Billing & Payment Terms

1. Purpose

These Billing & Payment Terms ("Billing Terms") govern the billing, invoicing, and payment obligations between Rymeda, Inc. ("Rymeda," "we," "us") and the customer ("Customer," "you") for access to and use of the Rymeda platform. These Billing Terms are incorporated by reference into the Terms of Service ("Agreement").

By subscribing to or purchasing services through the Rymeda platform, you acknowledge that you have read, understood, and agree to be bound by these Billing Terms. In the event of a conflict between these Billing Terms and an executed Order Form or Enterprise Agreement, the Order Form or Enterprise Agreement shall control.

2. Definitions

3. Subscription Plans

Rymeda offers the following subscription tiers. Features, pricing, and limits are subject to the current plan details published on the Pricing page and any executed Order Form.

Plan features and pricing are subject to change. Current pricing is available at rymeda.com/pricing. Enterprise plan terms are defined in the applicable Order Form.

4. Billing Cycle

4.1 Monthly Billing

Customers on monthly billing are charged on the same calendar day each month (or the last day of the month if the original activation date does not exist in the current month). Monthly subscriptions automatically renew at the beginning of each Billing Period unless cancelled at least twenty-four (24) hours before the renewal date.

4.2 Annual Billing

Customers on annual billing are invoiced for the full annual Fee at the beginning of each annual Billing Period. Annual subscriptions may be eligible for a discount compared to monthly billing as published on the Pricing page. Annual subscriptions automatically renew unless cancelled at least thirty (30) days before the renewal date.

4.3 Proration for Mid-Cycle Changes

When a Customer upgrades or downgrades their subscription plan mid-cycle, the following proration rules apply:

• Upgrades: The Customer is charged the prorated difference between the current plan and the new plan for the remainder of the current Billing Period. The upgrade takes effect immediately.
• Downgrades: The downgrade takes effect at the beginning of the next Billing Period. No prorated refund is issued for the current Billing Period unless the Customer is on an annual plan, in which case a pro-rata credit is applied (see Section 9).
• Add-ons: Additional users, storage, or features added mid-cycle are prorated for the remainder of the current Billing Period.

5. Payment Methods

All payment processing is handled by Stripe, Inc. (stripe v14.1.0). Rymeda does not store, process, or have access to full payment card numbers. Stripe is PCI DSS Level 1 certified.

6. Payment Terms

For self-serve plans (Core and Professional), the Customer authorizes Rymeda (via Stripe) to automatically charge the designated Payment Method on each renewal date. For Enterprise plans, Rymeda issues invoices electronically, and payment is due within thirty (30) calendar days of the invoice date ("Net-30").

All Fees are quoted and payable in United States Dollars (USD) unless otherwise specified in an executed Order Form.

7. Late Payments

Rymeda takes the following actions when Fees become Overdue:

8. Taxes

The Customer is responsible for all applicable Taxes imposed on or in connection with the Fees, except for taxes based on Rymeda's net income. If Rymeda is required by law to collect Taxes, such Taxes will be added to the invoice and itemized separately.

• Sales Tax: Rymeda collects and remits applicable sales tax based on the Customer's billing address and the taxability of SaaS services in the applicable jurisdiction.
• Tax-Exempt Status: Customers claiming tax-exempt status must provide a valid tax exemption certificate or other documentation acceptable to Rymeda prior to the invoice date. Tax exemption will be applied prospectively from the date Rymeda receives and validates the documentation. Tax-exempt documentation should be submitted to support@rymeda.com.
• VAT/GST: For Customers outside the United States, applicable VAT or GST will be charged in accordance with the laws of the Customer's jurisdiction. Customers registered for VAT/GST must provide their registration number.
• Withholding Tax: If the Customer is required to withhold taxes on payments to Rymeda, the Customer must pay Rymeda an additional amount so that Rymeda receives the full invoiced amount after withholding.

9. Refund Policy

10. Price Changes

Rymeda reserves the right to modify its pricing at any time, subject to the following notification and termination rights:

• Advance Notice: Rymeda will provide at least thirty (30) days' advance written notice of any price increase via email to the account administrator and through an in-platform notification.
• Current Term Protection: Price increases do not apply to the current Billing Period. For annual plans, the current annual rate is honored through the end of the current annual term.
• Right to Terminate: If the Customer does not agree to the new pricing, the Customer may terminate their Subscription before the price change effective date without penalty. The Customer retains access through the end of the current Billing Period.
• Continued Use: Continued use of the Rymeda platform after the price change effective date constitutes acceptance of the new pricing.
• Enterprise Plans: Pricing for Enterprise plans with executed Order Forms is governed by the terms of the Order Form and is not subject to unilateral price changes during the Order Form term.

11. Marketplace Payments

The Rymeda Marketplace enables providers to buy and sell healthcare products and services. Marketplace payment processing is facilitated through Stripe Connect.

11.1 Stripe Connect

Sellers on the Rymeda Marketplace must create and maintain a Stripe Connect account. By participating in the Marketplace as a seller, you agree to Stripe's Connected Account Agreement, including the Stripe Terms of Service. Rymeda acts as the platform facilitating transactions between buyers and sellers.

11.2 Platform Fee

Rymeda charges a platform fee on each Marketplace transaction. The platform fee is a percentage of the total transaction amount, as published on the Marketplace terms or in the seller's agreement. The platform fee is deducted automatically by Stripe before the remaining funds are disbursed to the seller.

11.3 Seller Payouts

Marketplace sellers receive payouts to their linked bank account on a rolling basis, subject to Stripe's payout schedule (typically two to seven business days after the transaction). Rymeda does not hold or control seller funds; all funds flow through Stripe's escrow and payout system.

11.4 Marketplace Disputes

Disputes between buyers and sellers are initially handled through Rymeda's Marketplace dispute resolution process. If a resolution cannot be reached, the parties may utilize Stripe's dispute and chargeback procedures. Rymeda reserves the right to mediate disputes and issue refunds or credits in its reasonable discretion.

12. Billing Disputes

If the Customer believes any invoice or charge is incorrect, the Customer must notify Rymeda in writing within thirty (30) days of the invoice date.

• Written Notice: Billing disputes must be submitted in writing to support@rymeda.com and must include the invoice number, the disputed amount, and a detailed description of the reason for the dispute.
• Good-Faith Resolution: Rymeda will investigate the dispute in good faith and respond within ten (10) business days. During the investigation, the undisputed portion of the invoice remains due and payable.
• Suspension Hold: Rymeda will not suspend the Customer's account for non-payment of a bona fide disputed amount while the dispute is being investigated, provided that the Customer has paid all undisputed amounts and the dispute was submitted within the thirty (30) day window.
• Resolution: If Rymeda determines that the disputed charge was incorrect, Rymeda will issue a credit or refund within ten (10) business days. If Rymeda determines the charge is correct, the Customer must pay the disputed amount within fifteen (15) days of the resolution notice, plus any applicable late payment interest accrued from the original due date.
• Waiver: Failure to submit a billing dispute within thirty (30) days of the invoice date constitutes acceptance of the charges and waiver of the right to dispute.

13. Insurance Claims & Billing

The Rymeda platform includes features to support healthcare insurance billing workflows. These features are provided as tools for the Customer's use and do not constitute billing services or clearinghouse operations by Rymeda.

13.1 Invoice & CPT Line Items

The platform supports the creation of Invoices with CPT (Current Procedural Terminology) LineItems, enabling providers to generate itemized billing documents for patient encounters. Providers are responsible for the accuracy of CPT codes assigned to their services.

13.2 Claims with ICD-10/CPT Codes

The platform supports the creation of Claims that include ICD-10 (International Classification of Diseases, 10th Revision) diagnostic codes and CPT procedure codes for insurance billing purposes. ORIS Clinical AI may suggest ICD-10 and CPT codes based on clinical documentation, but all codes must be reviewed and approved by the responsible provider before submission.

13.3 Provider Responsibility

The Customer (provider) is solely responsible for:

• The accuracy and appropriateness of all CPT and ICD-10 codes used in invoices and claims.
• Compliance with all applicable billing regulations, including the False Claims Act (31 U.S.C. §3729) and Anti-Kickback Statute (42 U.S.C. §1320a-7b).
• Verification of patient insurance eligibility and benefits.
• Timely submission of claims to payers through an appropriate clearinghouse.
• Handling of claim denials, appeals, and resubmissions.

14. Governing Law

These Billing Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. Billing disputes that cannot be resolved through the process described in Section 12 are subject to the dispute resolution provisions of the Terms of Service.