These Terms of Service ("Terms") form a binding agreement between Reviora Healthcare LLC, a Maryland-based managed service provider ("Reviora," "we," "us," or "our"), and the medical practice, clinic, or physician group entering into a Service Agreement with us ("Client," "you," or "your"). By signing a Service Agreement, submitting a signed Managed Outcomes Agreement, or otherwise engaging Reviora's services, Client agrees to be bound by these Terms.

Where these Terms conflict with a signed Service Agreement, Statement of Work, or Business Associate Agreement between Reviora and Client, the terms of that specific signed document control for that engagement.

Reviora provides Managed Service support for medical billing and revenue cycle management (RCM), delivered by credentialed human specialists and supervised by a dedicated Account Manager for every engagement. Services are organized under one or more of the following categories, as defined in Client's Service Agreement:

Services are delivered under Reviora's Guardian Service Tiers (Core, Complete, or Enterprise), scoped to Client's provider count and selected in the Service Agreement. Every account is assigned a named Account Manager and a dedicated RCM Specialist, who together own service quality and SLA accountability for that account.

Client agrees to support the engagement by:

Delays or inaccuracies in Client-supplied information that affect claim submission timelines, denial rates, or other performance measures are accounted for under the Benchmark Recovery Protocol described in Section 5 and do not constitute a breach of this Agreement by Reviora.

Service fees, the One-Time Admin Setup Fee, and any Add-On service rates are set out exclusively in Client's individual Service Agreement, issued following a consultation and scoping review. Reviora does not publish standardized pricing, as fees are structured to the provider count, service tier, and specialty scope of each engagement.

Invoices are payable under the terms stated in the Service Agreement. Late payment may result in suspension of non-critical services following written notice, subject to the notice periods specified in the Service Agreement. Continuity of active claims processing and AR follow-up already in progress at the time of any suspension will be handled in accordance with applicable payer and regulatory requirements.

Eligible Client engagements are supported by Reviora's Managed Outcomes Agreement (MOA), a set of contractual performance benchmarks covering Clean Claim Rate, First Pass Resolution Rate, Denial Rate, Days in Accounts Receivable, and Net Revenue Recovery. Specific benchmark figures, measurement methodology, and remedy terms are defined in Client's Service Agreement and the standalone MOA Benchmark Scorecard provided at onboarding.

The MOA performance clock begins at the conclusion of the 90-day onboarding ramp period, not at the date of contract signing, to allow for data migration, credentialing, and workflow stabilization.

If measured performance falls below agreed benchmarks for two consecutive monthly reporting periods, Reviora's Benchmark Recovery Protocol (BRP) activates automatically: Client's Account Manager initiates escalation within 48 hours, conducts a root-cause audit, and delivers a written corrective action plan. The BRP — not a unilateral exit right — is the contractual mechanism for addressing sustained performance gaps.

In the course of providing services, Reviora will access Protected Health Information (PHI) as a Business Associate of Client under the Health Insurance Portability and Accountability Act (HIPAA) and its implementing regulations. A separate, fully executed Business Associate Agreement (BAA) governs the permitted uses, disclosures, and safeguarding of PHI, and is incorporated into these Terms by reference for every active engagement.

Reviora maintains administrative, physical, and technical safeguards appropriate to the sensitivity of the data it processes, consistent with the HIPAA Security Rule. Both parties agree to report any suspected security incident or breach involving Client's PHI in accordance with the timelines set out in the BAA and applicable breach notification law.

Each party agrees to keep confidential all proprietary business information, pricing, and workflow documentation of the other party disclosed in connection with the engagement, using the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.

Service Agreements carry a minimum initial term as specified in the Service Agreement. Reviora's performance-backed model means that if agreed benchmarks are not met, Client's recourse runs through the Benchmark Recovery Protocol described in Section 5 — escalation, root-cause audit, and corrective action — rather than an immediate unilateral exit right.

Either party may terminate a Service Agreement for material, uncured breach following written notice and a cure period as specified in that Agreement. Upon termination, Reviora will support an orderly transition of billing operations, outstanding claims, and AR records back to Client or Client's designated successor, in accordance with the offboarding terms in the Service Agreement.

To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, consequential, special, or punitive damages arising from this Agreement, except in cases of gross negligence, willful misconduct, or breach of confidentiality/HIPAA obligations.

Each party agrees to indemnify and hold harmless the other party from third-party claims arising out of its own negligence, willful misconduct, or material breach of this Agreement, subject to the specific caps, carve-outs, and procedures set out in the Service Agreement.

Reviora provides services as an independent contractor and managed service provider. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Reviora and Client, or between Reviora and any Client patient. Reviora's billing and RCM personnel act under Reviora's direction and supervision and do not become employees of Client by virtue of this engagement.

These Terms and any Service Agreement entered into under them are governed by the laws of the State of Maryland, without regard to conflict-of-law principles. The parties agree to first attempt to resolve any dispute in good faith through their respective Account Manager and Client point of contact before pursuing formal dispute resolution as specified in the Service Agreement.

Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of government, or widespread system or network outages.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all assets.

Amendment. Reviora may update these Terms of Service from time to time to reflect operational, legal, or regulatory changes. Material changes affecting an active Client will be communicated in writing. Continued use of services after an update constitutes acceptance of the revised Terms.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.

Entire Agreement. These Terms, together with the applicable Service Agreement, Business Associate Agreement, and MOA Benchmark Scorecard, constitute the entire agreement between the parties regarding the subject matter herein.