Payer Matrix Terms of Use

These terms and conditions of use (the “Terms”) govern your use of our online interfaces and properties (e.g., websites and mobile applications or portals) (collectively, the “Site”) as well as related services (collectively “Services”) available to users through the Site. The Site and Services are by Payer Matrix, LLC (“Payer Matrix,” “Us,” “Company”). By accessing this Site or using the Services in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to Payer Matrix, you agree to and are bound by the terms, conditions, policies and notices contained in the Terms.  From time to time, we may update this Site and these Terms.  Your use of this Site or any Services after we post any changes to these Terms constitutes your agreement to those changes.

These Terms provide that all disputes, controversies, or claims arising between you and PAYER MATRIX will be resolved by BINDING AND FINAL ARBITRATION, WHICH REQUIRE YOU TO GIVE UP CERTAIN RIGHTS. Please review the ARBITRATION AGREEMENT SECTION BELOW FOR DETAILS.

You must be at least 18 years old (or over the legal age of majority in your jurisdiction) to use the Site or the Services. By using this Site or Services, you represent and warrant that you meet the foregoing eligibility requirements.

NOT FOR EMERGENCIES; NO MEDICAL ADVICE

DO NOT USE THIS SITE OR OUR SERVICES FOR MEDICAL EMERGENCIES. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, PLEASE GO TO THE NEAREST EMERGENCY DEPARTMENT OR CALL 911. DO NOT DISREGARD OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF CONTENT YOU HAVE READ ON THIS SITE OR OBTAINED THROUGH OUR SERVICES. THIS SITE DOES NOT CONTAIN MEDICAL ADVICE AND WE DO NOT MONITOR THIS SITE OR COMMUNICATIONS FROM THIS SITE OR THROUGH OUR SERVICES FOR MEDICAL DIAGNOSTIC OR EMERGENCY HEALTH CARE PURPOSES.

PAYER MATRIX IS NOT A PROVIDER OF MEDICAL ADVICE, TREATMENT OR DIAGNOSIS. BEFORE YOU TAKE ANY ACTION THAT MAY AFFECT YOUR HEALTH OR SAFETY, PLEASE CONSULT WITH A HEALTHCARE PROFESSIONAL. ANY PATIENT-PROVIDER RELATIONSHIP BETWEEN YOU AND ANY PROVIDER WILL BE ESTABLISHED SEPARATELY AND DIRECTLY WITH SUCH PROVIDER.

Please also consult our Privacy Policy for a description of our privacy practices and policies. Our Privacy Policy is a part of these Terms, and you agree to our use and sharing of the information we collect about you as described here and in our Privacy Policy.

Certain features or services offered on our Site require you to open an account. You must complete the specified registration process by providing us with current, complete, and accurate information as requested by the applicable registration form/process. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data and any loss caused by your failure to do so is your responsibility. After you have fully completed the registration form, you may be asked to choose a password and a username. It is entirely your responsibility to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate any user ID, password, or other information which provides you access to the Site. Payer Matrix is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.

The following requirements apply to your use of the Site: (a) you will not use any electronic communication feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not use the Site for any commercial purpose not expressly approved by Payer Matrix in writing; (d) you will not email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication.

You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site. Violations of system or network security may result in civil or criminal liability. Payer Matrix will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.

Content on this Site that is provided by Payer Matrix and its affiliates, including certain graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, program names, slogans, and the compilation of the foregoing (“Payer Matrix Content“) is the property of Payer Matrix and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws.

You agree not to download, display or use any Payer Matrix Content located on the Site for use in any publications, in public performances, on websites other than this Site for any other commercial purpose, in connection with products or services that are not those of Payer Matrix, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Payer Matrix and/or its licensors, that dilutes the strength of Payer Matrix’s or its licensor’s property, or that otherwise infringes Payer Matrix’s or its licensors’ intellectual property rights. You further agree to in no other way misuse any Payer Matrix Content or third-party Content that appears on this Site.

The use of Payer Matrix mobile application (“App”) requires use of a mobile device and wireless mobile data service, which must be obtained from your wireless carrier, and may require Internet access, which must be obtained from your service provider; you are responsible for obtaining and paying for such additional services and obtaining a suitable device, including without limitation all usage charges related thereto. You are required to send and receive, at your cost, electronic communications related to the App, including without limitation, administrative messages, service announcements, diagnostic data reports, and App updates, from Payer Matrix, your mobile carrier or third-party service providers. If you do not have an unlimited wireless mobile data plan, you may incur additional charges from your wireless service provider in connection with your use of the App. You are solely responsible for obtaining any additional subscription or connectivity services or equipment necessary to access the App, including but not limited to payment of all third-party fees associated therewith, including fees or information sent to or through the App. Payer Matrix does not warrant that the App will be compatible with your mobile device. If you download the App, with your permission, we may also push notifications to your device. You will be able to opt-out of push notifications in your device’s settings.

This Site or Services may contain hyperlinks to sites not maintained by or related to Payer Matrix. Hyperlinks are provided as a service to users and are not sponsored by or affiliated with this Site or Payer Matrix, and Payer Matrix makes no representations or warranties about the content, completeness, or accuracy of those third-party sites. Information you submit at a third-party site accessible from this Site is subject to the terms of that site’s privacy policy, and Payer Matrix has no control over how your information is collected, used, or otherwise handled.

THIS SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THIS SITE OR ANY INFORMATION OR SOFTWARE THEREIN. Payer Matrix makes no representations about the reliability of the features of this Site, Payer Matrix Content, or any other Site feature, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. Payer Matrix makes no representations regarding the amount of time that any Payer Matrix Content will be preserved.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND LINKED WEBSITES. PAYER MATRIX DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL PAYER MATRIX BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THIS SITE, NOR SHALL PAYER MATRIX BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND PAYER MATRIX’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE’S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL PAYER MATRIX OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGE OF ANY KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, EVEN IF PAYER MATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

YOU MAY HAVE THE ABILITY TO DOWNLOAD YOUR DATA FROM THE APPLICATION (FOR EXAMPLE, TO A PERSONAL DEVICE) AND SHARE SUCH DATA WITH THIRD PARTIES. ANY SUCH ACTIONS TAKEN BY YOU TO DOWNLOAD AND DISTRIBUTE DATA OUTSIDE THE APPLICATION, INCLUDING IN A MANNER THAT CIRCUMVENTS THE INTENDED USE OF THE SERVICES, ARE DONE AT YOUR OWN RISK AND RESPONSIBILITY. PAYER MATRIX DISCLAIMS ALL LIABILITY ARISING FROM ANY USE, DISTRIBUTION, OR SHARING OF DATA ONCE IT HAS BEEN EXPORTED OUTSIDE OF THE APPLICATION.

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Payer Matrix and its Affiliates from and against any and all actions, claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, relating to: (a) your use or misuse of the Site or Services or any related services; (b) your violation of these Terms; (c) any breach of applicable laws, regulations, or third-party rights by You; (d) any negligent, reckless, or willful misconduct by you or any person acting on your behalf.

This indemnification obligation shall survive the termination or expiration of these Terms and Conditions and your use of the Services.

These Terms will be governed by and construed in accordance with the internal laws of Delaware without giving effect to any conflict of laws rules or provisions. Notwithstanding the foregoing, the Federal Arbitration Act (“FAA”) governs the interpretation, validity, enforcement, and administration of the Arbitration Agreement set forth below, and Delaware law shall apply to the substantive merits of any dispute resolved through arbitration consistent with the FAA and applicable statutes of limitations. Without altering the arbitration agreement set forth below, in the event any action of whatever nature relating to these Terms, the Site, or Services must be filed in a court, we mutually agree that such action shall only be filed in the state or federal courts located in in the State of Delaware. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action and agree not to challenge the convenience of the forum.

Informal Dispute Resolution. We try to address any disputes without the need to initiate a formal legal case. You agree that prior to submitting any dispute or claim to arbitration for resolution, you and we agree to make a good faith effort to resolve it informally. To initiate this good faith effort to informally resolve a dispute you agree to notify us in writing at customerservice@payermatrix.com of the nature of the dispute, the basis for your claims and the resolution that you are seeking, including any monetary amount, with as much detail as you can provide so that we can gain a sufficient understanding of the dispute. Within the sixty (60) days following our receipt of this notice, you and we agree to engage in good faith efforts to resolve the dispute, including, but not limited to, personally participating in a telephone call or videoconference with us within that sixty (60) days. You may have a lawyer attend the call with you if you wish. If the dispute is not resolved within that sixty (60) days (which period can be extended by agreement of the parties), you or we may commence an arbitration to resolve the dispute consistent with the process set forth below. Compliance with and completion of this informal dispute resolution process is a condition precedent to commencing an arbitration. Failure to participate in good faith in this informal dispute resolution process is an absolute defense to any arbitration filed by you, or on your behalf, against us. You and we agree to toll any applicable statute of limitations and filing fee deadlines while the parties engage in this informal dispute resolution process from the date we receive your notice up to and including the date by which the parties agree the informal dispute resolution process has been exhausted.

Agreement to Arbitrate All Disputes.  Except for the excluded claims and injunctive relief as explained below, you agree that any and all disputes, controversies, or claims arising between you and Payer Matrix (each a “Claim” and collectively “Claims”), including but not limited to Claims arising out of or relating to the Site, use of the Site, these Terms and/or the Privacy Policy, shall be settled by binding and final arbitration in accordance with the then prevailing Comprehensive Arbitration Rules and Procedures of the American Arbitration Association (“AAA Rules”). The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.  The arbitration will be heard and determined by a single arbitrator, who shall be selected pursuant to the AAA Rules. The arbitrator’s decision, judgment, or award in any such arbitration will be final and binding upon the parties and may be entered and enforced in any court having jurisdiction thereof. The FAA and federal arbitration law apply to this agreement. The arbitrator shall apply Delaware law consistent with the FAA and applicable statutes of limitations, and shall honor all claims of privilege recognized at law.  For the avoidance of doubt, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the arbitrability of any Claims, the scope, applicability, interpretation, and enforcement of this arbitration agreement, and the interpretation, applicability, enforcement, formation of these Terms and/or the Privacy Policy. Further, the arbitrator has the authority and discretion to award the same damages and relief, including injunctive and declaratory relief, on an individual basis, that any court of competent jurisdiction can award to an individual, except for public injunctive relief as explained below in the discussion of excluded claims.

Class Action Waiver.  You may not act as a class representative or private attorney general or participate as a member of a class of claimants with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your individual Claims. The arbitrator may not consolidate or join the Claims of other persons or parties who may be similarly situated.

Claims and Disputes Excluded from Mandatory Arbitration. As described herein, the following claims or disputes are excluded from the parties’ agreement to arbitrate: (i) qualifying small claims, (ii) claims for public injunctive relief, (iii) disputes regarding the interpretation or enforceability of the class action waiver agreed to herein, (iv) issues relating to the enforceability of the “Mass Arbitration Process Requirements.”

• (i) Small Claims. This arbitration agreement does not preclude you or Payer Matrix from bringing qualifying claims in small claims court or transferring qualifying claims to small claims court. Either party may elect that a Claim be filed exclusively in a small claims court of competent jurisdiction by providing notice to the other party. In the event a Claim has already been filed in arbitration, the party who has filed that Claim will withdraw their Claim from arbitration within ten (10) days of receiving notice of the other party’s election to have the Claim pursued in or transferred to small claims court. The parties will then proceed with the Claim exclusively in small claims court.
• (ii) Public injunctive relief. Notwithstanding anything to the contrary in the foregoing, an arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. To that end, you and Payer Matrix retain the right to apply to any court of competent jurisdiction for public injunctive relief, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have related Claims submitted to arbitration as provided in these Terms. If either party seeks a “public injunction” in court, all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator. 
• (iii) Interpretation and Enforcement of Class Action Waiver. Issues relating to the interpretation or enforceability of the class action waiver will be resolved by a court of competent jurisdiction.
• (iv) Enforceability of Mass Arbitration Process Requirements. A court of competent jurisdiction shall have authority to enforce this section regarding “Mass Arbitration Process Requirements” and, if necessary, to enjoin the filing or prosecution of arbitration demands against Payer Matrix.

Arbitration Costs and Procedures.  If you initiate arbitration against us, you will not be responsible for professional fees for the arbitrator’s services or any other AAA administrative fees; this does not include, however, the filing fee you must pay to initiate the arbitration. If you are able to demonstrate that the costs of arbitration will be cost-prohibitive as compared to the costs of litigation, Payer Matrix will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being cost-prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. Pursuant to the AAA Rules, the arbitration shall proceed in a location determined by the arbitrator (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by the parties. 

Mass Arbitration Process Requirements. If twenty-five (25) or more similar claims are asserted against Payer Matrix at or around the same time by the same or coordinated counsel or are otherwise coordinated (and your claim is one such claim), you understand and agree that the resolution of your Claim might be delayed. You also agree to the following process and application of the AAA Multiple Consumer Case Filing Fee Schedule and Supplementary Rules. Regardless of the provisions in the arbitration agreement above about the prohibitive costs of individual arbitration for you, if your lawyer or their business partner (each a “Third Party Funder”) is directly or indirectly paying or advancing the arbitration fees and costs in a Mass Arbitration on your behalf, AAA shall have discretion to determine whether the total arbitration fees and costs due to AAA should be split evenly between the Third Party Funder(s), on the one hand, and us, on the other hand. AAA shall make or confirm this discretionary decision before the initiation of each batch, as set out below. In the final decision, the arbitrator can reevaluate and divide the arbitration fees and costs among the Third Party Funder(s) and us in amounts they see fit to ensure a fair division among the parties. Additionally, when permitted under applicable rules, you may be responsible for our arbitration fees and costs.

Twenty (20) claims shall be selected to proceed to individual arbitration proceedings as part of a first batching process, ten (10) of which will be selected by the claimants and ten (10) of which will be selected by Payer Matrix. The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. If the parties are unable to resolve the remaining claims after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, for which Payer Matrix will pay the mediator’s fee. If the parties are unable to resolve the remaining claims through mediation at this time, then forty (40) claims shall be selected to proceed to individual arbitration proceedings as part of a second batching process, twenty (20) of which will be selected by the claimants and twenty (20) of which will be selected by Payer Matrix. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. In any batching process, a single arbitrator shall preside over each proceeding, and only one proceeding may be assigned to each arbitrator unless the parties agree otherwise. If the parties are unable to resolve the remaining claims after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, for which Payer Matrix will pay the mediator’s fee. If the parties are unable to resolve the remaining claims in mediation at this time, this staged process shall continue with no more than one hundred (100) claims proceeding at any time in a staged order that is selected randomly or by the Payer Matrix, until all the coordinated claims, including your claim, are adjudicated or otherwise resolved. At any time during these proceedings, we agree to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims. Any applicable statute of limitations on your claims and filing fee deadlines shall be tolled for claims subject to this section regarding “Mass Arbitration Process Requirements” from the time claims are selected for the first set of batching proceedings until the time your claim is selected to proceed in arbitration, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this section regarding “Mass Arbitration Process Requirements” and, if necessary, to enjoin the filing or prosecution of arbitration demands against Payer Matrix. Should a court of competent jurisdiction decline to enforce these “Mass Arbitration Process Requirements,” you and we agree that your and our counsel shall engage in good faith and with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the AAA to address reductions in arbitration fees.

Enforcement and Invalidity.  If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Payer Matrix shall be entitled to arbitrate their dispute.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF.  OTHER RIGHTS THAT YOU OR PAYER MATRIX WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

Payer Matrix may, in its sole discretion, and at any time, discontinue this Site or any part thereof, with or without notice, or may prevent your use of this Site with or without notice to you. You agree that you do not have any rights in this Site and that Payer Matrix will have no liability to you if this Site is discontinued or your ability to access the Site on the Site is terminated.

Any other terms and warranty policies on our Site are hereby incorporated by reference into these Terms. These Terms constitute a binding agreement between you and Payer Matrix and is accepted by you upon your use of the Site or your account. These Terms constitute the entire agreement between you and Payer Matrix regarding the use of the Site and your account. Both you and Payer Matrix acknowledge and agree that no partnership is formed and neither you nor Payer Matrix has the power or the authority to obligate or bind the other. If Payer Matrix fails to act with respect to your breach or anyone else’s breach on any occasion, Payer Matrix is not waiving its right to act with respect to future or similar breaches. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms of use and shall not affect the validity and enforceability of any remaining provisions. Payer Matrix may assign this agreement, in whole or in part, at any time with or without notice to you. You may not assign this agreement, or any part of it, to any other person. Any attempt by you to do so is void.