Parties

This Terms and Conditions document (“Agreement”) is entered into by and between Medical Imaging Technology Services Inc. (“MITS”), a Tennessee Corporation, and the healthcare practice (“DR”) that has signed a two-year service agreement with MITS.

Scope of Services

MITS shall provide DR with the following:

• Neurofeedback /biofeedback devices, software, processes, training, and know-how to use equipment products and services.
• Equipment and services to perform Brain Mapping and Brain Training as defined in the Service Agreement.

DR agrees to be solely responsible for:

• Scheduling, billing, coding, and collecting payments for any services or products provided to patients.
• Compliance with all applicable laws, regulations, and healthcare standards.

Term of Agreement

• The Agreement is for an initial two-year term.
• It automatically renews for consecutive two-year periods unless either party provides written notice of non-renewal three months before the end of the current term.

Payment Terms & Kit Fees

• DR shall pay MITS for each kit used in accordance with Exhibit B of the Service Agreement.
• The kit fee will never exceed 60% of the cap of $499, ensuring fairness and market value.
• MITS charges up to $299 per kit, depending on the products and services provided.
• Typical kit fees range between $179 and $249.

$99 RGC Minimum Payment - Minimum RGC Payment

The Parties acknowledge and agree that the $99 fee per Brain Mapping and Brain Training kit, defined as a Revenue Generating Cost (RGC) in Exhibit B, covers the direct costs of goods, services, equipment, software, and support provided by MITS. This $99 fee is always due and payable by DR to MITS, regardless of whether DR is reimbursed by patients, insurers, or other third parties. The payment of this $99 RGC fee is not contingent upon collections or reimbursements received by DR, but instead reflects the direct costs incurred by MITS in providing the Products and Services.

Kit Cost Calculation

• MITS will add up all the kits from the monthly report provided by DR’s biller.
• The final kit cost will never exceed 60% of the $499 cap.
• We will charge up to $299 per kit, but no more than 60% of the $499 cap in place.

Reporting & Record-Keeping

• DR shall provide MITS with a monthly report from the biller, including kit charges up to the $499 cap, cash-pay services, sales, insurance collections, and other required information. They will give us a report of all kits collected up to $499.
• DR shall maintain accurate records and grant billers access to verify reports and payments to MITS up to $499.00.

Billing & Balance Billing

• DR is solely responsible for billing decisions, including any patient balance billing, in compliance with applicable regulations.
• MITS does not participate in or advise on insurance billing or medical necessity.

Confidentiality & Non-Disclosure

• DR shall not disclose or use MITS’s confidential information for any purpose other than fulfilling obligations under this Agreement.
• Confidentiality provisions survive for five years after termination.

Indemnification

• DR shall indemnify and hold harmless MITS and its affiliates from any claims, losses, liabilities, and expenses arising from DR’s activities, including billing, coding, and patient care.

Dispute Resolution

• Disputes will be mediated in Tennessee within 30 days of written notice.
• If not resolved, disputes shall be resolved through final and binding arbitration per the AAA Commercial Arbitration Rules in Gibson County, Tennessee.

Governing Law

• This Agreement is governed by and construed in accordance with Tennessee law.
• Venue for disputes shall be in Jackson, Tennessee.

Questions or Requests?

Please contact MITS at:

Brian Ballinger, CEO

319 Vann Drive, Suite E 60, Jackson, Tennessee

Email: Brianballinger10280@gmail.com

Acceptance

By continuing to use MITS’s Products and Services, DR acknowledges and agrees to these Terms and Conditions as part of their signed Service Agreement.