These Terms of Service ("Terms") govern your access to and use of the website, applications, and services provided by WaiverPay LLC ("WaiverPay," "Company," "we," "us," or "our") (collectively, the "Services"). By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must immediately discontinue use of the Services.

Eligibility and Authorized Use

The Services are intended solely for use by businesses, healthcare providers, and authorized representatives who are legally capable of entering into binding agreements. By using the Services, you represent and warrant that you have full authority to act on behalf of the entity you represent and to bind such entity to these Terms and any related agreements. You agree to use the Services only for lawful purposes and in compliance with all applicable federal, state, and local laws and regulations.

Nature of Services; No Loan; True Sale

WaiverPay provides a platform through which it may purchase accounts receivable and/or rights to payment arising from services already rendered. WaiverPay does not provide loans, credit facilities, or financing arrangements. Any funds provided by WaiverPay constitute consideration for the purchase and assignment of receivables and do not create any debt obligation, interest obligation, or repayment requirement. The parties intend that each transaction constitutes a true sale of receivables and not a secured financing. WaiverPay's right to payment is contingent solely upon the actual receipt of funds from applicable third-party payors, including but not limited to Medicaid or managed care organizations. WaiverPay assumes the risk of non-payment except in cases involving fraud, misrepresentation, or material breach by the provider. Nothing in these Terms or any related documentation shall be construed as creating a lender-borrower or debtor-creditor relationship.

Application, Verification, and Underwriting

Access to WaiverPay's Services may require submission of information for evaluation, verification, and underwriting purposes. You agree that all information provided is accurate, complete, and not misleading. WaiverPay reserves the right, in its sole discretion, to approve, decline, condition, or limit any transaction. Submission of information does not guarantee approval, funding, or continued access to Services.

Receivables Purchase and Assignment

By entering into any transaction with WaiverPay, you agree to sell, assign, and transfer to WaiverPay all rights, title, and interest in and to the specified receivables, including all proceeds thereof. You acknowledge that WaiverPay shall have the right to receive payment from any applicable source associated with such receivables, subject to applicable law. You agree to take all actions reasonably requested by WaiverPay to evidence, perfect, or enforce such assignment.

UCC and Protective Filings

You acknowledge and agree that WaiverPay may file one or more UCC-1 financing statements or similar filings for protective purposes to evidence its interest in purchased receivables. Such filings are intended solely to protect WaiverPay's rights in connection with a true sale transaction and shall not be deemed to create a security interest inconsistent with the parties' intent. You agree to cooperate with any such filings and authorize WaiverPay to file such documents without further consent where permitted by law.

ACH Authorization and Collections

You acknowledge that WaiverPay may collect amounts due to it through agreed-upon methods, including but not limited to ACH debit, ACH credit reconciliation, or other payment mechanisms authorized in a separate agreement. You agree to maintain a designated account capable of receiving applicable third-party payments and to ensure that such funds are not diverted, withdrawn, or otherwise impaired in a manner that interferes with WaiverPay's collection rights. In the event that WaiverPay is unable to collect its full applicable portion from any single payment due to timing, insufficient funds, or withdrawal of funds, WaiverPay may collect any unpaid portion from subsequent payments attributable to the same underlying receivable. You acknowledge that WaiverPay's collection rights are limited to the purchased receivables and applicable proceeds, except in cases involving fraud, misrepresentation, or breach.


User Obligations and Prohibited Conduct

You agree to cooperate in good faith with WaiverPay, including providing accurate documentation, timely updates, and reasonable access to information necessary to verify, service, and collect receivables. You agree not to engage in fraudulent, deceptive, or unlawful conduct, including but not limited to misrepresentation of services rendered, billing practices, or eligibility for payment.

HIPAA and Confidentiality

To the extent applicable, WaiverPay may act as a business associate under the Health Insurance Portability and Accountability Act ("HIPAA"). Any protected health information ("PHI") disclosed to WaiverPay shall be subject to a separately executed Business Associate Agreement ("BAA"). You agree not to disclose PHI to WaiverPay unless such agreement is in place.

No Reliance
You acknowledge and agree that you have not relied upon any statements, representations, or warranties made by WaiverPay or its representatives other than those expressly set forth in a written agreement executed by the parties. Any prior or contemporaneous oral or written statements not expressly included in such agreement shall have no force or effect.

Intellectual Property

All content, materials, trademarks, logos, and intellectual property associated with the Services are the exclusive property of WaiverPay or its licensors and are protected by applicable law. Unauthorized use is strictly prohibited.


Disclaimer of Warranties

The Services are provided on an "as is" and "as available" basis. WaiverPay disclaims all warranties, whether express or implied, including but not limited to merchantability, fitness for a particular purpose, non-infringement, and availability. WaiverPay does not guarantee approval, funding, timing of payment, or any specific financial outcome.

Limitation of Liability

To the fullest extent permitted by law, WaiverPay shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, or business opportunities. WaiverPay's total liability for any claim arising out of or relating to the Services shall not exceed the amount actually advanced by WaiverPay in connection with the specific transaction giving rise to the claim. WaiverPay shall not be liable for delays, denials, or failures of payment by third-party payors, including Medicaid or managed care organizations.

Indemnification
You agree to indemnify, defend, and hold harmless WaiverPay and its affiliates, members, managers, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or related to your use of the Services, your breach of these Terms, or your violation of applicable law.

Termination
WaiverPay reserves the right to suspend or terminate access to the Services at any time, with or without notice, for any reason, including violation of these Terms. Certain provisions shall survive termination, including but not limited to those relating to assignments, indemnification, limitations of liability, and dispute resolution.


Modifications to Terms

WaiverPay may modify these Terms at any time in its sole discretion. Changes shall be effective upon posting. Continued use of the Services constitutes acceptance of the modified Terms.

Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of Minnesota. Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in Minnesota. You waive any right to a jury trial and any right to participate in a class action.

Contact Information

For questions regarding these Terms, contact WaiverPay at info@waiverpaygroup.com or through www.waiverpaygroup.com.