Terms of Service

1. Introduction

These terms and conditions (this “Agreement”) will govern your (“Your” or “You”) use of the Medarch Platform, including eCareRCM and https://www.medarch.com (the “Website”) and any application(s), including updates, available on the Website (the “Application”), and the terms of service that apply to any of the services accessible through any such Application (collectively, the “Services”). As used herein, “We”, “Us”, and “Our” means Medarch, Inc. “Users” include both healthcare providers and/or healthcare facilities (“Healthcare Provider Users”) and their patients who are authorized to use Our Services (“Healthcare Provider Patient Users”).

BY ACCESSING AND/OR USING OUR WEBSITE, APPLICATION OR SERVICES, YOU CONFIRM THAT YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT AND ACKNOWLEDGE THAT IT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN US AND YOU (AND, IF RELEVANT, ANY ORGANIZATION ON WHOSE BEHALF YOU ARE ACTING). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR USE ANY APPLICATION OR SERVICE.

We reserve the right to change the terms of this Agreement from time to time and We will do Our best to notify you. By using the Services, you also agree to be bound by Our Privacy Policy, which is incorporated herein by reference.

2. Use of Services

2.1 Use by Healthcare Provider Users. Subject to payment of applicable fees and ongoing compliance with this Agreement, We grant Healthcare Provider Users a limited, revocable, non-exclusive, non-transferable, non-sublicensable authorization to access and use the Services solely for their own medical practice operational use.

2.2 Use by Healthcare Provider Patient Users. Subject to compliance with this Agreement, Patient Users are granted a limited, revocable, non-exclusive, non-transferable authorization to access the Application and patient interface features solely to communicate and interact with their applicable Healthcare Provider User.

2.3 Usage Limitations. The Services may be subject to limitations in Your agreement with Us. Users will not attempt to exceed or circumvent such limitations; doing so may result in suspension and overage charges.

2.4 User Content Standards. Any content you post (“User Content”) must comply with all applicable laws and must not: be defamatory, obscene, abusive, harassing, or otherwise objectionable; promote violence or discrimination; infringe intellectual property or others’ legal rights; deceive any person; promote illegal activity; impersonate any person; involve unauthorized commercial activities; or falsely imply endorsement by us.

3. Fees and Payment

Healthcare Provider Users shall pay the applicable fees specified in their agreement with Us. Fees for additional products or services are due no later than thirty (30) days from the date of invoice. Failure to timely pay constitutes a material breach. Amounts not paid when due bear interest at 1.5% per month or the maximum legal rate, whichever is less. All fees are nonrefundable.

4. Taxes

If any federal, state, local or foreign sales, use, property, value-added, excise or gross receipts taxes (other than Our income taxes) are imposed with respect to the Services, such taxes shall be billed to and paid by User.

5. Third Party Services

The Services may interoperate with third-party applications, products, or services (“Third Party Services”). User agrees to the terms on which such providers offer those services and is solely responsible for compliance with them. Medarch, Inc. expressly disclaims responsibility and liability for any claims or damages arising in connection with end-user interactions with Third Party Services. If a provider ceases to make a Third Party Service available, We may cease providing the related feature without refund, credit, or compensation.

6. Ownership, Proprietary Rights & Confidentiality

6.1 Intellectual Property. Medarch reserves all right, title and interest in and to the Services and related intellectual property. All enhancements, modifications, and derivative works (“Derivatives”) are owned by Us, except for User Data contained within them, which remains owned by User.

6.2 Restrictions. User shall not (i) modify or create derivative works based on the Services, (ii) reverse engineer the Services, or (iii) access the Services to build a competitive product, benchmark them, or copy their features, functions, or graphics.

6.3 Confidentiality & Healthcare Law Compliance. Each party agrees to hold the other’s Confidential Information in confidence during the term and for two (2) years after termination (longer for trade secrets). Each party shall comply with all applicable laws, including physician self-referral and anti-kickback laws and HIPAA. Healthcare Provider Users and Medarch agree to enter into a customary HIPAA Business Associate Agreement. We own and may use non-personally-identifiable data (excluding Protected Health Information) for research, quality control, product development, and other purposes.

6.4 Suggestions. Any suggestions or feedback you provide may be used by Medarch, Inc. on a royalty-free, worldwide, irrevocable, perpetual basis without obligation to you.

6.5 Copyright Infringement (DMCA). We respect intellectual property rights. To file a DMCA notice, provide the required information and send copyright infringement complaints to hello@medarch.com. There can be penalties for false claims under the DMCA.

7. Limited Warranty; Disclaimer; Indemnification

7.1 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDARCH, INC. AND ITS REPRESENTATIVES MAKE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, AND SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING ANY REPRESENTATION THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

7.2 Indemnification. User shall indemnify, defend and hold the Medarch Representatives harmless from and against any claims, losses, expenses (including legal expenses), damages or other liability incurred with respect to any breach of User’s obligations or any act or omission by User or its authorized users.

7.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDARCH’S AGGREGATE TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY US FOR USER’S SUBSCRIPTION DURING THE ONE (1) MONTH PRIOR TO THE CLAIM. IN NO EVENT SHALL THE MEDARCH PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

8. General Provisions

THESE TERMS AND THE USE OF THE SERVICES AND WEBSITE WILL BE GOVERNED BY NORTH CAROLINA LAW, NOTWITHSTANDING PRINCIPLES OF CONFLICTS OF LAW. ALL CLAIMS MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF MECKLENBURG COUNTY, NORTH CAROLINA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION IN SUCH COURTS. This Agreement constitutes the entire and exclusive agreement between You and Medarch, Inc. with respect to the Services and supersedes any other agreements. Our failure to enforce a provision is not a waiver. If a provision is found unenforceable, the remaining provisions remain in full effect. You may not assign your rights under this Agreement; We may assign Ours to any affiliate or successor. Medarch, Inc. and You are independent contractors.

Last Updated: December 18, 2025