Terms of Use – HST Price Transparency Essentials

Welcome to Clariti Essentials, a product owned and developed by Healthcare Systems & Technologies, LLC (hereafter, “HST,” “we,” “us,” or “our”). Clariti Essentials is intended for use by ASCs or Hospitals (hereafter, “Facility”, “You” or “Your”) and these Terms of Use (the “Terms”) govern Your Facility’s access to and use of Clariti Essentials (the “Services”). Reference to the Services also includes any associated services or support provided by us. Please read these Terms carefully before You or anyone else at Your Facility starts to use the Services. By using the Services, You accept and agree to be bound and abide by (i) these Terms, (ii) our Privacy Policy incorporated herein by reference, and, if the parties are not party to an existing Business Associate Agreement, (iii) the Business Associate Addendum located here (the “BAA”). For additional information and notice regarding our use of Your Facility’s information and the permissions granted by providing information to us, please click here to view our Privacy Policy.

BY CHECKING THE BOX “By checking this box I agree to the terms of service” AND CLICKING “Submit”, THUS INDICATING YOUR ACCEPTANCE, YOU AGREE TO THESE TERMS OF USE ON BEHALF OF YOUR FACILITY. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS HEREIN, OR DO NOT HAVE THE AUTHORITY TO BIND YOUR FACILITY, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES OR RECEIVE SUPPORT.

Overview of the Services

This is a free offering, with no implementation fee or monthly subscription cost. You may upgrade to a paid subscription to access additional features not included in Clariti Essentials at any time.
Clariti Essentials allows facilities to provide uninsured and self-pay patients with a good faith estimate (
“GFE”) to comply with the No Surprises Act and state level fair billing laws. Clariti Essentials also providers additional features and capabilities as described below.
Support for language translation and content requirements as outlined in the No Surprises Act.
You may send the GFEs electronically, via SMS and email, and/or print a copy, including the required No Surprises Act patient rights disclosure. You agree to allow HST to deliver estimates to patients via SMS.
You may use Fast Track for scheduled patients or Quotes for prospective patients to create and manage patient estimates.
You may access our co-provider screen to enter any co-provider fees to comply as a convening provider.
HST will track all electronic patient communications and You may add any telephonic or in person contact with the patient for a complete history of communications with the patient.
Our customizable Case Grid is available to manage Your cases, view delivery status, payment status, and other details.
HST maintains the current Medicare ASC reimbursement schedule, including Your wage index, which You may access to view allowable amounts.
You may customize and access alerts related to patient estimates, as well as electronic messaging with patients.
We will provide full access to all available reports.

The Services do not include:

Integration with Your practice management system or E.H.R.
Processing of GFE’s for other than self-pay or uninsured patients.
Customization of the GFE other than linking our currently available options, disclaimer, and other information required for compliance with the No Surprises Act.

Configuration, Training and Support Services

Configuration. HST is responsible for Facility configuration, which includes

Configuring the Payor Library and allowable amount calculators for self-pay, uninsured, out-of-network, and Medicare.
Configuration and maintenance of Your Medicare payor contract.
Import and setup of Your chargemaster.
Configuring the Facility’s GFE links to Your payment page and other available website pages.
Setting up Your User accounts.

Training. HST will provide unlimited web-based training for Facility’s staff.

Support Services. Subject to the additional terms set forth herein, during the term HST, or its designee, will:

provide telephone support for day-to-day operational questions relating to the use of the Services; and
provide diagnostics and troubleshooting of the operation of the Services.
HST will provide these Support Services during the hours of 6:00 a.m. to 7:00 p.m. (Central Time) Monday through Friday (except for bank or public holidays), upon notification by telephone or e-mail, within eight (8) business hours of receiving such notice. At all other times HST will provide a telephone answering service to enable Facility to contact HST service engineers for assistance. On-site support is not available.

Use of Clariti Essentials

You may only use the Services in accordance with these Terms. We reserve the right to refuse service, terminate accounts, and/or cancel orders at our discretion, including, without limitation, if we believe Facility’s or any User’s conduct violates applicable law(s), these Terms or is harmful to our interests.

Individuals authorized by Facility to access the Services (each, a “User”), including employees or any authorized third parties or contractors, will be provided with online access to the Services. This access may include, based on security privileges, patient information, financial information, accessing reports, exporting data, messages, and settings (collectively, “Facility Data”). Access granted to a User may result in the access, use, disclosure, modification, or deletion of Facility Data. It is important that Facility ensure that all Users understand their choices and responsibilities. HST is not responsible for the content of any Facility Data or the way Facility or any User chooses to use the Services.

In addition, Facility should inform Users of Your Facility policies and practices that are relevant to their use of the Services and access to Facility Data, and obtain all rights, permissions, or consents from Users that are necessary for the lawful access and use of Facility Data and the operation of the Services.

Changes to the Terms

We may revise and update these Terms from time to time in our sole discretion. When we do, we will update the “Last Modified” date at the top of these Terms and we will use commercially reasonable efforts to notify Facility of all changes to these Terms by posting a notice on our website. In order to continue using the Services following the posting of revised Terms, a User must click the box to accept these Terms, as modified. By a User clicking the box indicating Facility’s acceptance, Facility agrees to these Terms, as modified. If Facility does not agree with the modified terms and conditions herein, no User may accept these Terms or use the Services.

Access and Account Security

We reserve the right to withdraw or amend the functionality of the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict or suspend Facility’s access to some or all parts of the Services, as necessary in our sole discretion. We may update the content on the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material. We take no responsibility for any incorrect or out of date information on the Services.

Intellectual Property Rights

As between Facility and HST, with the exception of any Facility Data, intellectual property and ownership rights in and to the Services and all content included on the Services (including text, graphics, logos, button icons, images, software, etc.) is the property of HST or its licensors. Compilation of all content on the Services is the exclusive property of HST and is protected by U.S. and international copyright laws. No material from the Services may be copied, republished, uploaded, posted, transmitted, or distributed, unless expressly authorized by HST in writing. The Services may be used for non-commercial use only for the purpose of managing Cases. Use of the Services for any other purpose is a violation of our copyright and other proprietary rights, as well as a violation of these Terms.

If Facility provides us with any suggestions, enhancement requests, recommendations or other feedback related to the Services (collectively, “Feedback”), Facility hereby assigns to us all rights, title and interest in and to such Feedback. If such assignment is held to be invalid or unenforceable for any reason, Facility hereby grants us an irrevocable, worldwide, royalty-free, fully paid up, license to use any Feedback for any reason, including creating derivative works thereof. Additionally, Facility agrees that HST may utilize information concerning Facility’s use of the Services to improve the Services.

Prohibited Uses

Facility agrees not to use the Services or any information from the Services:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).
To exploit, harm, or attempt to exploit or harm third parties in any way by exposing them to inappropriate content or otherwise.
To impersonate or attempt to impersonate HST, a HST employee, another User or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Services or Users of the Services or expose them to liability.

Additionally, Facility agrees not to, or allow any User to:

Use the Services in any way in which the Services were not designed or intended to be used.
Use the Services in any manner that could disable, overburden, damage, or impair the Services or the networks and systems that support the Services.
Use the Services in a manner that infringes on a third party’s intellectual property rights or violates a third party’s rights of privacy or publicity.
Remove, circumvent, disable, damage, or otherwise interfere with any security-related features that enforce limitations on the use of the Services.
Attempt to gain unauthorized access to the Services, or other accounts, computer systems or networks connected to the Services, through hacking, password mining or any other means or to interfere or attempt to interfere with the proper working of the Services or any activities conducted through the Services.
Use any robot, spider or other automatic device, process or means, or any manual process, to access the Services for any purpose, including monitoring or copying any of the material on the Services.
Engage in any behavior that interferes with the proper working of the Services.
Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
Copy, translate, disassemble, decompile, reverse-engineer, or otherwise modify any parts of the Services.
Use the Services in the operation of a service bureau, outsourcing, or time-sharing service.
Use the Services for the purpose of building a competitive product or service or copying its features or User interface.
Permit access to the Services by a competitor of HST.
Sublicense, license, sell, lease, rent, or otherwise make the Services or available to third parties (except as expressly permitted by these Terms).

Customer Data

Any content, materials, data, and information that entered or uploaded into the Services shall be deemed Facility Data. Facility hereby grants HST the worldwide, royalty-free license to host, copy, transmit, and display Facility Data as necessary for HST to provide the Services in accordance with these Terms. Facility will be responsible for any such Facility Data and represents and warrants that it has received any and all necessary permission, release, and/or consent from any individual whose information is entered into, submitted to, or uploaded to the Services. HST retains the right to use Facility’s data in a de-identified and aggregated manner. We are not responsible or liable to Facility, or any third party, for the content or accuracy of any Facility Data entered by Facility or any User of the Services.

Additional Terms Applicable to the Services

Credit Card Processor. Facility acknowledges that to facilitate credit card payments Facility must already have an agreement in place, and if not, execute an agreement, with a credit card processor to receive credit card processing services.

Estimate Accuracy. Facility acknowledges that certain conditions outside of HST’s control may affect an estimate’s accuracy, and that Facility should review each estimate for accuracy prior to releasing it to the patient. Failure to conduct such review is at Facility’s own risk.

Third-Party Eligibility Services. The eligibility service which underlies the Services is provided by a third party who, in its discretion, may make changes thereto with little or no notice to HST or Facility, and which may, therefore, impact the functionality of the Services.

Payer and Agency Rules and Regulations. Facility must adhere to any applicable rules, regulations, and policies of payers and governmental agencies having jurisdiction, including the department of Health and Human Services (“HHS”). Facility shall provide or obtain, any documents or supplementary agreements requested by HST, to comply with such rules, regulations, and policies, to the extent such disclosures are permissible. Facility is bound, to the same extent as HST, by all applicable payer-imposed contractual obligations or policies required for access to such payer, and this Agreement shall be subject to any such obligation or policy. Facility acknowledges that from time to time, Facility may be required to give its written acknowledgement of certain obligations. With respect to Medicaid eligibility transactions, HST is required to pass on and/or obtain the following covenants: (a) access to eligibility information is restricted to the sole purpose of verification of Medicaid eligibility where the recipient has requested Medicaid payment for medical services; (b) verification of eligibility under the system is not a guarantee of payment and the records as to the recipient’s eligibility status shall be final authority; (c) Facility indemnifies and holds harmless each state, its agents and employees, from any and all claims by Facility or any recipient who is aggrieved by Facility’s actions; and (d) Facility agrees to abide by federal and state regulations regarding confidentiality of information.

Third Party Websites, Products, and Services

We are not responsible for any content or activities offered by third party sites or products (each a, “Third Party Site and Product”) because we do not have any control over these Third Party Sites and Products, which are not governed by these Terms. We are not responsible for any defects or diminished functionality resulting from the integration or use of any Third Party Sites and Products.

If the Services contain links to other sites and resources provided by third parties, these links are provided for convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from use of them (including loss of Facility Data). If a User decides to access any of the third party websites linked to the Services, such User does so entirely at their own risk and subject to the terms of use and privacy policy for such websites.

If Facility installs or enables a Third Party Site and Product for use with the Services, Facility grants HST permission to (a) allow the provider of that Third Party Site and Product to access Facility Data as required for the interoperation of that Third Party Site and Product with the Services and (b) access Facility’s account(s) for the Third Party Site and Product. If the provider of a Third Party Site and Product ceases to make the Third Party Site and Product available for interoperation with the corresponding features of the Services on reasonable terms as determined in HST’s sole discretion, HST may cease providing those features, without entitling Facility to any refund, credit, or other compensation. HST shall have no liability or obligations (including any warranty or support obligations) with respect to any Third Party Site and Product. Facility must promptly reimburse HST for damages incurred by HST due to, arising from or relating to any Third Party Site and Product.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS.” WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO FACILITY OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SERVICES. WE DISCLAIM ALL OTHER WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY, A REPRESENTATIVE OF COMPANY OR ANY OTHER PERSON SHALL CREATE A WARRANTY OR REPRESENTATION.

FACILITY UNDERSTANDS THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. FACILITY IS RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY FACILITY’S PARTICULAR REQUIREMENTS FOR ANTI-VIRUS AND MALWARE PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SERVICES FOR ANY RECONSTRUCTION OF ANY LOST DATA. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT FACILITY’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO FACILITY’S OR ANY USER’S USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR FACILITY’S OR ANY USER’S DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES, OR ON ANY WEBSITE LINKED TO THE SERVICES.

FURTHER, WE DO NOT ENDORSE AND MAKE NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE SERVICES. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY FACILITY’S RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES. IT IS FACILITY’S RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE SERVICES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE, OR OTHER CONTENT ON THE SERVICES.

FINALLY, DUE TO THE NATURE OF PATIENT ESTIMATIONS, HST DISCLAIMS ALL LIABILITY RESULTING FROM (A) FACILITY ACTS OR OMISSIONS RESULTING IN CLAIM INACCURACY, INVALIDITY, INCOMPLETENESS, ERROR, OMISSION, MISDELIVERY, OR DELAYS; (B) DATA SECURITY BEFORE RECEIPT BY HST FROM FACILITY AND AFTER TRANSMISSION BY HST, OR ITS THIRD PARTY, TO FACILITY; AND (C) REIMBURSEMENT DECISIONS MADE BY PAYERS.

Limitation on Liability

IN NO EVENT WILL COMPANY, ITS SUCCESSORS, ASSIGNS, AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, PERSONNEL, LICENSORS, CONTRACTORS AND REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH FACILITY’S OR ANY USER’S USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE OR IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AS BETWEEN FACILITY AND COMPANY, FACILITY’S SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO DISCONTINUE FACILITY’S USE OF THE SERVICES AND ITS RELATED SERVICES. IF THE FOREGOING LIMITATION OF LIABILITY IS NOT VALID UNDER APPLICABLE LAW OR FOR ANY OTHER REASONS, IN NO EVENT WILL OUR LIABILITY OR THE LIABILITY OF OUR AFFILIATES, SUCCESSORS, ASSIGNS, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS EXCEED A TOTAL OF $100.

Indemnification

Facility agrees to defend, indemnify, and hold harmless HST, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, settlements, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (a) Facility’s violation of these Terms or Facility’s or any User’s use of the Services, including, but not limited to, any use of the Services’ content and services or any information obtained from the Services, other than as expressly authorized in these Terms, (b) a claim that Facility Data or Facility’s or any User’s use of the Services infringes or misappropriates such third party’s intellectual property rights, (c) Facility’s or any User’s failure to comply with applicable law, including any applicable HIPAA regulations, (d) Facility’s or any User’s installation and/or use of any Third Party Site and Product; and (e) bodily injury (including death) or damage to real property or tangible personal property of HST caused by Facility or any User.

Governing Law

These Terms have been made in and shall be construed in accordance with the laws of the State of Tennessee, without giving effect to any conflict of law principles. Except for any disputes relating to intellectual property rights, obligations, or any infringement claim, HST and Facility mutually agree to the following dispute resolution procedure to resolve any disputes with arising out of or relating to these Terms or Facility’s use of the Services (“Dispute(s)”): (1) The parties will first attempt in good faith to resolve the Dispute by informal negotiation. The informal negotiation period will begin when the party asserting the Dispute sends a written notice to the other party describing the facts and circumstances of the Dispute. If, after 60 days from the date the notice of Dispute is sent, the parties have been unable to resolve the Dispute, either party may commence binding arbitration. The parties may agree to extend the informal dispute resolution period by mutual written agreement and (2) if the parties are unable to resolve the Dispute through informal negotiation, HST and Facility agree that exclusive jurisdiction for the Dispute shall be binding arbitration before one arbitrator to be mutually agreed upon by both parties. If the parties cannot agree on the selection of an Arbitrator, they shall each select one Arbitrator from the list of qualified arbitrators and those two Arbitrators shall select the person who shall serve as the Arbitrator for such Dispute. Arbitration shall be initiated under the rules of the American Arbitration Association (“AAA”) in Nashville, Tennessee, with a written decision stating the legal reasoning issued by the Arbitrator at either party’s request. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction. BY USING THE SERVICES, FACILITY AGREES FACILITY IS HEREBY GIVING UP ITS RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY FOR ALL DISPUTES EXCEPT FOR THOSE RELATING TO INTELLECTUAL PROPERTY RIGHTS, OBLIGATIONS OR ANY INFRINGEMENT CLAIM.

Waiver and Severability

No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Confidentiality

If Facility receives any confidential or proprietary information from HST, Facility may not disclose it to any third party except as necessary to perform its obligations under these Terms or as required by law. If Facility receives a valid request pursuant to a legal requirement of a competent government body to disclose any of HST’s confidential information, to the extent permitted by law, Facility must promptly notify HST and provide HST as much time as possible to respond to such request and Facility may only disclose the minimum amount of confidential information as possible subject to the maximum available confidentiality protections. The Services and any technical documentation relating to the Services are, and will be considered, HST’s confidential information.

Term and Termination

The initial term is 6 months (“Initial Term”) and will auto-renew in monthly increments (the “Term”). HST may not cancel this Agreement unless otherwise stipulated herein in the Initial Term. You may cancel at any time with ten (10) days written notice. Either party may cancel at any time with 10 days’ written notice after the Initial Term.

Facility’s right to access and use the Services terminates automatically upon its breach of any of these Terms. Additionally, we may, at any time: (a) modify, suspend or terminate the operation of or access to the Services, or any portion of the Services, for any reason; (b) modify or change any Terms and other policies governing the use of the Services, for any reason; (c) interrupt the operation of the Services, or any portion of the Services, for any reason, all as we deem appropriate in our sole discretion. Upon the expiration or termination of these Terms, Facility may not retain and must promptly erase or destroy any HST files, information, or data (including any documentation) (a) in any file, hard drive, server or any other form of memory in its possession or control or (b) in any printed form. Facility shall confirm in writing such erasure or destruction upon written request from HST.

The Facility Data, Intellectual Property Rights, Disclaimer of Warranties, Limitation on Liability, Indemnification and the Governing Law and Disputes, Termination, Waiver and Severability, Confidentiality, Entire Agreement, and Independent Contractor provisions shall survive any termination of these Terms.

Entire Agreement

These Terms, together with our Privacy Policy and either the parties’ existing Business Associate Agreement or the BAA, constitute the entire agreement between Facility and HST with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Facility and HST with respect to the Services. Any rights not expressly granted herein are reserved by HST. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. The Uniform Computer Information Transactions Act as enacted shall not apply. Facility must initiate a cause of action for any claim(s) arising out of or relating to these Terms and its subject matter within one (1) year from the date when Facility knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s), otherwise such claims are waived and released.

Assignment

Facility may not, without HST’s prior written consent, assign, delegate, pledge or otherwise transfer these Terms, or any of its rights or obligations under these Terms to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. HST may assign these Terms without consent from Facility to any of its affiliates or in the event of a merger, corporate reorganization, or acquisition of all or substantially all the assets of HST.

Independent Contractors

The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties is created hereby. There are no third-party beneficiaries to these Terms.