Terms of Service — UControl Billing Partner Portal

Last updated: May 31, 2026

These Terms of Service (the "Terms") form a binding agreement between you ("Partner," "you") and Practice Revenue Management Inc. ("Practice Revenue Management," "we," "us," or "our"), a New York corporation. They govern your access to and use of the UControl Billing Partner Portal located at https://ucontrolpartner.com (the "Portal"), together with any related services we provide through the Portal.

By creating an account, signing in, or otherwise using the Portal, you agree to be bound by these Terms. If you do not agree, do not use the Portal.

1. Eligibility and account

The Portal is available only to individuals or entities that Practice Revenue Management has formally invited to participate in its referral and partnership program. You must be at least 18 years old and able to enter into a binding contract under applicable law. You are responsible for ensuring that the information you provide to us is accurate and kept current.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us promptly at partners@ucontrolbilling.com of any unauthorized access or suspected security breach.

2. The partnership relationship

The Portal provides a transparent record of the commission you have earned, are earning, or will earn pursuant to a separate partnership, referral, or compensation agreement (the "Partnership Agreement") that you and Practice Revenue Management have entered into outside the Portal. The Portal is a reporting and administrative tool — it does not itself create, modify, or terminate any underlying compensation arrangement.

Commission amounts displayed in the Portal are calculated based on (a) invoice and collection data we receive from our accounting system, (b) the rates and rules we maintain for your specific Partnership Agreement, and (c) the timing and hold rules described below. While we make every reasonable effort to ensure accuracy, the Portal's numbers are provided for transparency and reference. The Partnership Agreement, together with our books and records as maintained in our accounting system, is the controlling source of truth in the event of any discrepancy.

3. Commission calculation and payout

A commission entry is created in the Portal when an invoice associated with a client you have referred is recorded in our accounting system. Each entry passes through statuses (such as "pending," "on hold," "available," and "paid") that reflect the lifecycle of the underlying invoice and our internal payout cadence. You acknowledge and agree that:

(a) commissions on partially paid invoices remain pending until the underlying invoice is fully paid;

(b) commissions on fully paid invoices are placed on a 30-day hold before becoming available for payout, to allow for chargebacks, refunds, adjustments, and corrections;

(c) the timing, method, and schedule of payouts is determined by Practice Revenue Management and may be changed from time to time;

(d) all amounts are denominated in U.S. dollars and stated gross of any taxes or withholdings that may apply.

You are responsible for reporting your commission income to the appropriate tax authorities and paying any taxes due. Practice Revenue Management may, but is not required to, issue tax forms (such as IRS Form 1099) where required by law.

4. Acceptable use

You agree not to:

(a) access or attempt to access any account, data, or system other than your own;

(b) reverse engineer, decompile, scrape, or otherwise attempt to derive the source code or internal architecture of the Portal;

(d) use the Portal to transmit any malicious code, harassment, or content that violates applicable law;

(e) misrepresent your identity or affiliation;

(f) circumvent any access control, rate limit, or security feature.

5. Confidentiality

Commission rates, client lists, partner identities, payout history, and the contents of the Portal are confidential business information of Practice Revenue Management. You agree to keep them confidential and not to disclose them to any third party except as strictly necessary to perform your obligations under your Partnership Agreement, to your professional advisors who are themselves bound by confidentiality, or as required by law. Your obligations of confidentiality survive the termination of these Terms.

6. Intellectual property

The Portal, including its design, code, content, trademarks, and branding, is owned by Practice Revenue Management or its licensors and is protected by applicable intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Portal solely to view information relating to your own partnership with us. No other rights are granted, expressly or by implication.

7. Third-party services

The Portal relies on third-party services for hosting, authentication, email delivery, and accounting integration. By using the Portal you acknowledge that your information will be processed by these services as described in our Privacy Policy.

8. Termination

We may suspend or terminate your access to the Portal at any time, with or without notice, including if we reasonably believe you have violated these Terms or your Partnership Agreement, or if the underlying Partnership Agreement is terminated. On termination, your right to access the Portal ends immediately, but we may retain your data for our records and to fulfill any remaining payout obligations under the Partnership Agreement.

9. Disclaimers

The Portal is provided "as is" and "as available" without warranties of any kind, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and non-infringement. Practice Revenue Management does not warrant that the Portal will be uninterrupted, error-free, or secure.

10. Limitation of liability

To the maximum extent permitted by law, Practice Revenue Management shall not be liable to you for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or goodwill, arising out of or in connection with your use of the Portal, whether in contract, tort, or otherwise.

Our total cumulative liability arising out of or in connection with these Terms shall not exceed the amount of commissions payable to you under your Partnership Agreement in the twelve months preceding the event giving rise to the claim.

11. Indemnification

You agree to defend, indemnify, and hold harmless Practice Revenue Management, its affiliates, and its respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of your breach of these Terms or your misuse of the Portal.

12. Governing law and dispute resolution

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Suffolk County, New York, and you consent to the personal jurisdiction of those courts.

13. Changes to these Terms

We may update these Terms from time to time. The "Last updated" date at the top reflects the most recent change. Material changes will be communicated to you by email or through a prominent notice in the Portal. Your continued use of the Portal after such notice constitutes your acceptance of the updated Terms.

14. Contact

Questions about these Terms may be directed to:

Practice Revenue Management Inc.

37 Grand Blvd

Brentwood, NY 11717

partners@ucontrolbilling.com