1. Acceptance and Eligibility
These Terms of Service ("Terms") form a binding agreement between RevHive Health LLC, a Massachusetts limited liability company ("RevHive," "we," "us," or "our"), and the healthcare provider entity ("Clinic," "you," or "your") that registers for an account or otherwise uses the RevHive service (the "Service"). By creating an account, executing a service order, or accessing the Service, you accept these Terms on behalf of the Clinic.
You represent and warrant that the Clinic is a licensed healthcare provider organized and operating in the United States; that you are duly authorized to bind the Clinic to these Terms; that the Clinic has obtained all consents necessary from its patients to permit RevHive to send balance-related communications on the Clinic's behalf; and that the Clinic's use of the Service will comply with all applicable federal and state laws.
2. Account Registration
The Service is provided on a one-account-per-Clinic basis. Each Clinic designates an administrative user (the "Admin User") who is responsible for managing access, inviting additional users, and acting as RevHive's primary point of contact for legal, billing, and security notices.
You agree to provide accurate, current, and complete registration information; to keep that information current; and to safeguard all credentials issued to you. You are responsible for all activity that occurs under your account, including activity by users you have invited.
You will notify RevHive promptly at legal@revhivehealth.com of any suspected unauthorized access to your account or any security incident affecting the data you have provided to us.
3. Subscription and Fees
The Service is offered on a contingency basis. RevHive's fee is a percentage of patient balances actually recovered by the Clinic following outreach performed through the Service, as set out in your service order or Business Associate Agreement (collectively, your "Service Order"). Where the Service Order is silent, the standard contingency rate published by RevHive at the time of execution applies.
Recovered amounts are reconciled monthly based on payment data reported by the Clinic. Invoices are issued in arrears and are due net 15 days from the invoice date unless otherwise agreed in writing. Past-due balances accrue interest at the lesser of 1.0% per month or the maximum rate permitted by applicable law.
Founding-partner pricing, if extended in your Service Order, is honored for the duration of continuous service and survives renewal periods, subject to the cancellation and termination provisions of these Terms.
4. Use of the Service
The Service is licensed for the Clinic's internal business use to manage outreach to its own patients regarding outstanding balances owed to the Clinic. The Clinic must have, and maintain throughout the term, a valid Business Associate Agreement (BAA) with RevHive before any patient data is uploaded.
The Clinic may not resell, sublicense, or make the Service available to any third party (including any other healthcare provider) without RevHive's prior written consent. Each Clinic entity must execute its own Service Order and BAA with RevHive.
5. Acceptable Use
You agree that you will not, and will not permit anyone using your account to:
- Use the Service to send unsolicited bulk communications, marketing messages, or any communication unrelated to a bona-fide patient balance owed to the Clinic.
- Use the Service to harass, threaten, intimidate, or unreasonably pressure patients, including by ignoring opt-out requests, using deceptive sender identities, or sending communications outside hours permitted by applicable law.
- Use the Service to attempt to collect a debt that is not owed, that is disputed and unresolved, that has been discharged in bankruptcy, that is barred by the statute of limitations, or that is otherwise legally uncollectible.
- Upload patient data without the consents and disclosures required under HIPAA and applicable state law.
- Reverse-engineer, decompile, scrape, or attempt to derive source code from the Service, or interfere with its operation through automated means.
- Use the Service to violate any applicable federal, state, or local law, including TCPA, CAN-SPAM, FDCPA (where the Clinic or RevHive is acting in a covered capacity), and state debt-collection and consumer-protection statutes.
We reserve the right to suspend or terminate accounts engaged in conduct that violates this section, with or without notice depending on the severity of the violation.
6. Patient Data Responsibilities
The Clinic warrants that all patient data uploaded to or made available through the Service is accurate, current, and lawfully obtained; that the Clinic has provided the patient with any required notices (including its Notice of Privacy Practices); and that the Clinic has obtained any consent or authorization required for RevHive to send email and SMS communications to the patient on the Clinic's behalf, including express consent under the Telephone Consumer Protection Act where applicable.
The Clinic is solely responsible for the accuracy of balance amounts, the validity of the underlying debt, and the appropriateness of including any specific patient in an outreach campaign. RevHive provides tooling and infrastructure; determinations about which balances to pursue are the Clinic's.
7. HIPAA Compliance Roles
For purposes of HIPAA, the Clinic is a Covered Entity and RevHive is the Clinic's Business Associate. The parties will execute a Business Associate Agreement that governs the permitted uses and disclosures of Protected Health Information, the safeguards each party will implement, breach notification obligations, and the disposition of PHI on termination.
In the event of any conflict between these Terms and the BAA with respect to the handling of PHI, the BAA controls. The BAA and these Terms together constitute the agreement between the parties regarding the Service.
8. Intellectual Property
The Service, including all software, models, templates, workflows, dashboards, documentation, and the "RevHive" name, logo, and other trademarks, is and remains the exclusive property of RevHive and its licensors. We grant the Clinic a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of the Service Order for the Clinic's internal business use, subject to these Terms.
The Clinic retains all right, title, and interest in and to its patient data and other Clinic content. The Clinic grants RevHive a limited license to use that data solely as necessary to provide the Service and as otherwise permitted by the BAA. Aggregated and de-identified data created in compliance with HIPAA may be used by RevHive to operate, secure, and improve the Service.
9. Confidentiality
Each party may receive non-public information from the other that is marked or reasonably understood to be confidential ("Confidential Information"). Each party will use the other's Confidential Information only as needed to perform under these Terms, will protect it with at least the same care it uses for its own confidential information of similar importance (and in no event less than reasonable care), and will not disclose it to third parties except to employees, contractors, or advisors with a need to know who are bound by comparable confidentiality obligations. PHI is governed by the BAA in addition to this section.
10. Term and Termination
Unless otherwise specified in your Service Order, the initial term of the Service is one (1) year from the effective date of the Service Order, and renews automatically for successive one-year terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
Either party may terminate the Service for material breach by the other party that remains uncured thirty (30) days after written notice. RevHive may suspend the Service immediately if the Clinic's use creates a security, legal, or compliance risk to RevHive, its other customers, or any patient.
On termination, RevHive will, at the Clinic's option, return or destroy the Clinic's patient data in accordance with the BAA. Outstanding fees for services rendered through the effective termination date remain due and payable.
11. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. REVHIVE DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. REVHIVE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SPECIFIC RECOVERY RATE WILL BE ACHIEVED, OR THAT THE SERVICE WILL MEET THE CLINIC'S SPECIFIC REQUIREMENTS. NO INFORMATION OR ADVICE OBTAINED FROM REVHIVE OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE TOTAL FEES PAID BY THE CLINIC TO REVHIVE UNDER THE SERVICE ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO BREACHES OF THE BAA OR TO LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
13. Indemnification
The Clinic will defend, indemnify, and hold harmless RevHive, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding, and any related losses, damages, liabilities, settlements, judgments, fines, costs, and expenses (including reasonable attorneys' fees), arising out of or related to: (a) unauthorized patient outreach attributable to the Clinic, including outreach where required consents were not obtained or where opt-outs were not honored due to data the Clinic failed to provide; (b) the Clinic's breach of its representations or warranties in these Terms; (c) the Clinic's violation of applicable law; or (d) the inaccuracy of patient data uploaded by the Clinic.
RevHive will defend, indemnify, and hold the Clinic harmless from third-party claims that the Service, as provided by RevHive and used in accordance with these Terms, infringes a U.S. patent, copyright, or registered trademark of the third party, subject to standard exclusions for combinations, modifications, and use outside the scope of these Terms.
14. Dispute Resolution
These Terms are governed by the laws of the Commonwealth of Massachusetts without regard to conflict-of-laws principles. The parties agree that any dispute that cannot be resolved through good-faith negotiation will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Boston, Massachusetts. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a state or federal court located in Suffolk County, Massachusetts to protect its intellectual property rights or Confidential Information. The parties waive any right to a jury trial and waive any right to participate as a class representative or class member in any class action against the other party.
15. Modifications to the Service or Terms
RevHive may modify the Service from time to time, including by adding, changing, or removing features, provided that material reductions in core functionality during a paid term will be communicated in advance. RevHive may also update these Terms; when we do, we will revise the effective date and provide reasonable notice of material changes by email to the Admin User and via the dashboard. Continued use of the Service after the effective date of an updated version of these Terms constitutes acceptance of the updated Terms.
16. Notices
Notices to the Clinic under these Terms may be delivered electronically to the email address of the Admin User on file and are deemed received on the day sent. Notices to RevHive must be sent to legal@revhivehealth.com and, for legal process, to RevHive Health LLC, Boston, Massachusetts (full mailing address available on request and to be published prior to general availability).
17. Entire Agreement
These Terms, together with the Service Order, the Business Associate Agreement, and any policies referenced herein (including the Privacy Policy), constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings on the subject matter. No waiver of any provision is effective unless in writing and signed by the waiving party. If any provision is held unenforceable, the remaining provisions remain in full force. Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, or sale of all or substantially all assets, in which case notice to the other party is sufficient.
18. SMS Program Terms
By providing your mobile telephone number to your healthcare provider (the "Clinic") and opting in to receive text messages, you consent to receive recurring automated text messages from RevHive Health, sent on behalf of the Clinic, regarding your account balance, payment reminders, payment confirmations, and related account notifications. Consent is captured per-patient by the Clinic at intake and is required before any text message is sent.
Message frequency varies based on the status of your account. Message and data rates may apply, as set by your mobile carrier. Consent to receive these text messages is not a condition of receiving any healthcare service from the Clinic or of any purchase.
You may opt out at any time by replying STOP to any message you receive; you will receive a single confirmation message and will then receive no further messages from the program unless you re-subscribe by replying START. For help, reply HELP or contact support@revhivehealth.com.
Supported U.S. carriers include AT&T, T-Mobile, Verizon, Sprint, U.S. Cellular, Boost, Cricket, MetroPCS, and other major and regional carriers. Carriers are not liable for delayed or undelivered messages. For information about how we collect, use, and protect personal information related to the SMS program, see our Privacy Policy.
19. Contact Us
Questions about these Terms may be directed to legal@revhivehealth.com. For privacy-specific inquiries, please see our Privacy Policy and contact privacy@revhivehealth.com.