This Agreement (“Agreement”), is made and entered into as of this , by and between LQ Pay, LLC., a Florida limited liability company (“LQpay”), having its principal office at 8751 W. Broward Blvd., Suite 201, Plantation, Florida 33324 and (“Provider”) having its principal office at . LQpay and Provider are referred to in this Agreement as the “Parties.”

RECITALS

1. Provider is in the business of providing certain healthcare services to patients that include but may not be limited to medical and/or dental care.
2. LQpay provides a software front-end platform for payment processing services specifically the all-electronic patient-to-provider payments platform, including in some instances Robotic Process Automation (RPA) and/or its proprietary “Synapse” software for payment posting into the Provider’s practice management system (“Services”), and LQpay desires to have Provider use the Services, and
3. Provider, by and through its subsidiaries, has agreed to use the Services for eligible transactions subject to the terms and conditions in this Agreement.

NOW, THEREFORE, in consideration of the mutual obligations, promises and undertakings of the Parties contained in this Agreement, the Parties agree as follows:

1. DEFINITIONS
   1. “Agreement” means this Provider Agreement and any supplementary documents indicated herein, as amended from time to time. For this agreement, the Merchant Processor is PROCESSOR.
   2. “Agent” is any employee or third-party person including but not limited to a front desk receptionist, a nurse, or an office administrator or someone playing a like role for Provider.
   3. “HIPAA” means The Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (HIPAA) and The Federal False Claims Act (31 USC 3729-33).
   4. “Merchant Processor” means the Provider-selected entity which provides the Merchant’s payment processing services (e.g., PROCESSOR).
   5. “Merchant Services Provider” means the Provider-selected ISO (independent sales organization), MSP, or banking entity which is authorized to sell, support, and/or otherwise handle the merchant account for Provider, (if applicable), i.e., MSP/ISO.
2. PROVIDER REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
   1. Provider shall comply with all applicable laws including, but not limited to, HIPAA.
   2. Provider’s Agreements and Covenants.
      1. Provider shall cease its use of Services immediately upon receipt of actual or constructive notice from LQpay of a Provider’s termination or revocation of authorization of Provider to do so.
      2. Provider shall be solely responsible for conforming its policies and procedures to all applicable federal, state and local laws and regulations.
      3. Provider shall be solely responsible for ensuring the accuracy of all data, including patient, card and/or cardholder data that is provided to LQpay in connection with the Services.
      4. Provider shall be solely responsible for enabling VPN connectivity (including incurring all its IT expenses) if it requires RPA for payment posting. Provider will comply with and support LQpay’s selection of the VPN connectivity tools (currently OpenVPN). Any non-compliance may result in termination of the agreement solely at the discretion of LQpay.
      5. If applicable, Provider agrees to work with LQpay to install and maintain the “LinQ” unit (a dedicated workstation) to be used by LQpay’s RPA. LQpay will purchase and supply the LinQ on behalf of Provider. Provider will cover any other ancillary cost, if applicable, (such as additional IT support or software license fees charged by third parties).
      6. Provider is responsible for all fraud committed by Provider and/or its agent(s) whether or not such fraud is committed by Provider acting alone or if fraud is committed by Provider acting in collusion with its agents or consumers.
      7. Provider understands and acknowledges that the Provider’s Merchant Processor provides authorization, settlement, chargeback, and all other financial transaction processing services to the Provider. LQpay is not in any way responsible for the Merchant Processor’s software, systems, or processes. All financial interactions are solely between the Provider and the Merchant Processor and LQpay shall not be responsible for any delays or errors (in particular, for settlement or chargeback) processing.
      8. Provider understands and acknowledges that Provider is solely responsible for gaining access to Provider’s Merchant Processor-provided online tools to monitor its authorization and settlement activities. Provider understands and acknowledges that LQpay has no control over Provider’s Merchant Processor-provided online tools and accordingly, acknowledges that it has no recourse against LQpay for delays, errors or damages arising from the use or failure of Provider’s Merchant Processor-provided online tools.
   3. Representations and Warranties of Provider. Provider represents and warrants to LQpay at the time of execution and during the term of this Agreement that:
      1. Provider has the power to execute, deliver and perform this Agreement, and this Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Provider is subject. This Agreement is the legal, valid, and binding obligation of Provider enforceable against Provider in accordance with its terms.
      2. Provider has all licenses, permits and approvals, if any, required to conduct its business from all appropriate government and/or other agencies having jurisdiction over the services provided by Provider and is qualified to do business in every jurisdiction where it is required to do so. It is Provider’s sole responsibility to comply with all applicable federal, state and local laws and regulations in connection with the lawful operation of their business.
3. LQPAY REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
   1. Representations and Warranties of LQpay. LQpay represents and warrants to Provider at the time of execution and during the term of this Agreement that:
      1. LQpay has the power to execute, deliver and perform this Agreement, and this Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which LQpay is subject. This Agreement is the legal, valid, and binding obligation of LQpay enforceable against LQpay in accordance with its terms.
      2. LQpay has all licenses, permits and approvals, if any, required to conduct its business from all appropriate government and/or other agencies having jurisdiction over the services provided by LQpay and is qualified to do business in every jurisdiction where it is required to do so. It is LQpay’s sole responsibility to comply with all applicable federal, state and local laws and regulations in connection with the lawful operation of their business.
      3. LQpay’ procedures for providing Services will comply with all applicable state, federal and network rules, statutes, and regulations.
   2. LQpay Agreements and Covenants.
      1. LQpay shall be solely responsible for creating policies and procedures to comply with all applicable federal, state and local laws and regulations.
      2. LQpay shall be solely responsible for ensuring the accurate use of all data, including patient, card and/or cardholder data that is provided to LQpay by Provider in connection with the Services.
      3. LQpay is responsible for all fraud committed by LQpay and/or its agent(s) whether or not such fraud is committed by LQpay acting alone or if fraud is committed by LQpay acting in collusion with its agents or consumers.
4. FINANCIAL CONSIDERATIONS
   1. Provider will be billed by LQpay the greater of thirty basis points (0.30%) of the face amount of all transactions OR a minimum f lat fee of $300.00. If applicable, LQpay may bill Provider directly for other fees, such as equipment costs. These fees will be billed and collected by EFT no later than the 7th day of the month for prior month’s activity.
      1. A/R Automation Module. As an option, Provider may elect to use LQpay’s add-on, A/R Automation Module at any time. If enabled, Provider will be billed by LQpay two percent (2%) of the face amount of all transactions processed through the Module. These fees will also be billed and collected by EFT by the 7th day of the month for prior month’s activity and will appear on Provider’s invoice as a separate line item.
   2. Provider will be billed a one-time, initial RPA setup fee of $500.00 per PM/EMR software with the signing of the Agreement and a $200 per PM/EMR software Synapse license activation fee, if applicable. The Provider may request and LQpay may provide additional programming and customization services. If applicable, such services will be provided at an agreed upon rate.
   3. LQpay provides online training and training tools (such as videos). The Provider is provided initial orientation on the use of the platform at no cost. The Provider has the option to request additional online training sessions at the cost of $200 per session. The Provider must request additional training sessions in writing and will be billed with the flat monthly fee billing.
   4. Provider acknowledges and agrees that LQpay incurs expenses immediately upon the execution of this Agreement in order to furnish the Services to the Provider in a timely manner (the “Provider Expenses”), and these necessary expenses can only be recovered by LQpay if the Provider utilizes the Services. Accordingly, the Provider agrees to initiate its use of the Services within thirty (30) days from the date of this Agreement (the “Service Commencement Date”). Should Provider fail to initiate the use of the Services by the Service Commencement Date, Provider authorizes LQpay to charge and collect the sum of $200.00 per month, prorated as necessary (the “Expense Minimum”), until such time as Provider initiates the use of the Services. Upon Provider’s initiation of the Services, the Expense Minimum shall automatically terminate. Provider further acknowledges and agrees that, in recognition of LQpay’s payment of the Provider Expenses, should Provider elect to terminate this Agreement prior to initiation of its use of the Services, Provider agrees to compensate LQpay for the Provider Expenses directly related to the preparation and provisioning of Services to Provider.
5. TERMINATION AND EFFECT OF TERMINATION
   1. Term; Termination, Termination Fee.
      1. This Agreement shall become effective upon acceptance by LQpay (“Effective Date”). The initial term of this Agreement shall be for a period of two (2) years beginning on the Effective Date (“Initial Term”) and will renew for additional successive one (1) year terms (“Renewal Term”) unless terminated as set forth below.
      2. This Agreement may be terminated by either party by providing written notice to the other Party of no less than sixty (60) days; otherwise, a termination fee of $200 per location shall be assessed.
      3. Upon expiration of the sixty (60) day termination period of this Agreement, Provider shall make no further use of the LQpay platform.
   2. Effect of Termination. All rights and obligations of the Parties existing as of the effective time of termination will survive termination. Upon termination for any reason, Provider will immediately cease requesting the Services and will cease transmitting transaction data to LQpay.
6. ACCOUNTS
   1. Account Monitoring. Provider acknowledges that LQpay will monitor Provider’s daily activity. Provider agrees that LQpay may not process volumes that are not consistent with Provider’s reasonable business forecast and/or may be considered suspicious activity as defined by the USA PATRIOT ACT. LQpay shall have no liability for any losses, either direct or indirect, which Provider may attribute to any suspension of the Services, unless such suspension is due to the recklessness or bad faith of LQpay.
   2. Mutual Indemnification/Limitation of Liability.
      1. LQpay shall maintain commercial general liability insurance with coverage limits sufficient to cover its obligations under this Agreement. Provider is responsible for maintaining any insurance coverage it deems necessary to protect its own interests related to the use of the software.
      2. EXCLUSION OF DAMAGES. EXCEPT FOR (A) A PARTY’S BREACH OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION PURSUANT TO SECTIONS 2 AND 3 OR (B) PROVIDER’S MISAPPROPRIATION OF LQPAY INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS INTERRUPTION OR DELAY OF THE SERVICES; (C) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OR DATA SYSTEM SECURITY; (D) COST OF REPLACEMENT GOODS OR SERVICES; (E) LOSS OF GOODWILL OR REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OR WHETHER THE APPLICABLE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
      3. CAPS ON MONETARY LIABILITY. EXCEPT FOR (A) A PARTY’S BREACH OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION PURSUANT TO SECTIONS 2 AND 3, (B) PROVIDER’S MISAPPROPRIATION OF LQPAY’S INTELLECTUAL PROPERTY, OR (C) EACH PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY PROVIDER TO LQPAY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
   3. Costs. Each party will be responsible for their own expenses paid or incurred in the enforcement of this Agreement, including but not limited to attorneys’ and investigators’ fees, or in collection of any amounts due from either party or resulting from any breach by either party of this Agreement.
7. MISCELLANEOUS
   1. Waiver. Failure by either party to enforce one or more of the provisions of this Agreement shall not constitute a waiver of the right to enforce the same or other provision in the future. The waiving party must sign all waivers.
   2. Choice of Law: Jurisdiction. This Agreement is governed by Florida law, as applied to agreements made and performed entirely in Florida without reference to conflict of law’s provisions. All performances due and transactions undertaken pursuant to this Agreement shall be deemed to be due or have occurred in Broward County, Florida, and Provider’s entry into this Agreement shall conclusively be deemed to be a transaction of business in Florida. Provider agrees that the exclusive venue and place of jurisdiction for any litigation arising from or relating to this Agreement shall be the county and district courts in and for Broward County, Florida, and Provider irrevocably and unconditionally submits to the jurisdiction of such courts with respect to any such litigation.
   3. Arbitration. Provider and LQpay will settle any dispute or controversy concerning or relating to this Agreement through binding arbitration before a single arbitrator, held Broward County, Florida in accordance with the provisions of the Revised Florida Arbitration Act of 2013 or any successor statute. If either Party does not unconditionally proceed with arbitration in accordance with this Section 8.4 within ten (10) days after the other Party sends a written demand for arbitration, the initiating Party shall be entitled (but not obligated) to initiate litigation concerning the dispute or controversy.
   4. Entire Agreement: Assignability. This Agreement, including the associated Provider Enrollment Form expresses the entire understanding of the parties with respect to its subject matter and except as provided herein, and may be modified only in writing executed by all parties. This Agreement may be assigned by LQpay with the consent of Provider which shall not be unreasonably withheld, but may not be assigned by Provider, directly or by operation of law, without the prior written consent of LQpay. If Provider nevertheless assigns this Agreement without such consent, the Agreement will be binding on the assignee. This Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, personal representatives, successors and assigns.
   5. General. If any provision of this Agreement is illegal or unenforceable, the invalidity of that provision will not affect any of the remaining provisions and this Agreement will be construed as if the illegal provision was not contained in the Agreement. Each Party is responsible for its employees’ actions while in its employ. The parties do not intend to confer any benefits on any person or entity other than Provider and LQpay. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same instrument. A facsimile signature will be binding and legal in all respects as if it were an original signature to this Agreement.

LQ Pay, LLC., a Florida limited liability company