These Terms and Conditions (the "Agreement") are between Binsera C Corporation (the "Company", "Binsera", "we", "us") and the customer entity executing an order form or otherwise accessing or using the Services (the "Customer", "you").
By executing an order form that references this Agreement, or by accessing or using the Services, you agree to be bound by this Agreement.
1) Order Forms
Services are purchased through executed order forms (each an "Order Form"). Each Order Form will describe the services purchased (including any professional services and, if applicable, revenue cycle management services), pricing, subscription terms, and any special terms.
Each Order Form becomes part of this Agreement as of its effective date. Customer affiliates may also purchase under this Agreement by executing an Order Form and agreeing to be bound.
2) Software / Service
2.1 Rights to Use
During the term, Company grants Customer a non-exclusive, non-transferable (except as permitted below) right to access and use the Services, including related documentation and training materials provided by Company, solely for Customer’s internal business purposes. Customer is responsible for all user activity under its accounts.
2.2 Accounts and Security
Some features require accounts. Customer represents that information provided is accurate and will be kept current. Customer is responsible for maintaining security and confidentiality of credentials and for all activity under its accounts. Accounts may not be shared or transferred.
A license is required for each individual user accessing the Services. Sharing accounts or credentials to avoid licensing requirements is prohibited.
2.3 Acceptable Use and Restrictions
Customer will not (and will not allow any third party to):
- Resell, sublicense, lease, distribute, or provide access to the Services to third parties except authorized users acting on Customer’s behalf.
- Reverse engineer, decompile, disassemble, or create derivative works from the Services.
- Scrape, harvest, or extract data via “web scraping” / “screen scraping” or similar automated means.
- Upload unlawful, harmful, infringing, or defamatory content; or transmit malware or disruptive code.
- Use the Services for benchmarking or competitive analysis, or to build a competing product or service.
- Store data regulated by PCI DSS within the Services unless expressly agreed in writing.
- Allow anyone other than Customer’s employees/contractors/authorized users to access the Services.
2.4 Compliance Monitoring (License Verification)
Company may monitor usage to verify license compliance, including reasonable electronic checks. If an audit is performed, it will occur upon reasonable notice, during normal business hours, and no more than once per year. If Customer exceeds licensed usage, Customer will pay applicable additional fees based on the period of overuse.
2.5 Maintenance and Updates
Company may deploy updates, bug fixes, and upgrades to the Services. Such changes are part of the Services under this Agreement.
2.6 Customer Legal and Regulatory Responsibilities
Customer must use the Services in compliance with all applicable laws and regulations. Customer is responsible for clinical documentation accuracy, medical necessity, billing compliance, and payer rules. Customer will promptly notify Company of errors that may affect billing or reporting.
2.7 Suspension
Company may suspend access immediately to prevent security risk, service degradation, unauthorized use, or non-payment after notice. Company will restore Services as soon as reasonably practicable once the issue is resolved.
3) Customer Data
3.1 Ownership and License
Customer retains ownership of data and content submitted to the Services ("Customer Content"). Customer grants Company the right to host, process, transmit, and display Customer Content solely to provide the Services, subject to confidentiality obligations and any applicable Business Associate Agreement ("BAA").
Customer is responsible for the accuracy, legality, and integrity of Customer Content, and for maintaining backups. Company is not liable for loss or corruption of Customer Content except to the extent required by law or agreed in writing.
3.2 Data Import
If data import is included, Customer will provide data in formats specified by Company and within timelines agreed in the Order Form. Company may be unable to import improperly formatted or corrupted files or files containing malicious code.
3.3 Data Export
If export services are purchased, Company will provide export files using secure delivery methods. Export files are provided “as-is” and Company is not responsible for downstream use, errors, or third-party system compatibility.
3.4 AMA / CPT and Other Licensed Content
If the Services include licensed content (such as content from the American Medical Association), Customer’s use is subject to the applicable end user terms included with the Order Form or exhibits. Those terms may be updated as required by the content licensor.
3.5 Aggregated / De-identified Data
Company may collect usage metrics and may aggregate and analyze data for product improvement and operational analytics, provided it does not identify Customer or users and complies with applicable law and confidentiality obligations.
4) Third-Party Services
Customer may connect third-party services at its discretion and expense. Company is not responsible for third-party services, their availability, or their terms. If Customer enables integrations, Customer authorizes Company to exchange Customer Content as needed for the integration.
5) Revenue Cycle Management Services
If Customer purchases revenue cycle management services ("RCM Services"), additional terms may apply through an RCM addendum included with an Order Form or attached as an exhibit.
6) Intellectual Property
6.1 Company IP
Company retains all rights, title, and interest in the Services, including all related IP, trademarks, and copyrights, excluding Customer Content. No rights are granted except as expressly stated.
6.2 Feedback
If Customer provides feedback, suggestions, or ideas, Company may use them without restriction and without obligation, and Customer assigns any related rights to Company to the extent permitted by law.
7) Payment and Taxes
7.1 Fees and Invoicing
Fees are stated in the Order Form. Professional services (if any) may be invoiced at the Order Form effective date and must be paid before work begins. Usage fees (if any) are billed monthly in arrears.
Unless the Order Form states otherwise, invoices are due within 10 days. Late fees, returned payment fees, and interest on undisputed overdue amounts may apply as permitted by law.
7.2 Auto-Pay Authorization
Customer authorizes Company to charge the provided payment method for amounts due under this Agreement. Customer is responsible for keeping payment information current and notifying Company of changes in advance.
7.3 Upgrades and Downgrades
Subscription changes may become effective immediately. Unless required by law or stated in the Order Form, downgrades or removing licenses do not result in prorated refunds.
7.4 Taxes
Fees exclude taxes. Customer is responsible for applicable taxes unless Customer provides valid exemption documentation.
7.5 Travel (If Approved)
If travel is required for services, Customer must approve reasonable travel expenses in writing in advance. Customer is responsible for cancellation or change fees if approved travel is rescheduled or canceled.
8) Term and Termination
8.1 Term
This Agreement begins on the effective date of the initial Order Form and continues until all Order Forms expire or are terminated. Unless an Order Form states otherwise, subscriptions renew automatically for successive terms.
8.2 Termination
Either party may terminate at the end of a term by giving written notice as required by the Order Form. Either party may terminate for material breach if not cured within 30 days after written notice (if curable). Either party may terminate upon insolvency/bankruptcy events as permitted by law.
8.3 Effects of Termination
Upon termination: (a) Customer must stop using the Services; (b) Company may retain Customer Content for a limited period (e.g., 30 days) to allow export if applicable, and may then delete it per Company retention practices; (c) each party returns or destroys the other party’s Confidential Information subject to legal retention requirements; and (d) all unpaid, undisputed amounts become immediately due.
8.4 Non-Payment / Early Termination Charges (If Applicable)
If specified by an Order Form, additional charges may apply for termination due to non-payment or uncured material breach. Any such charges will be calculated as described in the applicable Order Form.
8.5 Survival
Sections intended to survive (including confidentiality, IP, payment, limitations of liability, and BAA obligations) will survive termination.
9) Confidentiality
“Confidential Information” includes non-public information disclosed by one party to the other, including product plans and pricing, and the Services themselves. Each party will protect the other’s Confidential Information with reasonable care and use it only as needed to perform this Agreement.
Confidentiality does not apply to information that is publicly available without breach, already known, independently developed, or lawfully received from a third party. Disclosures required by law may be made as permitted.
10) Disclaimers
The Services are provided “as is” and “as available.” Company does not guarantee uninterrupted or error-free operation, nor that all errors will be corrected. Company disclaims warranties to the maximum extent permitted by law.
11) Limitation of Liability
To the maximum extent permitted by law, Company will not be liable for indirect, incidental, special, consequential, or punitive damages. Company’s total liability is limited to fees paid by Customer in the three (3) months prior to the event giving rise to liability, unless the Order Form states otherwise.
12) Indemnification
Customer will defend and indemnify Company and its affiliates against third-party claims arising from Customer Content or Customer’s unlawful use of the Services.
13) No Medical Advice
The Services do not provide medical advice and are not a substitute for professional medical judgment, diagnosis, or treatment.
14) Publicity
Unless Customer opts out in writing, Company may identify Customer by name and logo as a customer in marketing materials. Company will process opt-out requests within a reasonable period (e.g., 30 days).
15) Assignment
Customer may not assign this Agreement without Company’s prior written consent, except as part of a permitted corporate transaction where allowed by law and the Order Form.
16) Notices
Notices must be in writing. Customer may send legal notices to: legal@binsera.com. Company may send notices to Customer contacts on file or in-product, where permitted.
17) Attorneys’ Fees
The prevailing party in a dispute is entitled to reasonable attorneys’ fees and costs where permitted by law.
18) Relationship of the Parties
The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
19) No Third-Party Beneficiaries
This Agreement benefits only the parties and does not create rights for third parties, except where an exhibit expressly states otherwise.
20) Equitable Relief
A breach of confidentiality or misuse of IP may cause irreparable harm, and the non-breaching party may seek injunctive relief.
21) Force Majeure
Neither party is liable for delays caused by events beyond reasonable control (excluding payment obligations).
22) Time Limit to Bring Claims
To the extent permitted by law, claims must be brought within the time period specified by the Order Form or, if not specified, within a reasonable period after the claim arises.
23) Export Compliance
Customer must comply with export and sanctions laws applicable to the Services and agrees not to export or allow access in violation of law.
24) Governing Law and Venue
This Agreement is governed by Delaware law (excluding conflict rules). The parties consent to exclusive jurisdiction and venue in federal courts located in Delaware, and waive jury trial to the extent permitted by law.
25) Severability; Waiver; Amendments
If a provision is unenforceable, it will be interpreted to best achieve its intent, and the rest remains in effect. Waivers must be in writing. Amendments must be in writing signed by both parties, except as allowed for updates below.
26) Entire Agreement; Order of Precedence
This Agreement, Order Forms, and exhibits (including the BAA, if applicable) are the entire agreement. If there is a conflict, the order of precedence is: (1) Order Form, (2) BAA, (3) RCM Addendum (if applicable), (4) these Terms.
Updates to These Terms
Company may update these Terms from time to time. Customer may reject updated terms by written notice within 30 days of the update. If Customer continues using the Services after that period, the updated terms are deemed accepted.