Effective Date: Nov 17, 2025

These Billing Company Partner Legal Terms (“Partner Legal Terms”) describe the operating model for Enter’s billing company partnerships and set forth certain legal terms applicable to Billing Company Partners. These Partner Legal Terms supplement (and do not replace) any written agreement executed between Enter and a Billing Company Partner (the “Partner Agreement”). If there is a conflict, the Partner Agreement controls.

1. Overview

Enter.health (“Enter”) partners with revenue cycle management (“RCM”) billing companies (“Billing Company Partners” or “Partners”) that want their clients (“Practices”) to be powered by the Enter platform (the “Platform”). In this model, the Partner is the primary operator and client-facing support organization for its Practices.

2. Contracting & Billing Structure

• Partner Relationship: Partners contract directly with Enter under a Partner Agreement and applicable statements of work (“SOWs”).
  
  
• Client Accounts: Enter creates a Platform account for each Practice (“Client Account”). The Partner may be granted administrative and/or operational access to manage the Client Account, subject to the Practice’s authorization and applicable agreements.
  
  
• Invoicing Flow: Enter may generate invoices and reporting to the Partner for downstream billing to Practices. Unless otherwise stated in writing, Partners are responsible for billing/collecting from Practices and remitting amounts owed to Enter under the Partner Agreement.
  
  

3. Roles, Responsibilities, and Support

Enter (Platform Provider) provides and operates the Platform, Platform updates, and standard product support and reporting.

Partner (Client Operator & Support) is responsible for:

• Onboarding/implementation and ongoing client relationship management as agreed
  
  
• Responding to Platform tasks and messages and triaging with the Practice
  
  
• Ensuring day-to-day operational workflows are completed
  
  
• Billing/collections from Practices and payment remittance to Enter (unless otherwise agreed)
  
  

Practice (End Client) remains responsible for clinical documentation, authorizations, internal policies/workflows, and timely provision of required operational inputs.

4. HIPAA, BAAs, and PHI Access

Where applicable, the parties will enter into Business Associate Agreements (“BAAs”) to govern Protected Health Information (“PHI”):

• Partner may execute a BAA with the Practice.
  
  
• Partner will execute a BAA with Enter.
  
  
• Practice will execute a BAA with Enter.
  
  

Each party’s access to PHI must be limited to the minimum necessary to perform its responsibilities. Partners and Practices are responsible for appropriate user access management, authorization, and credential security.

5. Account Management & Permissions

Partners may be granted administrative/operational permissions in Client Accounts to perform contracted services. Practices remain responsible for authorizing Partner access and ensuring access aligns with their policies and applicable law. Enter may suspend or restrict access if Enter reasonably believes doing so is necessary to protect security, comply with law, or prevent misuse.

6. Data Use & Restrictions

Partners may access and use Practice data (including PHI) only to provide services to the applicable Practice and as permitted by the Partner Agreement, BAAs, and applicable law. Partners may not use Practice data/PHI for unrelated purposes (including marketing, unrelated analytics, or disclosure to unauthorized third parties).

7. Security

Enter maintains safeguards designed to protect confidentiality, integrity, and availability of data within the Platform. Partners and Practices are responsible for security of their own environments, devices, networks, users, and access credentials, and for implementing appropriate administrative, technical, and physical safeguards.

8. No Authority to Bind Enter; Deal Discretion

Partners are independent entities and have no authority to bind Enter, represent Enter, or make commitments on Enter’s behalf unless expressly authorized in writing by Enter. Partners may propose commercial terms to prospective Practices; however, acceptance of any client, pricing, scope, or deal terms remains at Enter’s sole discretion.

Legal Protections

9. Disclaimers

THE PLATFORM AND ANY RELATED DOCUMENTATION OR MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” To the maximum extent permitted by law, Enter disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or trade usage. Enter does not warrant that the Platform will be error-free, uninterrupted, or that it will achieve any particular financial, clinical, operational, reimbursement, or compliance outcome.

10. Limitation of Liability

To the maximum extent permitted by law:

• No Indirect Damages: In no event will Enter be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business, data, or use, even if advised of the possibility.
  
  
• Liability Cap: Enter’s total aggregate liability arising out of or relating to the Partner relationship, the Platform, or these Partner Legal Terms will not exceed the amounts paid to Enter by the Partner under the Partner Agreement in the [3/6/12] months preceding the event giving rise to the claim (or such other cap as set forth in the Partner Agreement).
  
  
• Basis of Bargain: These limitations are a fundamental basis of the parties’ arrangement.
  
  

11. Partner Indemnification

Partner will defend, indemnify, and hold harmless Enter and its affiliates, and each of their officers, directors, employees, and agents (collectively, “Enter Indemnitees”) from and against any third-party claims, demands, suits, proceedings, damages, losses, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Partner’s services, actions, or omissions, including client management, support, onboarding, billing, collections, and communications with Practices
  
  
• Any breach of the Partner Agreement, BAAs, or these Partner Legal Terms by Partner or its personnel
  
  
• Partner’s violation of law, regulation, payer requirements, or third-party rights
  
  
• Partner’s misuse or unauthorized disclosure of data/PHI, or failure to maintain appropriate security safeguards
  
  
• Any dispute between Partner and a Practice regarding fees, collections, service levels, representations, or support commitments made by Partner
  
  
• Any content, instructions, uploads, configurations, or directions provided by Partner or at Partner’s request
  
  

12. Enter IP Indemnification

Enter will defend and indemnify Partner from third-party claims that the Platform, as provided by Enter and used in accordance with the Partner Agreement, infringes a U.S. patent, copyright, or trademark, excluding claims arising from: (a) Partner-provided materials or instructions, (b) combinations with non-Enter products/services not provided by Enter, (c) modifications not made by Enter, or (d) use outside the scope of the Partner Agreement. Enter may, at its option: procure the right to continue use, modify to be non-infringing, or terminate the affected portion with a pro-rated refund as set forth in the Partner Agreement.

13. Indemnification Process

Indemnification obligations are conditioned on: prompt written notice of the claim, reasonable cooperation, and the indemnifying party’s control of defense and settlement (provided no settlement admits liability or imposes obligations on the indemnified party without its written consent).

14. Compliance; Partner Representations

Partner represents and warrants that it and its personnel will:

• Maintain all licenses/authorizations required to perform RCM services
  
  
• Comply with applicable law (including HIPAA where applicable), payer rules, and contractual obligations to Practices
  
  
• Implement appropriate policies, training, and safeguards for PHI and account access
  
  
• Not make false or misleading statements about Enter or the Platform
  
  

15. Insurance

Partner will maintain commercially reasonable insurance coverage appropriate to its services (e.g., professional liability/errors & omissions, cyber/privacy liability, and general liability) and will provide evidence of coverage upon request, as further described in the Partner Agreement.

16. Confidentiality

Partner must keep Enter Confidential Information confidential and use it only to perform under the Partner relationship, consistent with the Partner Agreement. Confidential Information includes non-public pricing, product details, security documentation, roadmaps, and technical information.

17. Suspension; Termination

Enter may suspend Partner access to the Platform or specific Client Accounts if Enter reasonably determines suspension is necessary to protect security, prevent misuse, comply with law, or address suspected unauthorized access or PHI risk. Termination and transition obligations (including any “tail” arrangements) are governed by the Partner Agreement.

18. Dispute Resolution; Governing Law

Dispute resolution process and governing law are as set forth in the Partner Agreement. If no Partner Agreement applies, Enter’s default legal terms and governing law located in Enter’s general Legal section apply.

19. Changes to These Partner Legal Terms

Enter may update these Partner Legal Terms from time to time. Updates are effective upon posting (or as otherwise stated). Continued participation as a Partner after an update constitutes acceptance, except where prohibited by law or where a Partner Agreement states otherwise.

20. Contact

Questions should be directed to legal@enter.health (or your designated address).

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