Last updated: Mar 10, 2025
Please read these Terms of Use ("Terms", "Terms of Use") carefully before using the ARproactive.com and BillpaySafely.com websites (the "Service") operated by AR Proactive, Inc. ("us", "we", or "our").
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
CLIENT DATA Client agrees that it will provide accurate data so that accurate information is reflected in the AR Proactive Platform.
CONFIDENTIALITY
The receiving party (i) shall not disclose Confidential Information to any third party without prior written consent of the disclosing party, and (ii) agrees to use the Confidential Information solely for the purpose of performing its obligations under this Agreement. Copying and reproduction shall be done to the minimum extent necessary. Neither party shall copy, reproduce, sell, assign, license or disclose any Confidential Information it receives from the other party to any other person, Affiliate, firm, or corporation, or other entity or agency except as expressly allowed by this Agreement.
Each party shall hold in confidence any proprietary information obtained from any other party in connection with this Agreement and shall not disclose the same to any third party except as required or permitted by law or by judicial process.
The terms and pricing in this Agreement are confidential and shall not be disclosed to any third party.
Remedies. Both parties expressly agree that a breach or threatened breach of any confidentiality obligations by the receiving party, its Affiliates, agents, representatives, contractors or employees is highly likely to cause significant, irreparable harm to the disclosing party and that the disclosing party shall be entitled, in that case, to temporary, preliminary and/or injunctive relief, or any other equitable remedy deemed appropriate by the reviewing court, to protect its interests in its Confidential Information. Should the receiving party learn of a breach or threatened breach of the other party’s Confidential Information, the receiving party shall immediately notify the disclosing party of the nature of the breach or threatened breach and the Confidential Information that has been disclosed. The receiving party shall take all necessary steps to immediately cure or prevent such breach and to ensure no further release of any Confidential Information.
HIPAA. AR Proactive agrees to comply with applicable requirements of law relating to Protected Health Information, and will enter into a separate Business Associate agreement if requested to do so by Client.
INDEMNIFICATION AR Proactive agrees to indemnify and hold Client harmless from and against any and all actual out-of-pocket expenses that are reasonably incurred by it arising out of third party claims against client due to the acts or omissions of AR Proactive. Conversely, Client agrees to indemnify and hold AR Proactive harmless from and against any and all actual out-of-pocket expenses which are reasonably incurred by it arising out third party claims against AR Proactive due to the acts or omissions of Client, including but not limited to inaccurate, incomplete or erroneous transmission of information to AR Proactive, including the forwarding of accounts not legally enforceable.
LIMITATION OF LIABILITY
AR Proactive and its officers, directors, employees and agents shall not be liable to client or any third party for any indirect, incidental, consequential, or punitive damages, including lost profits, revenues or business opportunities.
If direct damages are incurred by or awarded to Client for any act, error or omission of AR Proactive under this Agreement, AR Proactive’s liability to Client for all such direct damages is limited to the amount of fees paid by Client to AR Proactive for services in the calendar year that the act, error or omission first occurred which resulted in such direct damages.
LICENSE AGREEMENT
AR Proactive hereby grants Client a limited, nonexclusive license to allow its employees to access the AR Proactive Platform and its interface for the term of this Agreement. Client agrees not to permit any person or entity other than Client’s employees to access or use the AR Proactive Platform.
AR Proactive retains all rights to the Platform and its interface and specifically prohibits copying, modifying or preparing derivative works of the AR Proactive system or interface.
The design, format, wording, and process of the Platform are deemed intellectual property in which AR Proactive retains all rights and is protected by applicable copyright law.
JURISDICTION AND GOVERNING LAW This agreement shall be construed under the laws of the State of Illinois, and the parties agree that any action related to this agreement shall be instituted and prosecuted in the circuit court for Cook County, Illinois. The parties waive the right to a change of venue.