Terms of Service

1. Introduction

These terms and conditions (this “Agreement”) will govern your (“Your” or “You”) use of the Medarch Platform, including eCareComply, https://www.ecarecomply.ai, and https://www.medarch.com (the “Website”), and any application(s), including updates, available on the Website (the “Application”), and the terms of service that apply to any of the services accessible through any such Application (collectively, the “Services”). As used herein, “We”, “Us”, and “Our” means Medarch, Inc. “Users” include healthcare providers, healthcare facilities, ACOs, FQHCs, MSOs, and registries (“Healthcare Provider Users”) and authorized staff and consultants acting on their behalf.

BY ACCESSING AND/OR USING OUR WEBSITE, APPLICATION OR SERVICES, YOU CONFIRM THAT YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT AND ACKNOWLEDGE THAT IT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN US AND YOU (AND, IF RELEVANT, ANY ORGANIZATION ON WHOSE BEHALF YOU ARE ACTING). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR USE ANY APPLICATION OR SERVICE.

We reserve the right to change the terms of this Agreement from time to time and We will do Our best to notify you. By using the Services, you also agree to be bound by Our Privacy Policy, which is incorporated herein by reference.

2. Use of Services

2.1 Use by Healthcare Provider Users. Subject to payment of applicable fees and ongoing compliance with this Agreement, We grant Healthcare Provider Users a limited, revocable, non-exclusive, non-transferable, non-sublicensable authorization to access and use eCareComply solely for their own internal compliance, quality reporting, and operational use.

2.2 Use by Authorized Staff and Consultants. Subject to compliance with this Agreement, you may grant access to authorized staff and consultants acting on your behalf. You are responsible for their use of the Services and their compliance with this Agreement.

2.3 Usage Limitations. The Services may be subject to limitations in your subscription, including number of TINs, number of clinicians, number of submissions, and data ingestion volume. Users will not attempt to exceed or circumvent such limitations; doing so may result in suspension and overage charges.

2.4 Acceptable Use. You will not (i) use the Services to submit false or fraudulent measure results; (ii) circumvent CMS, registry, or payer submission rules; (iii) upload any content that is unlawful, infringing, harmful, or that you do not have the right to upload; (iv) attempt to interfere with or disrupt the Services; (v) attempt to gain unauthorized access to any part of the Services; or (vi) use the Services to develop a competing product.

3. Fees and Payment

Healthcare Provider Users shall pay the applicable fees specified in their order form or subscription agreement with Us. Fees are billed in advance based on the subscription tier selected (Practice, Group, or Enterprise) and any add-ons (additional clinicians, additional programs, premium support, custom registries, white-label). Fees for additional products or services are due no later than thirty (30) days from the date of invoice. Failure to timely pay constitutes a material breach. Amounts not paid when due bear interest at 1.5% per month or the maximum legal rate, whichever is less. All fees are nonrefundable except as required by law or as expressly stated in your order form. The 30-day free trial is offered subject to the trial terms presented at sign-up and may be modified or discontinued at any time.

4. Taxes

If any federal, state, local or foreign sales, use, property, value-added, excise or gross receipts taxes (other than Our income taxes) are imposed with respect to the Services, such taxes shall be billed to and paid by User.

5. Third Party Services

The Services interoperate with third-party applications, products, and services (“Third Party Services”) including but not limited to your EHR, clearinghouses, qualified registries, CMS submission endpoints, payer portals, accreditation bodies (e.g., NCQA), and identity providers. User agrees to the terms on which such providers offer those services and is solely responsible for compliance with them. Medarch, Inc. expressly disclaims responsibility and liability for any claims or damages arising in connection with end-user interactions with Third Party Services. If a provider ceases to make a Third Party Service available, We may cease providing the related feature without refund, credit, or compensation.

6. Ownership, Proprietary Rights & Confidentiality

6.1 Intellectual Property. Medarch reserves all right, title and interest in and to the Services, including the AI models, measure logic libraries, submission engines, rules engine, dashboards, and related intellectual property. All enhancements, modifications, and derivative works (“Derivatives”) are owned by Us, except for User Data contained within them, which remains owned by User.

6.2 Restrictions. User shall not (i) modify or create derivative works based on the Services, (ii) reverse engineer the Services, or (iii) access the Services to build a competitive product, benchmark them, or copy their features, functions, or graphics.

6.3 Confidentiality & Healthcare Law Compliance. Each party agrees to hold the other’s Confidential Information in confidence during the term and for two (2) years after termination (longer for trade secrets). Each party shall comply with all applicable laws, including the federal physician self-referral law (“Stark”) and anti-kickback statute, the False Claims Act, HIPAA, and state equivalents. Healthcare Provider Users and Medarch agree to enter into a customary HIPAA Business Associate Agreement. We own and may use non-personally-identifiable, de-identified data (excluding Protected Health Information) for research, benchmark, quality control, and product development purposes.

6.4 Suggestions. Any suggestions or feedback you provide may be used by Medarch, Inc. on a royalty-free, worldwide, irrevocable, perpetual basis without obligation to you.

6.5 Copyright Infringement (DMCA). We respect intellectual property rights. To file a DMCA notice, provide the required information and send copyright infringement complaints to legal@medarch.com. There can be penalties for false claims under the DMCA.

7. Limited Warranty; Disclaimer; Indemnification

7.1 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDARCH, INC. AND ITS REPRESENTATIVES MAKE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, AND SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING ANY REPRESENTATION THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY SPECIFIC SCORE, PAYMENT ADJUSTMENT, BONUS, OR REGULATORY OUTCOME WILL BE ACHIEVED. eCareComply assists with preparing submissions; the final responsibility for the accuracy and timely transmission of any submission to CMS, a registry, or a payer remains with the User.

7.2 Indemnification. User shall indemnify, defend and hold the Medarch Representatives harmless from and against any claims, losses, expenses (including legal expenses), damages or other liability incurred with respect to any breach of User’s obligations or any act or omission by User or its authorized users, including any submission of inaccurate or fraudulent measure data.

7.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDARCH’S AGGREGATE TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY US FOR USER’S SUBSCRIPTION DURING THE THREE (3) MONTHS PRIOR TO THE CLAIM. IN NO EVENT SHALL THE MEDARCH PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST INCENTIVE PAYMENTS, NEGATIVE PAYMENT ADJUSTMENTS, OR LOST PROFITS.

8. Term, Suspension, and Termination

This Agreement remains in effect for the duration of your subscription. Either party may terminate for material breach with 30 days’ written notice and an opportunity to cure. We may suspend access immediately if we reasonably believe your use of the Services threatens the security or integrity of the Platform or violates Section 2.4 (Acceptable Use). On termination, Sections 3 (Fees), 6 (IP & Confidentiality), 7 (Disclaimers, Indemnification, Liability), 8 (this Section), and 9 (General) will survive. We will retain submission evidence as required by the audit-retention provisions of the Privacy Policy.

9. General Provisions

THESE TERMS AND THE USE OF THE SERVICES AND WEBSITE WILL BE GOVERNED BY GEORGIA LAW, NOTWITHSTANDING PRINCIPLES OF CONFLICTS OF LAW. ALL CLAIMS MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF FULTON COUNTY, GEORGIA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION IN SUCH COURTS. This Agreement constitutes the entire and exclusive agreement between You and Medarch, Inc. with respect to the Services and supersedes any other agreements. Our failure to enforce a provision is not a waiver. If a provision is found unenforceable, the remaining provisions remain in full effect. You may not assign your rights under this Agreement; We may assign Ours to any affiliate or successor. Medarch, Inc. and You are independent contractors.

Last Updated: December 14, 2023