Patient Advocate Advisor Basic Services Agreement: Individuals & Families
This Subscription Services Agreement (the “Agreement”) constitutes a legal, binding agreement between Medical Bill & Claim Resolution (MBCR), RMK HOLDINGS INC. (“Company”) and the Client identified in the order form (“Client”) for certain archiving or other Services (as defined in Section 1.1) and states the terms upon which Company provides such Services to Client. The “Effective Date” of the Agreement shall be the date upon which Client first executes the order form for Services (“Order Form”). By executing an Order Form, Client agrees to the terms of this Agreement; provided that, to the extent of any conflicting term, the Order Form shall supersede this Agreement solely with respect to the conflicting term.
1.1 Company Services. Subject to Client’s compliance with this Agreement, Company will provide, and hereby grants Client up to three 15 minute telephone consultations per month which may include review of documents provided by Client. Company may modify the Services and the Service Descriptions from time to time, provided that such modifications do not materially adversely affect the Services.
1.2 Services Activation. Following execution of the Order Form, Company shall initiate activation of the plan.
1.3 Privacy and Data Retention. Company follows confidentiality regulations mandated by the Health Insurance Portability and Accountability Act (HIPAA). Company will never disclose or share Client’s personal information or medical documents with a third party unless express written authorization is on file or subject to a court order. Upon your request or at the conclusion of our relationship with you, we will destroy all information.
1.4 Fulfillment of Services. The obligations of the Company under this Agreement may be provided or fulfilled by any parent, subsidiary, affiliate, successor corporation, agent or subcontractor meeting Company’s requirements to fulfill such Service.
2. Fees & Termination
2.1 Payment. Payment for automatic recurring monthly services shall be made by Client. Monthly subscription can be cancelled at any time. Automatic payment occurs monthly on the same date as the first payment until terminated by Client. Company provides no refunds for fees paid or services unused.
2.2 Payment failures; chargebacks. If charges for which Client is responsible fail at the time payment is due, the Company’s merchant processor may continue to attempt to charge payment method until such time as the payment method can successfully be charged and Client will remain responsible for the payment of any such charges. Client may be responsible for the costs associated with Company’s efforts to collect amounts due to the extent permitted by applicable laws. If Client contacts the credit card or financial services provider to request a chargeback of any subscription fees due to Company, Company reserves the right to automatically terminate Client’s account. If Company’s investigation of the chargeback determines that there was a valid basis for the fees charged to Client, Company reserves the right, upon written notice to Client, to charge Client the reasonable costs associated with responding to Client’s chargeback.
2.3 Subscription price changes. Company reserves the right to make changes to the monthly price, frequency, or date of charge. If the cost of Client’s subscription increases, Client will be provided with written notice prior to the billing period in which the change will become effective and Client must opt into the price increase in order to continue to have access following the end of Client’s current billing period.
3. Client’s Use of the Services.
3.1 Client Account. Client is responsible for (a) ensuring that Client’s sign-up information is complete and accurate. The Service may only be used by Client signing up. Client shall notify Company immediately of any unauthorized use of any password or account or any other known or suspected breach of security. Client shall not permit Company competitors to access the Services for any reason. Client is solely responsible for all activity which occurs within Client’s account.
3.2 Client shall abide by all applicable local, state, national or foreign laws, rules, regulations or treaties in connection with Client’s use of the Services including, without limitation, those related to data privacy, communications, SPAM communications, or the transmission and storage of personal data.
3.3 Client data transmission. Client acknowledges and agrees that (a) it is Client’s sole responsibility to ensure that Client’s data is properly transmitted to Company. Client shall notify Company of any delivery failures. It is the Client’s responsibility to encrypt data sent to Company. Client bears all risks associated with sending data unencrypted (securely) and or through open email.
3.4 Client indemnification. Client shall indemnify, defend and hold harmless Company, its officers, directors, employees, affiliates, agents, and subcontractors from and against all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees), arising from Client’s breach of any of Client’s obligations under this Section 3.
4. Warranty and Disclaimers.
4.1 Proper authority. Company represents that it has the right and authority to enter into this Agreement.
4.2 Compliance with laws. Company warrants that it will comply with the laws and regulations applicable to Company’s business in the performance of the Services.
4.3 Except as set forth in this Agreement, Company makes no representation or warranty of any kind in connection with the Services, including, without limitation, any other information or materials provided, or made available, by Company. Company makes no representations or warranty that a medical bill or insurance issue will be resolved. Company hereby disclaims any and all representations and warranties, whether express or implied, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Company does not represent or warrant that the Services will be available or error free. Company shall not be liable for delays, interruptions, service failures or other problems inherent in the use of the internet, electronic communications or other systems outside the reasonable control of Company. Company makes no representation or warranty that use of the Services guarantees legal compliance under any federal, state or international statute, law, rule, regulation, or directive.
5. Remedies; limitation of liability. Company’s aggregate liability hereunder for all damages arising under or relating to the provision of Services, notwithstanding the form (e.g., contract, tort, or otherwise) in which any action is brought, shall be limited to the total amount of regular monthly fees actually received by Company from Client for the applicable services in the three (3) month period preceding the month in which the incident causing the damages arose.
7. Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except that Company may assign this Agreement without the other’s consent in the case of a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of its assets. Any attempt to assign this Agreement other than as permitted herein will be null and void. Without limiting the foregoing, this Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.
8. Force majeure. No failure or omission by the parties hereto in the performance of any obligation of this Agreement shall be deemed a breach of this Agreement, nor shall it create any liability, provided the party uses reasonable efforts to resume performance hereunder, if the same shall arise from any cause or causes beyond the reasonable control of the parties, including, but not limited to the following, which, for the purpose of this Agreement, shall be regarded as beyond the control of the parties in question: (a) acts of God; (b) acts or omissions of any governmental entity; (c) any rules, regulations or orders issued by any governmental authority or any officer, department, agency or instrumentality thereof; (d) fire, storm, flood, earthquake, accident, war, rebellion, insurrection, riot, strikes and lockouts; or (e) utility or telecommunication failures.
9. Governing law; dispute resolution. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict/choice of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Vermilion County, in the State of Illinois, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. Client further irrevocably waives any right Client may have to trial by jury and judge in any such dispute, action or proceeding. In the unlikely event, Company is unable to resolve a complaint within 30 days of documented dispute to both party’s satisfaction, Client and Company agree to binding arbitration utilizing a neutral arbitrator instead of a judge. A dispute is broadly named as a written dispute, written claim or written controversy between Client and Company from use of Company’s Services.
10. Notices. Any legal notice under this Agreement will be in writing and delivered by certified or registered mail, postage prepaid and return receipt requested. Notices will be deemed to be effective upon seven (7) business days after deposit in the mail. Notices will be sent to Company at the following address: Attention: Legal, PO Box 1 Danville, IL 61834 or such other address as Company may specify.
11. No agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency, or joint venture.
12. Entire agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, negotiations and communications (both written and oral) regarding such subject matter.
13. Marketing; advertising and promotion. Client grants Company the limited right to disclose that Client is a customer of the Company. Company agrees to obtain the prior written approval for any use of Client’s first name, last initial, testimonial and residing state in any print, digital or video marketing materials, press releases, blog posts, case studies or white papers.
14. Severability. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
15. Waiver. Failure of either party to insist on strict performance of any provision herein shall not be deemed a waiver of any rights or remedies that either party shall have and shall not be deemed a waiver of any subsequent default of the terms and conditions thereof.
16. Electronic-manual signatures and communications. The parties agree that signatures, whether manual, digital or encrypted, are Client’s authorized signature and such signature gives rise to a valid, enforceable, and fully effective Agreement.
17. Modifications. Company may make modifications to this Agreement by posting the modifications to the weblink this Agreement is located at. Client agrees to the updated version following posting of the modified terms.