Provider Terms & Payment Rules

1. Purpose and Scope

OpenDoc operates a transaction infrastructure that enables patients to discover, schedule, and pay for defined healthcare services offered by Providers. OpenDoc does not provide medical care, does not practice medicine, and does not control clinical decision-making. OpenDoc’s role is limited to facilitating scheduling, payment collection, escrow, and conditional payment release in accordance with this Agreement.

2. Provider Eligibility and Representations

By activating on OpenDoc, Provider represents and warrants that:

• Provider is duly licensed, certified, and authorized to provide the healthcare services offered on OpenDoc.
• Provider remains solely responsible for compliance with all applicable federal, state, and local laws, including licensure, scope-of-practice, billing, and documentation requirements.
• All information submitted to OpenDoc is accurate, complete, and kept current.
• Provider has authority to set prices for cash-pay services offered on OpenDoc.
• OpenDoc may rely on these representations without independent verification.

3. Services Listing and Pricing Authority

3.1 Defined Services

Provider may offer one or more defined healthcare services (“Services”) through OpenDoc. Each Service must have a clear description, a service type, a duration or scope, and a designated pricing structure.

3.2 Cash Pricing

Provider shall independently determine and enter cash prices for Services. OpenDoc does not dictate, negotiate, or require any specific price.

Any reference prices, averages, or benchmarks displayed by OpenDoc are informational only.

3.3 Insurance Pricing

For insured patients, OpenDoc may calculate estimated patient responsibility based on available eligibility, benefits, or third-party data. Provider acknowledges that:

• Such calculations are estimates
• Final adjudication remains subject to payer determination
• Provider retains responsibility for payer compliance

4. Scheduling Authority

Upon activation, Provider authorizes OpenDoc to:

• Offer appointment availability for listed Services
• Schedule, reschedule, or cancel appointments based on Provider-defined rules
• Communicate appointment details to patients

Provider remains responsible for honoring scheduled appointments unless properly canceled under Provider’s stated cancellation policies.

5. Payment Collection and Escrow

5.1 Authorization to Collect

Provider authorizes OpenDoc to collect payments from patients on Provider’s behalf for Services scheduled through the Platform.

5.2 Escrow

Collected funds are held in escrow pending completion of the applicable service lifecycle. OpenDoc is not a lender, insurer, or guarantor.

6. Proof of Service and Payment Release

6.1 Proof of Service

Provider acknowledges that payment release is conditioned on Proof of Service, as defined by OpenDoc’s platform rules. Proof of Service may include, without limitation:

• Passage of the scheduled appointment without timely cancellation
• Required documentation uploads for higher-value services
• Time-based confirmation thresholds

Provider agrees that Proof of Service is transactional, not clinical, and is solely for payment determination.

6.2 Payment Release

Upon satisfaction of Proof of Service requirements:

• Escrowed funds shall be released to Provider
• Applicable platform fees shall be deducted
• Payouts shall be made to Provider’s designated account

OpenDoc’s determination of Proof of Service shall be final for payment purposes, subject to dispute resolution below.

7. Disputes, Refunds, and Chargebacks

7.1 Patient Disputes

OpenDoc may manage patient payment disputes consistent with payment processor rules. Provider agrees to:

• Cooperate with dispute investigations
• Provide requested documentation within required timeframes

7.2 Chargebacks

Provider bears financial responsibility for chargebacks attributable to Provider actions, including but not limited to failure to deliver Services, misrepresentation of Services, or non-compliance with stated policies. OpenDoc may offset future payouts to recover chargeback losses.

8. Platform Fees

OpenDoc may charge transaction fees, subscription fees, or other platform fees as disclosed at the time of activation or via subsequent written notice. Fees may be deducted directly from escrowed funds unless otherwise specified.

9. No Employment or Agency

Nothing in this Agreement creates an employment relationship, a partnership, a joint venture, or an agency relationship. Provider acts as an independent professional at all times.

10. Data and Records

Provider retains ownership of its medical records and clinical documentation. OpenDoc may store and process limited data necessary to facilitate transactions, verify Proof of Service, and comply with legal and financial obligations. OpenDoc is not an EMR and does not replace Provider documentation systems.

11. Termination and Suspension

OpenDoc may suspend or terminate Provider access if:

• Provider violates this Agreement
• Licensure lapses
• Fraud, abuse, or misuse is suspected
• Required Proof of Service is repeatedly not satisfied

Termination does not affect completed transactions or outstanding obligations.

12. Disclaimers and Limitation of Liability

OpenDoc provides the Platform “as is” and disclaims all warranties not expressly stated. To the maximum extent permitted by law, OpenDoc shall not be liable for indirect, incidental, or consequential damages. OpenDoc’s total liability shall not exceed fees paid to OpenDoc in the prior twelve (12) months.

13. Indemnification

Provider agrees to indemnify and hold harmless OpenDoc from claims arising out of Provider’s medical services, pricing decisions, licensing or regulatory violations, or breach of this Agreement.

14. Governing Law and Arbitration

This Agreement shall be governed by the laws of the State designated by OpenDoc. All disputes shall be resolved by binding arbitration, except for claims eligible for small-claims court. Class actions are waived.

15. Acceptance

By clicking “Agree & Continue”, Provider acknowledges that it has read, understands, and agrees to be legally bound by this Agreement.

Addendum

16. Services & Pricing Clause

16.1 Service Listing Authority

Provider may only list services defined in the OpenDoc Services Catalog (SSC). Each listed service is an OpenDoc Service Object (SSO) with canonical naming, scope, and completion criteria.

• Provider may not create, rename, modify, merge, or expand SSOs
• Provider activates or deactivates SSOs; activation is binary (on/off)
• SSO scope defines what is included and excluded for payment purposes

16.2 Cash Pricing Authority

Provider independently sets cash prices for each activated SSO. OpenDoc does not dictate, negotiate, or require any specific price.

• Reference prices, averages, or benchmarks displayed by OpenDoc are informational only
• Provider represents that pricing authority is held by Provider or authorized delegate
• Provider may not engage in price-fixing or collusion with other providers

16.3 Pricing Change Rules

All pricing changes are prospective only. Once a patient books at a stated price, that price is locked for that booking. Provider may update prices at any time, but changes apply only to new bookings created after the update.

16.4 Display Authorization

By activating a service, Provider authorizes OpenDoc to display the service name, description, scope, and cash price on the OpenDoc marketplace, search results, and Service Detail Pages (SDPs).

17. Insurance Disclosure

17.1 Automatic Insurance Calculations

For patients using insurance, OpenDoc automatically calculates the estimated patient responsibility based on available eligibility, benefits, deductible status, and third-party data. Provider does not set or control insurance pricing.

17.2 Estimates vs. Final Adjudication

Provider acknowledges that:

• Insurance calculations displayed are estimates only
• Final adjudication remains subject to payer determination
• Actual reimbursement may differ from estimates
• Balance billing or patient responsibility adjustments may occur after payer processing

17.3 Provider Responsibility

Provider retains all responsibility for compliance with payer contracts, billing requirements, and applicable regulations. OpenDoc’s role is limited to transaction facilitation and does not constitute billing services or payer negotiation.

18. Payment Rules Addendum

Incorporated by Reference into Provider Terms & Payment Rules

18.1 Role of OpenDoc in Payments

OpenDoc acts as a transaction facilitator and escrow agent for payments made by patients for defined healthcare services offered by Providers. OpenDoc collects funds on behalf of Provider, holds funds in escrow, releases funds conditionally based on Proof of Service, and manages disputes and chargebacks pursuant to these rules. OpenDoc does not guarantee payment, reimbursement, or payer adjudication outcomes.

18.2 Payment Types Supported

• Cash-Pay Transactions: Patient pays a Provider-defined cash price at or before scheduling
• Insurance-Based Transactions: OpenDoc may collect estimated patient responsibility based on eligibility, benefits, or third-party data. Provider acknowledges that insurance calculations are estimates only and final responsibility is determined by the payer.

18.3 Escrow and Funds Flow

All patient payments collected through OpenDoc are placed into escrow pending completion of the service lifecycle. Escrowed funds are not Provider property until released. OpenDoc may deduct applicable platform fees, payment processing fees, or dispute-related costs from escrowed funds prior to payout.

18.4 Proof of Service (PoS)

“Proof of Service” is a transactional determination that a scheduled service is deemed to have occurred for payment purposes. It is not a clinical determination. OpenDoc may determine Proof of Service using one or more signals, including:

• Passage of the scheduled appointment time without a valid cancellation
• Absence of patient-initiated dispute within defined windows
• Submission of required documentation for designated service types
• Time-based confirmation thresholds

OpenDoc’s Proof of Service determination is final for purposes of payment release, subject only to dispute resolution rules.

18.5 Payment Release Timing

Upon Proof of Service, escrowed funds are eligible for release and scheduled for payout according to OpenDoc’s standard payout cadence. OpenDoc may delay payment release if:

• Required Proof of Service documentation is incomplete
• A dispute or chargeback window is open
• Fraud or misuse is suspected
• Regulatory or processor requirements mandate delay

18.6 Cancellations and No-Shows

Provider defines cancellation and no-show policies applicable to Services. OpenDoc enforces these policies automatically based on platform timestamps. If a patient fails to cancel within the applicable window, the service may be deemed completed for payment purposes and funds may be released to Provider pursuant to Proof of Service rules.

18.7 Disputes and Chargebacks

Patients may dispute charges within the timeframe allowed by payment processors or applicable law. Provider agrees to respond promptly to dispute requests, submit accurate documentation, and adhere to OpenDoc-defined evidence standards. Failure to cooperate may result in automatic dispute loss. Provider bears financial responsibility for disputes and chargebacks arising from failure to provide the service, misrepresentation, policy violations, or regulatory noncompliance.

18.8 Dispute Immunity and Performance Tiers

OpenDoc may designate certain Providers, services, or transactions as eligible for dispute immunity or reduced dispute exposure based on performance signals. Dispute immunity is revocable, non-transferable, and determined solely by OpenDoc.

18.9 Refunds

OpenDoc may issue refunds to patients in its discretion where required by law, mandated by payment processors, authorized by Provider, or where Provider fails to satisfy Proof of Service. Refunds may be deducted from current or future Provider payouts.

18.10 Enforcement Actions

OpenDoc may take enforcement actions for payment rule violations, including:

• Delayed payouts
• Increased escrow hold periods
• Loss of dispute immunity
• Suspension of payment processing
• Account termination

18.11 Modifications to Payment Rules

OpenDoc may modify this Addendum from time to time. Material changes will be posted on the Platform or otherwise communicated. Continued use of OpenDoc constitutes acceptance.

18.12 Conflicts

In the event of a conflict between this Addendum and the Provider Agreement, this Addendum governs with respect to payment matters.

18.13 Acknowledgment

Provider acknowledges that OpenDoc’s payment rules are designed to ensure platform integrity, Proof of Service is essential to transaction finality, and payment release is conditional, not guaranteed.