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Welcome to ChartSwap Insights. ChartSwap Insights is a cloud-based platform for legal and insurance professionals that brings medical record request, delivery, and insights together in a single, streamlined workflow. Requesters can submit, track, pay for, and manage requests, while gaining access to value-added capabilities, including indexing, chronology, summaries, and intelligent analysis.

These Terms of Service (this “Agreement”) govern ChartSwap Insight’s (“ChartSwap,” “we,” “our,” or “us”)relationship with you, as a requester of records (submitted on behalf of yourself, your client, or your organization)(“Requester,” “you,” or “your”). By entering into this Agreement or using or accessing ChartSwap Insights, you expressly acknowledge that you understand and accept this Agreement (including the dispute resolution and arbitration provisions that govern how claims between you and ChartSwap Insights can be brought). If you do not agree to be bound by this Agreement, do not use or access ChartSwap Insights.

1. The ChartSwap Insights Platform.

The ChartSwap Insights Platform provides a secure platform for requesting, tracking, managing, and analyzing records, with optional intelligent services that transform records into structured chronologies, summaries, timelines, and insights. (“Services”).

ChartSwap may, in its sole discretion, offer certain Services as a trial, evaluation, or free of charge. Trial services are provided “AS IS” without any representations, warranties, or indemnities. ChartSwap will have no liability of any type with respect to the trial service unless otherwise required by law.

2. Eligibility.

You may use the Services only if you have the authority to enter into this Agreement and are able to satisfy the terms of this Agreement. If you access or use the Services on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of that entity with the authority to bind that entity to this Agreement, and that you agree to this Agreement on that entity’s behalf.

3. Customer Responsibilities.

Subject to your compliance with this Agreement, you are granted a non-exclusive, limited, non-transferable, and freely revocable right to access and use the Services for lawful purposes and only in connection with authorized requests for health information and related documentation. You represent and warrant that you will comply with all applicable law in connection with your use of the Services and Records (as defined below), including without limitation all medical records and related information. You unconditionally represent and warrant that (i) you are authorized by law or by the subject patient to obtain, review and maintain a copy of the patient’s medical and other related records; (ii) have requisite authority to enter into this Agreement, upload relevant documents, and obtain any and all medical records that you request; (iii) without limiting the generality of the foregoing, have obtained an authorization executed by the subject patient that authorizes you to access and obtain medical records from ChartSwap Insights; and (iv) are not seeking records for any illegal or unethical purpose.

To access and use the Services, you must create an account following the requisite registration instructions. Your account Access is limited to the individual user to whom credentials are issued. Requester shall not share login credentials or permit any third party to access the Portal using Requester’s credentials and Requester is responsible for maintaining account credentials confidential and secure. If applicable, Requester may allow its employees or independent contractors to use the Service on behalf of Requester in accordance with this Agreement (“Authorized Users”). Any unauthorized use of your account must be immediately disclosed to ChartSwap Insights.

ChartSwap Insights reserves the right to freeze or deny access to any user account that it believes in its sole discretion is not maintained or utilized in accordance with this Agreement.

4. Charges.

As a user of ChartSwap Insights, you understand that request or use of services through the ChartSwap Insights platform may result in charges to you and/or to your organizations, if applicable, for Services, including fees associated with fulfillment of the requests for records and optional fees associated with different Services offered through the platform. All fees incurred through ChartSwap Insights shall be paid in U.S. Dollars.

Payment Terms: By checking “I Agree” or signing below, you agree all fees incurred through ChartSwap Insights shall be paid in U.S. Dollars and shall be charged to the payment method provided directly by Requester into the platform at the time services are requested. By authorizing payment, you authorize ChartSwap Insights, or its third-party payment provider, to store Requester credit card details (“Card”) for future use in accordance with applicable laws and the Payment Card Industry rules. Your authorization will remain in full force and effect until you request the removal of Requester credit card information from ChartSwap Insights at any time. Once removed, Requester will need to provide payment information for any future Services purchased through the platform. This authorization may be withdrawn at any time. Requester understands that this authorization in no way limits any right Requester may have under federal law to stop payment of a preauthorized electronic transfer by contacting Requester’s financial institution. Requester agrees to notify Company in writing at the address above of any changes to the Card, or termination of this authorization, at least three (3) days prior to the next billing date.

If any single charge is refused/dishonored, such amount is immediately due and payable from Requester and the failure to pay such amount may result in the cancellation of services.

If the payment due date authorized herein falls on a weekend or holiday, Requester understands that the payment may be executed on the next business day. Requester understands that because this is an electronic transaction, these funds may be withdrawn from Requester’s account or charged to Requester’s credit card each period as soon as the above noted transaction date. Any transaction rejected for Non-Sufficient Funds (NSF) will be subject to a fee (as permitted by law with such fees being determined by the state in which Requester resides) initiated as a separate transaction. If the amount due is not timely paid, Requester’s service may be cancelled, as set forth in the Terms of Service. Should Requester incur an NSF fee and/or late fee, Requester authorizes ChartSwap, or its third party payment processor, to electronically debit or charge the Card for such fee. Requester understands that ChartSwap may at its discretion attempt to reinitiate any rejected or unsuccessful charge up to two times. Requester understands that Requester’s financial institution may impose fees in connection with rejected payments, and Requester agrees that ChartSwap does not have any liability for such fees.

In the event that Company makes an error in processing a payment, Requester authorizes ChartSwap Insights to correct the error by crediting or debiting the Card in the amount of such error on or after the date such error occurs. If there is any missing or erroneous information with respect to the Card or the associated financial institution, Requester authorizes ChartSwap Insights to verify and correct such information.

ChartSwap Insights reserves the right to terminate this payment plan or Requester’s participation therein at any time. If Requester revokes authorization or ChartSwapInsights terminates recurring electronic payments, Requester understands it is responsible for making payments by another payment method. Requester also hereby authorizes ChartSwap Insights to update the Card details with information received from any card or account updating services.

The origination of electronic transactions must comply with the provisions of U.S. law and applicable network rules. Each payment will be processed in U.S. dollars, and, if it is converted into another currency, its amount may vary based on fluctuations in the applicable conversion rate.

There are three categories of charges associated with Services available through ChartSwap Insights:

• Record Fulfillment Fees: Provider(s) that hold records (collectively referred to herein as the“Provider(s)”) may pass through or impose fees for Records in connection with each request (the“Record Fulfillment Fee”). When Requesters make a request for records through the ChartSwap Insights platform, Requester pays the Record Fulfillment Fee through the platform. These charges are variable based on different applicable laws, types of records, nature of the request, and/or volume of the request. ChartSwap Insights does not set or have any control over the Record Fulfillment Fee being charged by the Provider or the Provider’s release of information vendor if applicable and merely passes through the invoice to Requesters. Any dispute Requester has with the Record Fulfillment Fee should and must be resolved with the Provider or applicable release of information vendor directly. Requester hereby understands, acknowledges and agrees that: (a) amounts due for Record Fulfillment Fee will vary; (b) Requester provides continuing authorization that will remain in full force and effect until the Requester’s withdrawal of consent to automatic charges (which may be made at any time) up to a cap of $800; (c) for Record Fulfillment Fees over $800, Requester’s payment method will not be automatically charged and Requester will review, approve, and pay the invoice through the platform; (d) if any single charge is refused/dishonored, such amount is immediately due and payable from Requester and the failure to pay such amount may result in cancellation of the Service; (e) in the event ChartSwap Insights makes an error in processing a payment, requester authorizes ChartSwap Insights to correct the error by crediting or debiting the payment method provided by requester in the amount of such error on or after the date of such error occurs; and (f) ChartSwap Insights reserves the right to terminate this payment credit card authorization or the Requester’s participation therein at any time.
• Secure Record Access Fee. If Requester elects to utilize the enhanced delivery and value add capabilities of ChartSwap Insights medical records transfer platform to facilitate the exchange of Records, ChartSwap Insights will charge the Secure Record Access fee in accordance with ChartSwap’s fee schedule in effect at the time of the request. The Secure Access Fee allows Requestors to access secure record retrieval, tracking, and management solutions within the platform, including encrypted digital delivery, secure file hosting, and permission-based access, while enabling the record to be optionally enhanced with additional intelligent solutions such as indexing, chronology, summary, and advanced analysis. The Secure Record Access Fee will be paid by Requester for each request prior to initiation of the Service for the exchange of Records. This fee is optional. If Requester elects to receive Records via SFTP or mail delivery through ChartSwap Insights and opts-out of utilizing the enhanced delivery and value add capabilities of the platform, the Secure Record Access Fee will not be charged and Requester shall pay all applicable Record Fulfillment Fee. The Secure Record Access fee will be paid by Requester at the initiation of the order and is nonrefundable, even if the Provider provides a certificate of no records, or rejects the order. The Secure Record Access fee is voluntary and is not subject to any of the statutory or regulatory limits placed on Record Fulfillment Fee. You are responsible for reviewing the applicable fees outlined on the platform and shall be responsible for all charges incurred under your account regardless of your awareness of such charges.
• Insights Fees. Insights Fees are additional optional fees (typically charged on a per page basis) that Requester can elect to utilize through the platform, such as indexing, chronology, summaries, or advanced analysis. If Requester elects to purchase these additional Services, Requester agrees to pay the corresponding fees in accordance with ChartSwap Insight’s fee schedule in effect at the time of the request. The Insights Fee is voluntary and is not subject to any of the statutory or regulatory limits placed on Record Fulfillment Fees. You are responsible for reviewing the applicable fees outlined on the platform and shall be responsible for all charges incurred under your account regardless of your awareness of such charges.

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Fees charged through the Service, including the Secure Record Access Fee and Insights Fees, may be eligible for refund only under limited circumstances. Refunds may be issued where a request is rejected due to missing or invalid authorization or documentation, the provider information was submitted incorrectly, a verified platform technical error prevented delivery of documentation, or the request is confirmed to be a duplicate for the same patient, provider, and date range. Refunds will not be issued where a “No Records Found” response has been provided, where a request is cancelled more than forty-eight (48) hours after submission, or where the request has reached a completed status and the applicable fees were automatically charged pursuant to the user’s acceptance of the platform’s billing terms. Refund eligibility via the platform applies only to the Secure Record Access Fee and Insights Fees and does not include Record Fulfillment Fees. Refunds must be requested through the designated support channel with sufficient supporting information, and, if approved, will be issued to the original payor using the original method of payment. Eligibility may be limited where the requesting account has invoices outstanding for more than thirty (30) days.

5. Records.

ChartSwap Insights does not claim ownership rights in the text, files, images, photos, video, sounds, links, works of authorship, or any other materials that any provider shares via the Service (collectively, “Records”), and makes no representations with respect to such Records, including the accuracy and completeness of the Records. The completeness of the Records received from the provider is the responsibility of the medical provider itself, not ChartSwap Insights. By requesting Records through the Service, Requester certifies that it has obtained all required consents to access such Records and agrees to access and use them only as permitted by applicable law.

6. Data Ownership.

Requester shall own all right, title, and interest in and to any data that is collected by ChartSwap Insights from Requester or its Authorized Users in connection with Requester’s use of the Service (“Data”). Requester grants and agrees to grant to ChartSwap Insights a perpetual, non-exclusive license to use such Data (a) to provide the Service and deliverables to Requester; (b) for statistical use (provided that such data is not personally identifiable); (c) as necessary to monitor and improve the Service and deliverables; and (d) develop new products and services.

7. Reservation of Rights.

ChartSwap Insights reserves all rights in and to the Service and deliverables and all related intellectual property not expressly granted under this Agreement. If Requester submits comments, suggestions, or other feedback regarding the Service or deliverables (“Feedback”), Requester agrees that ChartSwap Insights will be free to use such Feedback for any purpose.

8. Usage Data.

Notwithstanding anything to the contrary in this Agreement, ChartSwap Insights may monitor Requester’s use of the Services and collect and compile aggregate Data. All right, title, and interest in aggregate Data, and all intellectual property rights therein, belong to and are retained solely by ChartSwap Insights.

9. Requester's Obligation.

Acceptable Use and Restrictions. Requester may not (i) rent, lease, lend, sell, redistribute, reproduce or sublicense the Service or deliverables; (ii) copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; (iii) use any Service or Deliverable for purposes beyond the scope of the access granted in this Agreement, including for any timesharing, service bureau or similar business; (iv) engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying model technology; (v) remove or modify any proprietary notices from the deliverables; (vi) access, attempt to access or use the Service without proper authorization; (vii) use automated means, including bots, scrapers, crawlers, or data-mining tools to access, monitor, extract, download, or copy data from ChartSwap Insights; (viii) use retrieved medical records for any purpose other than the lawful purpose for which they were requested and authorized; or (vix) use any Service or Deliverable to train, develop or improve any model, artificial intelligence system or any product, technology, system, or service that competes with the Service or Deliverables.

Use of Deliverables. Requester acknowledges that certain deliverables may be generated using models or artificial intelligence systems and that such deliverables should not be used as a replacement for human decisions. Requester is responsible for (i) evaluating (including by human review) the deliverables for accuracy, completeness, and other factors relevant to Requester’s use before using or relying on the deliverables and (ii) Requester’s decisions, actions, and omissions in reliance or based on the deliverables.

Third Party Software Required. Service reports or other deliverables are delivered in PDF format. To access and use such deliverables, you will need to have a PDF reader (e.g., Adobe Acrobat) installed on your computer or mobile device. We do not license or provide such third-party software to you. If you request SFTP delivery through ChartSwap Insights, you will need to have third-party supportable software installed.

10. Security Measures.

The Service may contain technological measures designed to prevent unauthorized or illegal use of the Service. Requester acknowledges and agrees that ChartSwap Insights may monitor Requester’s use of the Service and use these technological measures and other lawful measures to verify Requester's compliance with the terms of this Agreement and enforce ChartSwap Insight’s rights, including all intellectual property rights, in and to the Service. ChartSwap Insights may deny any individual access to and/or use of the Service if ChartSwap Insights, in its sole discretion, believes that person's use of the Service would violate any provision of this Agreement, regardless of whether Requester designated that person as an Authorized User.

11. Privacy Policy.

This Agreement incorporates by reference the ChartSwap Privacy Policy (https://www.chartswap.com/privacy/).

12. Termination.

This Agreement is effective until terminated by Requester or ChartSwap Insights. Each of Requester and ChartSwap Insights may terminate this Agreement by providing the other party with written notice of termination. Requester’s right to use or access the Service will terminate automatically without notice from ChartSwap Insights if Requester fails to comply with any term(s) of this Agreement. Upon termination of this Agreement, Requester shall cease all use of or access to the Service. Requester acknowledges that unless otherwise agreed to in writing, ChartSwap Insights may restrict, modify, suspend, or terminate Requester’s access to the Service, without liability, for its convenience.

13. Disclaimer of Warranties.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, DELIVERABLES AND ANY RECORDS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CHARTSWAP INSIGHTS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY.

14. Limitation of Liabilities.

IN NO EVENT SHALL CHARTSWAP INSIGHTS OR ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT,OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA,BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO REQUESTER’S USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CHARTSWAP INSIGHTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CHARTSWAP INSIGHTS OR ITS AFFILIATES HAVE LIABILITY TO REQUESTER FOR DAMAGES IN EXCESS OF THE GREATER OF THE AMOUNT OF TWENTY-FIVE DOLLARS ($25) OR THE AMOUNT REQUESTER PAID FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO REQUESTERS.

15. Arbitration Agreement.

This Agreement shall be interpreted and governed by the laws of the State of Texas without regard to its rules regarding conflict of laws. ChartSwap Insights and Requester agree that any claim, dispute, or controversy arising from or relating to this Agreement, including, but not limited to, any disputes regarding the interpretation, validity, scope, or applicability of this agreement to arbitrate, must be resolved by arbitration. Texas laws and the Texas Rules of Evidence shall apply to the arbitration proceeding. The arbitration will be determined by a single arbitrator who is mutually agreed upon by the Parties. If the Parties cannot agree on the individual arbitrator, then the arbitrator shall be selected according to the arbitration service. The Parties agree to utilize the services of JAMS, a nationally recognized arbitration and mediation company, for this purpose. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of the agreement to arbitrate including, but not limited to, any claim that all or part of the agreement to arbitrate is void or voidable for any reason.

16. Class Action Waiver.

Requester agrees on behalf of yourself, your client, or your organization that Requester is prohibited from initiating or joining any class action proceeding against ChartSwap Insights and its affiliates, related to the use of the ChartSwap Insights platform under this Agreement. Any and all proceedings to resolve claims will be conducted only on an individual basis and in accordance with arbitration provisions contained herein. In addition, no arbitration proceeding under this Agreement shall be consolidated or joined in any way with any other arbitration proceeding without the express written consent of all parties.

17. Indemnification.

Requester shall indemnify, defend, and hold harmless ChartSwap Insights from and against all damages and liabilities (including reasonable attorneys’ fees) that arise from a third party’s claim resulting from: (a) unauthorized use of the Service or any Records by Requester or any Authorized User; (b) any Records accessed by Requester or an Authorized User; (c) any activities of Requester or an Authorized User through the use the Service, including any unauthorized disclosure made by Requester or its Authorized Users; or (d) violation of the ChartSwap Insights Terms of Service.

18. Consent to Communications.

Requester consents to receive commercial email messages from or on behalf of ChartSwap Insights and its partners. In order to stop receiving any messages from ChartSwap Insights whatsoever (including administrative messages regarding the Service), Requester will need to terminate its account. Additionally, ChartSwap Insights may provide Requester the ability to have an on-line chat session with ChartSwap Insights or provide other means of contacting ChartSwap Insights, which may or may not have automated functions. For quality assurance purposes, ChartSwap Insights may monitor, record, or transcribe the contents of these communications. By contacting ChartSwap Insights, Requester agrees that the communication may be monitored, recorded, or transcribed.

19. Modifications.

ChartSwap Insights may modify the terms of this Agreement from time to time. Any such modification shall be effective when ChartSwap Insights notifies Requester of the modification (via an update to the terms delivered via email or through the Service) and Requester subsequently signifies its acceptance by continuing to use the Service.

20. Entirety of Agreement.

This Agreement, together with the ChartSwap Privacy Policy, constitutes the entire agreement between Requester and ChartSwap Insights regarding use of or access to the Service as a Requester.

21. Survival.

All provisions that by their nature should survive termination shall survive, including accrued payment obligations, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.