Production Services Addendum

BY ENTERING INTO AN ORDER UNDER WHICH CUSTOMER WILL BE GIVEN ACCESS TO AND/OR USE OF ANY PRODUCTION SERVICES, CUSTOMER HEREBY ENTERS INTO THIS PRODUCTION SERVICES ADDENDUM (THIS “ADDENDUM”) AND IS LEGALLY BOUND THEREBY. THIS ADDENDUM IS HEREBY ATTACHED TO AND MADE A PART OF THE GENERAL TERMS AND CONDITIONS (“GENERAL TERMS”) SET FORTH AT HTTPS://WWW.INFINX.COM/TERMS-AND-CONDITIONS-FOR-CUSTOMER-AGREEMENTS BY AND 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 PURCHASING BUSINESS OR OTHER ENTITY WHO IS ENTERING INTO THE ORDER(S) (“CUSTOMER”), REGARDING THE PROVISION AND USE OF PRODUCTION SERVICES AS SET FORTH IN SUCH ORDER(S). THE PERSON EXECUTING THE ORDER(S) ON BEHALF OF CUSTOMER REPRESENTS AND WARRANTS TO INFINX THAT THEY HAVE FULL LEGAL AUTHORITY TO ACCEPT THE TERMS OF THIS ADDENDUM AND THAT THEY AND CUSTOMER ARE NOT BANNED FROM USING THE PRODUCTION SERVICES UNDER THE LAWS OF THE UNITED STATES OR ANY OTHER COUNTRY. ALL CAPITALIZED TERMS USED IN THIS ADDENDUM BUT NOT DEFINED WILL HAVE THE SAME MEANINGS GIVEN IN THE GENERAL TERMS OR APPLICABLE ORDER. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS ADDENDUM, THE GENERAL TERMS AND THE ORDER, THE FOLLOWING DESCENDING ORDER OF PRECEDENCE WILL CONTROL: THE ORDER, THIS ADDENDUM AND THE GENERAL TERMS.

  1. PRODUCTION SERVICES.
    Infinx shall, on non-exclusive basis, provide for the benefit of Customer those Production Services set forth in the applicable Order. Customer acknowledges that Infinx may utilize certain third parties and affiliated entities, including without limitation, Infinx Services Pvt. Ltd., an Indian company and Infinx Healthcare Philippines, Inc., a Philippines company, to perform certain of the Production Services; provided, however, that Infinx shall remain responsible for the performance of, or the failure to perform, any of the Production Services by such third parties and their compliance with all other applicable provisions of this Addendum, the General Terms, the BAA and the applicable Order(s).
  2. PRODUCTION SERVICES PROVIDED ON A PER FTE BASIS.
    With respect to Production Services provided on a full time employee (“FTE”) basis, Infinx will deploy the agreed upon number of FTEs, the number of which initially anticipated will be set forth in the applicable Order. Infinx will use best efforts to provide flexibility to increase the number of FTEs within 2-6 weeks of advance notification. Infinx will work with Customer to accommodate any requested reductions in the number of FTEs, although Customer shall always be entitled to reduce the number of FTEs by up to 10% (rounded up to the nearest whole FTE) on at least 30 days’ notice. FTEs based in the United States and India will work 8 hours/day, 40 hours/week Monday-Friday except on Holidays, and FTEs based in the Philippines will work 7.5 hours/day, 37.5 hours/week Monday-Friday except on Holidays. Due to Customer business requirements (backlog clearance, special projects, volume inflow higher than anticipated, Customer technology issues, month-end closure, etc.), Customer may request overtime work (in excess of 7.5/8 hours on a business day as applicable, or any hours worked on Holidays or weekends) and if such work is agreed with Infinx in writing (including email), overtime rates will be charged at 1.75 times the applicable hourly rate (monthly rate for the FTE divided by the number of normal business hours in the subject month) for work performed in the United States and India and at 2 times the applicable hourly rate for work performed in the Philippines. Unless otherwise specifically stated in an Order, all pricing includes English speaking FTEs only, and rates for Spanish speaking FTEs are available upon Customer request.
  3. INFINX REPRESENTATIONS.
    Except during any Pilot Period(s) as defined and set forth in an Order, Infinx represents, warrants and covenants to Customer that: (a) the Production Services shall be performed in a good and workmanlike manner; (b) Infinx shall provide Customer with daily, weekly and monthly reports as agreed by the Parties; (c) the Production Services will be performed in a manner that is compliant with the HIPAA Regulations; (d) the work product resulting from the provision of Production Services hereunder (“Infinx Work Product”) shall not violate or in any way infringe, to Infinx’s knowledge, upon any third party intellectual or proprietary rights; (e) all Production Services will be performed by appropriately trained and experienced individuals who will be supervised in such a manner so as to maintain Infinx’s compliance with the requirements of this Addendum, the General Terms, the BAA and the applicable Order(s); (f) Infinx will comply with laws, rules and regulations applicable to Infinx in its performance of the applicable Production Services; and (g) neither Infinx or its employees providing Production Services to Customer (i) have been convicted of a federal health care crime, (ii) have been excluded from participation in any federal health care programs; or (iii) is currently under investigation or involved in any legal proceeding which may lead to such a conviction or exclusion. EXCEPT AS SET FORTH IN THIS SECTION 3, THE PRODUCTION SERVICES AND INFINX WORK PRODUCT ARE PROVIDED “AS IS” AND “AS AVAILABLE” 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.
  4. CUSTOMER REPRESENTATIONS.
    Customer represents, warrants and covenants to Infinx that: (a) Customer shall to the extent applicable: (i) provide system connectivity and user credentials, including without limitation connectivity support and user logins for all required systems such as claims billing system, Electronic Medical Records (EMR), etc., and comply with any terms or other requirements imposed by the third party providers of such solutions; (ii) provide a daily operations point of contact to coordinate training, setting up scope of work and user productivity expectations, standard operating procedure document assistance and approval; (iii) provide necessary IT support during Infinx operating hours to ensure timely delivery of the Production Services, and system latency and system downtime support which results in a significant volume backlog would be addressed mutually from a clearance plan perspective; and (iv) ensure the validity and correctness of all data provided by Customer, including that all records required to be signed were in fact signed or attested; (b) the data, materials and components provided by Customer to Infinx hereunder, including, without limitation, Customer’s software, methods, controls, codes and other embodiments of Customer’s intellectual property, shall not violate or in any way infringe upon any third party intellectual, privacy or proprietary rights; (c) Customer expressly consents to Infinx’s processing of personally identifiable information in accordance with this Addendum, the General Terms and the Privacy Policy, and that Customer has obtained from each person for whom Customer has provided any personally identifiable information to Infinx or its agents all legally required consents for the collection, storage, processing and transfer thereof; (d) Customer shall diligently review and assess the Infinx Work Product as it is provided to Customer and promptly provide feedback and requests for any necessary corrections or further reviews; (e) Customer will comply with laws, rules and regulations applicable to Customer and to the applicable Production Services; and (f) neither Customer, its employees or agents (i) have been convicted of a federal health care crime, (ii) have been excluded from participation in any federal health care programs; or (iii) is currently under investigation or involved in any legal proceeding which may lead to such a conviction or exclusion.
  5. QUALITY ASSURANCE.
    At all times Infinx will make reasonable efforts to respond to and cure all confirmed errors committed by Infinx or its agents in the performance of the Production Services. In addition, the Parties agree to meet no less often than once per quarter to review the overall quality of the Production Services, including, without limitation, a discussion of service level performance and accuracy, complaint handling procedures, and other topics as mutually agreed by the Parties. The Parties agree to share information and data sufficient to support all quality reviews. The Patient Access Production Services SLA Addendum, set forth at https://www.infinx.com/terms-and-conditions-for-customer-agreements and incorporated by this reference, provides certain service level guarantees and corresponding credits to Customer for Patient Access Production Services. For all other Production Services, in the event Infinx and Customer agree on any service level agreements or key performance indicators (“Non-Patient Access Production Services SLAs”): (a) Infinx will not be responsible or liable for any failure to achieve the agreed Non-Patient Access Production Services SLAs resulting from or attributable to and downtimes for scheduled maintenance, upgrades, and repairs or the following events and circumstances: (i) failures in any telecommunications services, networks or systems, (ii) Customer’s or any third party’s negligence, acts or omissions, (iii) any force majeure or other cause beyond Infinx’s reasonable control, or (iv) unauthorized access to the Production Services, breach of firewalls or other hacking unless resulting from Infinx’s gross negligence or willful misconduct; and (b) in the event Infinx fails to meet any of the agreed Non-Patient Access Production Services SLAs, as Customer’s sole remedy for such failure, Infinx will create and implement an improvement plan within 10 business days of Customer’s request.
  6. PROPRIETARY RIGHTS.
    Upon payment for the relevant Production Services, Infinx hereby grants to Customer a nonexclusive, worldwide, royalty free, irrevocable, perpetual license to use the Infinx Work Product for Customer’s internal business purposes; provided that this license does not include any software provided to or used by Customer which is instead licensed under the terms of the SaaS Services Addendum. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted, and Infinx (and its licensors) shall own and 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 Work Product and all derivative works thereof.
  7. PERSONNEL.
    Infinx retains the sole right to hire, discipline, evaluate and terminate its own employees and to set their hours, wages and terms and conditions of employment in accordance with law and Infinx’s obligations herein and in the applicable Order(s). All income, employment and other similar taxes required to be withheld and/or paid with respect to all Production Services will be timely paid by Infinx directly to the appropriate governmental agency. The employees, representatives or agents of Infinx are not entitled to and will not receive from Customer in connection with the Production Services any benefits normally provided by Customer to its employees.

Production Services Addendum to General Terms and Conditions, Version 1.0, Promulgated February 5, 2025.