Terms & Condition

1. Agreement to Terms

Welcome to PHORZEN LLC ("Company," "we," "our," or "us"). These Terms and Conditions ("Terms") govern your access to and use of our website, services, and software including PhorzenEMR and our revenue cycle management services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.

2. Services Description

2.1 Revenue Cycle Management Services

Phorzen provides comprehensive medical billing and revenue cycle management services including but not limited to:

• Claims submission and management

• Denial management and appeals

• Payment posting and reconciliation

• Patient collections

• Financial reporting and analytics

• Credentialing support

2.2 PhorzenEMR Software

PhorzenEMR is a cloud-based electronic medical records system designed for healthcare providers, offering:

• Patient record management

• Clinical documentation

• E-prescribing capabilities

• Appointment scheduling

• Patient portal access

• Billing integration

3. Eligibility and Account Registration

3.1 Eligibility

Our Services are intended solely for use by:

• Licensed healthcare providers

• Healthcare organizations

• Authorized representatives of healthcare practices

• Individuals who are at least 18 years of age

3.2 Account Registration

To access certain Services, you must create an account by providing accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials

• All activities that occur under your account

• Notifying us immediately of any unauthorized access or security breach

3.3 Account Security

You agree to:

• Use strong passwords and change them regularly

• Not share your account credentials with unauthorized parties

• Implement appropriate security measures at your organization

• Comply with all applicable healthcare security regulations

4. HIPAA Compliance and PHI

4.1 Business Associate Agreement

If you are a Covered Entity under HIPAA, our Services require execution of a separate Business Associate Agreement (BAA). The BAA governs our handling of Protected Health Information (PHI) and takes precedence over these Terms with respect to PHI.

4.2 Your HIPAA Obligations

You represent and warrant that:

• You are authorized to disclose PHI to us for the purposes of providing our Services

• You have obtained all necessary patient authorizations and consents

• You comply with all applicable HIPAA regulations and state privacy laws

• You will not use our Services in violation of HIPAA or applicable law

4.3 Data Security

We implement administrative, physical, and technical safeguards designed to protect PHI in accordance with HIPAA Security Rule requirements. However, no system is completely secure, and you acknowledge the inherent risks of electronic data transmission.

5. Acceptable Use Policy

5.1 Permitted Uses

You may use our Services only for lawful purposes and in accordance with these Terms. You agree to use our Services in compliance with:

• All applicable federal, state, and local laws

• HIPAA and HITECH regulations

• All other healthcare-related regulations

• Professional standards and ethics

5.2 Prohibited Activities

You agree NOT to:

• Use our Services for any illegal purpose

• Violate any healthcare laws or regulations

• Submit false or fraudulent claims to payers

• Access or attempt to access accounts or data belonging to others

• Introduce viruses, malware, or harmful code

• Reverse engineer, decompile, or disassemble our software

• Use our Services to harass, abuse, or harm others

• Interfere with or disrupt the Services or servers

• Remove or alter any copyright, trademark, or proprietary notices

5.3 Consequences of Violation

Violation of this Acceptable Use Policy may result in:

• Immediate suspension or termination of your account

• Legal action and liability for damages

• Reporting to appropriate authorities

• Denial of access to future Services

6. Payment Terms

6.1 Service Fees

You agree to pay all fees associated with your selected service plan. Fees are outlined in your service agreement or subscription plan and may include:

• Monthly subscription fees for PhorzenEMR

• Percentage-based fees for RCM services

• Setup and implementation fees

• Training and support fees

• Additional service fees as agreed

6.2 Billing and Payment

• Fees are billed according to your service agreement

• Payment is due within the timeframe specified in your invoice

• All fees are non-refundable except as required by law or as specified in your service agreement

• We accept payment via ACH, wire transfer, or other methods as agreed

6.3 Late Payment

Late payments may result in:

• Late fees as specified in your service agreement

• Suspension of Services until payment is received

• Interest charges on overdue amounts

• Termination of Services for non-payment

6.4 Fee Changes

We reserve the right to modify our fees with 30 days' prior written notice. Continued use of Services after fee changes constitutes acceptance of new fees.

7. Intellectual Property Rights

7.1 Our Property

The Services, including all software, content, trademarks, logos, and materials, are owned by Phorzen or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

7.2 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use our Services for your internal business purposes

• Use our software in accordance with your subscription plan

• Access and use documentation and training materials provided

7.3 Restrictions

You may not:

• Copy, modify, or create derivative works of our Services

• Sell, rent, lease, sublicense, or transfer our Services

• Use our trademarks or branding without permission

• Remove proprietary notices from our materials

7.4 Your Content

You retain ownership of all data, information, and content you submit to our Services ("Your Content"). You grant us a license to use Your Content solely to provide and improve our Services.

7.5 Feedback

If you provide feedback, suggestions, or ideas about our Services, we may use them without obligation or compensation to you.

8. Data Ownership and Usage

8.1 Your Data

You retain all rights to your patient data and practice information. We do not claim ownership of any data you input into our systems.

8.2 Our Use of Data

We may use de-identified, aggregated data for:

• Service improvement and analytics

• Research and development

• Benchmarking and reporting

• Marketing and business purposes

8.3 Data Portability

Upon request and subject to applicable fees, we will provide your data in a standard electronic format to facilitate transfer to another system.

8.4 Data Retention

• Active data is retained for the duration of your subscription

• After termination, data is retained for 90 days then archived

• Archived data is retained for 7 years for compliance purposes

• You may request earlier deletion subject to legal obligations

9. Service Availability and Support

9.1 Uptime Commitment

We strive to maintain 99.9% uptime for PhorzenEMR, excluding scheduled maintenance. Uptime guarantees are detailed in your Service Level Agreement (SLA) if applicable.

9.2 Scheduled Maintenance

We may perform scheduled maintenance with advance notice. We will make reasonable efforts to schedule maintenance during off-peak hours.

9.3 Support Services

Support is provided according to your service plan:

• Business hours: Monday-Friday, 9 AM - 6 PM EST

• Email support: support@phorzen.com

• Response times vary by service level

9.4 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services with reasonable notice. We are not liable for any modifications or discontinuation.

10. Warranties and Disclaimers

10.1 Limited Warranty

We warrant that our Services will perform substantially in accordance with our documentation under normal use. This warranty is valid for 90 days from first use.

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING:

• MERCHANTABILITY

• FITNESS FOR A PARTICULAR PURPOSE

• NON-INFRINGEMENT

• ACCURACY OR COMPLETENESS

• UNINTERRUPTED OR ERROR-FREE OPERATION

10.3 No Medical Advice

Our Services are tools for healthcare providers. We do not provide medical advice, diagnosis, or treatment. Healthcare decisions remain the sole responsibility of licensed providers.

10.4 Third-Party Services

We may integrate with third-party services (e.g., clearinghouses, payment processors). We are not responsible for the performance or reliability of third-party services.

11. Limitation of Liability

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM.

11.2 Exclusion of Damages

WE SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES

• LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES

• LOSS OF DATA OR INFORMATION

• BUSINESS INTERRUPTION

• CLAIMS BY THIRD PARTIES

11.3 Healthcare Decisions

You acknowledge that:

• You are solely responsible for all clinical and billing decisions

• Our Services are tools to assist, not replace, professional judgment

• We are not liable for healthcare outcomes or billing results

• You must verify all information before use

11.4 Exceptions

Nothing in these Terms limits liability for:

• Death or personal injury caused by negligence

• Fraud or fraudulent misrepresentation

• Breaches of HIPAA obligations under the BAA

• Matters that cannot be excluded under applicable law

12. Indemnification

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Phorzen, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of our Services

• Your violation of these Terms

• Your violation of any law or regulation

• Your violation of third-party rights

• Your negligence or willful misconduct

• Claims related to your patient care or billing practices

12.2 Our Indemnification

We will indemnify you against third-party claims that our Services infringe their intellectual property rights, provided you:

• Promptly notify us of the claim

• Give us control of the defense and settlement

• Reasonably cooperate with our defense

13. Termination

13.1 Termination by You

You may terminate your subscription at any time with 30 days' written notice. You remain responsible for all fees incurred before termination.

13.2 Termination by Us

We may suspend or terminate your access immediately if:

• You breach these Terms

• You fail to pay fees when due

• We are required to do so by law

• We cease offering the Services

13.3 Effect of Termination

Upon termination:

• Your right to access Services immediately ceases

• You must pay all outstanding fees

• You may request data export within 30 days

• Provisions that should survive termination remain in effect

13.4 Survival

The following sections survive termination: Data Ownership, Intellectual Property, Warranties and Disclaimers, Limitation of Liability, Indemnification, and Dispute Resolution.

14. Dispute Resolution

14.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@phorzen.com to attempt informal resolution. We will work in good faith to resolve disputes.

14.2 Binding Arbitration

Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator in Virginia.

14.3 Exceptions to Arbitration

Either party may seek injunctive relief in court to prevent irreparable harm. Small claims court actions are also permitted.

14.4 Class Action Waiver

You agree to resolve disputes individually, not as a class action or representative proceeding.

15. General Provisions

15.1 Governing Law

These Terms are governed by the laws of the Commonwealth of Virginia, United States, without regard to conflict of law principles.

15.2 Jurisdiction

Subject to the arbitration provision, courts located in Fredericksburg, Virginia have exclusive jurisdiction over any disputes.

15.3 Entire Agreement

These Terms, together with your service agreement and BAA, constitute the entire agreement and supersede all prior agreements.

15.4 Amendments

We may modify these Terms at any time by posting the revised Terms on our website. Continued use after changes constitutes acceptance. Material changes require 30 days' notice.

15.5 Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full effect.

15.6 Waiver

Our failure to enforce any provision does not constitute a waiver of that provision or any other provision.

15.7 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to any affiliate or successor.

15.8 Force Majeure

We are not liable for delays or failures due to causes beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, or internet/utility failures.

15.9 Notices

Notices must be in writing and sent to:

PHORZEN LLC
5800 Piney Glade Rd
Fredericksburg, VA 22407
United States
Email: legal@phorzen.com

15.10 Relationship

These Terms do not create a partnership, joint venture, agency, or employment relationship.

15.11 Third-Party Beneficiaries

These Terms do not confer rights on any third party except as expressly stated.

16. Contact Information

For questions about these Terms, please contact us:

PHORZEN LLC
Email: legal@phorzen.com
Address: 5800 Piney Glade Rd, Fredericksburg, VA 22407, United States

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.