JOPARI SERVICES TERMS AND CONDITIONS
These Jopari Services Terms and Conditions govern Customer’s use of the Jopari Services and are incorporated into and made a part of the Agreement if Jopari Services are included in the Order Form or otherwise agreed to in writing by the parties. All terms and conditions of the Agreement apply except to the extent expressly modified herein.
1. Jopari Services
1.1. Services Provided. Prompt will provide to Customer, during the Jopari Services Subscription Term, digital claim submission services for certain Workers Compensation and Automobile Medical Payers with a PWK (paperwork) segment attachment (such attachment, a “PWK Segment Attachment”) via the Jopari Solutions, Inc. (“Jopari”) clearinghouse (“Jopari Clearinghouse”; and any related Services as provided by Prompt under these Jopari Services Terms and Conditions, the “Jopari Services”). Customer will be required to submit claims processing requests intended for the Jopari Clearinghouse via Prompt’s billing interface, and Prompt will route such claims that Prompt determines are appropriate in its sole discretion to the Jopari Clearinghouse together with the applicable PWK Segment Attachment. Neither Customer nor any End User shall use the Jopari Services for any purpose except as provided in these Jopari Services Terms and Conditions. Customer acknowledges that the Jopari Services are Third-Party Services and that Jopari, and not Prompt, operates and administers the Jopari Clearinghouse and is the processor of the claims submitted to Prompt by Customer in connection with the Jopari Services. The Jopari Services may also be subject to additional terms and conditions provided by Jopari. Customer is solely responsible for complying with all Jopari terms and conditions provided to it in writing or to which it otherwise agrees to in connection with the Jopari Services.
1.2. Initial Setup Process. Prior to Customer being granted access to the Jopari Services, Customer will provide Prompt a list of Workers Compensation and Automobile Medical Payers that Customer desires to submit via the Jopari Clearinghouse during the initial setup process. Prompt will provide notice to Customer if any payers identified by Customer cannot be identified or mapped to the Jopari Clearinghouse. Prompt will notify Customer once Customer can commence using the Jopari Clearinghouse in connection with the Jopari Services, which will conclude the initial setup process (the process described in this Section, the “Initial Setup Process”).
1.3. Post-Setup Additional Payer Setup. After the Initial Setup Process is complete, if Customer desires to add additional payers to submit through the Jopari Clearinghouse, Customer must notify Prompt by emailing era@prompthealth.com and requesting additional payers to be added to the Jopari Clearinghouse. Within ten (10) business days of such request, Prompt will use reasonable efforts to either: (i) notify Customer of the completion of such request pursuant to this Section, or (ii) request additional information if Prompt and Jopari cannot properly identify and map a certain payer.
1.4. Proprietary Rights. As between Customer and Prompt, Prompt owns all right, title, and interest, including all intellectual property rights, in and to the Jopari Services, subject to Jopari’s (and its licensors’) rights in the Jopari Clearinghouse and its related technology and services. The foregoing includes, without limitation, all modifications, customizations, and enhancements, to the Jopari Services and/or Jopari Clearinghouse. Prompt reserves all rights not expressly granted to Customer in these Jopari Services Terms and Conditions. Except for the limited rights granted under these Jopari Services Terms and Conditions, nothing in these Jopari Services Terms and Conditions grants, by implication, waiver, estoppel, or otherwise, to Customer or any End User or other third party any intellectual property rights or other right, title, or interest in or to the Jopari Services (or any related Services) or any portion thereof.
1.5. Additional Requirements and Restrictions. Customer acknowledges and agrees that: (a) it will not modify the Jopari Services and/or Jopari Clearinghouse in any manner, (b) it will treat any technology used to provide and operate the Jopari Services and/or Jopari Clearinghouse as containing Jopari’s and/or Prompt’s proprietary and confidential information and trade secrets, (c) it will ensure that any individuals having access to the Jopari Services and/or Jopari Clearinghouse are advised of, observe, and comply with the provisions of the Agreement, including these Jopari Services Terms and Conditions, (d) the Jopari Services and Jopari Clearinghouse include a platform for the exchange of information between providers and payers, and that neither Jopari, nor Prompt, has control over, nor responsibility for, the actual information remitted by Customer, payers, or any other third party, via the Jopari Services and/or the Jopari Clearinghouse or the decisions Customer makes with respect to any claim, (e) any transaction for reimbursement submitted by Customer will be solely between Customer and the applicable claimant, (f) Customer shall be solely responsible for any errors or omissions in the information transmitted through the Jopari Services and/or the Jopari Clearinghouse, except for errors and omissions caused by Jopari or Prompt.
2. Term; Termination
2.1. Term. To the extent Prompt agrees in writing to grant access to Customer to the Jopari Services, Customer shall receive access to the Jopari Services until terminated in accordance with these Jopari Services Terms and Conditions (the “Jopari Services Subscription Term”).
2.2. Termination. Upon termination of the Jopari Services for any reason, Prompt will notify Customer when all payers provided under Section 1.2 and Section 1.3 hereto have been unrouted from the Jopari Clearinghouse.
3. Fees. Customer shall pay Prompt the fees for the Jopari Services set forth in the Order Form or as otherwise agreed to in writing between the parties. Prompt will invoice Customer for claims submitted by Prompt to the Jopari Clearinghouse on behalf of Customer in the prior month no later than the fifth (5th) day of each month. Customer will have ten (10) days from the date Prompt sends the invoice to Customer to pay the invoice.
4. Support. Notwithstanding any provision of the Agreement to the contrary, Section 2.2 (Implementation Services) of the General Terms and Conditions and Section 6 (Support and Maintenance) of the General Terms and Conditions shall not apply to the Jopari Services. However, Prompt will use commercially reasonable efforts to resolve technical issues adversely impacting Customer’s access to or use of the Jopari Services to the extent attributable directly to Prompt.
5. Indemnification. Customer agrees to indemnify and hold harmless Jopari and Prompt from and against any and all claims, demands, causes of action and judgements (including reasonable attorneys’ fees) (collectively, “Jopari Claims”) by any third party arising out of any infringement or claim for infringement of any United States patent, copyright, trade secret or other right or any other party based on the materials provided by Customer.
6. Disclaimer. CUSTOMER ACKNOWLEDGES THAT JOPARI IS SOLELY RESPONSIBLE FOR THE JOPARI SERVICES AND PROMPT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE JOPARI SERVICES AND ACCEPTS NO LIABILITY WITH RESPECT TO THEM, AND IF CUSTOMER USES THE JOPARI SERVICES, SUCH JOPARI SERVICES AND CUSTOMER’S USE OF THEM WILL ALSO BE SUBJECT TO ANY LICENSE AGREEMENTS, TERMS OF USE, PRIVACY POLICIES, AND/OR OTHER TERMS AND CONDITIONS REQUIRED BY JOPARI.