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Terms and Conditions
Welcome to Prime Well Med Solutions. By accessing or using our website, you agree to be bound by these Terms.
1. Agreement to these terms
1.1 Who we are
This website, primewellmedsolutions.com (the “Site”), is owned and operated by Prime Well Med Solutions LLC (“Prime Well,” “we,” “our,” or “us”), a limited liability company with its principal place of business in Pennsylvania, United States.
1.2 Acceptance
These Terms and Conditions (“Terms”) are a binding agreement between you and Prime Well. By visiting or using the Site, submitting a form, or communicating with us, you agree to these Terms and to our Privacy Policy, which is incorporated here by reference. If you do not agree, do not use the Site.
1.3 Authority
If you use the Site for a practice, group, or company, you confirm that you are authorized to accept these Terms for that organization, and “you” means both you and that organization.
1.4 Order of precedence
If you buy services from us, a signed service agreement or order form (“Service Agreement”) and a Business Associate Agreement (“BAA”) also apply. Where documents conflict, they apply in this order:
- The BAA, for anything involving Protected Health Information (PHI)
- The Service Agreement or order form
- Any service-specific terms for a particular tool or program
- These Terms
1.5 Changes to these Terms
We may change these Terms at any time by posting an updated version with a new “Last updated” date. You are responsible for reviewing them. Continued use of the Site after a change means you accept it.
2. Who may use the site
The Site is intended for healthcare professionals, practice administrators, and other adults acting in a business capacity. It is not intended for children. If you are between 13 and 18, you may use the Site only with the consent of a parent or legal guardian who accepts these Terms on your behalf. We do not knowingly allow anyone under 13 to use the Site.
3. Our services
Prime Well provides the following to healthcare practices and clinicians:
- MIPS reporting – collecting, validating, and submitting data across MIPS performance categories as a qualified registry may do
- MIPS Value Pathways (MVP) reporting
- Revenue Cycle Management (RCM)
- HIPAA Security Risk Assessment – to support a practice’s own security risk analysis obligation
Scope, deliverables, timelines, and fees are set in your Service Agreement. Our work is administrative and compliance support. It is not medical care, legal advice, accounting advice, or tax advice, and it does not replace your own compliance program.
4. CMS qualified registry status
4.1 What it means
Prime Well is a CMS-approved MIPS Qualified Registry. A qualified registry collects clinical data from MIPS-eligible clinicians, groups, virtual groups, subgroups, and APM entities, and submits that data to CMS on their behalf.
4.2 What it does not mean
Approval is granted for a specific performance year and for the measures, activities, and categories shown on the CMS qualified registry posting for that year. CMS approval is not an endorsement of Prime Well or of any of our services.
4.3 Program changes
CMS can change program rules, measures, benchmarks, scoring, deadlines, and registry requirements each year, including through rulemaking that may phase out or replace traditional MIPS. We may change our services to match. You can check our current status and supported measures on the CMS Quality Payment Program website at qpp.cms.gov.
5. HIPAA and the BAA
Prime Well is HIPAA compliant and acts as a business associate of its healthcare clients. We sign a BAA with each client before receiving any PHI. We use and disclose PHI only as HIPAA and the BAA allow, and we bind every subcontractor that may touch PHI to the same obligations in writing.
Client data is stored on servers located in the United States, as CMS requires of qualified registries.
6. Client responsibilities
If you engage us, you agree to:
- Give us complete, accurate, and timely data, and keep the source records in your own systems
- Confirm each clinician’s MIPS eligibility, reporting option, special status, and TIN/NPI combinations
- Choose measures and activities that genuinely apply to your practice and that you can document
- Review and approve data and results before we submit anything to CMS. You remain responsible for the accuracy of what is submitted for your practice.
- Keep the documentation that supports your submission, for the period CMS requires, in case of audit
- Give us access only through the secure methods we approve
- Keep credentials confidential and tell us immediately of any suspected misuse
- Meet the deadlines in your Service Agreement. CMS submission deadlines are fixed and we cannot extend them
- Comply with all laws that apply to you, including HIPAA and Medicare program rules
- Respond to our requests for clarification within a reasonable time
We are not responsible for a missed submission, a lower score, or a payment adjustment caused by late, incomplete, or inaccurate data from you, or by your failure to approve a submission in time.
7. No guarantees of results
MIPS final scores, payment adjustments, category weights, and reweighting decisions are determined by CMS, not by us. Claim payment decisions are made by payers. We do not guarantee any score, bonus, avoided penalty, audit outcome, collection rate, or revenue figure. Any statistic, testimonial, or case study on the Site reflects one client’s circumstances and is not a promise of similar results.
8. Not medical advice; emergencies
Nothing on the Site is medical diagnosis, treatment, or clinical advice, and nothing on it is a recommendation or endorsement of any clinician, drug, device, or procedure. Reliance on Site content is at your own risk. The Site is not for emergencies. If you have a medical emergency, call 911 or your local emergency number immediately.
9. Freedom of choice
Your use of the Site and our services is voluntary. You understand that other registries, vendors, and reporting methods are available to you, and that you may report to CMS directly or through another approved third-party intermediary.
10. Fees and payment
- Fees are set in your Service Agreement or order form.
- Invoices are due by the date shown on the invoice. Late balances may carry interest or a late fee, as allowed by law and stated in your Service Agreement.
- Fees exclude taxes. You are responsible for any applicable sales or use tax, other than taxes on our income.
- Fees are non-refundable once the related work has been performed, unless your Service Agreement or applicable law says otherwise.
- We may suspend services on unpaid invoices after written notice. Suspension near a CMS deadline may affect your ability to submit.
- You are responsible for any collection costs and reasonable legal fees on amounts properly owed.
11. Accounts and access
Some features require an account. You agree to give accurate registration details, keep them current, keep your password secret, and not share or use another person’s credentials. Tell us immediately at admin@primewellmedsolutions.com if you suspect unauthorized access. You may be responsible for losses caused by your failure to protect your credentials.
12. Prohibited conduct
When using the Site, you agree not to:
- Break any local, state, federal, or international law
- Infringe the intellectual property, trade secret, privacy, or publicity rights of Prime Well or anyone else
- Post or send content that is unlawful, defamatory, threatening, harassing, abusive, obscene, or hateful
- Do anything that would harm a minor
- Upload or transmit viruses, trojans, worms, or other harmful code
- Attack, overload, or disrupt the Site or its infrastructure, including through denial-of-service attacks, flood pings, IP spoofing, or forged headers
- Scrape, crawl, data-mine, or otherwise use automated tools to copy or monitor the Site or its content without our written consent
- Reverse engineer, decompile, or try to derive source code from any part of the Site or our tools
- Probe, scan, or test the security of the Site, or breach any security or authentication measure, without our prior written permission
- Impersonate any person or entity, or misrepresent your affiliation
- Collect or harvest information about other users or visitors without their consent
- Use the Site to advertise or solicit business, or to send unsolicited messages
- Submit false, misleading, or fraudulent information, including false eligibility or measure data
- Help anyone else do any of the above
We may suspend or block access, and report conduct to the authorities, if we believe these rules have been broken.
13. Text messaging terms
We use RingCentral as our business messaging provider. By giving us your mobile number and opting in, you agree to this section.
13.1 Consent
You consent to receive text messages from Prime Well at the number you provide. Messages may be sent using an automatic telephone dialing system. Consent is not a condition of purchasing any product or service. You confirm that you are the subscriber or customary user of the number and that you are authorized to receive messages on it.
13.2 Program description
Message types include appointment and demo confirmations and reminders, MIPS and MVP deadline alerts, account and onboarding updates, support replies, security codes and two-factor authentication, and service announcements you opted in to.
13.3 Frequency and cost
Message frequency varies. Message and data rates may apply and are set by your carrier. Prime Well charges no separate fee for text messages.
13.4 Opting out and getting help
Reply STOP at any time to stop messages. You will receive one confirmation and then no further messages from that program. Reply HELP for assistance, or email info@primewellmedsolutions.com. Opting out of text messages may limit certain reminders and alerts.
13.5 Privacy of your mobile information
13.6 Delivery and accuracy
Carriers are not liable for delayed or undelivered messages. Supported carriers may change without notice. You must give us a correct mobile number and tell us if it changes. We are not responsible for messages sent to an outdated or incorrect number, or for any delay, error, or non-delivery.
13.7 No PHI by standard text
We do not send PHI by standard SMS. Do not send PHI to us by text message.
13.8 If you use our services to send messages
If any Prime Well service lets you send messages to your own patients or contacts, you must do so in line with all applicable federal and state law, including the TCPA and HIPAA, and with carrier rules. You are solely responsible for the content of those messages and for holding the required consents. You may not use our services to send marketing, sales, or promotional messages unless your Service Agreement expressly permits it.
14. Email and phone contact
By giving us your business email or phone number, you agree we may contact you about our services. Our marketing emails include an unsubscribe link and our mailing address, as the CAN-SPAM Act requires. We follow the TCPA and Do-Not-Call rules for calls. You can opt out of marketing at any time using the unsubscribe link or by emailing info@primewellmedsolutions.com. Opting out of marketing does not stop service messages about an active engagement.
Pennsylvania requires the consent of all parties to record a call. Where we record calls for quality or training, we tell you at the start of the call.
15. Your data and ownership
Data you submit or that passes through the Site about you, your practice, or your patients remains your property, or the property of the patient and provider as the law provides. You confirm that the information you give us is current, complete, and accurate, and that you have the right to give it to us.
You grant us a limited, non-exclusive license to use that data only to deliver the services, to meet our legal and CMS obligations, and as the BAA permits. We may also use de-identified and aggregated data for benchmarking, research, reporting, and service improvement. Where the data was PHI, de-identification is performed to the HIPAA standard, and the result cannot reasonably identify any patient, clinician, or practice.
16. Our intellectual property
The Site and its content — text, design, layout, graphics, images, video, audio, data compilations, software, report templates, dashboards, scoring models, and methods — are owned or licensed by Prime Well and protected by copyright, trademark, and other laws. The Prime Well name and logo are our trademarks and may not be used without our written permission. Third-party names and logos, including EHR vendors, belong to their owners and their appearance does not imply a partnership or endorsement.
We grant you a limited, revocable, non-exclusive, non-transferable right to view the Site and to use our deliverables for your own internal business purposes. You may not copy, resell, sublicense, publish, or create derivative works from them without our written consent. All rights not expressly granted are reserved.
17. Feedback
If you send us ideas, suggestions, or feedback about our services, you grant us a perpetual, worldwide, royalty-free right to use them without restriction, attribution, or payment. Do not send us anything you consider confidential or want to be paid for.
18. Third-party links
The Site may link to websites we do not control. We are not responsible for their content, accuracy, security, products, or practices, and a link is not an endorsement. We are not liable for any loss arising from your use of a linked site. Review their terms and privacy policies before using them.
19. Copyright complaints
If you believe content on the Site infringes your copyright, send a notice under the Digital Millennium Copyright Act to admin@primewellmedsolutions.com with: your signature, identification of the work, the location of the material on our Site, your contact details, a statement of good-faith belief that the use is unauthorized, and a statement under penalty of perjury that the information is accurate and that you are authorized to act. We will remove or disable access to material where appropriate and may terminate repeat infringers.
20. Termination
We may suspend or end your access to all or part of the Site at any time, with or without cause and with or without notice. A Service Agreement ends as that agreement provides. On termination of services, we return or securely destroy PHI as the BAA requires, except where law requires us to keep a record, which we will continue to protect.
21. Disclaimer of warranties
The site, its content, and any free materials are provided on an “as is” and “as available” basis, without warranty of any kind. To the fullest extent permitted by law, Prime Well disclaims all warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, accuracy, title, and non-infringement. We do not warrant that the site will be uninterrupted, timely, secure, or error free, or that defects will be corrected.
This section does not limit the service levels or warranties, if any, stated in your Service Agreement.
22. Limitation of liability
To the fullest extent permitted by law, Prime Well and its members, managers, officers, employees, agents, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or related to the site or the services, under any theory of liability, even if advised of the possibility of such damages.
Our total aggregate liability for all claims relating to the site or the services will not exceed the fees you actually paid to Prime Well for the services giving rise to the claim during the twelve (12) months immediately before the event that caused the claim.
Nothing here limits liability that cannot be limited by law, including liability for fraud, willful misconduct, or gross negligence. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you.
23. Indemnification
You agree to defend, indemnify, and hold harmless Prime Well and its members, managers, officers, employees, and agents from any third-party claims, liabilities, damages, penalties, and reasonable legal and accounting fees arising from: (a) data, instructions, or approvals you gave us that were inaccurate, incomplete, or unlawful; (b) your breach of these Terms, your Service Agreement, or the BAA; (c) your violation of any law, including HIPAA, the TCPA, or Medicare program rules; or (d) your misuse of the Site. We will notify you promptly of any such claim and cooperate reasonably in the defense.
24. Governing law and disputes
These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law rules. The state and federal courts located in Bucks County, Pennsylvania have exclusive jurisdiction over any dispute, and you consent to their jurisdiction and venue.
Before filing any claim, each party agrees to try in good faith to resolve the dispute for 30 days after written notice. If your Service Agreement contains different dispute terms, such as arbitration, those terms control for disputes under that agreement.
25. Survival
These sections survive termination of these Terms for any reason: 12 (Prohibited conduct), 15 (Your data and ownership), 16 (Our intellectual property), 17 (Feedback), 21 (Disclaimer of warranties), 22 (Limitation of liability), 23 (Indemnification), 24 (Governing law and disputes), this section 25, and 26 (General terms), along with any payment obligations accrued before termination.
26. General terms
- Entire agreement. These Terms and the Privacy Policy, together with any Service Agreement, order form, service-specific terms, and BAA, are the entire agreement between us on this subject and replace any earlier understanding.
- No counter-offers. We do not accept counter-offers or modifications to these Terms, and we reject any additional or different terms you propose, unless we agree in a signed writing.
- Severability. If a provision is held invalid, it will be limited or removed to the smallest extent necessary, and the rest stays in full force.
- No waiver. A failure or delay in enforcing a provision is not a waiver of it.
- Assignment. You may not assign these Terms without our written consent. We may assign them in a merger, acquisition, or sale of assets.
- Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, utility or internet outages, cyberattacks, labor disputes, government action, changes in CMS rules, and CMS system downtime.
- Notices. We may give notice by email to the address on your account or by posting on the Site. Notices to us go to admin@primewellmedsolutions.com and to the mailing address in section 27.
- No third-party beneficiaries. These Terms give no rights or remedies to anyone who is not a party to them.
- Relationship. Nothing here creates a partnership, joint venture, employment, or agency relationship between us.
- Headings. Headings are for convenience only and do not affect interpretation.
Contact us
Email: info@primewellmedsolutions.com
Phone: 267-319-7722
Address: 3070 Bristol Pike,1–124 B Bensalem PA 19020
