TERMS OF USE AGREEMENT

The ChartX Services Agreement is an agreement between you and ChartX (or one of its affiliates) that governs your use of the ChartX platform and services.

ChartX is a web-based technology platform facilitating the exchange of records between a requestor of records and a provider that possesses requested records. The platform is designed with security in mind and in compliance with all HIPAA and privacy requirements. This document serves as the Terms of Use (the “Agreement”) that oversees how requestors of records use this platform.

ChartX Services.

1. Code of Conduct: You are accountable for your conduct and content when using the platform. By agreeing to these Terms, you’re agreeing that you will not violate the following rules:
   1. Do not do anything illegal or attempt to generate or share documents that would constitute a violation of the law.
   2. Do not engage in activity that is fraudulent, false or misleading.
   3. Do not engage in activity that violates the privacy of others.
   4. Do not hack or gain access that is contrary to the use of the platform.
   5. Do not inappropriately use the platform that is inconsistent with these terms. If you do not have credentials to enter the platform, do not use someone else’s credentials.
   6. Do not help others break these rules.
      
      
2. ChartX: ChartX is a technology platform that facilitates the transfer of records from providers to requestors. Requestors may voluntarily make requests for records, pay associated fees to providers and ChartX, track the status of the request, and receive records on the platform or via physical delivery. ChartX is a platform and does not own or control records that are being requested. The platform simply facilitates the exchange of records between parties.
   
   
3. Records: ChartX does not claim ownership rights for any Records (medical, billing, or imaging) that Provider(s) provide and makes no representations with respect to such Records, including the accuracy and completeness of the Records. If Provider cannot confirm existence of Records requested by Requestor, Requestor acknowledges that all Platform fees paid at the time of submission will be refunded by check within 30 days of refund request. Platform will retain Records for a period of 365 days from the date they are made available and make them accessible to the Requestor until the one-year anniversary of the upload date. Records will be purged after the one-year retention period.
   
   
4. Requestor: Requestor may be an insurance company, law firm, or other entity that has expressed permission from the patient to request specific records for a defined period. Requestor represents that it has the authority to enter into this Agreement as a Requestor, or on behalf of a Requestor and as authority to request records in writing.
   
   
5. Authorized Users: Requestor may allow its employees or independent contractors to use the ChartX platform on behalf of Requestor (“Authorized Users”). Requestor and Authorized Users shall immediately notify ChartX if Requestor or an Authorized User becomes aware of any violation of the terms of this Agreement. Requestor shall be liable for any breach of the Agreement by any Authorized User.
   
   
6. Provider: Provider may be a physician office, imaging center, hospital, or any medical facility or provider that is licensed in their state of operation.
   
   
7. Provider Fees: Provider(s) may impose charges for Records in connection with each request (the “Provider Fee”). The Requestor pays the Provider Fee via the Platform. ChartX does not set or have any control over the Provider Fees being charged by the Provider and passes the invoice to Requestor by way of the Platform. Any dispute Requestor has with the Provider Fee must be resolved with the Provider directly. States may impose rates on certain types of records and it is up to the Provider to comply with state regulations and statutes.
   
   
8. Transaction Fees: Providers acknowledge and agree that any Provider Fees collected through the Platform will be disbursed to the provider less any applicable transaction or processing fees incurred by ChartX in facilitating the payment. These fees may include, but are not limited to, credit card processing fees, bank transfer fees, or other payment gateway charges.
   
   
9. Platform Fees: ChartX shall impose charges for all requests executed on the Platform (the “Platform Fee”). The Platform includes a certain amount of storage at no additional charge. Requestor recognizes that Platform Fees are distinct from Provider Fees and are not subject to requirements set forth in statute. ChartX will also deduct from Provider Fees all such processing fees necessary to collect and disburse payments to Provider.
   
   
10. Payment Terms: All Fees shall be charged to the payment method provided by ChartX. Requestor agrees that it is solely responsible for payment of any Provider Fees. All fees are exclusive of all applicable sales, excise, use or similar taxes. Requestor shall pay such taxes to ChartX or as required by law or regulation.
    
    
11. Reservation of Right to Retain Feedback: If Provider submits comments, suggestions, or other feedback regarding the Platform (“Feedback”), Provider agrees that ChartX will be free to use such Feedback for any purpose.
    
    
12. Limitations on Availability: Provider uses the Service at its own initiative and is responsible for compliance with any applicable laws (Federal, State, & Local). ChartX may also impose limits on the use of or access to the Service as required by law.
    
    
13. Termination. This Agreement is effective until terminated by Provider or ChartX. Providers’ right to use or access the Service will terminate automatically without notice from ChartX if Provider fails to comply with any term(s) of this Agreement. Upon termination of the Agreement, the Provider shall cease all use of or access to the Service. Provider acknowledges and agrees that unless otherwise agreed in writing, ChartX may restrict, modify, or terminate Provider’s access to the Service.
    
    
14. Disclaimer of Warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY RECORDS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. CHARTX DOES NOT WARRANT AGAINST INTERFERENCE WITH REQUESTOR’S ENJOYMENT OF THE PLATFORM, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE PLATFORM WILL MEET REQUESTOR’S REQUIREMENTS, THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CHARTX OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
    
    
15. Limitation of Liability. IN NO EVENT SHALL CHARTX OR ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO REQUESTOR’S USE OR INABILITY TO USE THE PLATFORM, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CHARTX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CHARTX OR ITS AFFILIATES HAVE LIABILITY TO REQUESTOR FOR DAMAGES IN EXCESS OF THE GREATER OF THE AMOUNT OF TWENTY-FIVE DOLLARS ($25) OR THE AMOUNT REQUESTOR PAID FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO CERTAIN REQUESTORS.
    
    
16. Arbitration Agreement. This Agreement shall be interpreted and governed by the laws of the State of Texas without regard to its rules regarding conflict of laws. By signing this Agreement, ChartX and Requestor agree that any claim, dispute, or controversy arising from or relating to this Agreement must be resolved by arbitration. Texas laws and the Texas Rules of Evidence shall apply to the arbitration of proceedings. The arbitration will be determined by a single arbitrator who is mutually agreed upon by the Parties. If the Parties cannot agree on the individual arbitrator, then the arbitrator shall be selected according to the arbitration service chosen by ChartX.
    
    
17. Indemnification: Requestor shall indemnify, defend, and hold harmless ChartX and its directors, employees, agents, and distributors from and against all damages and liabilities (including reasonable attorneys’ fees) that arise from a third party’s claim resulting from (a) unauthorized use of the Service or any Records by Requestor or any Authorized User, (b) any Records accessed by Requestor or an Authorized User; (c) any activities of Requestor or an Authorized User through the use the Service, including without limitation any unauthorized disclosure made by Requestor or its Authorized Users; or (d) violation of the ChartX Terms of Service.
    
    
18. Severability: If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
    
    
19. Survival: Sections 8, 9, 14, and 15 shall survive the termination of this Agreement for any reason.
    
    
20. Two-Factor Authentication: ChartX highly recommends enabling Two-Factor Authentication (2FA) for increased security. By disabling or removing 2FA from your ChartX account, you acknowledge and accept the increased risk of unauthorized access and potential security breaches. 2FA is a critical security that provides an additional layer of protection beyond your username and password.
    
    
21. No Liability: In no event shall ChartX have any liability to Requestor(s) for any damages whatsoever, including but not limited to direct, indirect, special, incidental, punitive, or consequential damages, or damages based on lost profits, however caused and, whether in contract tort or under any other theory of liability, whether you have been advised of the possibility of such damages or not.
    
    
22. Intellectual Property Rights: We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services *collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”). Our Content and Marks are protected by copyright laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Services “AS IS” for your personal, non-commercial use or internal business purposes only.
    
    
23. Email Communications and Marketing: By providing your email address, you consent to receive transactional emails, service-related announcements, newsletters, marketing communications, and other promotional content from or on behalf of ChartX and its partners. Your email may also be used for internal analytics and marketing optimization purposes in accordance with our Privacy Policy. You may opt out of non-essential communication at any time by following the unsubscribe link in the email.
    
    
24. User Representations: By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (5) you will not use the Services for any illegal or unauthorized purpose; and (6) your use of the Services will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
    
    
25. Fee Changes: We may, from time to time, make changes to the fees and communicate any price changes to you in accordance with applicable law. This will only apply to platform fees and not fees assigned by various Providers.
    
    
26. Modifications and Interruptions: We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. We cannot guarantee that the Services will always be available. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without giving notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.