Effective Date: The
date and time the Client clicks “I Agree” or otherwise accepts these Terms online (the “Effective Date”).

These Terms (the “Agreement”) govern the purchase and delivery of Acorn Credentialing Solutions, LLC (“Acorn”) technical services ordered by the purchaser (“Client”) through Acorn’s online checkout (including Shopify) or other electronic ordering method (each, an “Order”). By accepting these Terms, Client represents that it is authorized to bind itself and the provider(s) and/or practice group identified in the Order.

1. Services; Orders

1.1 Services.
Acorn will provide the technical services described in the applicable Order (the “Services”), which may include credentialing support, enrollment support, roster/data services, directory maintenance support, and payer attestation support (including preparation, completion, and submission of attestations based on Client-provided information).

1.2 Orders.
Each Order is incorporated into this Agreement. If an Order conflicts with this Agreement, the Order controls only as to the conflicting terms and only for that Order.

1.3 No
Legal/Clinical Advice. Services are administrative/technical in nature and do not constitute legal advice, medical advice, or clinical decision-making.

2. Client
Responsibilities

2.1 Accurate
Information; Cooperation. Client will provide complete, accurate, and timely information and documentation required to perform the Services, including payer-specific forms, provider identifiers, affiliations, licenses, certifications, and attestations. Client is responsible for reviewing and confirming the accuracy of information submitted on its behalf.

2.2 Access
and Accounts. Client will provide access to relevant payer portals, CAQH, and other third-party systems as needed, and will comply with the terms and rules of those third-party systems.

2.3
Compliance. Client is responsible for compliance with all laws, payer requirements, and policies applicable to Client’s operations and submissions, including maintaining required licenses and coverage.

3. Authorization;
Release of Information; Reliance

3.1
Authorization to Act. Client authorizes Acorn and its personnel/contractors to: (a) contact payers, credentialing/enrollment entities, verification sources, and other third parties as reasonably necessary to perform the Services; (b) submit applications, updates, roster changes, and attestations; (c) request, receive, and transmit information and documentation relating to the providers and practice identified in the Order; and (d) where allowed by the third party, electronically sign, certify, and submit forms/attestations on Client’s behalf
using information provided or approved by Client.

3.2
Authorization and Release of Information. Client authorizes third parties (including payers, hospitals/facilities, state boards, NPDB where applicable, verification vendors, and other data sources) to disclose to Acorn information and records reasonably necessary to perform the Services. Client also authorizes Acorn to disclose such information to those third parties as necessary to complete credentialing, enrollment, directory, and attestation activities. Client will obtain any required patient or provider consents/authorizations (including HIPAA authorizations, if applicable) needed for these disclosures.

3.3 Client
Reliance and Responsibility. Client acknowledges that payer decisions and processing timelines are controlled by third parties. Acorn does not guarantee approval, effective dates, network participation, reimbursement rates, or third-party processing times. Client remains responsible for the truthfulness and completeness of all submissions and attestations, even if Acorn assists with preparation or submission.

3.4 Release.
To the maximum extent permitted by law, Client releases Acorn from claims arising from: (i) Client-provided errors or omissions; (ii) third-party decisions, delays, or portal issues; and (iii) actions taken by Acorn in reasonable reliance on information or approvals provided by Client.

4. Fees; Payment;
Refunds

4.1 Fees.
Fees are as stated in the Order and are due at checkout unless the Order states otherwise. Fees may be per provider, per cycle, per deliverable, or time-and-materials as indicated in the Order.

4.2 Payment
Processing. Client authorizes Acorn (and its payment processors) to charge the payment method provided for all amounts due under the Order, including applicable taxes.

4.3 Refunds.
Unless required by law or expressly stated in the Order, payments are non-refundable once Acorn begins performance or allocates resources to the Order. Chargebacks or disputed payments may result in suspension of Services and collection activity for unpaid amounts.

5. Confidentiality;
Data; HIPAA

5.1
Confidentiality. Each party will protect the other party’s non-public business information disclosed in connection with the Services and will use such information only to perform this Agreement.

5.2 Data Use.
Client grants Acorn a limited right to use, host, and process provider/practice information (including personal information and, if applicable, PHI) solely to perform the Services, support the Acorn platform (if used), and meet audit/recordkeeping obligations.

5.3 HIPAA.

To the extent Acorn is a “Business Associate” under HIPAA due to Services involving PHI, the parties agree a Business Associate Addendum (“BAA”) applies and is incorporated by reference. If Client requests, Acorn will provide its standard BAA for electronic acceptance. Client acknowledges that some Services may require transmission of information through payer portals and third-party systems outside Acorn’s control.

6. Term; Suspension;
Termination

6.1 Term.
This Agreement begins on the Effective Date and continues until terminated under this Section 6.

6.2
Suspension. Acorn may suspend Services for non-payment, suspected fraud, or if Client’s actions materially impair Acorn’s ability to perform (including failure to provide required information or access).

6.3 Auto-Renewal of Subscription. If the Order includes a subscription (e.g., monthly, quarterly, or annual), then at the end of the then-current subscription term the subscription will automatically renew for successive subscription terms of the same length, unless Client provides written notice of non-renewal at least thirty (30) days before the end of the then-current term (or such different notice period stated in the Order). Upon renewal, Client authorizes Acorn to charge the payment method on file for the applicable renewal fees at the then-current rates stated in the Order (or, if not stated, Acorn’s then-current published rates for the same subscription). Cancellation or non-renewal will be effective at the end of the then-current term; fees already paid are non-refundable except as required by law or
expressly stated in the Order.

6.4 Termination.

Either party may terminate this Agreement upon written notice if the other party materially breaches and fails to cure within ten (10) days. Acorn may terminate immediately for non-payment or unlawful use. Orders in progress are non-cancellable once work has begun unless the Order states otherwise; Client remains responsible for fees incurred through the termination effective date.

7. Warranties;
Disclaimers

7.1 Limited
Warranty. Acorn will perform the Services in a professional and workmanlike manner.

7.2
Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ACORN DISCLAIMS ALLWARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. ACORN DOES NOT WARRANT THIRD-PARTY SYSTEM AVAILABILITY OR THE OUTCOME OF CREDENTIALING/ENROLLMENT/ATTESTATION SUBMISSIONS.

8. Limitation of
Liability; Indemnity

8.1
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ACORN’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO AN ORDER EXCEED THE AMOUNTS PAID BY CLIENT TO ACORN UNDER THAT ORDER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.2 Exclusion
of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF GOODWILL), EVEN IF ADVISED OF THE POSSIBILITY.

8.3 Client
Indemnity. Client will indemnify and hold harmless Acorn from third-party claims arising from Client-provided content or instructions, Client’s failure to obtain required consents/authorizations, or Client’s misuse of third-party portals or credentials.

9. General

9.1
Independent Contractors. The parties are independent contractors.

9.2 Assignment.
Client may not assign this Agreement without Acorn’s prior written consent. Acorn may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

9.3 Governing
Law; Venue. Georgia law governs this Agreement, excluding conflict of laws. Exclusive venue for disputes is state or federal courts located in Fulton County, Georgia.

9.4 Notices.
Notices must be sent by email to the addresses provided in the Order (or as updated by notice). Notices are effective upon transmission with confirmation of delivery or non-bounce.

9.5 Entire
Agreement; Updates. This Agreement and each Order are the entire agreement for the Services. Acorn may update these Terms for future Orders by posting an updated version; updates do not retroactively change accepted Orders.

9.6
Electronic Acceptance; Record. Checking a box, clicking “I Agree,” or completing checkout constitutes an electronic signature and binding acceptance. Acorn may retain electronic records of acceptance (timestamp, IP address, Order details) as proof of agreement.

10. Online Acceptance
(No Signature Required)

Checkout Acceptance (Shopify). For online Orders purchased through Acorn’s Shopify checkout (or any successor online checkout), Client will be required to affirmatively accept these Terms via an unchecked checkbox (or substantially similar mechanism) presented prior to purchase completion. Client’s acceptance will be captured and stored as part of Acorn’s business records. Recommended checkbox text for annual subscriptions: “I agree to the
Terms (View Terms) and authorize annual recurring charges. Subscription auto-renews yearly until canceled.”

By clicking “I Agree” (or similar) and completing checkout, Client confirms it has read, understands, and agrees to this Agreement and the applicable Order.