Terms of Service

01 Acceptance of Terms

These Terms constitute a legally binding agreement between you (the individual or entity submitting information or entering into a service relationship, "Client" or "you") and Proton RCM ("Company," "we," "us," or "our"), a revenue cycle management services firm.

By accessing our website at protonrcm.com, submitting a form, requesting a Revenue Diagnostic, or executing a Service Agreement, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are accepting these Terms on behalf of a practice, clinic, or other entity, you represent and warrant that you have authority to bind that entity.

02 Description of Services

Proton RCM provides revenue cycle management and clinical practice support services to independent medical practices in the United States. Our services may include any or all of the following, as specified in an executed Service Agreement:

• Full-Cycle Medical Billing & RCM: End-to-end claim submission, follow-up, and payment posting
• Eligibility & Benefits Verification: Pre-visit coverage and authorization checks
• ICD-10 / CPT Coding: Clinical documentation review and precision charge capture
• Denial Management & Appeals: Root-cause analysis and payer-specific appeal preparation
• AR Management: Segmented follow-up on outstanding accounts receivable
• Underpayment Recovery: ERA benchmarking against contracted rates
• Medical Scribing: Clinical note documentation support
• Credentialing Support: Payer enrollment and re-credentialing assistance
• Revenue Diagnostic: Complimentary 15–20 minute practice revenue audit

The specific scope, deliverables, and performance metrics for each engagement are defined in the Service Agreement executed between Proton RCM and the Client. These Terms apply universally across all engagements.

03 Eligibility

Our services are available exclusively to:

• Licensed healthcare providers and independent medical practices operating in the United States
• Practice administrators, office managers, and authorized representatives of such practices
• Business entities engaged in lawful healthcare operations subject to U.S. federal and state law

By engaging our services, you represent and warrant that your practice operates in compliance with all applicable federal and state healthcare laws and regulations, including but not limited to HIPAA, the False Claims Act, and applicable state medical practice acts.

04 Engagement Model & Pricing

Our standard engagement structure consists of three phases, as described on our website and confirmed in writing in each Service Agreement:

Billing & Payment Terms

• The $750 Pilot fee is due prior to commencement of the pilot period and is fully credited against Month 1 ongoing fees if the engagement continues.
• Ongoing service fees are calculated as an agreed percentage of monthly net collections and invoiced monthly in arrears.
• Payment is due within 15 days of invoice date. Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower).
• All fees are exclusive of applicable taxes. Client is responsible for any applicable sales, use, or similar taxes.
• Proton RCM reserves the right to adjust the collection percentage upon 30 days written notice following an annual review.

05 Client Obligations

To enable Proton RCM to perform services effectively, Client agrees to:

• Timely access: Provide appropriate EHR access, credentials, and documentation required to perform the services within the timeframes set out in the onboarding plan
• Accurate information: Provide complete, accurate, and current information about the practice, payer contracts, and credentialing status
• Cooperation: Designate a contact person and respond to information requests within two business days where needed for claim resolution
• Lawful operations: Ensure that all clinical notes, diagnoses, and procedures billed are accurate, complete, and supported by actual clinical encounters
• Compliance: Maintain all required federal and state licenses, payer enrollments, and credentialing necessary for billing
• Notice of changes: Inform Proton RCM of any material changes to payer contracts, practice structure, specialties, or provider roster with at least 10 days' notice

Proton RCM is not liable for delays, denials, or revenue loss directly attributable to Client's failure to fulfill these obligations.

06 HIPAA Compliance & Data

In providing RCM services, Proton RCM will act as a Business Associate as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations.

Proton RCM agrees to:

• Use PHI only for purposes necessary to perform contracted services or as required by law
• Implement appropriate administrative, physical, and technical safeguards to protect PHI
• Ensure that any subcontractors or agents who access PHI are bound by equivalent obligations
• Report any confirmed breach of unsecured PHI to Client within the timeframes required by the HIPAA Breach Notification Rule
• Return or destroy PHI upon termination of the Service Agreement, as specified in the BAA

07 Intellectual Property

Proton RCM Property

All methodologies, protocols (including the Proton Revenue Protocol™), workflows, templates, software tools, training materials, and website content are the proprietary intellectual property of Proton RCM. Nothing in these Terms grants Client any license to use, copy, reproduce, or distribute such materials.

Client Property

All clinical documentation, patient records, payer contracts, and practice-specific data remain the property of Client. Proton RCM does not claim any ownership interest in such materials and will handle them exclusively in accordance with the BAA and applicable law.

Aggregated & Anonymized Data

Proton RCM may use aggregated, de-identified, and anonymized data derived from its engagements for internal quality improvement, benchmarking, and service development purposes, provided such data cannot reasonably be used to identify any individual patient or practice.

08 Performance Representations & Disclaimers

Proton RCM provides performance benchmarks on its website (including first-pass rate targets, denial rate targets, and AR improvement timelines) as good-faith representations of typical outcomes achieved with clients. These are not guarantees of specific results for any individual practice.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROTON RCM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Proton RCM does not provide legal, tax, or regulatory compliance advice. All coding and billing decisions are made in good faith based on available clinical documentation and industry coding guidelines. Client is ultimately responsible for the accuracy and compliance of all claims submitted.

09 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Proton RCM's total aggregate liability to Client for any claims arising out of or relating to these Terms or the services shall not exceed the total fees paid by Client to Proton RCM in the three (3) months immediately preceding the event giving rise to the claim.
• Proton RCM shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost revenue, lost profits, loss of data, or business interruption, even if advised of the possibility of such damages.
• These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise).

Some jurisdictions do not allow certain limitations of liability. In such jurisdictions, our liability shall be limited to the fullest extent permitted by law.

10 Term & Termination

Term

The service relationship begins on the date of the executed Service Agreement (or first date of service, whichever is earlier) and continues on a month-to-month basis following the Pilot period unless otherwise specified in the Service Agreement.

Termination by Either Party

Either party may terminate the ongoing service relationship with 30 days' written notice to the other party. Termination does not relieve Client of the obligation to pay fees for services performed prior to the effective termination date.

Termination for Cause

Proton RCM may terminate immediately upon written notice if:

• Client engages in fraudulent billing practices or asks Proton RCM to submit claims it knows to be false
• Client materially breaches these Terms or the BAA and fails to cure within 10 days of written notice
• Client fails to make payment within 30 days of invoice due date

Effect of Termination

Upon termination, Proton RCM will provide a final AR status report and, subject to the BAA, return or destroy all PHI in its possession within 30 days. Outstanding invoices remain immediately due and payable.

11 Dispute Resolution

Informal Resolution

The parties agree to first attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by providing written notice describing the dispute. The parties shall have 30 days to attempt resolution before proceeding to formal dispute resolution.

Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of [STATE — TO BE CONFIRMED BY COUNSEL], without regard to its conflict of law principles. Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in [CITY, STATE].

Arbitration

Except for claims for injunctive relief or claims relating to PHI or HIPAA, any dispute arising out of or relating to these Terms shall be finally resolved by binding arbitration administered under the rules of the American Arbitration Association (AAA) by a single arbitrator. The arbitration shall be conducted in English. The arbitrator's award shall be final and may be entered as a judgment in any court of competent jurisdiction.

12 Website Use

Your use of the protonrcm.com website is subject to the following conditions:

• You may access and use the website for informational and legitimate business inquiry purposes only.
• You may not scrape, crawl, or systematically extract data from the website without prior written consent.
• You may not use the website to transmit any malicious code, spam, or unauthorized automated requests.
• You may not frame, mirror, or reproduce any portion of the website without written permission.
• The website may link to third-party sites. Proton RCM is not responsible for the content or privacy practices of any linked site.

We reserve the right to restrict or terminate access to the website for any user who violates these terms or applicable law.

13 General Provisions

• Entire Agreement: These Terms, together with any executed Service Agreement and BAA, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Failure by either party to enforce any right under these Terms shall not constitute a waiver of that right.
• Assignment: Client may not assign its rights or obligations under these Terms without Proton RCM's prior written consent. Proton RCM may assign these Terms in connection with a merger or acquisition.
• Force Majeure: Neither party shall be liable for delay or failure in performance resulting from circumstances beyond reasonable control, including natural disasters, government actions, or telecommunications failures.
• Amendments: Proton RCM may update these Terms at any time. Material changes will be communicated with reasonable notice. Continued use of our website or services after the effective date constitutes acceptance of updated Terms.
• Independent Contractors: The parties are independent contractors. Nothing in these Terms creates any employment, partnership, joint venture, or agency relationship.

14 Contact

Questions about these Terms, your Service Agreement, or compliance matters should be directed to our operations team: