Terms of Service

Acceptance of Terms

Welcome to VitalBridge. These Terms of Service ("Terms") govern your use of our revenue cycle management and behavioral health billing services. By accessing or using our services, you agree to be bound by these Terms and our Privacy Policy.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you may not use our services.

We reserve the right to modify these Terms at any time. Your continued use of our services after any changes constitutes acceptance of the new Terms.

Description of Services

VitalBridge provides revenue cycle management services for behavioral health providers, including but not limited to:

• Behavioral health billing and claims submission
• Verification of benefits and insurance eligibility
• Utilization review and authorization management
• Claim denial management and appeals
• Medical credentialing and payer enrollment
• Accounts receivable management and collections
• Contract negotiations with insurance payers
• Revenue cycle analytics and reporting

The specific services provided to you will be defined in your service agreement with VitalBridge.

Your Responsibilities

As a client of VitalBridge, you agree to:

• Provide accurate and complete information necessary for billing and claims processing
• Maintain current and accurate provider credentials and licensing
• Ensure all clinical documentation meets payer requirements
• Respond promptly to requests for additional information
• Comply with all applicable federal, state, and local laws and regulations
• Maintain appropriate professional liability insurance
• Notify us promptly of any changes to your practice, credentials, or contact information
• Review and approve claims before submission when required

Billing and Payment Terms

Payment terms for our services are outlined in your individual service agreement. General terms include:

• Fees are based on the services provided and may be calculated as a percentage of collections or a flat monthly fee
• Invoices are issued monthly and payment is due within 30 days of the invoice date
• Late payments may be subject to interest charges as specified in your service agreement
• We reserve the right to suspend services for accounts more than 60 days past due
• You are responsible for any costs associated with collecting past-due amounts

All fees are exclusive of applicable taxes, which you are responsible for paying.

Confidentiality and HIPAA Compliance

VitalBridge operates as a Business Associate under HIPAA. We maintain strict confidentiality of all Protected Health Information (PHI) and business information.

You agree to only share PHI with us that is necessary for providing the contracted services, and you represent that you have obtained any required patient authorizations.

Intellectual Property

All intellectual property rights in our services, including software, processes, methodologies, reports, and documentation, remain the exclusive property of VitalBridge.

You retain ownership of your patient data, clinical documentation, and business information. You grant us a limited license to use this information solely for providing the contracted services.

You may not copy, modify, distribute, or create derivative works based on our proprietary materials without our prior written consent.

Limitation of Liability

To the maximum extent permitted by law:

• VitalBridge shall not be liable for any indirect, incidental, special, consequential, or punitive damages
• Our total liability shall not exceed the fees paid by you in the twelve (12) months preceding the claim
• We are not liable for delays or failures in performance resulting from circumstances beyond our reasonable control
• We are not responsible for payer decisions regarding coverage, medical necessity, or claim payment

Some jurisdictions do not allow limitation of liability, so some of these limitations may not apply to you.

Indemnification

You agree to indemnify, defend, and hold harmless VitalBridge and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms or your service agreement
• Your violation of any applicable law or regulation
• Claims related to the clinical services you provide to patients
• Inaccurate or incomplete information you provide to us
• Your failure to maintain required credentials, licenses, or insurance

Termination

Either party may terminate services in accordance with the terms specified in your service agreement. Generally:

• Either party may terminate with 60 days' written notice
• We may terminate immediately for material breach, non-payment, or illegal activity
• Upon termination, we will complete processing of claims already submitted
• You remain responsible for fees for services rendered prior to termination
• We will return or destroy your data in accordance with HIPAA requirements

Dispute Resolution

In the event of a dispute arising from these Terms or our services:

• Informal Resolution: We will first attempt to resolve disputes through good-faith negotiations
• Mediation: If informal resolution fails, disputes will be submitted to mediation
• Arbitration: If mediation is unsuccessful, disputes will be resolved through binding arbitration

Both parties agree to waive any right to a jury trial. Class action lawsuits and class-wide arbitration are not permitted.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any legal proceedings arising from these Terms shall be brought in the state or federal courts located in Delaware.

Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will:

• Update the "Last updated" date at the top of this page
• Notify you by email at least 30 days before changes take effect
• Provide you an opportunity to review and accept the updated Terms

Your continued use of our services after the effective date of any changes constitutes acceptance of the updated Terms.

Contact Us

If you have questions about these Terms of Service, please contact us: