2016-116-E Tax - ZirMed Inc. - elec. submission of patient claims, other ancillary EDI services, in-house ambulance billing & collection

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DocuSign Envelope ID:90B9D659-59OB-40CA-85C6-4FA2FEE9lF35 Z` I I I I I`1 11ulululul iq 1,111 '9616 NE E) 7. Privacy and Security. ZirMed has established and agrees to maintain physical, electronic and procedural safeguards that meet or exceed industry standards in the healthcare claims processing and financial services industries including HIPAA, HITECH and the Gramm-Leach-Bliley Act including all applicable regulations promulgated under such statutes. Customer acknowledges that account codes and passwords are critical elements to maintaining privacy and security and that Customer agrees to keep confidential and not to disclose to any third parties account codes or passwords issued to Customer by ZirMed.Accordingly, Customer assumes full responsibility for selection and use of codes or passwords as may be permitted or required by the particular Service involved. Customer shall be responsible to ensure that each user granted an account code and/or password: (a)is fully aware of all of the obligations under this Agreement and acts in accordance with them; and (b)maintains the secrecy and security of account codes and passwords, and does not disclose them to any other person or entity. Customer shall be responsible for any use or access to the Services by any person or entity accessing it through the use of a Customer account code and password,whether such access was authorized or not. The use of the account code and password assigned to any user shall be deemed to constitute the acts of such person, and ZirMed shall be entitled to rely upon the data input without any obligation to identify or otherwise verify any person who gains access to the Services by means of such account code or password. Customer acknowledges that transmission of confidential information outside of ZirMed's secure website may not be secure. Email, instant messaging or other forms of communication,should not contain confidential or personal information as these forms of communication cannot be assuredly secure and private. 8. Pricing and Payment.All charges for the use of Services("Charges")shall be billed to Customer monthly. Charges include monthly fees, license fees and transaction or usage fees as set forth herein. Transaction or usage fees shall be based on the amount of usage recorded by ZirMed's computer system,and the pricing in effect at the time of Customer's use of such Services. The prices for Services provided hereunder do not include sales, use, excise, value added, utility or similar taxes which may be applicable in the U.S. or at any other location. Consequently, in addition to the specified prices, the amount of any such present or further tax applicable to the provision of Services hereunder by ZirMed shall be paid by Customer(other than those taxes which are associated with the income of ZirMed), or Customer shall reimburse ZirMed for such taxes upon its receipt of billing therefore from ZirMed. If Customer claims an exempted status from any applicable tax, Customer shall provide ZirMed with a tax-exemption certificate acceptable to the taxing authorities. In addition, Customer acknowledges that ZirMed has no control over certain government-imposed fees and tariffs(e.g. postal increases or interchange fees)or if any change in the rules, regulations or operating procedures of any service supplier or any federal, state or local governmental agency or regulatory authority results in a cost increase.Any such increase shall become effective for Customer on the same day as the increase becomes effective as to ZirMed, or is otherwise incurred by ZirMed. All payments should be sent to ZirMed via US Mail or as otherwise agreed, to the address set forth on the invoice. Invoices are due within thirty(30)days of receipt. ZirMed offers various automated payment options including ACH and recurring billing. Customer may choose an automated payment option by contacting ZirMed's accounting department. Due to the high direct costs of some services, ZirMed restricts the use of purchasing cards, credit cards or debit cards to transactions totaling less than five thousand dollars($5,000)in a given month. Charges in excess of this amount will be subject to a convenience fee of three percent(3%). ZirMed reserves the right to charge Customer a$50.00 reactivation fee for frequent late payments resulting in disruption or deactivation in Service. Late payments(after 60 days)will be subject to a late fee equal to one and one-half(1.5%)per month or at the maximum interest rate allowable under applicable law,whichever is lower, of the overdue amount, except amounts disputed by Customer in writing in good faith within ten (10)days following receipt of the invoice. If any undisputed amount of any invoice remains unpaid,ZirMed may(without terminating this Agreement and reserving cumulatively all other remedies and rights under this Agreement and at law) suspend further Services and licenses to access the Services under this Agreement without further notice to Customer. Customer is responsible for all costs of collection including, but not limited to, collection agency fees and attorney fees. The information contained in this document is intended for the recipient and is considered confidential information. III RIVED 7