These Terms of Service govern your use of the services provided by Luxen Talent Inc.,a Wyoming corporation trading as Luxen ("Luxen", "we","us"). By engaging Luxen, you ("Client", "you")agree to these terms.

Whereyou and Luxen have signed a separate services agreement, that agreement governsand these terms apply only to the extent they do not conflict with it.

1. Services

Luxen provides revenue cycle management and related services to healthcare providers.Depending on the scope agreed with you, this may include eligibility and benefits verification, prior authorization, charge entry, medical coding and coding review, claim submission, clearinghouse rejection work, payment posting, denial management and appeals, accounts receivable follow-up, patient billing, credit balance and refund processing, payer credentialing, reporting, and medical virtual assistant support.

Only the services set out in your signed scope are included. Luxen works inside your existing practice management system. We do not require you to migrate systems, and we do not hold or contract with your payers.

2. Your responsibilities

The accuracy and completeness of clinical documentation is and remains your responsibility. Luxen codes and bills on the basis of the documentation you provide.

You acknowledge that:

•  Claims are submitted under your own National ProviderIdentifier and tax identification number, and you remain legally responsiblefor the accuracy and validity of every claim submitted on your behalf

•  Your providers remain responsible for attesting to thelevel of service documented and billed

•  You remain the covered entity under HIPAA and retainall obligations attaching to that status

•  You will provide and maintain timely access to thesystems, payer portals and clearinghouse accounts we need

•  You will respond to requests for documentation orclarification within a reasonable period, recognising that payer filing andappeal windows are fixed

Luxen is not responsible for revenue lost because access, documentation or a response was not provided in time to meet a payer deadline.

3. Fees and payment

Fees are charged either as a flat monthly amount or as a percentage of collections, as agreed with you in writing before work begins.

Flat monthly fees are invoiced in advance. Percentage of collections fees are invoiced monthly in arrears, based on amounts actually received in the preceding month net of refunds and payer take backs, and supported by are conciliation report.

Invoices are payable within 15 days. All fees are in US dollars and exclusive of applicable taxes. Where an invoice is more than 15 days overdue, Luxen may suspend services on 10 days written notice. There is no setup fee and no exit fee.

4. Term and termination

Services are provided on a month to month basis. Either party may terminate for convenience on 30 days written notice.

Either party may terminate immediately if the other materially breaches these terms and fails to cure within 10 days of written notice, or becomes insolvent. Luxen may terminate immediately where continued performance would, in our reasonable judgement, require us to act unlawfully or contrary to payer rules.

For 7 days following termination, Luxen will provide an export of your work product, accounts receivable status, denial history and reporting in a commonly readable format at no additional charge, and will return or destroy protected health information in accordance with the Business Associate Agreement. You remain liable for fees accrued to the termination date, including fees on collections received in respect of claims worked by Luxen.

5. HIPAA and protectedhealth information

Luxen acts as a business associate in performing the services. The parties will execute a Business Associate Agreement before Luxen is granted access to any of your systems or receives any protected health information. Where the Business Associate Agreement and these terms conflict in relation to protected health information, the Business Associate Agreement governs.

Luxen will use and disclose protected health information only as permitted by that agreement and applicable law, maintain appropriate safeguards, require HIPAA training for every person granted access, limit access to those who need it, and notify you of any breach of unsecured protected health information without unreasonable delay.

You will not transmit protected health information to Luxen through any channel other than those agreed in writing.

6. Compliance

Each party will comply with all laws applicable to its performance, including HIPAA, the HITECH Act, the False Claims Act and the Anti-Kickback Statute.

Luxen will not knowingly submit, and you will not direct Luxen to submit, any claim that is false, unsupported by documentation or otherwise non-compliant. Luxen does not upcode or unbundle, and does not downcode below the level of service documented. Either party may decline to proceed with a claim it reasonably believes would be unlawful to submit, and will explain why.

7. Confidentiality

Each party will keep confidential all non-public information received from the other, use it only to perform its obligations, and protect it with no less care than it applies to its own confidential information.

This does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, was independently developed, or must be disclosed by law. These obligations survive termination for one year, and indefinitely in respect of protected health information.

8. Records

Luxen maintains records of services performed, including claims worked, denials handled, appeals filed and collections attributed, for not less than six years or such longer period as applicable law requires. You may audit those records on 20 days written notice, to the extent reasonably necessary to verify fees charged.

9. Intellectual property

You retain all rights in your own data, records, patient information, payer contracts and systems. Luxen retains all rights in its own methodologies, templates, training materials, software and internal tooling, including improvements made during the engagement.

Reports and deliverables produced specifically for you may be used by you for your own business purposes without restriction. Luxen may use aggregated and de-identified data to operate and improve its business, provided it can not reasonably be used to identify you, any patient or any individual, and provided such use complies with HIPAA de-identification requirements.

10. Warranties anddisclaimer

Luxen warrants that it will perform the services with the reasonable skill, care and diligence expected of a competent provider of revenue cycle management services, and in compliance with applicable law and payer requirements.

Luxen does not warrant any particular financial outcome. Collections, denial rates, clean claim rates and days in accounts receivable depend on factors outside our control, including payer behaviour, payer contracts, your documentation, patient payment behaviour and regulatory change. No projection, benchmark or illustrative figure constitutes a guarantee of results.

Except as stated above, and to the fullest extent permitted by law, Luxen dis claims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

11. Limitation ofliability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, including lost profits.

Subject to the following paragraph, each party's total cumulative liability is limited to the fees paid or payable by you to Luxen in the twelve months preceding the event giving rise to the claim.

That limit does not apply to breach of confidentiality obligations, breach of the Business Associate Agreement or obligations in respect of protected health information, the indemnities in section 12, your obligation to pay fees due, or either party's fraud, gross negligence or wilful misconduct.

12. Indemnification

Luxen will indemnify and hold you harmless against third party claims, and associated liabilities and reasonable legal costs, arising from our breach of these terms or the Business Associate Agreement, our negligence or wilful misconduct, or our infringement of third party intellectual property rights.

You will indemnify and hold Luxen harmless against third party claims, and associated liabilities and reasonable legal costs, arising from your breach of these terms, your negligence or wilful misconduct, the inaccuracy or insufficiency of clinical documentation you provide, or any instruction to submit a claim you knew or should have known was not properly supported.

The party seeking indemnity will give prompt notice, allow the other to control the defence, and cooperate reasonably.

13. Governing law

These terms are governed by the laws of the State of Wyoming, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Wyoming, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its confidential information, intellectual property or protected health information.

The parties will attempt to resolve any dispute through good faith discussion before commencing proceedings.

14. Changes to these terms

Luxen may update these terms from time to time. We will give at least 30 days notice of any material change by email to your account contact. If you object to a material change you may terminate on notice given before it takes effect, without penalty. Continued use of the services after the effective date constitutes acceptance.

No change to these terms varies the Business Associate Agreement, which may only be amended in writing signed by both parties.

15. General

Luxen is an independent contractor. Nothing in these terms creates a partnership, joint venture, employment or agency relationship, and Luxen exercises no control over your clinical decisions.

Neither party may assign these terms without the other's written consent, except to a successor in a merger or sale of substantially all assets, on notice. If any provision is held unenforceable, the remainder continues in effect. Failure to enforce a provision is not a waiver of the right to enforce it later. Notices must be in writing and sent to the email address on file.

Sections 2, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 survive termination.

16. Contact

Luxen Talent Inc.

hello@luxentalent.com

luxentalent.com

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