse for electronic insurance claims processing as an ancillary service. Use of the Waystar integration or other third-party add-ons may be optional and could be subject to additional terms or fees (including terms imposed by the third-party service provider). The Service is licensed on a per-facility basis: each Facility (defined as a single healthcare practice or entity identified by a unique tax ID number) must have its own subscription license to use ClaimEase. If you operate multiple facilities or practices with different tax identification numbers, a separate subscription is required for each. The Service is provided as a software-as-a-service (SaaS) solution accessible via the internet; no physical software is sold or installed on your premises.

 

3. License Grant and Authorized Use

 

Subject to your compliance with these Terms, the EULA, and payment of all applicable fees, Elite Technical Care hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the ClaimEase software Service for your internal business purposes only. This license permits use of the Service solely by the subscribing Facility and its authorized personnel (such as your employees or independent contractors directly involved in your practice’s operations) for the lawful management of patient care and medical billing for that Facility. All use must be in accordance with these Terms, the EULA, and applicable law. You may not use one Facility’s subscription to provide services to or for the benefit of any unauthorized third party or any entity other than the subscribed Facility. Your right to use the Service is conditioned on timely payment of subscription fees and adherence to all usage restrictions set forth in these Terms.

Except for the limited rights expressly granted to you above, all rights, title, and interest in and to the ClaimEase software and Service (including all intellectual property rights such as software code, design, algorithms, trademarks, and documentation) are and will remain the exclusive property of Elite Technical Care and its licensors. The Service is licensed, not sold. You shall not (i) copy, modify, adapt, or create derivative works of the software; (ii) reverse engineer, decompile, decrypt, or attempt to extract source code from the software (except to the limited extent such restriction is prohibited by law); (iii) remove or obscure any copyright, trademark, or proprietary notices on the Service; or (iv) allow any unauthorized person to access or use the Service. All rights not expressly granted to you in these Terms or the EULA are reserved by the Company.

 

4. Acceptable Use Policy

 

You agree to use ClaimEase only for lawful purposes and in compliance with all applicable federal, state, and local laws and regulations, including all healthcare, medical billing, and privacy laws (such as HIPAA). Without limiting the generality of the foregoing, you further agree that you will not engage in any of the following prohibited activities (and will not permit your employees or any third party to do so):

 

• Fraudulent or Unlawful Conduct: You shall not use the Service to submit false, fraudulent, or misleading claims to insurers or payors, to engage in upcoding, insurance fraud, or any other illegal or unethical billing practices. The Service must only be used for medically legitimate patient care and billing activities that you are authorized to perform.

• Unauthorized Access or Use: You shall not permit anyone other than your authorized personnel to access the Service. You will not share user accounts or passwords with unauthorized individuals. You shall not use the Service to attempt to gain unauthorized access to any system, account, or data of another user or any other system or network (e.g., no hacking, password mining, or circumventing access controls).

• Interference with the Service: You shall not interfere with or disrupt the integrity or performance of the Service or the data contained therein. This includes not introducing any viruses, malware, or harmful code, and not performing any actions that impose an unreasonable or disproportionately large load on the Service infrastructure.

• Improper Content Use: You shall not upload, transmit, or store on the Service any content or material unless you have the lawful right to do so. In particular, you must not upload any information, documents, or materials that infringe or misappropriate the intellectual property rights or privacy rights of any third party. Do not upload or use copyrighted content (such as text, images, forms, or software) on the Service unless you own the copyright or have obtained all necessary permissions. You are solely responsible for ensuring that any data or content you input into ClaimEase (including medical forms, patient records, and attachments) are lawfully acquired and that your use of such content does not violate any third-party rights.

• Other Unlawful or Abusive Acts: You shall not use the Service in any manner that is defamatory, harassing, obscene, or otherwise harmful or objectionable. You will not use the Service to engage in any activity that violates any law (including data protection and export control laws) or that would cause Elite Technical Care to be in violation of any law or regulation.

 

Violation of this Acceptable Use Policy constitutes a material breach of these Terms and can result in immediate suspension or termination of your account (see Section 7 below), in addition to any other remedies available to Company under law.

 

5. Subscription Fees and Payment Terms

 

Subscription Model: ClaimEase is offered on a subscription basis, with fees charged per Facility (per tax ID) as described above. Subscription fees are billed monthly in advance, unless an alternate billing period is agreed in writing. All fees and charges for the Service will be specified either in your order, subscription plan selection, or other ordering document provided by Elite Technical Care, and are payable in U.S. Dollars.

Auto-Pay Requirement: By subscribing to ClaimEase, you agree to enroll in automatic recurring payments. You must provide and maintain a valid payment method (such as a credit card or ACH bank account information) on file. Recurring subscription fees will be charged automatically each billing cycle (e.g., monthly) through our payment processor (currently Stripe). You authorize Elite Technical Care (or its designated payment processor) to charge your provided payment method for all subscription fees, as well as any other applicable charges you incur (such as reactivation fees or support fees described in these Terms).

Billing and Invoicing: Billing is managed by Stripe on our behalf. You will receive electronic invoices or receipts for charges. The billing date will be the date of your initial subscription activation (or a fixed monthly date as communicated by us), and subsequent charges will occur on that same day of each period. It is your responsibility to ensure that your payment information is current, complete, and accurate. You can update your payment method at any time via the ClaimEase account billing settings. If you require assistance from our support team to update or change your payment method on your behalf, a $50 administrative fee will be applied to cover the manual processing (see Section 6 below for additional fees related to payment issues).

No Refunds or Prorated Credits: All fees are non-cancellable and non-refundable. Once a billing period has begun, you are responsible for the charges for that entire period. If you cancel your subscription or otherwise stop using the Service before the end of a paid billing cycle, you will not be entitled to any refund or proration of fees for the remaining portion of the period. Similarly, fees paid for one Facility’s subscription cannot be transferred or applied to another Facility. The subscription charges cover access to the Service for the specified term only and do not depend on actual usage (i.e., lack of use of the Service will not entitle you to a refund).

Changes in Fees: We reserve the right to modify the subscription fees or introduce new fees for the Service on renewal or at the start of a new term. Any fee changes will be communicated to you in advance in accordance with Section 16 (Modifications to Terms) below. If you do not agree with a fee change, you may choose to cancel your subscription at the end of your current term; continued use of the Service after the fee change takes effect will constitute your agreement to pay the updated amount. All fees are exclusive of any taxes, levies, or duties imposed by taxing authorities. You are responsible for any sales, use, value-added, or similar taxes that apply to your subscription (except taxes on our income). If you are tax-exempt, you must provide us with appropriate documentation prior to billing.

 

6. Payment Failures and Suspension of Service

 

Failed Payment Procedure: Timely payment is essential to continued access to ClaimEase. If your automatic payment fails (for example, due to an expired credit card, insufficient funds, or any other reason), we will attempt to notify you (e.g., by email) and Stripe will automatically retry the charge a limited number of times. Upon a payment failure, your account may be immediately suspended – meaning your users may lose access to the Service and your data will become temporarily inaccessible – until the payment issue is resolved. We reserve the right to suspend or deactivate your access to the Service without advance notice if any payment is past due.

Reactivation After Failed Payment: If your account is suspended for non-payment, you can reactivate your subscription by promptly updating your payment information and paying any outstanding amounts. You are strongly encouraged to log in to your account and update the payment method directly through the ClaimEase application. If you resolve the payment failure on your own via the app (for example, by updating your credit card details and successfully processing the outstanding payment), no reactivation fee will apply. If, however, you require assistance from our support staff to reactivate a suspended account or to manually process a payment (for instance, if you contact us to update the payment method or run the charge outside of the automated system), a $50 reactivation/support fee will be charged to cover the additional handling. This $50 fee is in addition to any past due subscription fees and any applicable late charges.

Late Payments: Any unpaid subscription fees that remain outstanding beyond the due date may accrue late interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower, from the due date until paid. You will be responsible for any reasonable attorneys’ fees and other costs of collection we incur for overdue amounts. If a payment failure is not cured within a reasonable time (e.g. if all Stripe retry attempts fail and the account remains unpaid for more than a brief grace period), Elite Technical Care may terminate your subscription for breach (see Section 7). Important: During any period of suspension for non-payment, data will continue to be stored securely in your account (subject to data retention policies in Section 9), but you and your users will not be able to access or use the Service until the account is reactivated. We are not responsible for any losses or liabilities arising from suspension due to your failure to pay fees.

 

7. Term, Renewal, Cancellation, and Termination

 

Subscription Term: The initial term of your subscription will begin when you first subscribe (or as otherwise set forth in an ordering document) and continue on a monthly basis (unless a different term is agreed, such as an annual commitment). By default, subscriptions auto-renew continuously month-to-month under these Terms unless and until cancelled by either party as permitted herein. Each monthly period (or each annual period, if applicable) is a “Term” of the subscription.

Customer Cancellation: You may cancel your ClaimEase subscription at any time by providing notice of cancellation through the designated method (for example, via an account settings cancellation function or by contacting us in writing). However, any cancellation will become effective only at the end of the then-current billing term. You are responsible for all subscription fees up to the end of the period in which cancellation occurs, and no refunds or prorated credits will be issued for partial periods (see Section 5). To avoid being charged for the next renewal term, you must submit your cancellation before your subscription renews (at least one business day prior to the next billing date is recommended). Upon cancellation, we will schedule your account to be closed at the conclusion of the paid term. After that date, you will no longer have access to the Service or your account unless you reactivate as described below.

Company Termination or Suspension: Elite Technical Care may suspend or terminate your subscription and access to the Service, in whole or in part, for cause: (i) immediately if you violate the Acceptable Use Policy (Section 4) or breach any material obligation under these Terms or the BAA (including any unauthorized use of the Service, misuse of patient data, or other serious violation); (ii) immediately if required by law or government order (for example, if continued provision of the Service to you would violate applicable law); or (iii) upon notice to you if you fail to pay any applicable fees and do not cure such non-payment within a reasonable short period after the due date. Additionally, we reserve the right to terminate any free trial or free access portion of the Service (if offered) at any time in our discretion. In the event of any suspension or termination for cause, we will endeavor to notify you of the reason and effective date, but we may suspend immediately as noted for severe violations or to protect our system and other users.

Effect of Termination: Upon any termination or expiration of your subscription (whether initiated by you or by us), your license to use the Service will immediately cease, and all future access by you and your users to the Service will be disabled. You acknowledge that you will not have the ability to access or retrieve any of your data through the Service once your license is terminated or expires. However, Elite Technical Care will retain your data for a period after termination as described in Section 9 (Data Retention) below, to allow for compliance with record-keeping requirements and potential reactivation. It is your responsibility to export or download any data you wish to retain prior to the end of your subscription term (unless you plan to reactivate within the retention period). We have no obligation to provide you with an export of your data after termination unless otherwise required by law or as agreed in writing. If you believe you will need continued access to data without maintaining a full subscription, please contact us to discuss possible data archive solutions (additional fees may apply for data export or archive services).

Reactivation of Service: If your account was cancelled or terminated and you later decide to resume using ClaimEase, you may request reactivation of your account. We will, at our discretion, allow reactivation within three (3) months of termination at no additional reactivation cost, provided you pay the subscription fees for the new term and any outstanding amounts from the prior term (if any). If you seek to reactivate an account after three (3) months have passed since termination, Elite Technical Care reserves the right to charge a reactivation fee to cover the costs of maintaining and restoring your data. Specifically, for accounts reactivated more than 3 months after cancellation, a fee of $120 for each year of inactivity (prorated for any partial year beyond the initial 3 months) will be due at the time of reactivation. For example, if your account has been inactive for 18 months, a $120 × 1.5 = $180 fee may be charged in addition to the new subscription fees. This reactivation fee is waived for the first 3 months of inactivity and is capped at a maximum of 6 years of inactivity (since data is only retained for 6 years, per Section 9). Once any applicable reactivation fees and new subscription charges are paid, your previous data (if still retained) will be fully restored and accessible to you again.

Survival: Any provision of these Terms that by its nature should survive termination or expiration of the agreement (including, but not limited to, provisions relating to fees owed, data retention, confidentiality, disclaimers of warranty, limitations of liability, dispute resolution, and any indemnification obligations) shall survive and remain in effect according to their terms.

 

8. Data Privacy and HIPAA Compliance

 

HIPAA and BAA: The parties acknowledge that the Service will likely involve the use and storage of Protected Health Information (PHI) as defined under the Health Insurance Portability and Accountability Act of 1996 and its regulations (collectively, “HIPAA”). Elite Technical Care will act as a “Business Associate” to you (the Covered Entity or another Business Associate, as applicable) with respect to any PHI you upload or manage through ClaimEase. In compliance with HIPAA, we require that you execute a Business Associate Agreement (BAA) with us. The BAA outlines each party’s obligations for safeguarding PHI and is designed to ensure both parties comply with HIPAA’s Privacy, Security, and Breach Notification Rules . You will be presented with our BAA at your first login to the Service (or via separate written agreement), and you must sign/accept the BAA before using ClaimEase to process any PHI. If you do not agree to the BAA, you are not authorized to use the Service for any PHI or medical data, and you should cancel your subscription. By using the Service, you represent and warrant that you have signed a BAA with us or will do so promptly upon first accessing the Service.

Elite Technical Care is committed to maintaining the privacy and security of patient information. We will implement and maintain appropriate administrative, physical, and technical safeguards to protect PHI as required by HIPAA. We will use and disclose PHI only as permitted by our BAA and by law – generally, this means we will use PHI solely for the purposes of providing and supporting the Service for you and will not disclose PHI to third parties except as allowed by HIPAA or with your instructions. We will report to you any unauthorized access or breaches of PHI as required by HIPAA. For detailed information on how we handle personal information (including PHI and other personal data), please refer to our Privacy Policy. The Privacy Policy describes, among other things, what data we collect from you (such as user account information and usage data) and how we use and protect that data. By using ClaimEase, you agree to the data practices described in the Privacy Policy.

Confidentiality: In addition to HIPAA compliance, both parties agree to treat each other’s confidential information with strict confidence. Any patient data, PHI, or other sensitive information you store in ClaimEase will be considered your confidential information (and also PHI, as applicable), and we will not use it except to provide the Service or as permitted by these Terms, the BAA, or by law. Likewise, any non-public information about Elite Technical Care’s software or business that is disclosed to you should be considered our confidential information. Both parties agree not to disclose the other’s confidential information to any third party except as permitted in these Terms, required by law, or with prior written consent. These confidentiality obligations will continue even after termination of the subscription (for so long as the information remains confidential or protected by law).

Data Security: We will maintain compliance with the HIPAA Security Rule and follow industry-standard security practices to protect data. This includes encryption of data in transit (e.g., via SSL/TLS) and other safeguards appropriate for a healthcare application. However, you also play a role in security: you are responsible for maintaining the security of your account credentials, and for ensuring that your users are trained on proper handling of PHI. Please notify us immediately at security@etcapps.co if you suspect any unauthorized access to your account or any security incident involving the Service.

 

9. Data Retention and Deletion

 

Retention Period: Elite Technical Care understands the importance of medical and billing records retention for compliance and continuity. Upon termination or expiration of your ClaimEase subscription (whether by cancellation or for non-payment), we will retain your account’s data (including patient records, notes, billing records, and any other information you have stored in the Service) for a period of up to six (6) years from the date of termination, unless you direct us to delete it sooner. This 6-year retention period is aligned with certain regulatory requirements for health information retention and ensures that your data is preserved should you need to access it again or in case you reactivate your subscription within that timeframe. During the retention period, your data will be stored in a secure, archived manner and protected in accordance with our security and HIPAA obligations. However, you will not have online access to the data unless and until you renew your license or reactivate your subscription (as described in Section 7). We may, at our discretion, transfer older inactive data to cold storage or other archival solutions as long as required protections remain in place.

Customer’s Right to Deletion: You have the right to request permanent deletion of your data after your subscription ends. If you want your data to be deleted sooner than the 6-year retention period, you must submit a written request to us (for example, by emailing legal@etcapps.co or support@etcapps.co with your account details and request). Upon verifying the request, Elite Technical Care will proceed to irreversibly delete or securely destroy your stored personal data and PHI. We will complete such deletion within 30 days of confirming your deletion request, and we will provide written confirmation once deletion is completed. Please note that deletion is irreversible – once your data is deleted at your request, it cannot be recovered if you later change your mind. We will also delete any backups or archived copies within a reasonable time thereafter, except to the extent we are required by law to retain certain information for a longer period (for example, audit logs, subscription payment records, or copies of the BAA, which HIPAA may require us to retain for 6 years).

If you do not request deletion, we will maintain your data for the full 6-year period, after which we reserve the right to permanently delete it from our systems. We may also, at the 6-year mark, anonymize certain data for statistical or compliance purposes and then delete the personally identifiable components. It is your responsibility to ensure you have exported any needed data before the end of the retention period or deletion, as appropriate. We strongly encourage you to maintain your own backups or exports of critical data as part of your compliance programs.

Reactivation and Data Restoration: If you reactivate your subscription before your data has been deleted (i.e., during the retention window), your original data will be available and restored to your account upon reactivation. This means that all your patient records, billing history, and other content will be accessible just as it was at the time of termination, allowing you to seamlessly continue operations. If you request deletion of data and later re-subscribe, only data that was not deleted (if any) or new data you input will be available, as deleted data cannot be recovered. Elite Technical Care is not liable for any data that is lost or unrecoverable due to deletion at your request or due to expiration of the retention period.

 

10. Service Availability and Support

 

No Guaranteed Uptime: While Elite Technical Care strives to provide a reliable and accessible Service, we do not guarantee any specific level of uptime or availability for ClaimEase. You acknowledge that the Service may occasionally be unavailable due to scheduled maintenance or upgrades, emergency repairs, network or internet outages, or other circumstances beyond our control. We will make reasonable efforts to schedule planned downtime during off-peak hours and to give advance notice of any scheduled maintenance that may materially impact Service availability. However, there may be instances (such as urgent security patches or force majeure events described in Section 18) where advance notice is not possible. All use of the Service is on an “as available” basis, and you agree that temporary interruptions or slowdowns in service, while unfortunate, will not constitute a breach of these Terms by the Company. We disclaim any liability for any losses or damages arising from Service interruptions, except as may be explicitly provided in these Terms.

Support Services: Elite Technical Care provides support to subscribers primarily via email or our online support ticket system. We will use our best efforts to respond to support inquiries within two (2) business days. Business days are Monday through Friday, excluding federal holidays. While we aim to resolve issues as quickly as possible, we do not warrant or guarantee that any particular issue will be resolved within a specific timeframe. Support inquiries are handled in the order received and are generally limited to questions or issues related to the operation of the ClaimEase software (for example, troubleshooting error messages, questions on how to use features, etc.). We may also provide user guides, FAQs, or documentation to assist you. There is no additional charge for standard support inquiries related to the Service’s functionality. However, if you request special services outside the scope of normal support (such as on-site support, custom integration help, extensive data migration assistance, or training sessions), we reserve the right to require separate fees or a support contract for those additional services.

No Emergency or Mission-Critical Use: You acknowledge that the Service is not guaranteed to be available at all times and is not intended for use in any scenario where unavailability could lead to injury, death, or significant business disruption. You should have contingency plans for downtime (for instance, temporarily recording information offline) in the event of Service interruption. Elite Technical Care will not be liable for any delays or failures in performance resulting from downtime or system unavailability. However, if the Service experiences a major outage, we will communicate status updates via email or our website and work diligently to restore functionality.

 

11. Disclaimer of Warranties

 

AS-IS Service: ClaimEase and all related services are provided “AS IS” and “AS AVAILABLE,” without any warranties of any kind, either express or implied. To the maximum extent permitted under applicable law, Elite Technical Care, on behalf of itself and its affiliates, expressly disclaims all warranties and conditions of any kind, whether express, implied, statutory, or otherwise, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that may arise from course of dealing or course of performance. We do not warrant that: (a) the Service will meet all of your requirements or expectations; (b) the Service will be uninterrupted, timely, secure, or error-free; or (c) the data or results that may be obtained from the use of the Service will be accurate, complete, or reliable.

No Professional Advice: You acknowledge that Elite Technical Care is a software provider, not a healthcare provider or legal consultant. Any information, templates, or tools available through ClaimEase (for example, billing code suggestions or form templates) are for convenience only and do not constitute medical, legal, coding, or compliance advice. It is your responsibility to ensure the accuracy of any claims, codes, or documentation submitted through the Service. Always verify insurance billing rules and patient information independently. We make no warranty that use of the Service will guarantee reimbursement from payors or that it will comply with every specific requirement of each insurance carrier or government program – you must configure and use the software properly and in accordance with applicable guidelines.

Third-Party Services: Elite Technical Care does not warrant any third-party service (such as the Waystar integration or any other third-party software or service that can be used in conjunction with ClaimEase). Any third-party services are provided under the terms and warranties of those third parties, and we have no responsibility for their performance. For example, if you elect to use the Waystar clearinghouse service via ClaimEase, any failures or errors originating from Waystar are outside our control and are not warranted by us. We will, however, make reasonable efforts to pass through or highlight any service level commitments Waystar provides to us for your benefit.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you to the extent prohibited by law. In such cases, any implied warranties will be limited to the minimum scope and duration permitted by applicable law.

 

12. Limitation of Liability

 

Exclusion of Certain Damages: To the fullest extent permitted by applicable law, in no event shall Elite Technical Care or its owners, officers, directors, employees, affiliates, agents, or licensors be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages whatsoever, including but not limited to damages for lost profits or revenues, business interruption, loss of goodwill, loss of data, cost of procurement of substitute services, or other intangible losses, arising out of or related to your use of (or inability to use) ClaimEase or any reliance on data produced by the Service. This limitation applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages . You assume all responsibility for the selection and use of the Service to achieve your intended results, and you acknowledge that you use the Service at your own risk.

Cap on Direct Liability: Our total cumulative liability to you for any and all claims arising from or related to the Service or these Terms shall not exceed the total amount of subscription fees actually paid by you to Elite Technical Care for the Service in the twelve (12) months immediately preceding the event giving rise to the liability. If you have not paid any fees (for example, during a free trial), our liability for any claim will not exceed $100 USD. This limitation of liability is cumulative and not per-incident; multiple claims will not increase the cap. You agree that the limitations of liability set forth in this section are a fundamental basis of the bargain between you and the Company, and we would not be able to provide the Service on an economical basis without such limitations.

Exceptions: The above limitations and exclusions of liability shall not apply to the extent prohibited by applicable law. For example, some jurisdictions do not allow the exclusion or limitation of liability for personal injury or for intentional misconduct. In addition, the above limitations do not apply to our obligations under Section 14 (Indemnification) to the extent we are required to indemnify you, or to your obligations to indemnify us. Nothing in these Terms shall limit or exclude liability for gross negligence, willful misconduct, or fraud by Elite Technical Care. However, any liability that cannot be excluded is limited to the smallest amount permissible under law.

 

13. Indemnification

 

You agree to indemnify, defend, and hold harmless Elite Technical Care LLC, its affiliates, and their respective directors, officers, employees, and agents (collectively, the “Indemnified Parties”), from and against any and all third-party claims, demands, suits, or proceedings, and all related liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of these Terms or the EULA or BAA; (b) your violation of any applicable law or regulation (including HIPAA or other healthcare laws) in connection with your use of the Service; (c) any fraud, misrepresentation, or misconduct (including submission of false claims or other fraudulent billing activities) by you or your personnel using the Service; or (d) infringement or misappropriation of any intellectual property or privacy rights by any data, content, or materials that you or your users input into or transmit through the Service. This means that if a third party (for example, a patient, insurer, government agency, or another software provider) brings a claim against any of the Indemnified Parties due to something you did or failed to do in violation of these Terms or the law, you will cover all costs and damages we incur as a result of that claim.

Elite Technical Care will: (i) promptly notify you in writing of any such claim (provided that a delay in notice does not relieve your indemnification obligations unless it prejudices your ability to defend the claim); (ii) permit you to control the defense and settlement of the claim, provided that you may not settle any claim in a manner that admits fault by an Indemnified Party or imposes non-monetary obligations on an Indemnified Party without our prior written consent; and (iii) cooperate with you (at your expense) in the defense of such claim. We reserve the right, at our option, to participate in the defense with counsel of our own choosing, at our own expense. Your indemnification obligations will survive any termination or expiration of these Terms.

(Note: For clarity, at this time Elite Technical Care is not providing an indemnity to the Customer under these Terms, and any liabilities of Elite Technical Care to Customer are limited as stated in Section 12 above. Customer’s statutory rights and any indemnities provided in the BAA (for example, for breaches of PHI by us) are not affected by this clause.)

 

14. Dispute Resolution and Arbitration

 

Good Faith Efforts: In the event of any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Service, the parties agree to first attempt to resolve the issue in good faith through informal negotiation. You should contact us at legal@etcapps.co to discuss any concerns, and we will attempt to address your issue or negotiate a resolution. If we are unable to resolve the dispute informally within a reasonable time, the following arbitration clause will apply.

Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms, the EULA, the Service, or the breach, termination, enforcement, interpretation, or validity thereof (including the determination of the scope or applicability of this agreement to arbitrate), that cannot be resolved by negotiation as set forth above, shall be resolved by final and binding arbitration. The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules (the “AAA Rules”) in effect at the time the arbitration is initiated, except as modified herein. You and Elite Technical Care each expressly waive the right to a trial by jury and agree that the arbitration award shall be the sole and exclusive remedy for any dispute between us regarding this Agreement or the Service, except as provided below.

Arbitration Procedures: The arbitration shall be conducted by a single neutral arbitrator. The arbitrator will be selected by mutual agreement of the parties, or if we cannot agree, in accordance with the AAA Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online as appropriate and as agreed by the parties or determined by the arbitrator. The venue for the arbitration shall be Harris County, Texas, unless otherwise required by law or agreed by both parties. If an in-person hearing is held, it will take place in Harris County, TX, or another location in Texas as mutually agreed. The language of the arbitration shall be English. Each party shall bear its own costs and attorneys’ fees associated with the arbitration, and each party shall pay an equal share of the AAA’s and arbitrator’s fees and costs, unless otherwise required by the AAA Rules or applicable law. The arbitrator shall have the authority to allocate the fees and costs in the final award as provided in the AAA Rules and applicable law.

Limits on Arbitration: The arbitrator may not consolidate more than one person’s or entity’s claims, and may not otherwise preside over any form of a representative, collective, or class proceeding. You and Elite Technical Care agree that the arbitration will be conducted solely on an individual basis and not in a class, consolidated, or representative action. The arbitrator shall have no authority to award class-wide relief. If this class action waiver is found to be unenforceable or unlawful for any reason, then the entirety of this arbitration provision shall be null and void, and the dispute must be brought exclusively in the state or federal courts located in Harris County, Texas, as set forth in Section 15 below. In no event shall an arbitration be combined with another without the prior written consent of all parties to all affected arbitrations.

Exceptions: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction (as provided in Section 15) to prevent actual or threatened misuse of its confidential information, intellectual property, or other proprietary rights. Additionally, disputes related to your failure to pay any amount due may be pursued in any court of competent jurisdiction for collection, and Elite Technical Care may seek interim remedies (such as a court order for payment) without arbitration in such circumstances. Finally, if you are an individual consumer (not a business) in a jurisdiction that does not allow pre-dispute arbitration agreements in consumer contracts, this Section 14 will not apply to you and you retain the right to resolve disputes in court.

Confidentiality of Arbitration: The parties agree that the arbitration and any proceedings, discovery, or rulings therein shall be confidential, and neither party will disclose to any third party any information about the existence of the dispute or the arbitration, any documents exchanged or produced during arbitration, or the outcome of the arbitration, except as may be required to enforce the arbitration award or as required by law.

 

15. Governing Law and Jurisdiction (U.S. Use Only)

 

These Terms and any dispute arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

The parties specifically agree that the Service is intended for use within the United States only. ClaimEase is designed to comply with U.S. laws and regulations (including HIPAA) and is not intended for use in any other country. Elite Technical Care makes no representation that the Service is appropriate or available for use in locations outside the U.S., and accessing the Service from jurisdictions where its content or use is unlawful is prohibited. You are responsible for compliance with all local laws if you use the Service outside the U.S. (which, again, is strongly discouraged and would be at your own risk).

Jurisdiction and Venue: Subject to the arbitration clause above, you agree that any judicial proceedings (other than arbitration) will be brought in, and you hereby consent to the exclusive jurisdiction of, the state courts of Harris County, Texas or the United States District Court for the Southern District of Texas (Houston Division). You waive any objections to venue or jurisdiction in those courts, including any claim that such proceedings have been brought in an inconvenient forum. This Section 15 is subject to any rights you may have under applicable consumer protection laws regarding venue and applicable law, but in all cases Texas law will govern the substance of any claims to the extent permissible.

 

16. Eligibility and Authorized Users

 

The ClaimEase Service is a business-to-business (B2B) offering intended solely for use by healthcare providers, medical practices, billing companies, or other organizations involved in legitimate medical billing and patient care activities. It is not intended for personal, household, or consumer use. By registering for or using ClaimEase, you represent and warrant that you are doing so on behalf of a business entity (such as a medical practice, clinic, or company) and not as an individual consumer for personal purposes.

You further represent that the individual accepting these Terms (whether by clicking “I Agree” or by electronic signature or other assent) has the legal authority to bind the Customer (the company or organization) to these Terms. If you are entering into this agreement on behalf of an organization, you must be an employee, owner, or agent of that organization with the appropriate authority (e.g., an officer or practice manager). If you do not have such authority, or if you do not agree with these Terms, you must not accept the Terms or use the Service. We may require you to provide proof of your affiliation or authorization at any time during the subscription.

Age and Capacity: The Service is not intended for use by individuals under the age of 18. By using the Service, you affirm that all your users are at least 18 years old and are capable of entering into a binding legal contract. You may allow your employees or contractors who are medical professionals or administrative staff to use the Service on your behalf, but you are responsible for ensuring each such user is bound by and abides by these Terms. User accounts may not be shared between individuals; each human user should have unique login credentials. You agree to ensure that all authorized users complete any onboarding requirements we may have (such as training or certification, if applicable) and that they use the Service in compliance with all provisions of these Terms, the EULA, and applicable law.

 

17. Intellectual Property and User Content

 

Ownership of the Service: As between Elite Technical Care and you, Elite Technical Care (and/or its licensors) retains all intellectual property rights in and to the ClaimEase software and Service, including all related software, code, databases, algorithms, user interfaces, documentation, trademarks, service marks, trade secrets, and other technology or content that we provide. These are protected by copyright, patent, trademark, and other laws. No rights or licenses are granted to you by implication or otherwise except for the limited use rights expressly granted in these Terms and the EULA. You agree that you will not challenge or infringe our intellectual property rights in the Service, nor assist or encourage any third party to do so. Any feedback, suggestions, or ideas for improvement you voluntarily provide to us regarding the Service may be used by us without obligation or compensation to you, and you hereby grant us a perpetual, irrevocable, royalty-free license to use and incorporate any such feedback into the Service or our other products.

Your Content and Data: You retain all rights to the data and content that you or your users input, upload, or store in ClaimEase (“Customer Data”), subject to the rights and permissions you grant us under these Terms. Customer Data includes, for example, your patients’ personal information and medical records, your billing records, notes, documents, and any other materials you provide to the Service. You represent and warrant that you have all necessary rights, consents, and permissions to provide the Customer Data to us for use as contemplated by the Service, and that doing so will not violate any law or any third-party’s proprietary or privacy rights. You remain solely responsible for the accuracy, quality, and legality of your Customer Data and the means by which you acquire it. We do not assume any responsibility to review Customer Data for accuracy or potential infringement.

By using ClaimEase, you grant Elite Technical Care and its subcontractors a limited license to access, use, process, copy, transmit, store, and back up your Customer Data for the purpose of providing and supporting the Service and fulfilling our obligations under these Terms and the BAA. This may include, for example, processing the data to generate claims, making backup copies to prevent data loss, or transmitting data to a third-party integration (like Waystar) upon your instruction. We will not use or disclose your Customer Data except as permitted in these Terms, our Privacy Policy, and the BAA, or as required by law.

Prohibited Content: You must not upload or transmit any content through the Service that is offensive, libelous, defamatory, obscene, or otherwise objectionable (outside of legitimate medical context), or any software or data that contains viruses or harmful code. Additionally, as stated in our Acceptable Use Policy, you must not use the Service to store or transmit any content that infringes copyrights, patents, trademarks, trade secrets, or other proprietary rights of any person or entity. If we become aware that you are storing or transmitting infringing content, we may remove or disable access to such content and may terminate your access for repeated violations in accordance with the Digital Millennium Copyright Act (DMCA) and other applicable laws.

Data Backup: We perform regular backups of Customer Data for disaster recovery purposes. However, we do not guarantee that any content you delete from the Service will be retrievable or that lost or corrupted data can be restored from any particular backup. You are encouraged to maintain your own backups or exports of important data on a periodic basis. Except as resulting from our failure to meet our obligations under these Terms, we shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data.

 

18. Force Majeure

 

Elite Technical Care shall not be liable for any failure or delay in performing its obligations under these Terms (including providing access to the Service) if such failure or delay is caused by or results from events or circumstances beyond its reasonable control. This includes, without limitation, acts of God, natural disasters (e.g., earthquakes, floods, hurricanes), fires, epidemics or pandemics, acts of government or regulatory authorities (including government shutdowns, orders, or restrictions), war, terrorism, civil unrest, riot, labor strikes or disruptions, internet or telecommunications failures, power outages, inability to obtain necessary supplies or services from usual sources, or any other cause that was not foreseeable and is beyond our reasonable control. In the event of such a force majeure event, our obligations will be suspended for the duration of the event. We will make reasonable efforts to mitigate the effects of the event and resume full performance as soon as practicable. This clause does not excuse your obligation to pay for the Service, except to the extent the force majeure event makes the Service completely unavailable for an extended period; in such case, we will provide an equitable adjustment (such as a pro-rated credit) upon request for the downtime if appropriate. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Service subscription upon written notice to the other party without further liability (except that we will refund any pre-paid fees for the terminated portion of the subscription).

 

19. Assignment

 

No Assignment by Customer: You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by contract, operation of law or otherwise, without the prior written consent of Elite Technical Care. This includes any assignment in connection with a merger, acquisition, sale of assets or change of control of your company (any such attempt to transfer without consent will be null and void). We may reasonably withhold such consent until the proposed assignee agrees in writing to assume all of your obligations under these Terms, the EULA, and the BAA, and meets any relevant credit or eligibility criteria.

Assignment by Company: Elite Technical Care may assign or transfer these Terms (in whole or in part), including any of its rights or obligations, without your consent: (a) to any affiliate or subsidiary as part of a corporate reorganization, or (b) in connection with a merger, acquisition, or sale of all or substantially all of our business or assets to which this Agreement relates. Additionally, we may subcontract certain obligations (such as hosting or support services) to third parties, provided that we remain responsible for the performance of such obligations under these Terms. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

 

20. Modifications to Terms; Updates

 

Changes to Terms: Elite Technical Care reserves the right to modify or update these Terms, the EULA, and/or the Privacy Policy from time to time. We may also need to update our BAA if legal requirements change. When we make material changes, we will notify you by email or through an in-application alert or notification. You will be required to accept any updated Terms, EULA, or BAA within the ClaimEase application in order to continue using the Service. We will provide the updated terms to you for review, and you may be asked to click “Accept” or check a box to indicate your acceptance. If you do not agree to the changes, you must stop using the Service and may terminate your subscription as described in Section 7. By continuing to use ClaimEase after updated terms become effective (and indicating acceptance via the app), you agree to be bound by the revised Terms.

For non-material changes or clarifications that do not significantly affect your rights or obligations, we may not require an explicit acceptance, but we will still post the revised Terms on our website or notify you in the app. It is your responsibility to review any new Terms when we notify you of changes. The “Last Updated” date at the top of this document will reflect the date of the latest revisions.

Updates to Service: We continually improve and update ClaimEase. We reserve the right to add, modify, or remove features or components of the Service at any time. We will endeavor to avoid removing or modifying features in a way that significantly reduces the Service’s functionality for you, except as part of overall improvements or necessary changes (for example, deprecating a feature that is no longer supported by a third-party or updating the user interface). Any new features or services that we introduce which are part of ClaimEase will be subject to these Terms, and possibly to additional terms that we provide at the time (for example, if we introduce a premium feature at additional cost, we will inform you of the terms and fees for that feature so you can choose whether to use it). We also reserve the right to impose usage limits or quotas on certain features (for example, storage limits or transaction limits) in a manner consistent with the service plan you have subscribed to.

We may from time to time issue updates, bug fixes, or patches to the software. It is your responsibility to ensure that your systems are compatible with and have access to the latest version of the Service (for instance, using an up-to-date web browser). We are not responsible if you are unable to use the Service due to outdated software on your end or other system issues not within our control.

 

21. Communications and Marketing

 

Electronic Communications: You agree that Elite Technical Care may send you certain communications relating to the Service. For contractual and operational purposes, you consent to receive communications from us electronically, such as emails, SMS messages, in-app notifications, or through the Service’s user interface, and you can retain copies of these communications for your records. You agree that all terms, conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You are responsible for providing a current email address and updating it as needed to ensure you receive communications.

Product and Marketing Updates: By subscribing to ClaimEase, you understand and agree that we may send you emails or messages about product updates, new features, newsletters, or promotional offers related to our services. These communications are intended to enhance your use of the Service or inform you of additional Elite Technical Care products and services that may be of interest. We will not sell or share your contact information with third-party marketers without your consent. You may opt out of marketing or promotional emails at any time by using the unsubscribe link in such emails or by contacting support; however, you cannot opt out of important transactional or relationship communications, such as service announcements, billing-related messages, security alerts, and notices of updates to terms or policies, as these are necessary for the administration of the Service. We will send those required notices to the email on file or present them when you log in, so please ensure your contact information is accurate.

Use of Name for Marketing: We may desire to use your organization’s name and logo in our customer lists or marketing materials to indicate that you are a user of ClaimEase. We will ask for your permission before doing so, and you have the right to decline. Any press releases or public announcements regarding the relationship will be mutually agreed upon. We appreciate testimonials or case studies and will coordinate with you for any such activities, but nothing in these Terms obligates you to participate in marketing efforts.

 

22. Miscellaneous Provisions

 

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable (if possible) or, if modification is not possible, deemed severed from these Terms, and the remaining provisions shall continue in full force and effect. Any invalid or unenforceable provision will be enforced to the maximum extent permissible to effect the intent of the parties, and the validity and enforceability of the other provisions will not be affected.

No Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision. No waiver of any term shall be effective unless it is in writing and signed by the party granting the waiver. A waiver of any default shall not waive any other default. Similarly, a partial exercise of a right or remedy does not preclude further exercise of that or any other right or remedy.

Relationship of Parties: Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, or agency relationship between you and Elite Technical Care. We are an independent contractor providing services to you. Neither party has the authority to bind the other or to incur any obligation on the other’s behalf.

Third-Party Beneficiaries: These Terms are intended for the sole benefit of the parties and their permitted successors and assigns. Except as expressly provided herein, nothing in these Terms is intended to confer any rights or remedies on any person or entity other than the parties. (Note: If our BAA is considered an addendum, it may confer certain rights on individuals under HIPAA, but those rights arise from law, not from this contract directly.)

Entire Agreement: These Terms, together with the EULA, the Privacy Policy, and the BAA (and any Order Forms or written addenda signed by both parties, if applicable), constitute the entire agreement between you and Elite Technical Care with respect to the Service and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter. Each party acknowledges that in entering into this Agreement it has not relied on any representations or warranties not explicitly set forth herein. In the event of any conflict between these Terms and any other document incorporated by reference, the terms of each document will govern as specified in Section 1 (Introduction) above. No oral or written information or advice given by either party or its agents shall create any additional warranties or obligations or alter the terms of this Agreement, unless in a writing signed by both parties.

Headings: Section headings and titles in this Agreement are for convenience only and have no legal or contractual effect. They do not limit or define the scope of any section.

Notice: Except where these Terms allow notice via email or electronic communication, any formal notices or communications under these Terms shall be in writing and shall be deemed to have been duly given (a) when delivered personally, or (b) one business day after being sent by reputable overnight courier with tracking, to the respective addresses of the parties. For Elite Technical Care, use the mailing address in Section 1; for notices to you, we may use any address you have provided (or your registered business address). Either party may change its address for notice by giving notice of the new address to the other party in accordance with this section.

Contact Information: If you have any questions about these Terms or need to provide any notice or request under these Terms, please contact our legal department at legal@etcapps.co or via mail to Elite Technical Care LLC, 27789 Mound Rd STE 400, Warren, MI 48092, Attn: Legal Department.

By using the ClaimEase Service, you acknowledge that you have read, understood, and agree to all of the above terms and conditions. Please print or save a copy of this Agreement for your records.

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End User License Agreement (EULA) for ClaimEase Software

This End User License Agreement (the “Agreement” or “EULA”) is a legally binding contract between Elite Technical Care LLC, the owner and provider of the ClaimEase software (formerly known as ETC Practice) (“Licensor”), and you, the individual or entity using the ClaimEase software (“Licensee” or “you”). By installing, accessing, or using the ClaimEase software and any related services or documentation (collectively, the “Software”), you acknowledge that you have read and understand this EULA and agree to be bound by its terms. If you do not agree to these terms, you must not install or use the Software.

Introduction

This Agreement sets forth the terms and conditions under which Licensor provides Licensee a limited license to use the Software. It also outlines each party’s responsibilities, including compliance with healthcare privacy laws (HIPAA), data handling, and limitations of liability. HIPAA Compliance: Both parties acknowledge that the Software may be used to store or transmit Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 and its regulations (collectively, “HIPAA”). Each party agrees to uphold all applicable HIPAA requirements as detailed in this Agreement. Licensee is solely responsible for ensuring that its use of the Software complies with HIPAA and all other applicable laws. Licensor will provide the Software in a manner consistent with HIPAA obligations as further described below.

Effective Date: This EULA is effective as of the date Licensee first accepts or uses the Software, and will remain in effect until terminated as provided herein.

1. Grant of License

Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, and revocable license to install (if applicable) and use the Software solely for Licensee’s own internal business purposes in accordance with this EULA and any applicable subscription agreement. This License permits use of the Software only by Licensee (and Licensee’s authorized employees or agents, if Licensee is an organization) during the active subscription or license term. Licensee’s rights under this License are conditioned on timely payment of any subscription fees and compliance with all terms of this Agreement. No ownership is transferred: the Software is licensed, not sold, to Licensee, and Licensee acquires no title or ownership in the Software itself, only the right to use it as permitted by this EULA.

2. License Restrictions

Licensee shall not misuse the Software or violate the license grant. Except as expressly permitted by this Agreement or applicable law, Licensee agrees to the following restrictions on use:

• No Unauthorized Copying or Modification: Licensee shall not copy, reproduce, or modify the Software or any portion of it, except for making a reasonable number of backup copies or as permitted by law. Any authorized copies must contain the same proprietary notices as the original Software.

• No Reverse Engineering: Licensee shall not decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or programming interfaces of the Software, except to the extent that such restriction is expressly prohibited by applicable law.

• No Sublicense or Transfer: Licensee shall not rent, lease, lend, sell, sublicense, assign, or transfer the Software or any of Licensee’s rights under this Agreement to any person or entity without the prior written consent of Licensor. Any attempted transfer or assignment in violation of this clause is null and void.

• No Unauthorized Distribution: Licensee shall not distribute, publish, disclose, or otherwise make the Software (or any portion of it) available to any third party (except authorized users within Licensee’s organization for whom Licensee has obtained licenses) without Licensor’s prior written permission. (See Section 4 “Distribution” below for further clarity.)

• Lawful Use Only: Licensee shall use the Software only in compliance with all applicable laws and regulations. No Illegal or High-Risk Use: The Software shall not be used for any unlawful purpose, and Licensee shall not use it to store or transmit any material that infringes third-party rights or that is defamatory, obscene, or otherwise unlawful. In particular, Licensee shall not use the Software in any manner that would violate HIPAA or other privacy laws, or in a way that exposes PHI to unauthorized access.

• Security Measures: Licensee must not attempt to bypass or disable any security mechanisms in the Software. Licensee shall not remove, alter, or obscure any confidentiality, privacy, or security notices within the Software.

Any use of the Software outside the scope of the license grant or in violation of these restrictions will constitute a material breach of this EULA and may result in immediate termination of the license (see Section 10 “Termination”).

3. Ownership

The Software and all related intellectual property rights (including but not limited to all software code, databases, algorithms, content, logos, trademarks, and documentation) are and shall remain the sole property of Licensor (and/or its licensors or suppliers). By accepting this Agreement, Licensee acknowledges that all rights, title, and interest in and to the Software, including any updates, enhancements, modifications, or customizations (whether made by Licensor, Licensee, or any third party) are owned by Licensor.

Nothing in this Agreement shall be construed as a sale or transfer of ownership of any intellectual property or proprietary rights in the Software to Licensee. Licensee is granted only the limited rights explicitly stated in Section 1 (“Grant of License”) of this EULA. Licensor reserves all rights not expressly granted. Licensee shall not remove or alter any copyright, trademark, or proprietary notices on the Software or associated documentation.

If Licensee provides any suggestions, feedback, or recommendations to Licensor regarding the Software, Licensee agrees that Licensor is free to use and incorporate such feedback in the Software or other products, without payment or condition, and any resulting improvements to the Software shall be the property of Licensor.

4. Distribution

Except as expressly allowed in this Agreement, no distribution of the Software is permitted. This license is granted for Licensee’s internal use only. Licensee shall not distribute, release, publish, or otherwise disseminate the Software or any part of it to any third party without Licensor’s prior written consent.

• Internal Use by Authorized Users: If Licensee is an organization, it may permit its employees or contractors to use the Software on Licensee’s behalf, provided that each such user is bound by Licensee to abide by the terms of this EULA. Licensee is responsible for any use of the Software by persons it allows to access it, and any violation of this Agreement by any such persons will be deemed a breach by Licensee.

• No Public Distribution: Licensee shall not make the Software publicly available, whether by hosting as a service for third parties, uploading to a website, or including the Software in another product or service, unless explicitly authorized in writing by Licensor.

• No Transfer of License: Licensee may not transfer or assign the license to use the Software to any other entity (except as part of a permitted transfer of all Licensee’s business assets or with Licensor’s consent). Any attempted distribution or transfer in violation of this section is prohibited and shall be void.

This Section 4 is meant to emphasize that Licensee’s rights to use the Software are personal (or internal to Licensee’s organization) and limited to the scope of this Agreement. Any distribution or sharing of the Software beyond what is permitted herein constitutes an unauthorized use and is a breach of the EULA.

5. HIPAA Compliance

Both Licensor and Licensee have important obligations under HIPAA (the Health Insurance Portability and Accountability Act) when using the Software to handle Protected Health Information (“PHI”). The parties agree to the following with respect to HIPAA compliance:

• Licensor’s Responsibilities: Elite Technical Care LLC, as the provider of the Software, will implement and maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of any PHI that is received, maintained, or transmitted via the Software, in accordance with HIPAA’s requirements. Licensor will use or disclose PHI only as necessary to provide the Software’s services to Licensee or as otherwise permitted or required by law or by any applicable Business Associate Agreement (if one is separately executed between the parties). In the event Licensor becomes aware of any unauthorized access to or disclosure of PHI (a “security breach”), Licensor will promptly notify Licensee as required by HIPAA and cooperate with Licensee to address and mitigate the issue. Licensor acknowledges that, to the extent it is deemed a “Business Associate” of Licensee under HIPAA, it will comply with all applicable provisions of HIPAA that apply to Business Associates.

• Licensee’s Responsibilities: Licensee (which may be a HIPAA “Covered Entity” such as a healthcare provider, or another Business Associate downstream) is solely responsible for using the Software in a manner that complies with HIPAA and all other applicable privacy and security laws. This includes, without limitation, ensuring that any PHI entered into the Software is collected and disclosed to Licensor in compliance with HIPAA (e.g. obtaining any required patient authorizations or consents), managing user access to the Software so that only authorized personnel can view PHI, and maintaining the confidentiality of login credentials and account information. Licensee must not store or transmit via the Software any PHI for which Licensee does not have the necessary rights or consents. Licensee is also responsible for its own HIPAA compliance program, including implementing appropriate privacy and security policies and procedures for its workforce. If Licensee becomes aware of any security incident or breach of PHI related to the Software or Licensee’s systems, Licensee will promptly notify Licensor so that both parties can take appropriate action in compliance with HIPAA’s breach notification rules.

• Business Associate Agreement (if applicable): Insofar as HIPAA may require a formal Business Associate Agreement (“BAA”) between Licensor and Licensee, the parties agree to either treat the terms of this Section and Agreement as satisfying the core requirements of a BAA, or to execute a separate BAA that incorporates or supplements these provisions. In the event of any conflict between this EULA and an executed BAA regarding PHI handling, the terms of the BAA will control for PHI-related obligations.

• No Warranty of Compliance: Licensor will make reasonable efforts to ensure the Software’s features enable HIPAA-compliant usage (for example, providing access controls, encryption, audit logs, etc.), however, Licensor does not guarantee that Licensee’s use of the Software will automatically result in HIPAA compliance.Licensee is responsible for using the Software in a compliant manner and for any consequences of misuse. Licensee agrees that Licensor is not providing legal or compliance advice by offering the Software, and that Licensee will seek its own professional advice to ensure it meets its HIPAA obligations.

By using the Software, Licensee acknowledges its responsibility to comply with HIPAA in the use of the Software, and agrees to indemnify Licensor for any claims or losses arising from Licensee’s failure to comply with HIPAA or other applicable privacy laws in the use of the Software (see Section 9 “Indemnification”). Both parties agree to cooperate with each other as needed to fulfill any HIPAA obligations, such as assisting in breach investigations or allowing access to records as required by law.

6. Data Access, Backup, and Retention

Licensor and Licensee agree on the following terms regarding Licensee’s data (including PHI) within the Software, data backups, and retention:

• Access During Active License: Licensee will have access to all data that Licensee has entered into or stored in the Software (including any PHI and other client or patient data) only while Licensee’s license or subscription is active and in good standing. During the term of this Agreement, Licensee may access, view, and modify its data using the Software’s interface and features. Licensor is under no obligation to provide access to the Software or any stored data if the Licensee’s license has expired or been terminated for any reason. Therefore, it is the Licensee’s responsibility to ensure that critical data is exported or backed up prior to the termination or expiration of the license.

• Data Backup and Export: Licensee is responsible for backing up its own data. The Software includes built-in export and batch data retrieval tools that allow Licensee to export its data at any time during an active subscription. Licensee should use these tools regularly to create backups or archives of important information, and especially prior to any termination or extended service downtime. Licensor does not warrant or guarantee that data stored in the Software will never be lost or corrupted (see Section 7, Disclaimer of Warranties). While Licensor may perform routine backups on its systems for its own disaster recovery purposes, Licensee remains solely responsible for maintaining independent copies or backups of its data. Under no circumstances will Licensor be liable for any loss of data or failure to store or retrieve data, and Licensee is strongly advised to utilize the export features for its own protection.

• Data Export on Demand: At any time during an active subscription, Licensee may export its data using the Software’s export functionality. Licensor will not unreasonably interfere with or limit Licensee’s ability to export its own data. In the event Licensee faces any difficulty in exporting data, Licensor will provide reasonable assistance or support to enable Licensee to retrieve its data.

• Retention and Deletion After Termination: Upon termination or expiration of the license, Licensee will no longer have access to the Software or any data within it. Licensor may retain Licensee’s data for a limited period for legal, compliance, or operational purposes, but is not obligated to retain data longer than necessary. Licensee may request deletion of its data after termination. If Licensee provides a written request to delete all PHI or other personal data after the license ends, Licensor shall permanently delete such data from its systems within thirty (30) days of the request, or within any time frame required under HIPAA or other applicable law, whichever is shorter. (If applicable law requires Licensor to retain certain data for a longer period, Licensor will continue to safeguard that data as required by law and will delete it once the retention period ends.) Licensor will provide written confirmation to Licensee once the requested deletion is completed.

• Return of Data: If Licensee requests a final export of data upon termination, Licensor shall provide or make available to Licensee a one-time export of Licensee’s stored data in a standard format (using the built-in export tools or other reasonable means), provided such request is made within the active term or within a reasonable time after termination. After that, Licensor may delete the data as described above.

• Data Privacy and Security: Licensor will treat Licensee’s data, especially any PHI, in accordance with its Privacy Policy and the HIPAA compliance obligations in Section 5. Licensor will not disclose Licensee’s data to third parties except as permitted by this Agreement, required for support/services, or as required by law. Both parties agree to use appropriate safeguards to prevent unauthorized access to or use of the data.

Licensee acknowledges that maintaining data backups and exporting data as needed is Licensee’s responsibility. Licensor shall not be liable for any data that Licensee is unable to recover after termination if Licensee did not adequately back up or export such data during the term of the license.

7. Disclaimer of Warranties and Service Availability

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND.Licensor disclaims all warranties and conditions, express or implied, relating to the Software or its performance, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that may arise from course of dealing or usage of trade.

In particular, Licensor does not guarantee or warrant that the Software will meet Licensee’s requirements or that its operation will be uninterrupted, error-free, or continuously available. No Guaranteed Uptime: Licensee understands that the Software’s services may be occasionally unavailable for scheduled maintenance, updates, or unscheduled outages. Licensor makes no guarantee of any specific level of uptime or service availability. While Licensor will make reasonable efforts to maintain the availability of the Software and to schedule downtime for maintenance during off-peak hours, Licensor shall not be liable for any unavailability, slow performance, or data loss resulting from downtime, technical issues, or force majeure events.

No Warranty as to Results or Accuracy: Licensor does not warrant that the data, reports, or results that may be obtained from the use of the Software will be accurate, reliable, or complete. Any medical, financial, or legal decisions made by Licensee based on information from the Software are at Licensee’s own risk. Licensee is responsible for verifying any output from the Software and for maintaining alternative methods of performing any tasks that the Software is used for, in case of Software unavailability or errors.

Third-Party Components: If the Software includes or interfaces with any third-party software or services, Licensor makes no warranties on behalf of such third parties. Any third-party services (such as cloud hosting providers, clearinghouses, etc.) are outside Licensor’s control, and Licensor is not responsible for their performance or compliance.

No Other Promises: No oral or written information or advice given by Licensor, its representatives, or any third party shall create any warranty. Licensee has no right to make or pass on any representation or warranty on behalf of Licensor to any other person.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to Licensee to the extent prohibited by law. In such case, this EULA shall be interpreted to provide the maximum limitation or disclaimer of warranties allowed by applicable law.

8. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Licensor (Elite Technical Care LLC) or its affiliates, officers, employees, agents, suppliers, or contractors be liable to Licensee or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages whatsoever, arising out of or related to this Agreement or the use of (or inability to use) the Software. This exclusion of liability includes, without limitation, damages for lost profits or revenue, loss of data, business interruption, recovery of data, cover or substitute goods or services, loss of privacy, failure to meet any duty (including of good faith or reasonable care), or any other pecuniary or other loss whatsoever, even if Licensor has been advised of the possibility of such damages.

Cap on Direct Damages: To the extent any liability is not legally excludable, Licensee agrees that Licensor’s total cumulative liability for any claims, losses, or damages, whether in contract, tort (including negligence), or under any other theory of liability, shall not exceed the total amount of fees actually paid by Licensee to Licensor for the Software in the twelve (12) months immediately preceding the event giving rise to the claim. If Licensee has paid no fees (for example, if using a free edition or during a free trial), Licensor’s maximum aggregate liability shall be limited to US $100(one hundred U.S. dollars) or the minimum amount permitted by law, whichever is greater.

Allocation of Risk: The parties acknowledge that the fees (if any) charged for the Software reflect the allocation of risk set forth in this Agreement and that Licensor would not enter into this EULA without these liability limitations. Licensee acknowledges and agrees that the limitations of liability above are essential elements of this Agreement and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

Exceptions: Nothing in this Agreement shall limit or exclude Licensor’s liability for gross negligence, willful misconduct, or fraud, or for any liability that cannot be excluded or limited under applicable law (such as certain liabilities under product liability laws or data protection laws that cannot be disclaimed).

9. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor, its parent, affiliates, officers, directors, employees, agents, and representatives, from and against any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Licensee’s Breach or Misuse: Any breach of this Agreement by Licensee, or misuse of the Software by Licensee or by any person accessing the Software using Licensee’s credentials or accounts.

• Violation of Law or Regulation: Licensee’s use of the Software in violation of any applicable law or regulation, including but not limited to HIPAA, data protection laws, or other privacy laws. This specifically includes any claims or penalties arising from Licensee’s failure to safeguard PHI or other sensitive data, or failure to obtain necessary consents, while using the Software.

• Third-Party Claims: Any claim by a third party resulting from Licensee’s data or content input into the Software, or from Licensee’s business practices, that the use of such data with the Software infringes or violates the rights of a third party (such as intellectual property rights or privacy rights).

• Personal Injury or Property Damage: Any claim arising out of the nature of Licensee’s use of the Software (for example, in providing services to patients or clients) that results in personal injury, wrongful disclosure of information, or other damage, except to the extent caused by the Software failing to perform in accordance with this Agreement or by Licensor’s willful misconduct.

Licensor will: (i) promptly notify Licensee in writing of any such claim; (ii) permit Licensee to control the defense and settlement of the claim, provided that Licensee shall not settle any claim in a manner that admits fault or imposes obligations on Licensor without Licensor’s prior written consent (which shall not be unreasonably withheld); and (iii) cooperate with Licensee, at Licensee’s expense, in the defense of such claim. Licensor has the right to participate in the defense at its own expense with counsel of its choosing, but Licensee will have control of the defense and settlement as noted above.

This Section 9 shall survive any expiration or termination of the Agreement. Licensee’s indemnification obligations are intended to ensure that Licensee bears the costs of any harm or liability caused by Licensee’s own breach or unlawful use of the Software, thereby protecting Licensor from such costs.

(If Licensee is a governmental or public entity and is prohibited by law from entering into indemnification obligations, then the indemnification provisions of this Section 9 shall not apply to Licensee to the extent of such legal prohibition. In such case, any liability of Licensee to Licensor for breach of this Agreement shall be subject to any limitations and remedies provided by applicable law.)

10. Term and Termination

Term: This Agreement and the license granted herein commence on the Effective Date (when Licensee first uses or agrees to this EULA) and will continue for as long as Licensee has a valid, active subscription or license to use the Software, unless earlier terminated in accordance with this Section.

Termination by Licensee: Licensee may terminate this EULA at any time by ceasing all use of the Software and, if applicable, providing written notice of termination to Licensor. If Licensee has a subscription, termination may be subject to the subscription’s cancellation policy (e.g. end of the current billing period).

Termination by Licensor: Licensor may terminate this Agreement or suspend Licensee’s access to the Software immediately upon notice to Licensee if: (a) Licensee breaches any material term of this EULA (including non-payment of fees or any violation of the license restrictions, HIPAA compliance obligations, or confidentiality/security requirements) and fails to cure such breach (if curable) within ten (10) days after written notice from Licensor; or (b) Licensee becomes insolvent, makes an assignment for the benefit of creditors, or is involved in bankruptcy or insolvency proceedings that are not dismissed within sixty (60) days. Licensor may also terminate this Agreement for convenience by providing at least thirty (30) days’ advance notice to Licensee; in such case, if Licensee has prepaid fees for a term that extends beyond the termination date, Licensor will refund any unused portion of prepaid fees. Additionally, Licensor reserves the right to discontinue the Software or a portion thereof at any time (for example, if the product is being retired), but will use reasonable efforts to provide advance notice and an opportunity for Licensee to retrieve data as described in Section 6.

Effect of Termination: Upon termination or expiration of this Agreement for any reason, (i) all rights granted to Licensee under this EULA shall immediately cease, and Licensee must stop all use of the Software; (ii) Licensee shall, at Licensor’s option, permanently delete or destroy all copies of the Software and any confidential information or documentation provided by Licensor in Licensee’s possession or control, and certify such destruction to Licensor upon request; and (iii) Licensee will no longer have access to any data stored in the Software, so Licensee should export or back up any needed data prior to the termination date. Licensor is not obligated to provide any further access to the Software or Licensee’s data post-termination, except as provided in Section 6 (Data Access, Backup, and Retention) regarding final data export or deletion upon request.

No Liability for Termination: Except as otherwise expressly provided herein, neither party shall be liable to the other for damages solely as a result of terminating this Agreement in accordance with its terms. Termination shall not relieve Licensee of any obligation to pay any fees accrued or owed to Licensor prior to the effective date of termination.

Any provisions of this EULA which by their nature should survive termination (including, but not limited to, provisions relating to Ownership, HIPAA compliance, Data obligations, Warranty Disclaimers, Liability Limitations, Indemnification, Governing Law, and Dispute Resolution) shall survive the expiration or termination of this Agreement for any reason.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this EULA.

Jurisdiction: The parties agree that any legal suit, action, or proceeding arising out of or relating to this EULA or the use of the Software shall be brought exclusively in the state or federal courts located in Harris County, Texas, and each party submits to the personal jurisdiction of those courts for any such proceeding. Each party waives any objection to venue in such courts based on inconvenience or any other reason, to the extent permitted by law.

If Licensee is acquiring or using the Software outside of the United States, the above choice of law and venue shall apply to the maximum extent permitted. Nothing in this section shall restrict Licensor’s right to seek injunctive or equitable relief in any appropriate jurisdiction in the event of a breach (e.g. infringement of intellectual property or violation of confidentiality) that would cause irreparable harm.

12. Miscellaneous

Entire Agreement: This EULA (including any documents incorporated by reference, such as a Privacy Policy or Business Associate Agreement if applicable) constitutes the entire agreement between Licensor and Licensee with respect to the Software and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, regarding the Software. No additional or conflicting terms (such as those on a purchase order or Licensee’s standard terms) shall apply to the use of the Software unless expressly agreed in writing and signed by both parties. Licensee acknowledges that it has not relied on any representation, warranty, or statement not expressly set out in this Agreement.

Amendments: Licensor reserves the right to modify or amend the terms of this EULA from time to time. In the event of a material change, Licensor will provide notice to Licensee (for example, by email or by posting a notice upon login to the Software) and the updated Agreement will require acceptance for continued use of the Software. If Licensee does not agree to the revised terms, Licensee must stop using the Software. Except for updates made by Licensor as described above, no amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible to reflect the parties’ intent, and the remaining provisions of this Agreement shall remain in full force and effect. The invalidity or unenforceability of any particular provision shall not affect the other provisions, which shall be construed as if the invalid portion had not been included.

Waiver: No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or power preclude any further exercise of that or any other right. To be effective, any waiver of any provision or right under this Agreement must be in writing and signed by the party granting the waiver.

Assignment: Licensee may not assign, delegate, or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Licensor. Any attempted assignment or transfer in violation of the foregoing will be null and void. Licensor may freely assign or transfer this Agreement (for example, in the event of a merger, acquisition, or transfer of all or substantially all of Licensor’s assets or equity, or to any affiliate). Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

No Third-Party Beneficiaries: This EULA is intended for the sole and exclusive benefit of Licensor and Licensee, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. There are no third-party beneficiaries to this Agreement.

Force Majeure: Licensor shall not be liable for any failure or delay in performing its obligations under this Agreement (including any downtime or unavailability of the Software) if such failure or delay is due to causes beyond its reasonable control, such as acts of God, war, terrorism, civil unrest, government restrictions, strikes or labor disputes, failure of suppliers or internet service providers, power outages, or other force majeure events. In any such event, Licensor will use reasonable efforts to mitigate the impact and resume full performance as soon as practicable.

Notices: All notices required or permitted under this Agreement shall be in writing. Licensor may provide notices to Licensee via email to the address associated with Licensee’s account, via in-Software notifications, or via certified mail to Licensee’s provided contact address. Licensee must send any legal notices to Licensor at the following address (or any updated address Licensor designates in writing):

Elite Technical Care LLC

Attn: Legal Department (EULA Notice)

[Physical Address]

Licensee shall also send a copy via email to [Licensor’s official legal email] if provided. Notices shall be deemed given (a) if by hand or overnight courier, upon receipt; (b) if by mail, 3 business days after posting; or (c) if by email, upon transmission (provided no bounce or error message is received).

Relationship of the Parties: This Agreement does not create any joint venture, partnership, employment, or agency relationship between Licensee and Licensor. Licensee and Licensor are independent contracting parties. Neither party has any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect.

Headings: The section titles and headings in this Agreement are for convenience and reference only and have no legal or contractual effect. They shall not be deemed to limit or influence the interpretation of the clauses.

By installing, accessing, or using the ClaimEase Software, Licensee acknowledges that Licensee has read this EULA, understands it, and agrees to be bound by all of its terms and conditions. This Agreement may be executed or accepted in electronic form, and electronic acceptance or agreement (such as clicking “I Agree”) is binding equivalent to a handwritten signature.