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Paytient Health Payment Account Terms

Last updated April 21, 2025

ARBITRATION AND CLASS ACTION WAIVER: PLEASE REVIEW THESE HEALTH PAYMENT ACCOUNT (HPA) TERMS CAREFULLY. YOU AGREE THAT DISPUTES BETWEEN YOU AND PAYTIENT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION (INCLUDING CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE HPA TERMS), AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION OR A TRIAL BY JURY. THESE HPA TERMS EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION. BY AGREEING TO THESE HPA TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THESE HPA TERMS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

These Paytient Health Payment Account Terms (the “HPA Terms”) are a legal agreement between you and Paytient Technologies, Inc., doing business as Paytient (“Paytient,” “we,” “us,” and “our”). These HPA Terms apply to your registration for and use of the Health Payment Account service (the “HPA Services”). These HPA Terms do not apply to your access to our publicly-available website at www.paytient.com, which is governed by our website Terms of Use.

Additionally, these HPA Terms do not apply to your use of the Paytient VISA Credit Card associated with any Health Payment Account, which is issued by the Issuing Bank (as that term is defined below) and subject to a separate Cardholder Agreement. Please review the Cardholder Agreement for details on the terms governing your use of the Paytient VISA Credit Card (“Credit Card Account”).

You acknowledge and agree that, by accessing, registering for, or otherwise using the HPA Services, you are indicating that you have read, understand, and agree to be bound by these HPA Terms. If you do not agree to these HPA Terms, then you have no right to access or use the HPA Services.

We may, from time to time, modify these HPA Terms. Please check this page periodically for updates. Any changes will be posted on the HPA Services. If you do not agree to, or cannot comply with, the modified HPA Terms, you must stop using the HPA Services. The updated HPA Terms will take effect after their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you, and except as provided in the Arbitration Agreement section of these HPA Terms. Your continued use of the HPA Services after any such update constitutes your binding acceptance of such changes.

1. The HPA Services

Except for publicly accessible portions of the HPA Services, such as registration, Paytient provides the HPA Services to eligible consumers whose employers and/or insurers sponsor Paytient’s Health Payment Account services. Health Payment Accounts help eligible consumers access and afford healthcare services. Accountholders use their Health Payment Account cards to pay eligible out-of-pocket healthcare and/or veterinary expenses, drawing against a revolving line of credit to pay such costs at the point of sale. After each transaction, Accountholders may choose an interest-free payment plan from the available repayment options that fits their budget.

Paytient provides a platform through which you can apply for and manage a Health Payment Account, with a revolving line of credit provided by a bank we partner with (the “Issuing Bank”). Paytient is not a bank. As a platform for managing a Health Payment Account, we may perform account servicing functions, including providing Credit Card Account applications, account summaries, payment acceptance, payment summaries and history, and general transaction history. .

2. Eligibility

To use the HPA Services, you must be, and represent and warrant that you are at least 18 years old and a resident of the United States or its territories, and competent to agree to these HPA Terms. Use of the HPA Services will also depend on whether you are eligible for the HPA Services, e.g. through a plan sponsored by your employer or insurer. The Issuing Bank may impose further conditions on use of the HPA Services, so you may not qualify even if your employer or insurer provides Paytient’s services as a benefit. If Paytient has previously prohibited you from accessing or using the HPA Services, you are not permitted to access or use the HPA Services.

3. Cardholder Agreement and Privacy Policy

Paytient works with the Issuing Bank to offer the HPA Services to you. If you are approved for a Credit Card Account by the Issuing Bank, you will agree to the Cardholder Agreement. Notwithstanding any other provision of these HPA Terms, the Cardholder Agreement (and not these HPA Terms) will control with respect to the associated product by the Issuing Bank.

By registering for or otherwise accessing the HPA Services, you also agree that information about you will be processed in accordance with the Paytient Privacy Policy. Please see the Issuing Bank’s Privacy Policy that governs your use of the Credit Card Account.

4. Health Payment Accounts

a. Account Registration

Most features of the HPA Services require you to create an account with Paytient (the “Account”). During the registration process, you must select a username and password and provide us with additional information. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your username and password. We may assume that any communications we receive under your Account have been made by you.

We may need to confirm your eligibility before registering you for an Account. We may ask you to provide certain information about yourself. If such information does not match the information we maintain about eligible consumers, we may deny you an Account. We are not responsible for Account denials. Please contact your sponsoring employer and/or insurer for information on your eligibility for an Account.

You may only hold one Account, which is to be used strictly to pay for eligible out-of-pocket healthcare and/or veterinary expenses.

b. Unauthorized Account Use

You are responsible for notifying us at hello@paytient.com if you become aware of any unauthorized use of or access to your Account. Paytient will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or Account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Paytient or a third party due to someone else using your Account. See the Cardholder Agreement for information regarding unauthorized use of your Credit Card Account.

5. Proprietary Rights and License

a. Proprietary Rights

The HPA Services are owned and operated by Paytient and its licensors and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Paytient and its partners, as well as other sources, and is protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The HPA Services are also protected as a collective work or compilation under U.S. copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the HPA Services. You acknowledge that the HPA Services have been developed, compiled, prepared, revised, selected, and arranged by Paytient and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Paytient and such others. You agree to protect the proprietary rights of Paytient and all others having rights in the Services during and after the term of these HPA Terms and to comply with all reasonable written requests made by Paytient or its suppliers and licensors (collectively, “Suppliers”) of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the HPA Services. You agree to notify Paytient immediately upon becoming aware of any claim that the HPA Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the HPA Services shall, as between you and Paytient, at all times be and remain the sole and exclusive property of Paytient.

b. License

Subject to your eligibility for the HPA Services and compliance with these HPA Terms, Paytient grants you a non-transferable, non-exclusive, revocable, limited license to use and access the HPA Services solely for your own personal use. Paytient may revoke this license at any time, in its sole discretion.

c. Reservation of Rights

You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the HPA Services and its content are owned by Paytient or Paytient’s suppliers. Neither these HPA Terms (nor your access to the HPA Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access and use rights expressly set forth in Section 5(b). Paytient and its suppliers reserve all rights not granted in these HPA Terms. There are no implied licenses granted under these HPA Terms.

6. Prohibited Uses

Use of the HPA Services for any illegal purpose, or any other purpose not expressly permitted in these HPA Terms, is strictly prohibited.

The HPA Services enables you to manage your Credit Card Account, which you can use to pay out-of-pocket medical, pharmacy, dental, vision, and veterinary expenses. Approved categories of expenses may vary based on the HPA Services sponsored by your employer or insurer. You agree to review the approved categories of expenses in your Account, and you agree to only use the Credit Card Account for approved categories of expenses. Any attempted use outside of the approved categories of expenses may result in termination of your Account and referral to law enforcement authorities.

In addition, and without limitation, you will not:

  • Use the HPA Services commercially, for benchmarking, or to compile information for a product or service;
  • Copy, download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these HPA Terms), modify, distribute, post, transmit, display, perform, reproduce, broadcast, duplicate, publish, republish, upload, license, reverse engineer, create derivative works from, or offer for sale any content or other information contained on or obtained from or through the HPA Services, by any means except as provided for in these HPA Terms or with the prior written consent of Paytient;
  • Scrape, access, monitor, index, frame, link, or copy any content or information on the HPA Services by accessing the HPA Services in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly available portions of the HPA Services through a browser or accessing the HPA Services through any API approved by Paytient;
  • Violate the restrictions in any robot exclusion headers of the HPA Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the HPA Services;
  • Post or otherwise make available any material that contains any software, device, instructions, computer code, files, programs and/or other content or feature that is designed to interrupt, destroy, harm, or limit the functionality of any computer software or hardware or telecommunications equipment (including without limitation any time bomb, virus, malware, software lock, worm, self-destruction, drop-device, malicious logic, Trojan horse, trap door, "disabling," "lock out," "metering" device or any malicious code);
  • Post or do anything that could disable, overburden, or impair the proper working of the HPA Services;
  • Post material that impedes or otherwise prohibits communication or disrupts user experience;
  • Post, utilize or otherwise make available any other party's intellectual property unless you have the right to do so, or remove or alter any copyright, trademark or other proprietary notice contained on the HPA Services;
  • Post any trade secrets or other confidential information, or post any material that you do not have a right to make available under any law or under contractual or fiduciary relationships, including but not limited to inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements;
  • Use the HPA Services to make payments on other loans, credit cards, or lines of credit;
  • Falsely state or otherwise misrepresent your affiliation with a person or entity, or impersonate any person or entity;
  • Frame, inline link, or similarly display the HPA Services or any portion of the HPA Services;
  • Interfere with any other party’s use and enjoyment of the HPA Services; or
  • Attempt to do any of the foregoing.

7. Payments and Repayments

Please consult the Cardholder Agreement for further information regarding the details of your Credit Card Account. P If you have questions about your account, payment, or repayment, please contact Paytient at support@paytient.com or 1-573-206-9147.

While we make efforts to maintain accuracy of the information on the HPA Services, including about your Account, we cannot guarantee its accuracy. Access to the HPA Services may also be unavailable or delayed due to various factors, including factors outside of our control.

8. Feedback

By sending us any feedback, comments, questions, or suggestions concerning Paytient or our services, including the HPA Services (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third-party or -parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Paytient any claims and assertions of any moral rights contained in such Feedback. This Feedback section will survive any termination of your Account or the HPA Services.

9. Term and Termination

Subject to this Section, these HPA Terms will remain in full force and effect until your Account has been terminated in accordance with these HPA Terms. We may suspend or terminate your Account at any time for any reason at our sole discretion, including for any use of the HPA Services in violation of these HPA Terms. For example, we may terminate your Account if you are no longer eligible for the HPA Services, such as if you are no longer under a plan sponsored by an employer or insurer, or for violation of the Cardholder Agreement. Upon termination of your rights under these HPA Terms, your right to access and use the HPA Services will terminate immediately. Paytient will not have any liability whatsoever to you for any termination of your rights under these HPA Terms. Even after your rights under these HPA Terms are terminated, the following provisions of these HPA Terms will remain in effect: Sections 2, 4(b), 5-18.

You may terminate your Account by going to the “Settings” section of the Paytient App and selecting “Request Account Deletion”. Your termination request may take up to 60 days to process. If you owe any payments or have any pending transactions, we may deny your request. We may also deny your request for other reasons in our sole discretion, such as if we suspect fraud in your attempt to terminate your Account.

Termination does not affect payments due under the Account. In other words, if you still owe money in your Account, you will be required to pay it back, even if you are unable to access new funds in the Account, such as if you are no longer employed or enrolled in a sponsored health plan.

10. Warranties and Disclaimers

THE HPA SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND PAYTIENT (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE HPA SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. SPECIFICALLY, BUT WITHOUT LIMITATION, PAYTIENT DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE HPA SERVICES, INCLUDING TRANSACTION HISTORY, IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR PAYING ACCOUNT BALANCES) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE HPA SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PAYTIENT (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE HPA TERMS OR YOUR USE OF, OR INABILITY TO USE, THE HPA SERVICES, EVEN IF PAYTIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE HPA SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

11. Limitation of Liability and Release

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

You hereby release and forever discharge Paytient (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the HPA Services (including any interactions with, or act or omission of, the Issuing Bank or any Third-Party Links and/or Applications). If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

12. Indemnification

You agree to indemnify and hold Paytient and the Issuing Bank (and each of its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your violation of these HPA Terms; or (b) your violation of applicable laws or regulations. Paytient reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Paytient. Paytient will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

13. Third-Party Links, Applications & Ads

The HPA Services may contain links to third-party websites, services, and/or applications (collectively, “Third-Party Links & Applications”). Such Third-Party Links & Applications are not under the control of Paytient, and Paytient is not responsible for any Third-Party Links, Applications. Paytient provides access to these Third-Party Links & Applications only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Applications. You use all Third-Party Links & Applications at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Applications, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Applications.

14. Communications and SMS Terms

Paytient may contact you regarding your Account or the HPA Services in different ways, such as by email, through your Account, by phone calls (including through prerecorded voice messages), or by text message. Electronic communications sent to you will be deemed received by you when sent (e.g. via email or SMS). Postal communications sent to you will be deemed received by you three business days after mailing.

You understand and agree that Paytient may monitor or record telephone conversations, including through our support channels.

You may have the opportunity to opt into text message communications from us (“Paytient Texts”), such as when you sign up to receive Paytient Texts.

E-SIGN Consent. By providing your consent to receive Paytient Texts (as described below), you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing us at support@paytient.com] with “Revoke Electronic Consent” in the subject line. This Communications and SMS Terms section will still apply if you withdraw consent to the use of an electronic record. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, email us at support@paytient.com with contact information and the address for delivery.

Agreement and Consent to Receive Paytient Texts. You can provide us with your consent to receive Paytient Texts in multiple ways, such as by providing us with your phone number on our site or HPA Services or by opting into receiving Paytient Texts. By providing consent, you authorize us to use automated or nonautomated technology to send Paytient Texts to the number associated with your consent. We may send you an initial message confirming your enrollment in Paytient Texts. Paytient is not responsible for delayed or undelivered text messages. We will not sell or share your mobile phone number or your message consent preferences with third parties for their promotional or marketing purposes.

Eligibility. By consenting to receive Paytient Texts, you represent that you are 18 years of age or older and understand the obligations and agree to the terms set forth in these HPA Terms.

Costs of Paytient Texts. Paytient does not charge you for Paytient Texts. But message and data rates may apply, so depending on your plan with your wireless or other applicable provider, you may be charged by your carrier or other applicable provider.

Opting Out of Paytient Texts. You can opt out of Paytient Texts by replying STOP to a text message from Paytient. You must separately opt out of each number from which you’ve provided us with consent to receive Paytient Texts. After we receive your “STOP” text, we may send you confirmation of your opt-out via text message. You may opt into Paytient Texts again by providing consent as described above, such as by signing up to receive Paytient Texts or modifying communications preferences in your Account.

15. Modification of Services

Paytient reserves the right at any time to modify or discontinue, temporarily or permanently, the HPA Services (or any part thereof), with or without notice. You agree that Paytient shall not be liable to you or any third party for any modification, suspension or discontinuance of the HPA Services.

16. Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS—INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT (BY REQUIRING YOUR DISPUTE TO BE SUBMITTED TO ARBITRATION) AND LIMITING YOUR RIGHTS TO RESOLVE YOUR DISPUTE AS PART OF A CLASS.

As detailed herein, the HPA Terms mandate that all disputes between you and Paytient be resolved first through an informal dispute resolution process. In the event informal resolution fails, the HPA Terms further mandate that all disputes (except those identified in Section 16(c)) be formally resolved through binding arbitration. Binding arbitration means that an arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve such disputes. Consequently, you should read the entirety of this Section 16 carefully as it may significantly affect your legal rights.

a. Informal Dispute Resolution

Except for IP disputes subject to Section 16(c)(i), for which the Information Dispute Resolution requirements do not apply, for all disputes between you and Paytient, the parties shall use their best efforts to settle informally the dispute, claim, question, or disagreement and to engage in good faith negotiations. Failure to engage in this process could result in the award of fees against you in arbitration.

To initiate informal dispute resolution, the initiating party must first send a written description of the dispute to the other party. For any dispute against Paytient that you initiate, you agree to send to Paytient (a) a written description of the dispute and (b) the email address(es) associated with your Account through the following email address: legal@paytient.com. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. For any dispute that Paytient initiates, we will send our written description of the dispute to the email address associated with your use of the HPA Services.

If the parties’ dispute is not resolved within sixty (60) days after receipt of the written description of the dispute by a party, you and Paytient agree to resolve any remaining dispute through the additional dispute resolution provisions set forth below.

A good faith engagement in informal dispute resolution shall be and is a prerequisite and condition precedent to either party initiating a lawsuit or arbitration. The parties agree that any applicable statute of limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

For sake of clarification only, the informal dispute resolution negotiation shall be individualized such that a separate negotiation must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal dispute resolution negotiation, unless mutually agreed to by the parties. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference.

b. Binding Arbitration

After the parties have engaged in a good-faith effort to resolve their dispute(s) in accordance with the Informal Dispute Resolution process (Section 16(a)), and only if those efforts fail, then either party may initiate arbitration as set forth in this Section.

If you determine to initiate arbitration, a copy of the arbitration demand must be emailed to legal@paytient.com. If Paytient is initiating arbitration, it will serve a copy of the demand to the email address associated with your use of the HPA Services.

i. Mutual Arbitration Agreement

Except as set forth in Section 16(c) below, you and Paytient agree that all claims, disputes, or disagreements that may arise out of or relating to the interpretation, applicability, enforceability, formation, or performance of these HPA Terms— including but not limited to any claim that all or any part of these terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or timing of any administrative or arbitrator fees—shall be resolved exclusively through binding arbitration in accordance with this Section 16(b) (collectively, the “Arbitration Agreement”).

This Arbitration Agreement shall be governed by the Federal Arbitration Act (“FAA”), including with respect to the interpretation and enforcement of the Arbitration Agreement.

This Arbitration Agreement is intended to be interpreted broadly, and it applies to claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice opt-out provisions set forth in Sections 16(d) and 16(e).

Except as set forth in Section 16(b)(iii) below, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.

ii. WAIVER OF RIGHTS INCLUDING JURY TRIAL

THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS AND ARBITRATION AGREEMENT, YOU AND PAYTIENT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

iii. CLASS ARBITRATION AND COLLECTIVE RELIEF WAIVER

YOU AND PAYTIENT ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND EXCEPT AS OTHERWISE SET OUT IN THIS SECTION 16(b)(iii) AND SECTION 16(b)(v)(6) AND SECTION 16(b)(v)(7) BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION, AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM; NOTWITHSTANDING THIS ACKNOWLEDGEMENT AND AGREEMENT, ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF PAYTIENT PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

With the exception of this Section 16(b)(iii), Section 16(b)(v)(6), and Section 16(b)(v)(7) below, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of NAM, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision(s) were not contained herein. If, however, this Section 16(b)(iii), Section 16(b)(v)(6), or Section 16(b)(v)(7) is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Paytient shall be entitled to arbitrate their dispute.

iv. Arbitration Location and Procedure

If you are a resident of the United States, arbitration will take place in the county where you reside. For residents in Canada (and anywhere else outside the United States), arbitration shall be initiated in the County of Wilmington, State of Delaware, United States of America, unless you and Paytient otherwise agree or unless the designated arbitrator determines that such venue would be unreasonably burdensome to any party, in which case the arbitrator shall have the discretion to select another venue.

For any arbitration conducted in the County of Wilmington, State of Delaware, United States of America, you and Paytient agree to submit to the personal jurisdiction of any federal or state court in Wilmington, Delaware, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. or certified mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

v. The Arbitration Rules

1. The Provider

The arbitration will be administered by National Arbitration and Mediation (“NAM”) and resolved before a single arbitrator. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider.

Except as modified by this Section 16, NAM will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at http://www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com.

You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Section 16 while such challenge remains pending before NAM the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

2. Arbitration Procedure

The arbitrator shall apply Delaware law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution procedures contemplated by this Arbitration Agreement.

3. Arbitration Demand Must Contain Sufficient Information

Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement and to these HPA Terms. The arbitrator and/or NAM may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11), including for any claim filed on behalf of a claimant who is not a party to this Arbitration Agreement or to these HPA Terms.

4. Arbitration Conducted on Papers in Some Circumstances

If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents that you and Paytient submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

5. Dispositive Motions

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute.

6. Batching

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (or another arbitration provider selected in accordance with Section 16(b)(v)(1) if NAM is unavailable) against Paytient within reasonably close temporal proximity (“Mass Filing”), the parties agree (A) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (B) to designate one arbitrator for each batch; (C) to accept applicable fees, including any related fee reduction determined by NAM (or another arbitration provider selected in accordance with 16(b)(v)(1) if NAM is unavailable) in its discretion; (D) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (E) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Paytient and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (F) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. If your demand for arbitration is included in the Mass Filing, any statute of limitation applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.

Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and shall be subject to any rights to strike an arbitrator provided under applicable state law if the rights granted by law exceed those provided for in the NAM rules, and the arbitrator will determine the location where the proceedings will be conducted.

You agree to cooperate in good faith with Paytient and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. For example, if the number of cases filed makes batches of 100 cases too small for the prompt resolution of all filed claims, you and we agree that NAM may increase or decrease the batch size, or transfer a case between batches in the reasoned discretion of the NAM procedural arbitrator. Any and all disagreements between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a NAM procedural arbitrator.

This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind.

7. Mediation Following First Batch in a Mass Filing

The results of the first completely adjudicated batch of demands will be given to a NAM mediator selected from a group of 5 mediators proposed by NAM, with Paytient and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, Paytient, the remaining claimants and their counsel, and the mediator will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either Paytient or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Paytient nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

8. No Class or Consolidated Arbitration Absent Written Consent

Unless Paytient otherwise consents in writing, which it may do on a case-by-case basis, Paytient does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in Section 16(b)(iii), Section 16(b)(v)(6) and this Section 16(b)(v)(8).

9. Arbitration Award

The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the procedures set forth in this Arbitration Agreement, and also must be consistent with the terms of the “Limitation of Liability” section of these HPA Terms as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

c. Exceptions to Arbitration

Notwithstanding the parties’ agreement to resolve all disputes through binding arbitration as set forth in Section 16(b):

i. IP Disputes

Either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, shall be exclusively brought in the state and federal courts located in the City and County of Wilmington, Delaware.

ii. Small Claims Court and Statutes of Limitation

Either party may elect to have disputes or claims resolved in a small claims court regardless of what forum the filing party initially chose, provided the disputes or claims are within the scope of that court’s jurisdiction.

Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be in fact be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed (and any applicable statute of limitations tolled) pending the outcome of such action.

iii. Jurisdiction/Service of Process

For any dispute not subject to arbitration under this Section 16, you and Paytient agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Wilmington, Delaware. You further agree to accept service of process by U.S. or certified mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

d. 30-Day Right to Opt Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice, signed by you, of your decision to opt-out to the following address: Paytient Technologies, Inc, 3601 Endeavor Ave Suite 109, Columbia, MO 65201. The notice must be sent within 30 days of (i) of receiving written notice that the HPA Terms have been updated (unless you already opted out, in which case your opt-out will continue to be in effect) for existing users; (ii) when you otherwise agree to the HPA Terms containing this Arbitration Agreement; or (iii) your first use of the HPA Services, whichever applies to you and is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of Section 16(b). If you opt-out of the arbitration provisions, Paytient also will not be bound by them.

If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If Paytient changes this Section 16 after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you agree that your continued use of the HPA Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out of the Arbitration Agreement by providing notice as described in Section 16(d).

Paytient will continue to honor any valid opt outs if you opted out of arbitration in a prior version of the HPA Terms pursuant to the requirements set forth in that version. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of these Section 16 provisions by you and Paytient.

e. Changes to this Section

Paytient will provide 30 days’ notice of the date of any material changes to this Section 16. Changes will become effective on the 30th day and apply to all claims not yet filed, regardless of when such claims may have accrued. If Paytient changes this Section 16 after the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement), you agree that your continued use of the HPA Services 30 days after such change will be deemed acceptance of those changes.

17. Class Action Waiver

To the extent a dispute between you and Paytient is not subject to arbitration in accordance with Section 16, you may only resolve your dispute with Paytient on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated, or representative action. To the extent a dispute between you and Paytient is subject to arbitration, the terms set forth in Section 16 shall apply, including those regarding class arbitration, private attorney general arbitration, arbitration involving joint or consolidated claims, and batching.

18. General

Entire Terms and Interpretation. These HPA Terms constitute the entire agreement between you and us regarding the use of the HPA Services. The word “including” means “including without limitation”.

Assignment. These HPA Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Paytient’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Paytient may freely assign these HPA Terms. The terms and conditions set forth in these HPA Terms shall be binding upon assignees.

Controlling Law and Severability. These HPA Terms shall be construed in accordance with and governed by the laws of the State of Missouri notwithstanding its conflicts of law principles. Except for claims subject to mandatory arbitration, any dispute arising out of these terms and conditions or the use of this site shall be initiated and conducted in the state or federal courts of the state of Missouri, and you and Paytient consent to the exclusive jurisdiction of such courts.

No Waiver. No waiver of any provision of these HPA Terms will be binding unless in writing, no waiver of any provisions of these HPA Terms will be deemed a further or continuing waiver of such provision or any other provision, and the failure of Paytient to exercise or enforce any right or remedy in these HPA Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these HPA Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these HPA Terms will remain in full force and effect.

Third-Party Beneficiaries/Relationship between the Parties. You agree that, except as otherwise expressly provided in these HPA Terms, there shall be no third-party beneficiaries to these HPA Terms. No agency or employment between you and Paytient is created as a result of the HPA Terms or your use of the HPA Services.

Statute of Limitations. Except for residents of New Jersey or as otherwise prohibited by law, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the HPA Services and/or these HPA Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Notices. We may deliver notice to you by e-mail, posting a notice on the HPA Services or any other method we choose, and such notice will be effective on dispatch. If you give notice to us, it will be effective when received by us at the address in Contact Us.

Force Majeure. Under no circumstances shall Paytient or its licensor or supplier be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

Export Restrictions. The HPA Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Paytient, or any products utilizing such data, in violation of the United States export laws or regulations.

Complaints. Paytient is located at the address in Section 19. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Section Titles. The section titles in these HPA Terms are for convenience only and have no legal or contractual effect.

19. Contact Us

Paytient Technologies, Inc

3601 Endeavor Ave Suite 109

Columbia, MO 65201

Phone: +1 (573) 206 9147

Email: support@paytient.com