THIS BILLING INTELLIGENCE SERVICES AGREEMENT (this “Agreement”) is between Vivos Therapeutics, Inc. (“Vivos”) and the licensed dental or medical provider identified in the application and/or as more particularly described on the signature page to this Agreement (“Client” or “Provider”) and is effective as of the date Client accepts this Agreement by clicking “Accept” or signing this Agreement (the “Effective Date”). As a condition to Client’s access to the Billing Intelligence Services via this Agreement, Client must also agree to Vivos’ End User License Agreement (the “EULA”) to access and use the Vivos Aire 02 Software, which is expressly incorporated into and form a part of this Agreement. Nothing included herein shall modify the terms and conditions of Vivos Provider Terms and Conditions, if applicable to Client.
Client wishes to retain Vivos to provide medical billing services through the Billing Intelligence Service Department (“BIS”) pursuant to the terms of this Agreement. In consideration of the foregoing promises and mutual covenants set forth herein, the parties agree as follows:
- MEDICAL BILLING SERVICES.
Client hereby expressly authorizes Vivos to provide medical claim preparation services to Client for submission of medical services provided by Client that are billable to medical insurance plans (the “Services”). Vivos shall use commercially reasonable efforts to provide the Services based on the medical billing and third-party payor information provided by Client. All patient information and data provided by Client to Vivos shall be kept confidential and shall not be disclosed to anyone outside of Vivos other than to the extent necessary for Vivos to process and submit claims for the Client, including submission of such patient information to third party payors.
Invoiced items are listed here for designated Medical Billing packages. The BIS reserves the right to change and update our packages on an as needed basis. The BIS will honor packages that are discontinued that the Client has already signed up for. If Client wants to cancel, change or sign up for a new package, then the Client must provide written notice to the BIS 30 days in advance and prior to the expiration date to email@example.com
Silver & Gold Plan
$995 setup fee (includes first month of services and set up of AireO2 account)
- Included- 3 users for AireO2, Additional are $80 per user
- Included Verification of Benefits and Pre-authorizations
- Unlimited claim submission and follow up
- Dedicated account manager
- 4 months of initial training on Medical Billing and AireO2
- 1 refresher training per year
- Included cases per package: 5- Silver ($795 per month), 7-gold ($895 per month) *Please note unused cases do not roll over each month.
- Additional cases $100 per case over the included amount
- $20 per myofunctional Therapy case
- BIS charges 8% fee of collected insurance payments for oral surgery
Dental Office Plan
$995 Set up/ $495 per month
- Included- 3 users for AireO2, Additional are $80 per user
- $10 per Verification of Benefits
- $20 per Pre-authorization
- Unlimited claim submission and follow up
- Dedicated account manager
- Out of network Credentialing
- 4 months of initial training on Medical Billing and AireO2
- 1 refresher training per year
- BIS charges 8% fee of collected insurance payments
$995 Setup / $1295 mo.
- Unlimited Verification of Benefits (“VOB”)/pre-authorization
- Assigned Account Manager
- Up to 10cases (claim preparation, submission, follow-up, appeals, posting)
- Additional cases at $100/case
- Myofunctional Therapy Claims Submission included
- BIS charges 8% fee of collected insurance payments
*Please note unused cases do not roll over each month.
Medicare Application Package & In network Credentialing
- $1,200 Part B
- $1,000 DME
- $2,000 bundle and save with Part B and DME
Additional Credentialing Add on services:
Credentialing package –
- Out of Network (“OON”) included with sign up
- In Network – $150 per insurance payer
Additional Add on Services
- Clinical Review & assistance – $15 per case
- Patient statement mailing $3 per statement
- Additional trainings for AireO2/Medical Billing – after initial 120 days
- Bundled rate 4 hours for $300 (Must be purchased together)
- New staff training $150 for 2 hours
- $25 – no show/cancelation fee – 24hr notice required
- Medical Billing capabilities – $100 per month
Please Note: If the Client has been provided BIS services as part of its enrollment with Vivos, then the Client will automatically be provided the Silver package including the items listed above. If the Client orders additional AireO2 items or exceeds 5 designated cases per month then there will be an additional $100 charge per case that will be invoiced to the Client at the beginning of each month. By signing up through the BIS website Client agrees that once the Client’s introductory period has expired then the Client’s services will automatically be renewed and the Client will automatically be charged the standard rate per month in accordance with the package the Client was currently receiving unless the Client has provided a written notice cancelling services 30 days in advance of the expiration date to Medicalbilling@vivoslife.com. Such monthly renewals at the applicable package’s standard rate will continue to occur until the Client has provided a written notice cancelling services 30 days in advance of the expiration date to Medicalbilling@vivoslife.com.
Included Aire O2 Software Features with BIS Plans unless otherwise designated
- Three users on cloud based EHR
- Comprehensive practice management and clinical charting capabilities
- Patient Portal with electronic patient intake forms
- Email connection with designated email from Client’s office
- Standard patient ledgers
- Standard Patient Letters
- Analytics and reporting
- HIPAA compliant PHI
- Scheduling & Calendar
Client agrees if it enrolls additional users, then Client agrees to pay invoices for the additional users.
AireO2 Software Only Plan
$995 Setup / $395 month
This package includes no access to medical billing of claims through AireO2.
AireO2 Software with Billing Plan
$995 Setup / $495 month
This package includes the right to complete Medical & Dental Billing submission through the Client’s own third-party Electronic Clearinghouse and is not included through AireO2. Vivos BIS agrees to assist in the process of connecting AireO2 to the Client’s designated Clearinghouse. The Client agrees to ensure that the clearinghouse the Client is utilizing for claims submission is already integrated with AireO2 and the Client will not be requesting a connection to a clearinghouse outside of this list. The BIS will not be responsible for the assistance of billing claims and cannot train or teach the Client to bill to medical payers. The Client is required to provide a medical biller on its behalf that knows how to submit claims electronically to the electronic clearing house. A guide will be provided by BIS on claims submission process only, not including proper coding or diagnosis requirements per treatment. The BIS is not responsible for any claims billed by the Client utilizing this package. The BIS is also not responsible for assisting in posting insurance payments or allocating accounting items through AireO2 software. Basic training can be provided on process only for this area of AireO2 and BIS/AireO2 staff will not be responsible for allocating for posted insurance or front-end payments.
AireO2 Add-On Services-
Additional Charges per AireO2 Add Ons may apply and will be charged at the beginning of each month.
$100 set up fee for most additional AireO2 services
- Additional Users
- $80 per user
- Bundle for 2 – $130
- Bundle for 3 – $170
- Fax – $10 per month
- Telemedicine – $25 per month
- SMS reminder – .05 per SMS
- Custom Form building
- $200 first 5 pages
- $50 per additional page
Client acknowledges that some or all the services through AireO2 could be a third-party vendor and the BIS is not responsible for their services or actions.
- CLIENT RESPONSIBILITIES.
(a) Initial Credentialing. Client shall cooperate and assist with Vivos’ setup process in order to confirm and establish initial credentialing status with Client’s third-party payors. Client acknowledges that this process must be completed prior to Vivos’ provision of any Services. Tax and medical payer documentation and information may be requested to verify validity of office status. Client understands that Tax-ID and NPI information is needed to properly bill medical and dental payers in its state and that the BIS needs access to these items at the beginning of the 120-day terms agreed upon.
(b) Training. Client agrees to participate in the following training programs as directed by Vivos during the term of this Agreement: (i) Vivos’ Breathing Wellness Institute in Denver, Colorado or Virtually; (ii) Medical Billing courses contained in Vivos’ learning management system, Absorb; (iii) process implementation training on medical billing provided by Vivos’ Billing Intelligence Service team; and (iv) all other trainings designated by Vivos from time to time.
(i) Client agrees to an additional charge of $25 for missed training and will notify the BIS in writing when it is unable to attend prior to training with advanced 24-hour notice. (vi) Client agrees to additional training charges applicable under these terms of service designated under the reoccurring billing authorization section. This includes both Medical Billing Training and AireO2 training.
(c) Documentation. Client shall timely submit to Vivos all applicable letters of medical necessity (each signed by a physician), diagnoses, medical codes, Explanation of Benefits forms received from third party payors, records of payments received directly from patients, and other documentation, information, and assistance reasonably requested by Vivos for each case billed by Client to which the Services apply (collectively “Documentation”). Client’s failure to promptly provide Documentation may result in a delay of Vivos’ provision of Services, and Vivos shall incur no penalty or liability for any such delay. Client shall be responsible for ensuring the accuracy and completeness of all Documentation and for ensuring the medical necessity and appropriateness of all medical services to which the Services apply.
(d) Client Acknowledgement. Without limiting the foregoing, Client acknowledges and agrees that ultimate responsibility for all claims submitted is that of the Client. The client shall be responsible for maintaining all original source documents to enable it to verify and document the claims submitted to third party payors. Vivos shall have no liability or responsibility whatsoever regarding the accuracy or completeness of the coding or determinations regarding medical necessity. If a claim filed by Vivos is denied, it is Client’s sole responsibility to determine whether to appeal such claims; and Vivos may provide limited advice or assistance with such appeal to prove medical necessity in the case, at Vivos’ discretion. Vivos is not responsible for any denied claims or denial of appeals, as this is the decision of Client’s patient’s insurance provider.
(e) BIS will not edit or change any information notated or documents signed by patient or provider. BIS is only able to edit diagnosis codes and procedure codes in accordance with our billing guidelines. If Client would like BIS staff to edit anything for Client including LMNs and Notes, this must be completed prior to the Client signing off on the document.
Recurring Billing Authorization:
I CERTIFY THAT I AM THE LEGAL CARDHOLDER FOR THIS CREDIT CARD AND THAT I AM LEGALLY AUTHORIZED TO ENTER INTO THIS AUTHORIZATION WITH VIVOS. I HEREBY AUTHORIZE VIVOS TO CHARGE THE INDICATED CREDIT CARD ON A PERIODIC BASIS FOR THE AMOUNT DUE UNDER MY CONTRACT WITH VIVOS AS INDICATED ABOVE. I UNDERSTAND THAT THE PAYMENTS MAY BE EXECUTED WITHIN VIVOS’ NORMAL BILLING CYCLES AND NOT ALWAYS ON THE SAME DATE EACH MONTH. I understand that all additional charges including Verification of Benefits, Pre-authorizations, Myofunctional therapy billing, 8% charge of insurance payments and additional add on Medical Billing and AireO2 services will be invoiced separately from the recurring payment associate through the website. THIS RECURRING and invoiced BILLING AUTHORIZATION SHALL REMAIN IN FORCE UNTIL CANCELED BY ME IN WRITING, AND I AGREE TO NOTIFY VIVOS IN WRITING OF ANY CHANGES IN MY ACCOUNT INFORMATION OR TERMINATION OF THIS RECURRING BILLING AUTHORIZATION AT LEAST 30 DAYS PRIOR TO THE NEXT SCHEDULED BILLING DATE. I agree to the terms of an initial contract length of 120 days starting from the date of sign up. During this time Training for staff and providers at the designated office location will be included. Any additional training after the initial 120-day term is considered additional training and would constitute an additional training charge listed above under Medical Billing Services. If I cannot make a scheduled training, I must notify the BIS in writing within 24hrs or an additional charge of $25 will be invoiced for each instance. Client’s services will automatically be renewed, and the Client will automatically be charged the standard rate per month in accordance with the package the Client was currently receiving unless the Client has provided a written notice cancelling services 30 days in advance of the expiration date to Medicalbilling@vivoslife.com. In order to cancel services at the end of the 120-day term, Client must provide written notice 30 days in advance of the end of the term to Medicalbilling@vivoslife.com. IF THE RECURRING BILLING AUTHORIZATION IS CANCELLED IN WRITING, THE ACCOUNT WILL BE MANUALLY INVOICED AND PAYMENT MUST BE MADE VIA CHECK, MONEY ORDER, WIRE, or credit Card on file with Vivos Therapeutics. I WILL NOT DISPUTE VIVOS’ RECURRING and Invoiced BILLING WITH MY CREDIT CARD ISSUER SO LONG AS THE AMOUNT IN QUESTION WAS FOR SERVICES RENDERED PRIOR TO MY CANCELING MY RECURRING BILLING AUTHORIZATION IN WRITING AS REQUIRED HEREIN. I UNDERSTAND THAT MY BILLING INFORMATION WILL BE SAVED BY VIVOS’ FOR ALL RECURRING FUTURE TRANSACTIONS for Medical Billing and AireO2 services.
AIRE O2 END USER LICENSE AGREEMENT
VIVOS THERAPEUTICS, INC. (“VIVOS”) OFFERS A NON-EXCLUSIVE, NON-TRANSFERABLE, NON-SUBLICENSABLE LICENSE TO ITS PROPRIETARY AIRE 02 SOFTWARE (THE “AIRE 02 SOFTWARE”) TO YOU UPON THE CONDITION THAT YOU ACCEPT THE TERMS OF THIS END USER LICENSE AGREEMENT (THIS “EULA”). USING THE AIRE 02 SOFTWARE INDICATES THAT YOU ACCEPT THE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN VIVOS IS UNWILLING TO LICENSE THE AIRE 02 SOFTWARE TO YOU.
Vivos grants you a limited, non-exclusive, non-transferable, non- sublicensable license to use the Aire O2 Software solely in connection with the Vivos products and services provided to you pursuant to the Vivos Provider Terms and Conditions (the “Provider Terms”), if applicable, or pursuant to a separate Billing Intelligence Services Agreement (a “BIS Agreement”). No copies of the Aire O2 Software may be made. The Aire O2 Software may contain open-source software, subject to separate license terms, and Vivos has no liability for any such open-source software. By logging in and utilizing the AireO2 software you agree that you are using your own log in information and all items completed under your username are completed by you and you alone. You agree to not share your User ID.
You, or the practice through which you operate, will make payment for use of the Aire O2 Software pursuant to the Provider Terms or BIS Agreement, as applicable.
AireO2 only packages are still subject to the BIS Agreement above.
- INTELLECTUAL PROPERTY RIGHTS.
Access to the Aire O2 Software provided to you is licensed, not sold. You must not remove or alter any copyright or other proprietary rights notices on any copies of the Aire O2 Software. This EULA does not grant you any rights in connection with any trademarks or service marks of Vivos. You must not use, copy, or distribute the Aire O2 Software, except as expressly permitted by this EULA. Title, interest, ownership rights, and intellectual property rights in and to the Aire O2 Software and accompanying printed materials shall remain solely and exclusively with Vivos. Any proprietary rights not expressly granted to you herein are reserved by Vivos.
- DISCLOSURE AND USE RESTRICTIONS.
You will treat the Aire O2 Software as strictly confidential and will not use the Aire O2 Software for any purpose other than as prescribed by the Provider Terms or BIS Agreement, as applicable. You will not disclose or make available the Aire O2 Software to any entity or person whatsoever, notwithstanding the members of Provider’s practice who have a bona fide need to access the Aire O2 Software in connection with the Provider Terms or BIS Agreement, as applicable (“Authorized Users”). You will be fully responsible for the breach of this EULA by any Authorized User(s). You will not rent, lease, lend, sublicense, or in any way distribute or transfer any rights in this EULA or the Aire O2 Software to any third party without Vivos’ prior written approval, which may be withheld in Vivos’ sole and absolute discretion. You will not and will not attempt to or allow any third party to (or make the Aire O2 Software available to any third party so that such party is able to) reverse engineer, decompile, defeat license encryption mechanisms, or disassemble the Aire O2 Software. You will use commercially reasonable controls to prevent any unauthorized use, access, or disclosure of the Aire O2 Software.
- TECHNICAL SUPPORT; ENCHANCEMENTS.
Vivos will provide you with reasonable helpdesk technical support services in accordance with Vivos’ standard practices, as the same may be modified from time to time. Vivos may, but has no obligation to, make available a
new version, updates, patches, upgrades, enhancements, modifications, extensions, functional improvements, error corrections, revisions, or changes to the Aire O2 Software. Vivos is not required to notify you of any such changes to the Aire O2 Software.
Vivos may terminate this EULA effective immediately upon written notice. Upon termination, all rights granted to you in this EULA will immediately cease to exist and you must immediately discontinue all use of the Aire O2 Software. This EULA automatically terminates without requiring written notice from Vivos if you breach any of the terms of this EULA, the Provider Terms or BIS Agreement, as applicable.
- DISCLAIMER OF WARRANTIES.
The Aire O2 Software is provided “as is” and Vivos expressly disclaims all warranties, conditions, or other terms, whether express, implied, or statutory, including without limitation, warranties, conditions, or other terms regarding merchantability, fitness for a particular purpose, design, condition, capacity, performance, title, and non-infringement. Without limiting the foregoing, Vivos does not guarantee that the Aire O2 Software will operate uninterrupted or error-free or that all errors will be corrected. In addition, Vivos does not warrant that the Aire O2 Software or any equipment, system, or network on which the Aire O2 Software is used will be free of vulnerability to intrusion or attack. You acknowledge that the operation of the Aire O2 Software requires an internet connection for which you are solely responsible, and that a lack of internet connectivity will prevent your use of the Aire O2 Software. You further acknowledge that internet connectivity in relation to the Aire O2 Software is provided by third parties over which Vivos has no control.
- LIMITATION OF LIABILITY.
IN NO EVENT WILL VIVOS OR ITS THIRD PARTY SUPPLIERS OR LICENSORS BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THIS EULA OR THE USE OF OR INABILITY TO USE THE AIRE O2 SOFTWARE, EVEN IF VIVOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, VIVOS’ AND ITS THIRD PARTYSUPPLIERS’ ANDLICENSORS’ ENTIRE LIABILITY ARISING OUT OF THIS EULA SHALL BE LIMITED TO FIVE HUNDRED DOLLARS. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
- EXPORT PROHIBITION.
The Aire O2 Software is subject to local and extraterritorial export control laws and regulations. You will comply with such laws and regulations governing use, export, re-export, and transfer of VivosAire Software, products, and technology.
- DATA COLLECTION AND PRIVACY.
You agree that Vivos may collect anonymous statistics, such as the sequence of features used, to analyze use patterns and/or user trends to support its efforts to improve the Aire O2 Software. By using the Aire O2 Software, you agree on behalf of yourself and your Authorized Users to such data collection and further agree to allow log files of the statistics, of a relatively small and reasonable size, to be stored on your computer as a sequence of numbers, for a reasonable length of time. You understand and agree that by using the Aire O2 Software, you may be electronically transferring information of a confidential nature. By using the Aire O2 Software, you agree that you meet the applicable legal requirements to do so and that you are solely responsible to protect any confidential information kept or retained on your local machine or servers.
- GOVERNING LAW; WAIVER OF JURY TRIAL.
This EULA and your access to the Aire O2 Software shall be governed by and construed and enforced in accordance with the laws of Colorado, without regard to its conflicts or choice of laws principles. All disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Colorado. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS EULA, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS EULA, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS EULA, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
- AGREEMENT TO CONDUCT BUSINESS ELECTRONICALLY.
You agree to conduct business with Vivos electronically, and that except as otherwise specifically provided herein, an electronic signature on this Agreement, or any other documents, arrangements, agreements, or notice or other communication required or permitted to be given hereunder, or pursuant or relating to this Agreement or the Aire O2 Software, shall have the same force and effect as the use of manual signatures. You further agree that your use of the Vivos Aire O2 Software and any Vivos website, as a condition of such use, you stipulate that while using the Vivos Aire O2 Software, any Vivos website and where applicable terms and conditions on any Vivos website so indicate, when you click a button labeled “I Agree” or “I Accept”, or when you type “I Agree” or “I Accept” in a space marked for such an input
by you, you will be manifesting and authenticating your assent to a binding electronic contractual agreement incorporating the terms and provisions for which the button or input area is provided. You acknowledges that (i) it is not a ‘consumer’ for purposes of the ‘ESIGN’ Act, (ii) any law requiring record retention may be satisfied by electronic record retention; (iii) an electronic record is sent when addressed to an information processing system used by recipient of which recipient can receive it, recipient ‘s system can process it, and the system used by sender is no longer in control and the recipient’s system controls the information; (iv) an electronic record is received when it arrives in the recipient’s system, as designated by the recipient for receipt of electronic information, and the recipient’s system can process it. The recipient need not open or view the electronic record for it to be considered received.
- FORCE MAJEURE.
Vivos shall not be liable or responsible to you, nor be deemed to have defaulted under or breached this EULA, for any failure or delay in fulfilling or performing any term of this EULA, when and to the extent such failure or delay is caused by or results from acts beyond Vivos’ control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, explosion, natural catastrophe, pandemics, epidemics; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national, regional or local emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and
(h) other similar events beyond the control of Vivos. Vivos’ obligations under this Agreement are suspended as long as a Force Majeure Event continues.
This EULA represents the entire agreement of the parties with respect to the subject matter hereof and may be incorporated into the Provider Terms or BIS Agreement, as applicable. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. All rights and remedies provided in this EULA are cumulative and not exclusive, and the exercise by Vivos of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise. The EULA may not be modified, except by written instrument signed by an authorized representative of Vivos. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect. You and Vivos are independent contractors, and nothing in this EULA, the Provider Terms, BIS Agreement, or any attachment thereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them. There are no third-party beneficiaries to this EULA. You may not assign any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Vivos, which may be withheld in the sole discretion of Vivos. This EULA shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
By clicking “I Agree,” or by otherwise using the Aire O2 Software, you acknowledge that you have read and accept this EULA in its entirety, and either such electronic acceptance shall be binding on both you and Vivos.