Terms of Service

Last Updated: [October 20, 2022]

Welcome to Lotus Billing! These Terms of Service (“Terms”) govern your access to and use of the website at https://www.lotusbilling.com/ (the “Website”) and constitutes a binding legal agreement between you (“you”, “your” or “User” refers to the individual that visits or uses our Website), as a user of the Website for adherence, and to Lotus Billing and its affiliated entities (“Lotus”, “we”, “us”, or “our”). For further information on policies governing the use of our technology platforms, please visit our Website’s Privacy Policy.

NOTE THAT SECTION 22 OF THESE TERMS CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.

By accessing or using our Website, you agree to these Terms. Failure by us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our Website. If we make changes, we will notify you by revising the date at the top of the Terms and, in some cases, we may provide you with additional notice (such as adding a statement to our homepage or sending you an electronic notification). It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website following the posting of any changes to these Terms of Service constitutes acceptance of those changes. If you do not agree with these Terms, including the mandatory arbitration provision and class action waiver in Section 22, you are not authorized to access or use the Website for any purpose.

1. PRIVACY

Federal and State laws govern the confidentiality of medical information. Please read our privacy policy for information about how Lotus Billing collects, uses, and discloses information through the Website. By accessing or using our Website you agree that Lotus can collect, use, and share such information in accordance with our privacy policy, which is hereby incorporated into these Terms by reference. We reserve the right to modify our privacy policy from time to time.

2. NO MEDICAL ADVICE

THE INFORMATION FOUND ON THE LOTUS BILLING WEBSITE AND THE SERVICES PROVIDED BY LOTUS BILLING ARE NOT FOR USE IN A MEDICAL EMERGENCY OR OTHER URGENT SITUATIONS. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 9-1-1.

3. ELIGIBILITY

General browsing of our Website is not intended for users under the age of thirteen (13). Persons between the ages of thirteen (13) and eighteen (18) may only browse our Website with the legal authorization of their parent or legal guardian. Please check our Privacy Policy for more information on how we handle children’s information.

4. SERVICES

Lotus Billing’s Website provides a platform that offers clients, potential clients, and Users the opportunity to learn about and request quality healthcare billing services. Lotus’s services include, but are not limited to, consulting, credentialing and provider enrollment, computerized claims, medical billing, accounts receivable evaluation and cleanup, denial management, and collection services to healthcare providers (“Services”).

5. RECEIVING A QUOTE

You may request a quote for Services on the Lotus Billing Website by filling out a “Client Contact Form.” The Form is not binding. It allows us to get the preliminary information we need, so we can best assist you during our intake process. All information provided is secure and will not be used for any purpose other than serving you. As part of the intake process, you will be required to provide accurate information in the fillable areas of the Client Contact Form.

6. PRICING INFORMATION

Lotus Billing offers competitive pricing for setup and implementation of its Services. By purchasing Services you may be responsible for additional fees ancillary to the Services including, but not limited to, postage fees, processing fees, and storage costs. Please note that prices, Services, offers, and specials are subject to change. If you are a current Lotus client, you will receive written notice prior to any fee increases. Fees not timely paid will be subject to a late fee. The prices for Services are in U.S. Dollars and are valid and effective only in the United States.

LOTUS BILLING AND ITS AFFILIATES AND LICENSED PROFESSIONALS DO NOT PAY, RECEIVE, OR SOLICIT, ANY REMUNERATION IN RETURN FOR REFERRALS, DIRECTLY OR INDIRECTLY OFFER, GIVE, SOLICIT, OR RECEIVE OR AGREE TO RECEIVE, ANY FEE OR OTHER CONSIDERATION TO OR FROM A THIRD PARTY FOR THE REFERRAL OF A CLIENT OR IN CONNECTION WITH THE PERFORMANCE OF SERVICES, NOR ARE ANY OF THE ENTITIES OR PERSONS PERMITTED TO SHARE IN THE FEES FOR SERVICES, INCLUDING ANY ARRANGEMENT OR AGREEMENT WHEREBY THE AMOUNT RECEIVED IN PAYMENT FOR FURNISHING SPACES, FACILITIES, EQUIPMENT OR PERSONNEL SERVICES USED BY A LICENSEE CONSTITUTING A PERCENTAGE OF, OR OTHERWISE DEPENDENT UPON, THE INCOME OR RECEIPTS OF THE LICENSEE FROM SUCH PRACTICE SUBJECT TO CERTAIN EXCEPTIONS PERMITTED BY LAW. FOR FURTHER INFORMATION REGARDING FEE**-SPLITTING, STARK, ANTI-**KICKBACK, OR EKRA LAWS, PLEASE VISIT THE FOLLOWING WEBSITE:

- https://oig.hhs.gov/compliance/physician-education/fraud-abuse-laws/

7. EVENTS OUTSIDE OUR CONTROL

Lotus Billing reserves the right to cancel Services for an “Event Outside Our Control” without being liable for any damage or costs other than repayment of any amount received from you in relation to the purchased Services we canceled. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, or other natural disaster, or failure of public or private telecommunications networks.

If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms: (i) If necessary, we will contact you as soon as reasonably possible to notify you and (ii) our obligations under these general conditions will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

8. COMMUNICATIONS

By purchasing Services you may receive communications from us, which may include emails and voice calls (the “Communications”). Your agreement to receive Communications is not a condition of any Service. Communications from or on behalf of Lotus Billing may include but are not limited to: the use of Services, marketing content such as updates concerning new and existing Services; and communications concerning promotions run by us or our third-party affiliates.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

Additionally, you agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.

9. TESTIMONIALS AND REVIEWS

Lotus Billing and its affiliated entities may feature testimonials and reviews from clients in order to provide Users with additional information about others’ experiences with the Services offered. While all information and quotes used are from actual Users sharing their honest opinions of the Services, these testimonials or reviews are not to be considered as a guarantee that current or future clients will experience the same results, or a guarantee that all clients will have the same experience. You understand and agree that by reading a featured testimonial or review on our Website, you do not expect the same results, and understand this information is not a guarantee.

10. USER SUPPLIED MATERIAL

Our Website may allow you to upload and store content, including messages, text, and other materials (collectively, “User Content”). Except for the license you grant below, as between you and Lotus Billing, you retain all rights in and to your User Content.

Excluding in this Section confidential information and protected health information that has not been de-identified, which is covered by our Privacy Policy, you hereby grant Lotus a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your User Content in all media formats and channels now known or later developed without compensation to you. This license is effective until terminated by you or Lotus.

If you supply or transmit any User Content via the Website, you represent and warrant to us that you have the legal right necessary to grant us the license described above and that such material will not violate any law or the rights of any person or entity (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity).

In the event you choose to provide Lotus Billing with any feedback, suggestions, or similar communications, all such messages (collectively, “Feedback Messages”) will be considered non-personal, non-confidential, and nonproprietary. You hereby grant Lotus a perpetual, sublicensable, assignable, unrestricted, worldwide, royalty-free, irrevocable license to use, reproduce, display, perform, practice, modify, create derivative or collective works, transmit and distribute your Feedback Messages, in whole or in part, and including all intellectual property rights therein.

Any User Content posted publicly or sent privately is the sole responsibility of the person that submitted it. Although Lotus reserves the right to review or remove all User Content on the Website, we do not necessarily review all of it. As such, we do not take responsibility for any User Content provided through the Website.

11. APPROPRIATE USE OF THE WEBSITE

You agree to use the Website in accordance with all applicable local, state, national and foreign laws, treaties, and regulations. You will not violate any contract, intellectual property, or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Website.

In addition, without limitation, you will not, directly or indirectly, do any of the following while using or accessing the Website:

engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
use or attempt to use another User’s third-party appointment scheduling account without authorization from that User;
use our Website in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying our Website or that could damage, disable, overburden or impair the functioning of our Website in any manner;
reverse engineer any aspect of our Website or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Website;
infringe any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Website that you are not authorized to access;
develop or use any third-party applications that interact with our Website without our prior written consent, including any scripts designed to scrape or extract data from our Website;
misrepresent your identity or provide Lotus with any false information in any information-collection portion of our Website;
directly or indirectly authorize anyone else to take actions prohibited in these Terms of Service; or
use our Website for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

You may also only upload or otherwise share User Content that you have all necessary rights to disclose. You may not upload, store, or share any User Content that:

is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national or international law;
may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
impersonates, or misrepresents your affiliation with, any person or entity;
contains any private or personal information of a third party without such third party’s consent;
contains any viruses, corrupted data, or other harmful, disruptive, or destructive files or content; or
is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Website, or that may expose Lotus or others to any harm or liability of any type.

In addition, although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

12. MODIFICATION, ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION

We reserve the right to change the Website and the Lotus Billing Content (defined below) at any time. However, we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site. We are not responsible if information made available on this site contains typographical errors, is not accurate, is not complete, or is not current. The material on this site is provided for general information only and should not be relied upon as the sole basis for making decisions. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information may not be current and is provided for your reference only.

13. TERMINATION; CANCELLATION

We may discontinue our Website, and we may suspend or terminate your right to use our Website at any time, in the event that you breach these Terms, for any other reason, or for no reason at all, in our sole discretion, and without prior notice to you.

All licenses and other rights granted to you by these Terms will immediately terminate upon termination of your right to use our Website or our termination of the Website. These Terms will survive and continue to apply after any suspension, termination, or cancellation, except that your access rights and other rights as a user will be suspended, terminated, or canceled, respectively.

14. INTELLECTUAL PROPERTY; LIMITED LICENSE

The Website, text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans, and other content contained therein (collectively, the “Lotus Content”) are owned by or licensed to Lotus Billing and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Lotus and our licensors reserve all rights in and to our Website and the Lotus Content.

Lotus Billing hereby grants you a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use our Website and the Lotus Content; provided, however, that such license is subject to these Terms and does not include any right to (a) sell, resell our Website, or the Lotus Content; (b) copy, reproduce, distribute, publicly perform or publicly display Lotus Content, except as expressly permitted by us or our licensors; (c) modify the Lotus Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Website and the Lotus Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Website or the Lotus Content other than for their intended purposes. Any use of our Website or the Lotus Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

15. LINKS TO THIRD PARTIES

The Website may include links to third-party Websites, resources, and advertisements (collectively, “Third-Party Sites”). We are not responsible or liable for the availability or accuracy of, and Lotus Billing does not endorse, sponsor, or recommend any Third-Party Sites or the content, products, or services on or available from such Third-Party Sites. Your use of Third-Party Sites is at your own risk, and Lotus and its affiliates will not be liable for any losses arising out of or relating to Third-Party Sites.

In addition, Lotus Billing makes no representation that such Third-Party Sites are appropriate or available for use in any particular location. To the extent you choose to access such Third-Party Sites, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Lotus reserves the right to change, suspend, remove, or disable access to any Third-Party Sites at any time without notice. In no event will Lotus be liable for the removal of or disabling of access to any such Third-Party Sites. Lotus may also impose limits on the use of or access to certain Third-Party Sites in any case and without notice or liability.

16. WEBSITE UPDATES

Lotus Billing may from time to time, in its sole discretion (without obligation), develop and provide updates for our Website, which may include error corrections and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Lotus has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. For clarity, all Updates are part of the Website and subject to these Terms.

17. COPYRIGHT COMPLAINTS

We will limit access to the Website against Users who infringe the intellectual property rights of others. If you believe that anything on our Website infringes any copyright that you own or control, you may notify Lotus’s Designated Agent as follows:

Designated Agent: Amy Collins, Chief Executive Officer
Address: 44225 W. Twelve Mile Road, Suite C106, Novi, Michigan 48377.
E-Mail Address: acollins@lotusbilling.com

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Website is infringing, you may be liable to Lotus for certain costs and damages.

18. DISCLAIMER OF WARRANTIES

YOUR USE OF THE WEBSITE AND THE LOTUS CONTENT INCLUDED IN THIS WEBSITE IS AT YOUR SOLE DISCRETION AND RISK. THE WEBSITE AND THE LOTUS CONTENT INCLUDED IN THIS WEBSITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND.

LOTUS AND ITS LICENSORS AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE WEBSITE AND THE LOTUS CONTENT INCLUDED IN THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

WE DO NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY OUR WEBSITE.

WE MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT GUARANTEE, (A) THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE WEBSITE AND THE LOTUS CONTENT INCLUDED IN THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY LOTUS CONTENT OR ITS APPLICABILITY TO YOUR INDIVIDUAL CIRCUMSTANCES, OR (B) THAT THE WEBSITE AND THE LOTUS CONTENT INCLUDED IN THIS WEBSITE WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED. OUR WEBSITE AND THE LOTUS CONTENT INCLUDED IN THIS WEBSITE ARE DEVELOPED FOR USE IN THE UNITED STATES AND LOTUS AND ITS LICENSORS AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE WEBSITE AND THE LOTUS CONTENT INCLUDED IN THIS WEBSITE WHEN THEY ARE USED IN ANY OTHER COUNTRY.

NO ADVICE OR INFORMATION PROVIDED TO YOU BY LOTUS WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT PERMIT US TO EXCLUDE WARRANTIES IN THESE WAYS, SO IT IS POSSIBLE THAT THESE EXCLUSIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT THE EXCLUSIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

19. LIMITATION OF LIABILITY

IN NO EVENT WILL LOTUS, LOTUS’S LICENSORS, AFFILIATES, AND OUR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES, (COLLECTIVELY, “LOTUS PARTIES”) BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA OR LOST PROFITS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE OR FROM THE CONDUCT OF YOU OR ANYONE ELSE (INCLUDING BUT NOT LIMITED TO BODILY INJURY, DEATH OR PROPERTY DAMAGE), WHETHER ONLINE OR OFFLINE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR LOTUS CONTENT INCLUDED IN THIS WEBSITE, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT LOTUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE WEBSITE, THE LOTUS CONTENT INCLUDED IN THIS WEBSITE, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE. IF THE FOREGOING IS NOT ENFORCEABLE AGAINST YOU, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF THE LOTUS PARTIES TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (I) THE AGGREGATE AMOUNT YOU PAID LOTUS TO ACCESS OR USE THE WEBSITE IN THE MOST RECENT TWELVE-MONTH PERIOD, OR (II) $50.

SOME JURISDICTIONS DO NOT PERMIT US TO LIMIT OUR LIABILITY IN THESE WAYS, SO IT IS POSSIBLE THAT THESE LIMITATIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH AN EVENT THE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

20. INDEMNIFICATION

You will indemnify, defend, and hold harmless the Lotus Parties from and against any and all claims, causes of action, demands, liabilities, losses, costs, or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:

your access to or use of the Website, or the Lotus Content included in the Website;
your User Content;
your violation of any of the provisions of these Terms;
your conduct in connection with our Website; or
your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right.

Lotus Billing reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

21. RELEASE

To the fullest extent permitted by applicable law, you release Lotus Billing and the other Lotus Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE § 1542 AS WELL AS ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

22. DISPUTE RESOLUTION; BINDING ARBITRATION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH LOTUS BILLING AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

** 22.1. Binding Arbitration**

Except for any disputes, claims, suits, actions, causes of action, demands, or proceedings (collectively, “Disputes”) arising out of or related to a violation of Section 11 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Lotus agree (a) to waive your and Lotus’s respective rights to have any and all Disputes arising from or related to these Terms, or the Website, resolved in a court, and (b) to waive your and Lotus’s respective rights to a jury trial. Instead, you and Lotus agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

22.2. No Class Arbitrations, Class Actions, or Representative Actions

You and Lotus Billing agree that any Dispute arising out of or related to these Terms or the Website is personal to you and Lotus and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding. You and Lotus agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Lotus agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. The arbitrator does not have the power to vary these class action waiver provisions.

22.3. Federal Arbitration Act

You and Lotus Billing agree that these Terms affect interstate commerce and that the enforceability of this Section 22 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

22.4. Notice; Informal Dispute Resolution

You and Lotus Billing agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Lotus shall be sent by certified mail or courier to 44225 W. Twelve Mile Road, Suite C106, Novi, Michigan 48377. Your notice must include (a) your name, postal address, telephone number, and an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with Section 8 and will include (d) our name, postal address, telephone number, and an email address at which we can be contacted with respect to the Dispute, (e) a description in reasonable detail of the nature or basis of the Dispute, and (f) the specific relief that we are seeking. If you and Lotus cannot agree on how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Lotus may, as appropriate and in accordance with this Section 22, commence an arbitration proceeding or, to the extent specifically provided for in Section 22.1, file a claim in court.

22.5. Process

EXCEPT FOR DISPUTES ARISING OUT OF OR RELATED TO A VIOLATION OF SECTION 11 OR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND LOTUS AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR LOTUS WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND LOTUS WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Lotus agree that (a) any arbitration will occur in the State of Michigan, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of Michigan and the United States, respectively, sitting in the State of Michigan, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

22.6. Authority of Arbitrator

As limited by the FAA, these Terms, and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. Notwithstanding any other provision of this Section 22, any and all issues relating to the scope, interpretation, and enforceability of the class action waiver provisions contained in this Section 22, are to be decided only by a court of competent jurisdiction, and not by the arbitrator.

22.7. Rules of JAMS

The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

22.8. Severability
If any term, clause, or provision of this Section 22 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses, and provisions of this Section 22 will remain valid and enforceable. Further, the waivers set forth in Section 22.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

22.9. Opt-Out Right

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted these Terms by writing to: compliance@lotusbilling.com. In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 22.

23. GOVERNING LAW; VENUE

These Terms and our relationship with you will be governed by the laws of the State of Michigan, excluding its choice of laws rules. You and Lotus Billing each irrevocably agree that any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court shall be resolved on an individual basis exclusively in the state courts located in Oakland County Michigan. You and Lotus each irrevocably consent to the personal jurisdiction of these courts and waive any and all objections to the exercise of jurisdiction by these courts and to this venue. Notwithstanding the foregoing, however, you and Lotus agree that Lotus may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

24. MISCELLANEOUS

The Website may contain typographical errors or other inaccuracies and may not be complete or current. Lotus Billing reserves the right, but does not have the obligation, to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice to you. Lotus may refuse to provide services that are based on inaccurate or erroneous information on the Website, including, without limitation, incorrect or out-of-date information regarding pricing, payment terms, or for any other lawful reason.

These Terms, along with any additional terms and conditions incorporated herein, constitute the entire agreement between you and us relating to our Website and the Lotus Content, replacing any prior or contemporaneous agreements, whether written or oral, unless you have signed a separate written agreement with us relating to our Website or the Lotus Content. If there is any conflict between the Terms and a separate signed written agreement between you and us relating to our Website or the Lotus Content, the signed written agreement will control.

We reserve the right to change our Terms at any time. Any changes that we make will become a part of our agreement with you when they are posted on our Website. Your continued use of our Website will constitute your agreement to the changes we have made. The last date these Terms were revised is set forth at the top of these Terms.

The failure by you or us to enforce any provision of the Terms will not constitute a waiver. If any court of law, having the jurisdiction to decide the matter, rules that any provision of the Terms is invalid or unenforceable, then the invalid or unenforceable provision will be removed from the Terms or reformed by the court and given effect so as to best accomplish the essential purpose of the invalid or unenforceable provision, and all of the other provisions of the Terms will continue to be valid and enforceable. Nothing contained in these Terms will limit the ability of a party to seek an injunction or other equitable relief without posting any bond. The titles of the Sections of these Terms are for convenience only and will have no legal or contractual effect.

25. SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

26. TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Website and Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Website and Services (or any part thereof).

27. CONTACT US

We encourage you to contact us if you have any questions, comments, or complaints concerning our Terms of Service.

Address: Lotus Billing; 44225 W 12 Mile Rd, Suite C106; Novi, Michigan 48377
Phone: 1-248-590-3300
Email: compliance@lotusbilling.com