Terms & Conditions

3.1 Covered Service Lines

MeBilling provides the following core service categories, as further described in the applicable Service Agreement:

• —End-to-End Revenue Cycle Management: Complete billing lifecycle including patient access, coding, claim submission, denial management, A/R follow-up, payment posting, and reporting
• —Revenue Recovery & A/R Optimisation: Old claims recovery, systematic A/R follow-up, denial management, and appeals and reconsideration services
• —Compliance & Risk Management: Billing and coding audit services, clinical documentation improvement, HCC/risk adjustment coding, and state reporting
• —Provider Lifecycle Management: Enrollment and credentialing across 90+ payer networks, CAQH/PECOS maintenance, revalidation monitoring, and payer contract alignment
• —Complex Claims & Dispute Resolution: Federal IDR proceedings under the No Surprises Act, injury claims management, claims negotiation, arbitration and mediation support
• —Financial Operations & Payment Accuracy: ERA payment posting, contractual allowable reconciliation, underpayment recovery, and financial reporting

3.2 In-House Performance

All services are performed exclusively by MeBilling's own employed workforce. MeBilling does not subcontract billing, coding, or PHI-handling functions to third parties. The Client acknowledges that this in-house model is a material feature of the services for which Client is contracting.

3.3 EMR Integration

MeBilling performs services within the Client's existing electronic health record and practice management system. The Client is responsible for maintaining the Client's own platform subscription, providing MeBilling with appropriate access credentials, and ensuring the system remains operational and accessible. MeBilling will take reasonable precautions to protect Client credentials and system access.

3.4 Service Modifications

Either party may request modifications to the scope of services by written notice. Modified services take effect upon execution of a written amendment to the Service Agreement signed by authorised representatives of both parties.

5.1 Business Associate Agreement

These Terms incorporate by reference the Business Associate Agreement executed between MeBilling and the Client. MeBilling will perform its obligations as Business Associate in compliance with the HIPAA Privacy Rule (45 CFR Part 164, Subpart E), the HIPAA Security Rule (45 CFR Part 164, Subparts A & C), the HIPAA Breach Notification Rule (45 CFR Part 164, Subpart D), and the HITECH Act (Pub. L. 111-5, § 13001 et seq.).

5.2 Texas Medical Records Privacy Act

MeBilling complies with the Texas Medical Records Privacy Act (Texas Health & Safety Code Chapter 181, H.B. 300) and all applicable requirements of Texas Health & Safety Code Chapter 182. Where Texas law imposes stricter requirements than federal HIPAA, MeBilling applies the more protective standard.

5.3 Coding Compliance

MeBilling will perform medical coding in accordance with official coding guidelines published by the American Medical Association (CPT), the National Center for Health Statistics (ICD-10-CM), the Centers for Medicare & Medicaid Services (ICD-10-PCS, HCPCS Level II), and applicable payer policies. MeBilling will not knowingly apply codes that do not accurately reflect documented services. The Client's responsibility for the accuracy of underlying clinical documentation is not diminished by MeBilling's coding role.

5.4 OIG Compliance Programme

MeBilling maintains an internal compliance programme consistent with the OIG Compliance Program Guidance for Third-Party Medical Billing Companies (OIG, 1998), which recommends that third-party billing companies adopt written compliance policies, employee training, audit mechanisms, and open lines of communication for reporting potential violations. Our programme includes annual compliance risk assessments and internal audit reviews.

6.1 False Claims Act

MeBilling acknowledges and strictly complies with the False Claims Act (31 U.S.C. §§ 3729-3733). MeBilling will not knowingly present or cause to be presented a false or fraudulent claim for payment to Medicare, Medicaid, or any other federal healthcare programme. The Client likewise represents that it will not instruct or pressure MeBilling to submit claims that Client knows to be false, inaccurate, or unsupported by clinical documentation. Both parties acknowledge that violations of the False Claims Act expose the violating party to civil penalties, treble damages, and potential criminal liability.

6.2 Anti-Kickback Statute

Both parties represent and warrant that they will not offer, pay, solicit, or receive remuneration, directly or indirectly, in exchange for referrals or for the ordering or recommending of items or services covered by federal healthcare programmes, in violation of the Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)). MeBilling's fee structure is based exclusively on the value of services rendered and is not calculated to generate referrals.

6.3 Stark Law

The parties will structure their arrangement to comply with the Physician Self-Referral Law (Stark Law) (42 U.S.C. § 1395nn), to the extent applicable. MeBilling's billing and coding services are provided under a written service contract that satisfies the applicable Stark Law exception for personal services arrangements, including the requirements that compensation be set in advance, not exceed fair market value, and not be determined in a manner that takes into account the volume or value of referrals.

6.4 Civil Monetary Penalties & Exclusion

MeBilling screens its workforce against the HHS OIG List of Excluded Individuals and Entities (LEIE) and the General Services Administration (GSA) System for Award Management (SAM) at the time of hire and on a monthly basis thereafter, consistent with OIG guidance. Client is responsible for performing similar exclusion screening for its own providers and notifying MeBilling promptly of any exclusion event.

6.5 Social Security Act Section 1128B

MeBilling will not engage in, facilitate, or knowingly assist in any conduct that constitutes criminal healthcare fraud as described under Social Security Act § 1128B, including knowingly making or causing to be made any false statement or representation of a material fact in any application for any benefit or payment under a federal or state healthcare programme.

8.1 Fee Structure

MeBilling's fees are set forth in the applicable Service Agreement and may be structured as: (a) a percentage of net collections for RCM services; (b) a flat fee per claim or per encounter; (c) a monthly retainer for defined service volumes; or (d) a project-based fee for audit, credentialing, or recovery engagements. The specific fee structure applicable to your engagement is documented in your executed Service Agreement.

8.2 Invoicing

MeBilling issues invoices monthly, typically within the first five business days of the following month, covering fees earned during the preceding calendar month. Invoices are delivered electronically to the Client's designated billing contact.

8.3 Payment Terms

Payment is due within 30 calendar days of the invoice date. Client may dispute any invoice in good faith by providing written notice to MeBilling within 15 days of invoice receipt, specifying the amount in dispute and the basis for the dispute. Undisputed amounts remain due on the standard payment schedule.

8.4 Late Payment

Invoices not paid within 30 days accrue interest at the rate of 1.5% per month (18% per annum) on the unpaid balance, consistent with Texas Finance Code provisions governing commercial transactions. MeBilling reserves the right to suspend services for accounts with undisputed invoices unpaid beyond 60 days, upon 10 days' written notice to Client.

8.5 Taxes

Client is responsible for any applicable sales tax, use tax, or excise tax imposed on MeBilling's services by any taxing authority, where such taxes are legally payable by the purchaser of the services. MeBilling will include applicable taxes on its invoices where legally required.

9.1 Mutual Confidentiality

Each party may receive confidential and proprietary information of the other in connection with the services. "Confidential Information" means any non-public information designated as confidential or that a reasonable party would understand to be confidential given the nature of the information and circumstances of disclosure, including: business processes, pricing, client lists, financial information, technical systems, and trade secrets.

9.2 Obligations

Each party agrees to: (a) hold the other's Confidential Information in strict confidence using at least the same degree of care it applies to its own confidential information (and in no event less than reasonable care); (b) use Confidential Information only to perform its obligations or exercise its rights under these Terms; and (c) not disclose Confidential Information to any third party without prior written consent, except to workforce members or advisors who need to know it and are subject to equivalent confidentiality obligations.

9.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the receiving party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided the disclosing party gives prompt written notice to the other party to the extent permitted by law.

9.4 Survival

Confidentiality obligations under this Section survive termination or expiration of these Terms and the Service Agreement for a period of three (3) years. PHI and ePHI confidentiality obligations are governed by the BAA and applicable HIPAA law and are not subject to any time limitation.

10.1 MeBilling's IP

All workflows, methodologies, processes, templates, software configurations, proprietary billing logic, and related materials developed by MeBilling in delivering services are the exclusive intellectual property of MeBilling Inc., protected by applicable copyright, trade secret, and other intellectual property laws. Client receives no ownership interest in MeBilling's proprietary methods, systems, or tools.

10.2 Client's Data

All clinical, financial, and operational data provided by Client, and all billing records generated by MeBilling on Client's behalf, remain the property of the Client. MeBilling holds this data as a custodian solely for the purpose of performing contracted services and will return or destroy it upon termination as required by the BAA.

10.3 Reporting & Analytics Outputs

Reports, dashboards, and analytical outputs produced by MeBilling for Client using Client's own data are owned by the Client for the purposes for which they were generated. MeBilling retains the right to use anonymised, de-identified aggregate data derived from its operations to improve its services, subject to compliance with HIPAA de-identification standards under 45 CFR § 164.514.

11.1 MeBilling Represents and Warrants That:

• —It is duly organised and validly existing under the laws of the State of Texas and has full authority to enter into and perform these Terms
• —It will perform services in a professional manner consistent with the standards of the healthcare billing and coding industry
• —It will maintain all certifications, licences, and credentials required to perform the contracted services, including AAPC certifications for its coding and auditing staff
• —It will screen its workforce against the OIG LEIE and GSA SAM exclusion lists prior to hire and on a monthly basis throughout employment
• —It will comply with all applicable federal and state laws governing healthcare billing, privacy, and data security, including HIPAA, HITECH, the False Claims Act, the Anti-Kickback Statute, the Texas Medical Records Privacy Act, and the No Surprises Act

11.2 Client Represents and Warrants That:

• —It is duly authorised to engage MeBilling's services and to provide MeBilling with the PHI and other information necessary to perform those services
• —All services for which billing is requested were actually rendered by qualified, licensed, non-excluded providers and are supported by adequate clinical documentation
• —No provider whose services MeBilling is asked to bill is currently excluded from participation in Medicare, Medicaid, or any other federal or state healthcare programme under 42 U.S.C. § 1320a-7
• —It will promptly notify MeBilling of any government investigation, qui tam action, or regulatory inquiry affecting Client's billing practices or any provider whose services MeBilling manages

12.1 Liability Cap

To the maximum extent permitted by applicable law, MeBilling's total aggregate liability to Client for any claims arising out of or related to these Terms or the services — whether in contract, tort (including negligence), or otherwise — shall not exceed the total fees paid by Client to MeBilling in the three (3) calendar months immediately preceding the event giving rise to the claim.

12.2 Exclusion of Consequential Damages

Neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or related to these Terms, including lost profits, lost revenue, or loss of business opportunity, even if the party has been advised of the possibility of such damages — except to the extent arising from: (a) a party's gross negligence or wilful misconduct; (b) a breach of confidentiality obligations; or (c) a HIPAA or data security violation causing actual harm.

12.3 No Guarantee of Collections

MeBilling's services are intended to optimise the billing and collections process. MeBilling does not guarantee any specific level of collections, revenue increase, denial reduction, or other financial outcome. Reimbursement decisions are made by payers based on clinical and administrative factors outside MeBilling's control, including payer policy, benefit design, medical necessity determinations, and network status.

13.1 Indemnification by MeBilling

MeBilling will defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against third-party claims, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from: (a) MeBilling's material breach of these Terms or the BAA; (b) MeBilling's wilful misconduct or gross negligence in performing services; or (c) MeBilling's violation of applicable law in a manner directly causing harm to Client, except to the extent any such claim arises from Client's own acts or omissions.

13.2 Indemnification by Client

Client will defend, indemnify, and hold harmless MeBilling and its officers, directors, employees, and agents from and against third-party claims, losses, damages, costs, and expenses arising from: (a) Client's material breach of these Terms; (b) the inaccuracy, incompleteness, or fraudulent nature of clinical documentation or information provided to MeBilling; (c) Client's submission of instructions that result in the filing of a false or unsupported claim; or (d) Client's violation of applicable law.

13.3 Indemnification Procedure

The party seeking indemnification must: provide prompt written notice of the claim; allow the indemnifying party to assume control of the defence (with counsel reasonably acceptable to the indemnified party); and provide reasonable cooperation in the defence, at the indemnifying party's expense.

14.1 Initial Term

The term of services is as specified in the applicable Service Agreement. In the absence of a specified term, services continue on a month-to-month basis from the date of first service delivery.

14.2 Termination for Convenience

Either party may terminate the services engagement for any reason by providing written notice as specified in the Service Agreement, which shall be no less than 30 days and no more than 90 days prior to the intended termination date, unless otherwise agreed.

14.3 Termination for Cause

Either party may terminate for material breach with 15 days' written notice if the breaching party fails to cure the breach within that 15-day period. MeBilling may also terminate immediately upon written notice if: (a) Client requests MeBilling to submit a false, fraudulent, or unsupported claim; (b) Client fails to maintain an executed BAA; or (c) a provider whose services MeBilling manages is placed on the OIG LEIE or federal exclusion list and Client fails to remove that provider from MeBilling's scope of services within 10 business days of notification.

14.4 Effect of Termination

Upon termination or expiration: (a) MeBilling will complete processing of all claims already in its workflow; (b) MeBilling will transfer all Client data, including billing records and reporting, to Client or a successor in an agreed format within 30 days; (c) all fees for services rendered through the termination date remain payable; and (d) confidentiality, data retention, dispute resolution, and limitation of liability provisions survive termination.

15.1 Good-Faith Negotiation

Before initiating formal proceedings, the parties will attempt in good faith to resolve any dispute through direct negotiation between designated senior representatives, for a period of at least 30 days after one party provides written notice of a dispute to the other.

15.2 Binding Arbitration

If the dispute is not resolved through negotiation, it will be submitted to binding arbitration in Houston, Texas under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitrator will be a single neutral arbitrator with demonstrated expertise in healthcare business disputes. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.3 Exceptions

Either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm, including to prevent imminent breach of confidentiality or data security obligations, without first exhausting the negotiation or arbitration process. Such relief does not waive the obligation to arbitrate the underlying dispute.

15.4 Class Action Waiver

All disputes must be brought by parties individually. Neither party may bring or participate in any class action, collective action, or representative proceeding arising from or related to these Terms.