Terms of Service

Agreement to Terms

By accessing and using the services of Baxter Cobb Shared Services, LLC ("BCSS"), you agree to be bound by these Terms of Service. If you do not agree to these terms, please do not use our services.

These Terms, together with any executed Service Agreement and Business Associate Agreement, constitute the entire agreement between you and BCSS regarding the subject matter herein.

Services Provided

BCSS provides outsourced administrative services to behavioral health practices, including:

• Medical billing, claims processing, and revenue cycle management
• Reception services, including scheduling and appointment management
• Payroll administration and staff onboarding
• Dedicated administrative assistant services
• Insurance eligibility verification
• Compliance support and audit logging
• Data analysis and operational reporting

BCSS does not provide medical advice, diagnosis, or treatment. We are an administrative services provider, not a healthcare provider.

User Responsibilities

You are responsible for:

• Maintaining the confidentiality of your account credentials
• Providing accurate and complete information
• Complying with all applicable laws and regulations
• Notifying us immediately of any unauthorized use of your account
• Maintaining appropriate Business Associate Agreements where required

Privacy and Confidentiality

We are committed to protecting your privacy and maintaining the confidentiality of protected health information (PHI) in accordance with HIPAA regulations. Please review our Privacy Policy and How We Protect Your Health Information page for detailed information.

Business Associate Agreement Supremacy

In the event of any conflict between these Terms of Service and any executed Business Associate Agreement ("BAA") between you and BCSS, the BAA controls with respect to protected health information. The BAA governs our obligations for safeguarding, using, and disclosing PHI.

Electronic Signatures

By using our electronic consent and signature features, you agree that your electronic signature is legally binding and equivalent to a handwritten signature under the ESIGN Act (15 U.S.C. § 7001). You may request paper copies of any documents you have signed electronically.

Payment Terms

Payment for services is based on the terms outlined in your individual Service Agreement. All payments are processed securely through industry-standard payment processors.

Service Levels

BCSS targets high availability for all services. Planned maintenance windows will be communicated in advance. We maintain disaster recovery and business continuity plans to ensure data availability and integrity. Specific service level commitments are defined in your individual Service Agreement.

Warranty Disclaimers

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Without limiting the foregoing:

• Any data analysis, predictions, or recommendations generated by our systems are for informational purposes only. They are not medical diagnoses, are not cleared or approved by the FDA, and are not substitutes for professional clinical judgment.
• We do not warrant that our services will be uninterrupted, error-free, or completely secure.
• We do not warrant the accuracy of any data processed on behalf of your practice, as we rely on information provided by you and third parties.

Limitation of Liability

BCSS shall not be liable for any indirect, incidental, special, consequential, or punitive damages resulting from your use or inability to use the service. Our total liability is limited to the amount paid for services in the preceding 12 months.

Nothing in these terms limits our liability for: (a) personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) obligations under HIPAA or applicable healthcare privacy laws; or (d) any liability that cannot be limited by applicable law.

Indemnification

Your obligation: You agree to indemnify and hold BCSS harmless from any claims, losses, or damages arising from: (a) your misuse of our services; (b) your violation of these Terms; (c) your violation of applicable laws or regulations; or (d) inaccurate information you provide to us.

Our obligation: BCSS agrees to indemnify and hold you harmless from any claims, losses, or damages arising from: (a) our negligence in providing services; (b) our breach of these Terms; or (c) a breach of protected health information caused by our failure to comply with applicable security requirements.

Dispute Resolution

Any dispute arising from these Terms will be resolved through the following tiered process:

1. Good-faith negotiation (30 days): The parties will first attempt to resolve the dispute through direct negotiation for a period of 30 days after written notice of the dispute.
2. Mediation: If negotiation fails, the parties will submit the dispute to non-binding mediation administered by a mutually agreed-upon mediator.
3. Binding arbitration: If mediation fails, the dispute will be resolved by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will take place in Pinellas County, Florida.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in court to prevent irreparable harm.

Governing Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

Any legal action or proceeding not subject to arbitration shall be brought exclusively in the courts of Pinellas County, Florida, or the United States District Court for the Middle District of Florida. Each party consents to the personal jurisdiction of these courts.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: natural disasters, pandemics or public health emergencies, government actions or orders, cyberattacks or security incidents affecting third-party infrastructure, failures of third-party service providers, power outages, or telecommunications failures. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

Compliance and Regulatory Standards

Our services are designed to support compliance with:

• HIPAA Privacy Rule
• HIPAA Security Rule
• HITECH Act breach notification requirements
• Applicable state privacy and data security laws

Changes to Terms

We will provide at least 30 days' written notice before material changes to these Terms take effect. Notice will be provided via email to the address associated with your account and by posting the updated Terms on this page.

If you do not agree to the revised Terms, you may terminate your Service Agreement without penalty within the 30-day notice period.

Last updated: May 28, 2026

General Provisions

• Severability: If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions continue in full force and effect.
• Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
• Assignment: Neither party may assign these Terms or any rights or obligations hereunder without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all assets.
• Entire Agreement: These Terms, together with any executed Service Agreement and Business Associate Agreement, constitute the entire agreement between you and BCSS regarding the subject matter herein and supersede all prior agreements and understandings.