General Terms and Conditions

READ CAREFULLY THE FOLLOWING GENERAL TERMS AND CONDITIONS, WHICH CONTAIN THE TERMS AND CONDITIONS BETWEEN THE CONTRACTING INFINX ENTITY PROVIDER DESIGNATED IN THE ORDER(S) ON BEHALF OF ITSELF AND ITS AFFILIATES (INCLUDING WITHOUT LIMITATION, ITS OFF-SHORE AFFILIATES WHICH INCLUDE INFINX SERVICES PVT. LTD., LOCATED IN INDIA AND INFINX HEALTHCARE PHILIPPINES, INC., LOCATED IN THE PHILIPPINES) (COLLECTIVELY, “INFINX”), AND THE BUSINESS OR OTHER ENTITY WHO IS ENTERING INTO THE ORDER(S) (“CUSTOMER”), REGARDING THE PROVISION AND USE OF INFINX OFFERINGS AS SET FORTH IN SUCH ORDER(S). BY ENTERING INTO AN ORDER UNDER WHICH CUSTOMER WILL BE GIVEN ACCESS TO AND/OR USE OF ANY INFINX OFFERINGS, CUSTOMER AND INFINX HEREBY ENTER INTO THESE GENERAL TERMS AND CONDITIONS AND ARE LEGALLY BOUND THEREBY. AS USED HEREIN, THE TERM “PARTY” SHALL REFER TO EITHER OF INFINX OR CUSTOMER AS THE CONTEXT SHALL DICTATE, AND THE TERM “PARTIES” SHALL REFER TO BOTH. THE PERSON EXECUTING THE ORDER(S) ON BEHALF OF CUSTOMER REPRESENTS AND WARRANTS TO INFINX THAT THEY HAVE FULL LEGAL AUTHORITY TO ACCEPT THESE GENERAL TERMS AND CONDITIONS AND THAT THEY AND CUSTOMER ARE NOT BANNED FROM ACCESSING OR USING THE INFINX OFFERINGS UNDER THE LAWS OF THE UNITED STATES OR ANY OTHER COUNTRY.

1. ACCEPTANCE OF TERMS.
   The Infinx Offerings are provided subject to acceptance without modification of all of the current terms and conditions contained herein (these “General Terms”). These General Terms shall be deemed to include all other operating rules, policies and procedures that are referred to herein, as they may be revised and in effect from time to time (collectively, the “Policies”), including without limitation, the Privacy Policy. These General Terms are in addition to (not in lieu of) any other agreement (whether in writing or clickwrap) that Customer enters into with Infinx (now or in the future) relating to the Infinx Offerings, including without limitation, any Order. Each applicable addendum (each, an “Addendum”) to these General Terms as set forth on https://www.infinx.com/terms-and-conditions-for-customer-agreements is hereby incorporated into these General Terms by reference and made a part hereof. If there is any conflict or inconsistency between any provision of these General Terms, an applicable Addendum and any Order, the following descending order of precedence shall control: the Order, the Addendum and these General Terms. If Customer does not agree to all of these General Terms, or if the person executing the Order is not eligible or authorized to enter into these General Terms, then Customer may not access or use the Infinx Offerings. COMPLETING THE REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ANY ASPECT OF THE INFINX OFFERINGS WILL CONSTITUTE ACCEPTANCE OF THESE GENERAL TERMS AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH CUSTOMER AGREES TO BE BOUND BY ALL OF THESE GENERAL TERMS, WITHOUT MODIFICATION.
2. DEFINITIONS.
   The following terms have the indicated meanings:
   1. “Billable Transaction” means: (i) for all types of prior authorization orders only, a Billable Transaction is equal to a single prior authorization request to a payer, and if such a single order includes multiple payers or requires multiple prior authorization requests to a payer, that order will be treated as multiple Billable Transactions; (ii) for all types of eligibility verification and benefit check orders only, a Billable Transaction is equal to a single eligibility and benefits verification request to a payer for each service type in the order and therefore if an order contains multiple service types or CPT codes that correspond to multiple service types, that order will be treated as multiple Billable Transactions; (iii) for all types of eligibility verification and benefit check + patient pay estimate orders only, a Billable Transaction is equal to a single combined eligibility and benefits verification and patient pay estimate request to a payer for each service type in the order and therefore if an order contains multiple service types or CPT codes that correspond to multiple service types, that order will be treated as multiple Billable Transactions; and (iv) for insurance discovery orders only, a Billable Transaction is equal to a single transaction request for insurance discovery.
   2. “Collected Revenue” means, with respect to Orders with percentage-based pricing, revenue actually received by or on behalf of Infinx for Customer, and which has been posted in Customer’s EMR system but not necessarily to a specific encounter, in a particular calendar month as well as any related revenue replacements (such as insurance proceeds) received by Customer during such month; provided, however that recoupments resulting from activity outside of Infinx’s control will not be deducted from cash collection totals.
   3. “Confidential Information” means all non-public information furnished by a Party to the other Party in performance of any Order or these General Terms that is clearly identified as confidential in writing at the time of disclosure or which reasonably should be considered as confidential from its nature or from the circumstances surrounding its disclosure or as otherwise considered confidential in accordance with applicable law. The terms of each Order shall be considered Confidential Information of Infinx. “Confidential Information” excludes PHI (which is governed by the terms of the BAA) and any information that (i) is or has become generally known to the public through no unlawful act of the recipient; (ii) was known to the recipient at the time of its disclosure by the discloser; (iii) was independently developed by the recipient without any use of Confidential Information; (iv) becomes known to the recipient from a source other than the discloser without breach of any Order or these General Terms and otherwise not in violation of the discloser’s rights; or (v) the recipient is legally compelled to disclose; provided that to the extent legally permissible the recipient shall give advance notice of such compelled disclosure to the discloser, disclose only such Confidential Information as is required by the governmental entity, and use commercially reasonable efforts to obtain confidential treatment for any such information disclosed.
   4. “Effective Date” means the effective date set forth on the applicable Order and if no date is so provided, the last date of execution of such Order.
   5. “Holidays” means: (i) for all Infinx Offerings except as provided from the Philippines, generally recognized US and Indian holidays (approximately 10 holidays in each calendar year); or (ii) for all Infinx Offerings provided from the Philippines, thirteen (13) calendar holidays; however, the Infinx team located in the Philippines will switch up to 8 of their holidays to match the Customer holiday list, and the remaining 5 (or more if less than 8 are switched) holidays will be considered “Holidays”. A list of the relevant holidays will be provided to Customer.
   6. “Infinx Offerings” means all offerings set forth in the applicable Order to be provided by Infinx to Customer, and all materials provided to Customer pursuant to such offerings.
   7. “Order” means a separate order form, quotation, sales acknowledgement, master services agreement or statement of work that is signed by Infinx and Customer or otherwise validly issued and accepted by which the Infinx and Customer agree upon the Infinx Offerings to be provided.
   8. “Production Services” means the Infinx Offerings set forth in an Order and further described in the Production Services Addendum to these General Terms which include the provision of certain designated services by Infinx for Customer such as information technology and business process outsourcing services, including without limitation healthcare billing, coding and revenue cycle management; provided that Production Services do not include the provision of SaaS Services.
   9. “SaaS Services” means the Infinx Offerings set forth in an Order that include the provision of access to and use of software on a remote basis, along with the technology platform used by Infinx to provide such remote access as well as related standard support, implementation, training, customization and integration services as further described in the SaaS Services Addendum to these General Terms and the relevant Order. As part of SaaS Services, Infinx may elect to also provide Software Tools (as defined below) for download and use by Customer to assist Customer in its use of the SaaS Services.
   10. “Software Tools” means all the object code version of downloadable software, scripts and HTML or similar codes, if any, that are provided by Infinx to Customer and intended by Infinx for Customer’s use in accessing and/or controlling the SaaS Services (such as, for example, in making queries and requesting reports).
3. SECURITY AND HIPAA COMPLIANCE.
   1. In order for Infinx to provide the Infinx Offerings to Customer, Customer may at times disclose to Infinx protected health information (“PHI”) governed by the Health Insurance Portability and Accountability Act of 1996, Pub. 104-191 (“HIPAA”), as amended, and the accompanying regulations promulgated thereunder at 45 C.F.R. Parts 160 and 164 and 45 C.F.R. Parts 160, 162 and 164, as amended, and regulations adopted thereunder by the U.S. Department of Health and Human Services as may be amended from time to time, and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) as may be amended from time to time (collectively, the “HIPAA Regulations”). Accordingly, in the event such disclosure is anticipated, Infinx and Customer hereby enter into the Business Associate Addendum set forth at https://www.infinx.com/terms-and-conditions-for-customer-agreements (“BAA”) in order to comply with the requirements of HIPAA and other governmental requirements. The BAA is considered an Addendum to these General Terms and is therefore hereby incorporated into and made a part thereof. To the extent Customer is a management service organization, group purchasing organization or otherwise enters into an Order with Infinx on behalf of Customer’s members or other related entities, Customer agrees that it will maintain business associate agreements directly with its members or other related entities in order to comply with HIPAA Regulations or other applicable law for the receipt by Infinx of any PHI. Further, in the event payors require Infinx to maintain a business associate or other agreement directly with Customer’s referring provider customers (e.g., in order to submit prior authorization or claims), Customer will cooperate with Infinx in obtaining such agreements. Infinx agrees that if it becomes aware of any breach or violation of patient privacy or security, or of any misuse of Customer’s patient data, originating from Infinx (or any of its personnel) or otherwise relating to the Infinx Offerings it will notify Customer without unreasonable delay.
   2. The Parties acknowledge that the HIPAA Regulations may be modified from time to time. The Parties specifically agree to take such action as necessary to implement the standards and requirements of the HIPAA Regulations and other applicable laws and regulations relating to the privacy and security of PHI. Further, the Parties acknowledge that pricing hereunder is based on legal requirements in effect on the Effective Date, and that compliance with additional or different legal requirements may result in changes of scope and pricing. Upon Customer’s request, Infinx agrees to enter into good faith negotiations with Customer concerning the terms of an amendment to these General Terms and/or the BAA embodying written assurances consistent with the standards and requirements of the HIPAA Regulations or other applicable laws and regulations relating to the privacy and security of PHI. If the Parties fail to reach such an amendment within ninety (90) days after commencement of negotiations, either Party may terminate these General Terms and all Orders by providing written notice to the other Party, effective sixty (60) days after the date of such notice.
   3. Compliance with Laws. By entering into these General Terms, the Parties specifically intend to comply with all applicable state and federal laws, rules and regulations, as they may be amended from time to time. In the event that any part of these General Terms or an Order is determined to violate federal, state, or local laws, rules, or regulations, the Parties agree to negotiate in good faith revisions to the provision or provisions which are in violation so as to remove such violation(s).
4. CONFIDENTIALITY.
   Except as required by law, a Party receiving Confidential Information of the other Party shall not disclose, and shall not permit to be disclosed, such Confidential Information to any third party, including disclosure of any data or document (in any form) that contains or reflects Confidential Information and including any analysis or derivative of the Confidential Information, other than as necessary to enforce its rights hereunder, or to perform or receive the Infinx Offerings as applicable, and in each such case the recipient may disclose the Confidential Information of the other Party to the recipient’s and its affiliates’ directors, officers, employees, financial and legal advisors, potential investors and investors, none of whom may be a competitor of the discloser, who need to know such information, all of whom recipient shall advise, in writing at or before the time of the disclosure, of the confidentiality and non-disclosure provisions no less restrictive than those contained herein, and recipient shall ensure their compliance with those provisions. Infinx is free to use all of Infinx’s ideas, know-how, approaches, methodologies, concepts, skills, tools, techniques, expressions, and processes, irrespective of whether possessed by Infinx prior to, or acquired, developed, or refined by Infinx (“Residual Knowledge”) during the term of these General Terms. It is not the intent of these General Terms or any Order to prevent Infinx from pursuing its stated business by independently creating and using such Residual Knowledge for the benefit of third parties; provided that Infinx does not disclose Customer’s Confidential Information.
5. PRIVACY.
   Infinx’s current Privacy Policy is available at https://www.infinx.com/privacy-policy/. Notwithstanding the foregoing, the terms of any BAA or similar agreement between the Parties shall govern and control to the extent of any conflict with the terms of the Privacy Policy.
6. COMPENSATION AND PAYMENT OF FEES.
   Customer shall compensate Infinx for the Infinx Offerings pursuant to the compensation terms set forth in the applicable Orders. Further, upon Customer written approval, Customer shall reimburse Infinx for all reasonable and documented travel expenses incurred in the performance of the Infinx Offerings. Such expenses may include, but are not limited to, transportation (e.g., airfare, train fare, mileage), accommodation, meals, and other related expenses. With respect to Infinx Offerings payable on a monthly per FTE basis, invoicing for each FTE will commence upon initiation of Customer training; provided that in the event of a significant delay in such training or login access caused by Customer, initiation of invoicing will occur on the applicable resource deployment date, and further Customer agrees to a reasonable timeframe of 4-6 weeks to meet any steady-state productivity benchmarks set forth in the applicable Order, and invoicing will continue during that period. With respect to healthcare Infinx Offerings payable as a percentage of Collected Revenue, Customer confirms that the percentage-based portion of this pricing is in accordance with the applicable laws, regulations and rules of each state(s) in which Customer renders services via health care providers licensed in such state, and that Customer does not currently provide related services at facilities located in New York. In the event that the percentage-based portion of this pricing is no longer permissible in any applicable jurisdiction, the Parties will work together in good faith to amend the relevant pricing. All payments to be made for the Infinx Offerings shall be made in United States Dollars via check, wire transfer, ACH or credit card (payments made using a credit card shall be subject to a three percent (3%) service fee). Except as set forth in an Order, Infinx will invoice Customer on a monthly basis and payment will be due within fifteen (15) days after receipt of the applicable invoice. If invoice is disputed, Customer must provide Infinx with written notice of the specific reasons for such dispute within three (3) business days after receipt of such invoice. Interest on any late payments for items on invoices which are not disputed in good faith shall accrue at the rate of one percent (1.0%) per month (but in no event in excess of the maximum rate permissible by law) during which any sums remain unpaid. Unless stated otherwise in the applicable Order, Infinx’s compensation is exclusive of all taxes, assessments, duties and similar items by whatsoever name called (other than those upon Infinx’s net income) and the same shall be borne by Customer. Unless otherwise specifically set forth in the applicable Order, any costs associated with software hosting, third party licenses or tools related to custom software services or implementations, if any, shall be borne by Customer. All rates and fees will be subject to adjustment at the end of the Initial Order Term and each Renewal Order Term based on increases in the Consumer Price Index–All Urban Consumers (CPI-U) as reported by the U.S. Bureau of Labor Statistics (San Jose metro area) (or any successor index) not to exceed 4% from any prior period pricing. Any partial calendar month’s flat fees will be calculated and billed on a proportional basis, based on 30-day months. If any payment is past due, Infinx shall have the right to take whatever action it deems appropriate (including without limitation, suspending or terminating Customer’s account or its access to and/or use of the Infinx Offerings). Customer agrees to reimburse Infinx for all reasonable costs (including attorneys’ fees) incurred in collecting payments. If any applicable law requires Customer to withhold amounts from any payments to Infinx: (a) Customer will complete such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Infinx with tax receipts evidencing the payments of such amounts; and (b) the sum payable by Customer upon which the deduction or withholding is based will be increased to the extent necessary to ensure that, after such deduction or withholding, Infinx receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Infinx would have received and retained absent the required deduction or withholding.
7. NON-SOLICITATION/NON-HIRE.
   Neither Party shall solicit for employment (except for general solicitations such as advertisements, job fairs, etc.), hire as employees or retain as independent contractors the other Party’s employees or independent contractors which have been involved in the performance or receipt of the Infinx Offerings until one (1) year after the end of the term of the relevant Order. In the event of any such employment or retention, the Party who hires or retains such a person shall pay to the other Party an amount equal to the greater of (a) two hundred percent (200%) of the prior annual total compensation of such employee, or (b) fifty thousand dollars ($50,000).
8. PROPRIETARY RIGHTS.
   Except for the limited rights and licenses expressly granted to Customer in an Order or these General Terms, no other license is granted, no other use is permitted and Infinx (and its licensors) shall own retain all right, title and interest (including all patent rights, copyright rights, trade secret rights, trademark rights and other intellectual property and proprietary rights) in and to the Infinx Offerings, including without limitation all materials provided to Customer by Infinx, and all derivative works of the foregoing. Unless otherwise expressly provided in an Order, Customer may only use the Infinx Offerings for its internal business use. All comments, inputs, suggestions, and feedback regarding or relating to any of Infinx’s products or services submitted by Customer to Infinx (“Feedback”) shall be considered Infinx’s property and Customer hereby assigns to Infinx, at no charge, all world-wide right, title and interest in copyrights and other intellectual property rights in and to the Feedback. Infinx shall be free to use and disseminate such Feedback on an unrestricted basis for any purpose in connection with its business, products and services. Infinx may modify any of the Infinx Offerings, in whole or in part, at any time without notice. Subject to its obligations in Section 4 above, Customer agrees that Infinx is free to use all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) related to the Infinx Offerings or acquired during provision of its obligations hereunder (including without limitation, that which it could have acquired performing the same or similar offerings for another customer).
9. TERMINATION.
   1. Term. The term of these General Terms shall begin on the earlier of the Effective Date or the first day that Infinx Offerings are performed for Customer, and shall continue until sixty (60) days after the later of the last date any Infinx Offerings are performed for Customer or the date that there are no Orders outstanding unless terminated as expressly permitted under these General Terms, including without limitation the relevant provisions of this Section 9. Unless otherwise set forth in the applicable Order, the term of each Order will begin on the Effective Date, have an initial term of two (2) years (the “Initial Order Term”) and will automatically renew for successive one (1) year terms (each a “Renewal Order Term”) thereafter unless terminated by either Party giving the other Party at least ninety (90) days written notice before the next effective renewal date.
   2. Termination for Default/Breach. In the event of a material default or breach of these General Terms or an Order by either Party, the other Party may terminate these General Terms and any outstanding Orders, by delivering written notice to the other Party describing the default/breach and such default/breach remains uncured thirty (30) days thereafter (except for defaults based on a failure to pay fees due hereunder which must be cured within five (5) business days).
   3. Termination for Bankruptcy. Either Party may terminate these General Terms and any outstanding Orders, immediately upon written notice to the other Party, in the event (i) that the other Party becomes insolvent or unable to pay its debt when due; (ii) the other Party files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against the other Party, such petition is not removed within ninety (90) days after such filing; (iii) the other Party discontinues its business; or (iv) a receiver is appointed or there is an assignment for the benefit of such other Party’s creditors.
   4. Surviving Sections. Upon the termination of these General Terms and any Orders for any reason, all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations), and Sections 1, 2, 4, 6, 7, 8, 9(d), 10, 11, 12, 14, 15 and 16 of these General Terms, and any other provisions whose survival is implied shall survive termination, and the Parties’ rights and responsibilities thereunder, shall remain in full force and effect. After termination or any continuous 3-month period of inactivity, Infinx has no obligation to maintain, transfer or export any Customer information, data or content to Customer or any other user or third party. The fees to be charged, if any, for any transfer or export (in report dump format) will be as quoted based on then-current rates.
   5. Suspension for Non-Payment. In the event of the failure of Customer to timely make any payments due hereunder, Infinx may suspend performance of all or any portion of the Infinx Offerings, including any effective Orders, by delivering written notice to Customer describing the failure and such failure remains uncured five (5) business days thereafter.
10. DISCLAIMER OF WARRANTIES.
    EXCEPT AS EXPRESSLY SET FORTH IN AN APPLICABLE ADDENDUM TO THESE GENERAL TERMS OR AN ORDER, THE INFINX OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. INFINX AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE INFINX OFFERINGS WILL BE SECURE, ERROR-FREE, UNINTERRUPTED OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE INFINX OFFERINGS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED.
11. LIMITATIONS OF LIABILITY.
    1. CUSTOMER AGREES THAT INFINX SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY UNAUTHORIZED ACCESS, ALTERATION OR USE OF CUSTOMER’S ACCOUNT, TRANSMISSIONS OR DATA, WHETHER ACCOMPLISHED VIA THE INFINX OFFERINGS OR CUSTOMER SYSTEMS.
    2. IN NO EVENT SHALL INFINX (OR ITS AFFILIATES, LICENSORS AND SUPPLIERS) BE LIABLE CONCERNING ANY SUBJECT MATTER RELATED TO THESE GENERAL TERMS, ANY ORDER(S) OR THE INFINX OFFERINGS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF AMOUNTS PAID TO INFINX BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE PRIOR 6-MONTH PERIOD, EVEN IF INFINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE GENERAL TERMS AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
    3. CUSTOMER ACKNOWLEDGES THAT, IN CONNECTION WITH THE INFINX OFFERINGS PROVIDED UNDER THESE GENERAL TERMS, INFORMATION SHALL BE TRANSMITTED OVER LOCAL EXCHANGE, INTEREXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES AND OTHER DEVICES OWNED, MAINTAINED AND SERVICED BY THIRD PARTY LOCAL EXCHANGE AND LONG-DISTANCE CARRIERS, UTILITIES, INTERNET SERVICE PROVIDERS, AND OTHERS, ALL OF WHICH ARE BEYOND THE CONTROL AND JURISDICTION OF INFINX. ACCORDINGLY, INFINX ASSUMES NO LIABILITY FOR OR RELATION TO THE DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE INFINX OFFERINGS PROVIDED UNDER THESE GENERAL TERMS.
    4. INFINX SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH REGARD TO ACTIONS OF THIRD PARTIES (OTHER THAN INFINX’S AFFILIATES AND SUBCONTRACTORS), INCLUDING BUT NOT LIMITED TO DISPUTES CONCERNING PAYMENT OF CLAIMS, ELIGIBILITY STATUS OF A PATIENT, AUTHORIZATIONS FOR CREDIT, DEBIT OR CHECK TRANSACTIONS, PRE-AUTHORIZATION, PRE-CERTIFICATION, OR OTHER PAYER-SUBMITTED INFORMATION. FURTHER, IT IS AGREED THAT THE DELIVERY OF MEDICAL TREATMENT AND PERFORMANCE OF ANY OTHER HEALTH RELATED SERVICES OR CLINICAL CARE SHALL BE THE SOLE RESPONSIBILITY OF CUSTOMER (AND IF APPLICABLE ITS CUSTOMERS), AND INFINX WILL HAVE NO LIABILITY RESULTING THEREFROM.
12. INDEMNIFICATION.
    Customer agrees to (a) defend Infinx and its affiliates, licensors and suppliers, and their employees, contractors, officers, directors and representatives (the “Indemnitees”) against any loss, damage, liability, including reasonable attorney’s fees and expenses incurred by any Indemnitee, or in connection with any claim or demand made by any third party, due to or arising out of any transaction or other dealings with any Customer user of Infinx Offerings or any other third party with which Customer is involved, Customer’s use or misuse of the Infinx Offerings, Customer’s breach of any of its representations, warranties or covenants under these General Terms (including each applicable Addendum) or any Order, or violation of the rights of any third party by Customer, including but not limited to intellectual property rights; and (b) indemnify and hold the Indemnitees harmless from settlement amounts as well as damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded and arising out of any such claim. Notwithstanding the foregoing, Infinx reserves the right, at Customer’s expense, to assume the exclusive control and defense (and settlement) of any matter for which Customer is required to indemnify the Indemnitees, and Customer agrees to cooperate, at its expense, with Infinx’s defense of such claims. Infinx will use reasonable efforts to notify Customer of any such claim, action, or proceeding which is subject to this indemnification within a reasonable period of time after becoming aware of it; provided that in the event Infinx fails to provide such notice, Customer will not be relieved of its obligations under this Section 12 unless Customer was actually prejudiced by such failure. Customer will not settle any claims without, in each instance, the prior written consent of the relevant Indemnitee(s).
13. INTERNATIONAL USE.
    Infinx makes no representation that the Infinx Offerings are appropriate or legally available for use in locations outside the United States, and Infinx may not access or use the Infinx Offerings from outside of the United States unless otherwise specifically provided in the applicable Order. Even in that case, Customer is prohibited from accessing or using the Infinx Offerings from territories from which doing so would be illegal. Accessing or using the Infinx Offerings from outside of the United States as specifically permitted under the applicable Order may only be done at Customer’s own risk and initiative, and Customer will be responsible for compliance with all local laws.
14. MEDIATION; ARBITRATION.
    If a dispute arises out of or relates to these General Terms, any Order or the Infinx Offerings, and if said dispute cannot be settled through direct discussions, the Parties agree to first endeavor to settle the dispute in an amicable manner by mediation administered by the American Arbitration Association under its Commercial Mediation Rules, before resorting to arbitration. Thereafter, any unresolved controversy or claim arising out of or relating to these General Terms, any Order or the Infinx Offerings shall be settled by binding arbitration administered by the American Arbitration Association, and judgment upon the award rendered by the sole Arbitrator may be entered in any court having jurisdiction thereof. Any mediation or arbitration conducted pursuant to this paragraph shall be held in Houston, Texas. A printed version of these General Terms (including for the avoidance of doubt any Addendum) and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these General Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Customer and Infinx agree that any claim or cause of action arising out of or related to these General Terms, all Order(s) and the Infinx Offerings must commence within one (1) year after the claim or cause of action arose; otherwise, such claim is permanently barred. These General Terms and all Order(s) shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflicts of law provisions. In the event of any conflict between US and foreign laws, rules and regulations, US laws, rules and regulations shall govern. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply. If for any reason, a dispute under these General Terms and/or an Order proceeds in court rather than mediation and arbitration as provided above, the dispute shall only be commenced and decided in the state and federal courts located in Santa Clara County, California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Notwithstanding any contrary term (including without limitation as provided in an Order), Customer is not authorized to use the Infinx Offerings in any jurisdiction that does not give effect to all provisions of these General Terms, including without limitation, this Section 14.
15. GENERAL PROVISIONS.
    1. These General Terms and the Order(s) are the entire agreement between Customer and Infinx with respect to the Infinx Offerings and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Infinx with respect to the Infinx Offerings. There shall be no force or effect to any different terms of any related purchase order or similar form (even if signed by the Parties after the Effective Date) unless the same is entered into under the terms of these General Terms and signed by Customer and Infinx. If any provision of these General Terms is found to be unenforceable, invalid or otherwise applicable laws, that provision will be limited or eliminated to the minimum extent necessary so that these General Terms will otherwise remain in full force and effect and enforceable.
    2. Customer’s rights and obligations under these General Terms and each Order are personal to Customer, and are not assignable, transferable or sublicensable by Customer except with Infinx’s prior written consent other than to its affiliated entities or to a successor-in-interest or surviving entity in connection with a sale, merger or acquisition. Infinx may assign, transfer, subcontract or delegate these General Terms, any Order and/or any or all of its related rights and obligations (including without limitation to entities and individuals located outside of the United States) without consent.
    3. All waivers, consents and modifications must be in a writing signed by both Parties, except as otherwise expressly provided herein. The failure of either Party to enforce its rights under these General Terms at any time or for any period (including without limitation, Infinx’s failure to enforce any use restriction) will not be construed as a waiver of such rights.
    4. No agency, partnership, joint venture, or employment relationship is created as a result of these General Terms or an Order, and neither Party has any authority of any kind to bind the other in any respect.
    5. Except as otherwise provided in Section 17 below, any notice, request, consent or approval required or permitted to be given under these General Terms (including for the avoidance of doubt under any Addendum) or any Order, or pursuant to law shall be sufficient if in writing, and if and when given or served by personal service, by certified return receipt requested or registered mail, postage prepaid, or by Federal Express or other nationally recognized commercial courier, charges prepaid, to the other Party at its address set forth in an Order. Any such communication shall be deemed to have been given upon the earlier of personal delivery thereof, three (3) business days after having been mailed as provided above, or one (1) business day after delivery through a commercial courier, as applicable.
    6. Infinx shall not refer to Customer in any sales media form, including, without limitation, in any advertising, publicity release, sales pitch or presentation, whether orally or in writing, without Customer’s prior written approval. Such reference would include, but not be limited to, a general reference or a specific reference to the name of Customer or that the services were provided to or on behalf of Customer.
    7. Except for payment obligations, neither Party will be in default or otherwise liable for any delay in or failure of its performance under these General Terms or an Order if such delay or failure arises by any reason beyond its reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, endemics, riots, failures or delay in transportation or communications, or any act or failure to act by the other Party or such other Party’s employees, agents or contractors.
    8. Except as specifically provided in Section 12, these General Terms has been entered into solely for the benefit of Customer and Infinx and are not intended to create any legal, equitable or beneficial interest in any third party, or to vest in any third party any interest as to enforcement or performance.
    9. Infrastructure Providers. Notwithstanding any contrary term in these General Terms (including any Addendum) or any Order, Customer is aware and agrees to the use of infrastructure services (for example, hosting) by a reputable infrastructure provider selected by Infinx. Customer agrees that Infinx cannot guarantee or ensure the performance of such infrastructure provider to the terms of these General Terms, any Addendum or the applicable Order, and Infinx’s liability in the event of a breach by such infrastructure provider is limited to the remedies specified in such infrastructure provider’s standard service agreement.
    10. The headings and captions of these General Terms are provided for convenience only and are intended to have no effect in construing or interpreting these General Terms. The language in all parts of these General Terms shall be in all cases construed according to its fair meaning and not strictly for or against Infinx or Customer. Customer hereby waives any and all defenses it may have based on the electronic form of these General Terms and the lack of signing by the Parties hereto to execute these General Terms.
    11. Infinx’s Liability Insurance. Infinx shall maintain at all times during the term hereof general liability/errors and omissions insurance coverage in the amount of not less than One Million Dollars ($1,000,000.00) per occurrence, and worker’s compensation insurance and any other coverage for itself and its employees, as required by law of the applicable jurisdiction. Infinx shall provide Customer a certificate of insurance of such coverage upon Customer’s request and shall notify Customer promptly of any cancellation of such policy.
    12. Prior Authorization Determinations. Infinx has no control over, and shall have no liability for: (a) the granting or denial of any prior authorization request submitted to any health-care plan, insurance provider, or any other party or payer, or for remitting, communicating or transmitting information or data provided or input by Customer, (b) acting upon or taking action consistent with pre-submission feedback or communications from any health-care plan, insurance provider, or any other party or payer, or (c) acting upon or taking action consistent with the most recent and/or aggregated policies, criteria, determinations, trends and/or methods of a given health-care plan, insurance provider, or any other party or payer standards with respect to specific types or categories of authorization submissions.
    13. Each Order may be executed by an exchange of original signatures, facsimile, or electronic image transmission (such as e-mail of a .pdf document or using electronic signature technology, e.g., via DocuSign or similar electronic signature technology), and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
    14. If any legal action is necessary to enforce or interpret these General Terms or an Order, including without limitation any arbitration proceeding, the prevailing Party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which such Party may be entitled. As used herein, the term “prevailing Party” means the Party who, in light of the claims, causes of action, and defenses asserted, is afforded greater relief.
16. COPYRIGHT AND TRADEMARK NOTICES.
    These General Terms provided by Infinx are copyright © 2019-2025 TIS International (US), Inc. and/or its licensors or suppliers. Infinx is a trademark of Infinx. Any rights not expressly granted herein are reserved. All notices of proprietary rights, including trademark and copyright notices, must appear on all permitted back up or archival copies made.
17. CHANGES.
    Infinx reserves the right, at its sole discretion, to modify or replace these General Terms (including any Addendum or Policy), in whole or in part, at any time. Infinx will use reasonable efforts to notify Customer in advance of any material change. Change notices may be communicated by postings at https://www.infinx.com/terms-and-conditions-for-customer-agreements and/or electronic mail, and in any case, Customer should periodically check these General Terms (including each Addendum and Policy) for changes. Continued use of the Infinx Offerings following notice of any change constitutes Customer’s acceptance of that change; provided that in the event Customer gives Infinx notice of objection to such change within thirty (30) days of its effective date, the Parties will enter into good faith discussions regarding the application of such change. These General Terms (and each Addendum) may not otherwise be amended, except by a written agreement executed by Customer and Infinx.

General Terms and Conditions, Version 1.0, Promulgated February 5, 2025.