BILLING INTELLIGENCE SERVICES AGREEMENT
THIS BILLING INTELLIGENCE SERVICES AGREEMENT this (“Agreement”) is entered into by and between Vivos Therapeutics, Inc. (“Vivos”) and the licensed dental or medical provider identified in the application and/or as described on the signature page to this Agreement (“Client” or “Provider”). This Agreement becomes effective on the date Client accepts this Agreement by clicking “Accept” or signing it (the “Effective Date”). Client’s access to the Billing Intelligence Services is contingent upon agreeing to Vivos’ End User License Agreement (“EULA”) for the use of the Vivos Aire02 Software, which is expressly incorporated into and forms a part of this Agreement. Nothing herein shall modify the terms and conditions of Vivos Provider Terms and Conditions if applicable to Client.
The Client seeks to engage in providing medical billing services through the Billing Intelligence Service Department (“BIS”) according to the terms herein. In consideration of the promises and covenants set forth herein, the parties agree as follows:
1. MEDICAL BILLING SERVICES
1.1. Client authorizes Vivos to provide medical claim preparation services for medical services billable to insurance plans (“Services”). Vivos will use commercially reasonable efforts based on information provided by Client. All patient information shall remain confidential and only disclosed to the extent necessary for claim processing.
1.2. Invoiced items are detailed for designated Medical Billing packages. BIS reserves the right to change and update packages. To cancel, change, or sign up for a new package, Client must provide written notice sixty (60) days in advance to medicalbilling@vivoslife.com.
CLIENT RESPONSIBILITIES.
2.1. Initial Credentialing.
2.1.1.Client will assist BIS in the setup process to establish initial credentialing status with third- party payors before Services commence.
2.2. Training.
2.2.1.Client agrees to participate in specified training programs directed by Billing Intelligence Service, subject to additional charges for missed training.
2.3. Documentation.
2.3.1.Client shall timely submit all necessary Documentation for each case billed by Client. BIS assumes no responsibility for unpaid claims resulting from the absence of necessary documentation.
2.4. Client Acknowledgement.
2.4.1.Client acknowledges ultimate responsibility for all claims submitted and must maintain original source documents. Vivos has no liability for claim denials.
2.4.2.BIS will not edit or change patient/provider-notated information or signed documents. BIS can edit diagnosis and procedure codes following billing guidelines, with any edits to be completed before Client’s document approval.
3. Recurring Billing Authorization.
3.1.1. Client certifies as the legal cardholder and authorizes Vivos to charge the indicated credit card monthly per BIS billing package. This authorization remains in force until canceled in writing by the Client with notice of changes or termination provided at least 60 days before the next billing date. Initial contract length is 120 days from BIS enrollment. Agreement will automatically renew each year without signing a new agreement.
3.1.2. If services are canceled, the account will be manually invoiced for any outstanding charges, and payment must be made via check, money order, wire, or the credit card on file with Vivos. Client agrees not to dispute recurring billing with the credit card issuer if the amount pertains to services rendered before cancelation.
4.AIRE O2 END USER LICENSE AGREEMENT
VIVOS THERAPEUTICS, INC. (“VIVOS”) OFFERS A NON-EXCLUSIVE, NON-TRANSFERABLE, NON- SUBLICENSABLE LICENSE TO ITS PROPRIETARY AIRE 02 SOFTWARE (“AIRE 02 SOFTWARE”). USAGE INDICATES ACCEPTANCE OF THE END USER LICENSE AGREEMENT (“EULA”). FAILURE TO AGREE RESULTS IN VIVOS DECLINING LICENSE GRANT.
4.1. LICENSE.
4.1.1.Vivos grants a limited, non-exclusive, non-transferable license to use the Aire O2 Software solely in connection with Vivos products and services under the Provider Terms or BIS Agreement. Copies of Aire O2 Software are prohibited. The Aire O2 Software may contain open-source software, subject to separate license terms. Users must not share their User ID.
4.2. PAYMENT.
4.2.1.Payment for Aire O2 Software usage shall follow the Provider Terms or BIS Agreement.
4.3. INTELLECTUAL PROPERTY RIGHTS.
4.3.1.Access to Aire O2 Software is licensed, not sold. Users must not remove or alter any copyright notices. This EULA does not grant rights to Vivos’ trademarks. Users must not use, copy, or distribute the Aire O2 Software, except as expressly permitted by this EULA.
4.4. DISCLOSURE AND USE RESTRICTIONS.
4.4.1.Users shall treat the Aire O2 Software as strictly confidential, using it only as prescribed by Provider Terms or BIS Agreement. Users shall not disclose or make the Aire O2 Software available to any entity or person beyond Authorized Users, with Users fully responsible for any breach.
4.5. TECHNICAL SUPPORT; ENHANCEMENTS.
4.5.1.Vivos will provide reasonable helpdesk technical support services. Vivos may, at its discretion, release new versions or enhancements to the Aire O2 Software.
4.6. TERMINATION.
4.6.1.Vivos may terminate this EULA immediately upon written notice of breach. Termination ceases all rights granted herein, requiring immediate discontinuation of Aire O2 Software use.
4.7. DISCLAIMER OF WARRANTIES.
4.7.1.Aire O2 Software is provided “as is,” with Vivos disclaiming all warranties, conditions, or terms. Vivos does not guarantee uninterrupted or error-free operation.
4.8. LIMITATION OF LIABILITY.
4.8.1.Vivos’ liability is limited to five hundred dollars, and Vivos disclaims liability for substitute products, services, or any indirect damages.
4.9. EXPORT PROHIBITION.
4.9.1.Aire O2 Software is subject to export control laws; users must comply with such laws.
4.10. DATA COLLECTION AND PRIVACY.
4.10.1. Vivos may collect anonymous statistics for analysis.Users agree to data collection and acknowledge responsibility for protecting confidential information.
4.11. GOVERNING LAW; WAIVER OF JURY TRIAL.
4.11.1. This EULA isgoverned by Colorado law. Disputes are subject to the exclusive jurisdiction of Colorado courts. Each party waives the right to a jury trial for controversies arising under this EULA.
4.12. AGREEMENT TO CONDUCT BUSINESS ELECTRONICALLY.
4.12.1. Users agree to conduct business electronically and acknowledge the binding nature of electronic signatures. Users must meet legal requirements for electronic record retention.
4.13. FORCE MAJEURE.
4.13.1. Vivos is not liable for failure or delay caused by Force Majeure Events.
4.14. GENERAL.
4.14.1. This EULA constitutes the entire agreement, may be incorporated into Provider Terms or BIS Agreement, and may not be modified except in writing. Failure to exercise any right does not constitute a waiver. Rights and remedies are cumulative. The EULA may not be assigned without Vivos’ written consent. Users acknowledge reading and accepting this EULA by signing below.
