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1625 S. Congress Ave, Ste 313, Delray Beach, Florida 33445

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TERMS AND CONDITIONS

By logging into the ReliaBill portal You and Your Users agree to, and bind themselves by these Terms and Conditions. Additionally, these Terms and Conditions are directly incorporated by referenced in Your Billing and Service Agreement.

1. TERMS AND CONDITIONS.
These terms and conditions (“Terms and Conditions”) are an integral part of the Insurance Claims & Billing Service Agreement (“Agreement”) between ReliaBill Solutions, LLC and its affiliated companies, and You as the Client. All of ReliaBill’s services, programs, software, platforms, interfaces and products (collectively, the “Services”) provided by ReliaBill to Client shall be governed by the terms and conditions herein. Any new features that augment or enhance the current Services, including, without limitation, the release of new service plans, process enhancements, tools, service offerings, programs, benefits, software, products, interfaces, platforms, reporting functions, forecasts, resources or support, shall be subject to these Terms and Conditions. By contracting, purchasing or utilizing any portion of the Services, CLIENT AGREES TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! They affect the legal rights between Client and ReliaBill by, among other things, (1) requiring MANDATORY ARBITRATION OF DISPUTES; and (2) LIMITING ReliaBill’s LIABILITY UNDER THE AGREEMENT; and (3) IMPOSING CERTAIN OBLIGATIONS UPON YOU INCLUDING PROVIDING REPRESENTATIONS AND WARRANTIES TO US.

2. Section Headings and Numbers.
Certain Sections may have been renamed and/or renumbered in this document for convenience only and such renaming and/or renumbering shall not affect the validity, construction or interpretation of the Agreement. References in the Insurance Claims & Billing Service Agreement (“Agreement”) and Any Addendums and term sheets, to any Section names or numbers under these Terms and Conditions shall be deemed to be a reference to the identified or corresponding provisions in this document to accomplish the reasonable intent and objectives of such provisions to the greatest extent possible under applicable law.

 

3. Definitions.
“ReliaBill”, “We,” “Us,” or “Our” as used hereunder refers to ReliaBill Solutions, LLC, a Delaware limited liability company, and any affiliated companies and/or subsidiaries. ReliaBill provides insurance benefits verifications, utilization review as well as claims processing and billing, and additional revenue cycle management services, and revenue cycle management software, portals, training, consulting, and certifications, credentialing, and other services ReliaBill Solutions, LLC performs from time to time, on behalf of laboratories, mental health and substance abuse facilities with private commercial third party payors.

“Client,” “You,” or “Your” as used hereunder refers to the company or other legal entity for which You are accepting this Agreement, owners and Affiliates of that company or entity.

“User” or “Users” refers to individuals who are authorized by You to use the Service and access our systems and technology. Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.

“Parties” refers to both ReliaBill and You collectively.

“PHI” refers to Protected Health Information as defined in the BAA.

“BAA” or “Business Associates Agreement” refers to the legally binding document signed between the Parties to address both sides’ obligations and duties as it relates to protected health information, reporting, and related considerations.

“ReliaBill Portal”, or “Portal” refers to our web-based proprietary and secure user interface system designed to manage document collections, information storage, reporting, Verification of Benefits information sheets, and other additional features as released from time to time.

“Services” means the Services selected by You, as indicated within the Agreement, including on the Agreement or addendums, or by other documentation provided by ReliaBill in connection with the setup and implementation of the Services.  Unless otherwise agreed to in writing, as part of the Implementation Services, Customer will receive limited training in the setup and activation of the Services during our regular business hours of operation.

 

4. About these Terms and Conditions.
4.1. Notice. Notice of a Change of Services will be considered received by Clients and such changes will become binding on Clients, on the date the changes are posted to the terms and conditions, or other websites owned and managed by ReliaBill Solutions (“Change Date”), and no additional notice will be required. If such a change in Service will materially modify the costs and fees of the Agreement, then Client may terminate the Agreement within 30 days of the change date. If Client does not send ReliaBill notification of their desire to terminate the Agreement within 30 days after the Change Date, or continues to use the Services after such time, Customer is deemed to have accepted and consented to the Change of Service. If Customer does not consent to the Change of Service and terminates this Agreement, Customer will be responsible for any sums due hereunder or by the Agreement.

4.2. Changes to the Agreement, Addendums, or Service Offerings. ReliaBill reserves the right to make changes to the terms and conditions of these Terms and Conditions and/or the Services (“Change of Service”) from time to time. In the event of a Change of Service, ReliaBill will post to the website.

 

5. Mandatory Arbitration
5.1. Arbitration Procedures. PLEASE READ THIS PROVISION CAREFULLY. EXCEPT AS SET FORTH BELOW, CLIENT AND RELIABILL WILL ARBITRATE ANY DISPUTES OR CLAIMS IN ANY WAY RELATED TO OR ARISING OUT OF THE AGREEMENT AND ADDENDUMS, ANY BREACH OF THE AGREEMENT, OR THE PROVISION OF SERVICES OR PRODUCTS TO CUSTOMER, INCLUDING ANY BILLING DISPUTES (collectively, “CLAIMS”). CLAIMS SHALL BE SUBMITTED TO FINAL, BINDING ARBITRATION BEFORE A SINGLE ARBITOR, ADMINISTERED BY AMERICAN ARBITRATION ASSOCIATION (“AAA”). Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This agreement to arbitrate also requires You to arbitrate claims against other parties relating to Services or Products provided or billed to You if Claims are asserted against ReliaBill in the same proceeding. ARBITRATION WILL BE CONDUCTED UNDER THE AAA’S PUBLISHED COMMERCIAL ARBITRATION RULES. Client and ReliaBill agree to bear their own fees, costs, and expenses, including those for any attorneys, experts, and witnesses. The place of arbitration shall be selected by Plaintiff, but limited to Miami-Dade County, Florida, Broward County, Florida, and Palm Beach County, Florida, U.S.A. Notwithstanding the following, any claims related to copyright, trademark or patient infringement shall be permitted to be brought forth in Federal District Court in the Southern District of Florida.

5.2. Prefiling Notice of Claim Requirement. BEFORE INSTITUTING ARBITRATION OR SUIT, CLIENT WILL PROVIDE RELIABILL WITH AN OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE CLAIM TO RELIABILL AT THE ADDRESS OR EMAIL ADDRESS BELOW. IF RELIABILL IS NOT ABLE TO RESOLVE THE CLAIM WITHIN 30 DAYS OF RECEIPT OF NOTICE, THEN CLIENT OR RELIABILL MAY INITIATE ARBITRATION OR SUIT AS DESCRIBED IN SECTION 5.1. All claim notices should be sent to: ReliaBill Solutions, LLC, Attn: General Counsel, 1625 S. Congress Ave., Ste. 300, Delray Beach, FL, 33445. CLIENT WILL NOT DEMAND ARBITRATION OR FILE SUIT UNLESS CLIENT FOLLOWS THE FOREGOING PROCEDURES IN THIS SECTION 5.1. AND THIS SECTION 5.2. MAY BE PLEADED AS A FULL AND COMPLETE BAR AND DEFENSE TO, AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST, ANY ARBITRATION, ACTION, SUIT, OR OTHER PROCEEDING INSTITUTED IN BREACH OF THIS SECTION.

5.3. Time Limitation. Client agrees that regardless of any statute or law to the contrary, any suit or arbitration arising out of or related to use of the Services or the Agreement must be filed within one (1) year after the earlier of (a) when such claim or cause of action arose or (b) termination of Services to Client or be forever barred.

5.4. Personal Jurisdiction. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 5, Client and ReliaBill agree to submit to the personal and exclusive jurisdiction of the state and federal courts within Palm Beach County, Broward County and Miami Dade County, Florida, and waive any objection as to venue or inconvenient forum in such courts.

5.5. Entire Agreement. The Terms and Conditions of the Agreement, including any terms contained in an applicable Service Order, Addendum, or Service Agreement entered into by the parties (if any) along with the rates posted to the website currently located at http://www.reliabillsolutions.com or otherwise agreed to as part of the Agreement, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. The terms and conditions of the Agreement are in lieu of and replace any and all terms and conditions set forth in any documents issued by Customer, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY CLIENT AT ANY TIME ARE HEREBY OBJECTED TO BY RELIABILL, AND ANY SUCH DOCUMENTS SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE OR SERVICE RENDERED HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON RELIABILL. Except as set forth herewithin, no waiver or amendment to the Agreement or these terms and conditions shall be binding on ReliaBill unless made in writing expressly stating that it is such a waiver or amendment and signed by an officer of ReliaBill.

5.6. Governing Law. The Agreement and the relationship between You and Us shall be governed by the laws of the State of Florida without regard to its conflict of law provisions and any applicable federal and international laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

5.7. No Waiver. The failure of ReliaBill to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

5.8. Severability. The unenforceability of any provision or provisions of the Agreement or these Terms and Conditions shall not render unenforceable or impair its remainder. If any provision is deemed invalid or unenforceable in whole or in part, the Agreement and these Terms and Conditions shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties.

5.9. Assignment; Binding Effect. You shall not assign the Agreement or delegate Your duties hereunder without ReliaBill’s prior written consent. Each party represents and warrants to the other that the persons signing any Service Orders, Addendums, Agreements, or otherwise contracting on their behalf hereunder are their authorized representatives. Subject to the foregoing, the Agreement and these Terms and Conditions, as directly incorporated by reference, shall be binding upon the heirs, representatives, successors, and permitted assigns of Client and ReliaBill. If the management, ownership or principles transfer control or sell, the Agreement shall revert back to list prices.

5.10. Independent Contractor: It is expressly understood and agreed by the parties that nothing contained in the Agreement, these Terms and Conditions, any written communications between the parties, or any other documentation, shall be construed to create a joint venture, partnership, association or other affiliation or like relationship between the parties, or a relationship of landlord and tenant, it being specifically agreed that the relationship of ReliaBill and Client is and shall remain that of independent parties to a contractual relationship as set forth in the Agreement.

5.11. No fraudulent inducement, oral contract: You represent and warrant that you were not fraudulently induced to enter into the agreement, and that any oral agreements between the parties that are not included in the written Agreement are null and void. You did not rely on any representations regarding new or to be released features, future services or anything beyond what is specified in the contract.

6. ReliaBill Products and Services.
You acknowledge and agrees to the following provisions shall govern your access and use of Our products and Services:

6.1. Conditions. During the term of the Agreement, ReliaBill will provide the Services, as set forth in the Agreement, addendums or other signed documents, subject to the Terms and Conditions herein. We hereby grant You and the number of Users that is deemed necessary and reasonable, access to the agreed upon Services for Your own business purposes. You acknowledge and agrees that Our obligations to provide the Services are expressly conditioned upon (i) Your payment of the agreed upon fees as and when due, and (ii) Your adherence to the technical and legal requirements set for in the Agreement, these Terms and Conditions, and/or incorporated documentation, as the same may be updated by Us from time to time.

6.2. Accuracy of Customer’s Contact Information. Customer shall provide accurate, current and complete information on Customer’s legal business name, address(s), email address, licensure, credentials, and phone number, and maintain and promptly update this information if it should change.

6.3. Users, Passwords, Access, and Notification. You shall authorize access to Our Portal and other systems as decided by Us in our sole discretion, and assign unique passwords and user names for your designated Users. User logins are for designated Users and cannot be shared or used by more than one User, but any User login may be permanently reassigned to another User as needed. You will be responsible for the confidentiality and use of User’s passwords and user names. You will also be responsible for all electronic communications, including those containing business information, PHI, account registration, account holder information, financial information, Patient Data, and all other data of any kind contained within emails or otherwise entered electronically through the Portal, transmitted to Us in an electronic manner, or under Your account. We will act as though any electronic communications received under Your passwords, user name, authorized email address, and/or account number will have been sent by You. You shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall promptly notify Us of any unauthorized access or use of the Services and any loss or theft or unauthorized use of any User’s password or name and/or account numbers.

For any Software not accompanied by a License Agreement, ReliaBill Solutions, LLC hereby grants to you, the user, a personal, non-transferable license to use the Software for viewing and otherwise using the Our Service in accordance with this Agreement, and for no other purpose provided that you keep intact all copyright and other proprietary notices. No other license is granted. You shall not modify, alter, decompile, reverse engineer or otherwise change Software, except to the extent as permitted by applicable law without the possibility of contractual waiver. All Software is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the U.S. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to U.S. export restrictions.

6.4. General Restrictions. You are responsible for all activities conducted under Your User’s logins or by Your Users in communicating with ReliaBill in the course of Our providing Services, and for Your Users’ compliance with this Agreement and these Terms and Conditions. Each time Your users log in, they ratify these terms for themselves personally, and on Your behalf. Your use of the Services shall not include service bureau use, outsourcing, renting, reselling, sublicensing, billing for entities not contracted with us, concurrent use of a single User login, or time-sharing of the Service. You shall not and shall not permit any third party to: (a) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services in any manner or form unless expressly permitted in writing; (b) access or use the Services to circumvent or exceed service limitations or requirements; (c) use the Services for the purpose of building a similar or competitive product or service, (d) obtain unauthorized access to the Services (including without limitation permitting access to or use of the Service via another system or tool, the primary effect of which is to enable input of requests or transactions by other than authorized Users); (e) use the Services in a manner that is contrary to applicable law or in violation of any third party rights of privacy or intellectual property rights; (f) publish, post, upload or otherwise transmit customer data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or (g) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark the Services. You shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Services, including without limitation those related to privacy, electronic communications and anti-spam legislation. You are responsible for ensuring that Your use of the Services to store or process credit card data complies with applicable Payment Card Industry Data Security Standards (“PCI DSS”) requirements and shall not store credit card and social security data within the Services except in the designated encrypted fields for such data. You shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Services and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) You represent that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) You shall not permit Users to access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) You shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which its Users are located. You will not send any Electronic Communication from the Service that are unlawful, harassing, libelous, defamatory or threatening. Except as permitted by this Agreement, no part of the Services may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. You agree not to access the Services by any means other than through the interfaces that are provided by Us. You shall not do any “mirroring” or “framing” of any part of the Services, or create Internet links to the Services which include login information, user names, passwords, and/or secure cookies. You will not in any way express or imply that any opinions contained in Your electronic communications are endorsed by Us. You shall ensure that all access and use of the Services by Users is in accordance with the terms and conditions of this Agreement. Any action or breach by any of such User shall be deemed an action or breach by You.

6.5. Third Party Applications. We may offer certain third party applications to be used in conjunction with our Services. Any procurement of such third party applications by You shall be subject to the terms specified in the Agreement. Except as expressly set forth in the Agreement, We do not warrant any such third party applications, regardless of whether or not such third party applications are provided by a third party that is a member of a ReliaBill partner program or otherwise designated by Us as “certified,” “approved” or “recommended.” Any procurement by You of such third party applications or services is solely between You and the applicable third party provider. If You install or enable third party applications for use with Our Services, You agrees that We may enable such third party providers to access Your data as required for the interoperation of such third party applications with the Services, and any exchange of data or other interaction between You and a third party provider is solely between You and such third party provider pursuant to a separate privacy policy or other terms governing Your access to or use of the third party applications. We shall not be responsible for any disclosure, modification or deletion of Your data resulting from any such access by Third Party Applications or third party providers.

6.6. Transmission of Data. You understand that the technical processing and transmission of Your data is fundamentally necessary to use of Our Services. You are responsible for securing DSL, cable or another high-speed Internet connection and up-to-date “browser” software in order to utilize our Services. You expressly consent to Our interception and storage of electronic communications and/or Your data, and You acknowledge and understands that this process involves transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Us. The end recipient of the data is often Third Party Payors, processing clearinghouses, software, and entities contracted with Those Third Party Payors, all of which require transmission of information and data for Us to complete our Services for You. We are not responsible for the third parties who receive the data, and their use of the data. You further acknowledge and understand that electronic communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. We are not responsible for any electronic communication and/or customer data which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks not owned and/or operated by Us, including, but not limited to, the internet and Your local network.

6.7. Support and Help. As part of our Services, We will provide you with Help documentation, in person training and other resources to assist You in the use of Our Services. These benefits are contingent upon the Terms of the Agreement, geographical limitations, and remaining current on payment of invoices for Services provided.

6.8. Security. ReliaBill shall maintain commercially reasonable administrative, physical and technical safeguards designed for the protection, confidentiality and integrity of Your data and PHI. For more information, please see the BAA entered into by the Parties.

6.9. Exclusive Provider: Client hereby grants ReliaBill the sole exclusive right to provide the services agreed to in the Agreement for the term of the Agreement.

6.10. Beta Services. From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers (“Beta Services’’). You may accept or decline any such trial in Your sole discretion. Any Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Beta Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. BETA SERVICES ARE NOT CONSIDERED “SERVICES” HEREUNDER AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available.

6.11. Email and Solicitation. You permit us to email You and your Users at any time and with any frequency regarding advertisements, product updates, industry information, third party partners, vendor information, and legal correspondences. You and your users can opt out/unsubscribe per the un-subscription policies on the bottom of each email.

6.12. Clawbacks, refund requests and audits. You are responsible for any clawback or reimbursement request from insurance carriers. You represent that the services provided have adequately been provided up to necessary industry and medial standards, and that there was medical necessity associated with what you provided, and directed us to bill. If a third party request a refund it is entirely Your responsibility to pay, and ReliaBill shall not be responsible for any of these amounts. Our compensation is for the services provided related to the billing you have directed us to perform. Likewise, legal fees for audits are your sole and exclusive responsibility. Establishing medical necessity for insurance carriers and to meet audit requirements are likewise Your responsibility. The information that you place in the EMR or send to us on paper charts is your representation to us that said services were necessary and performed.

7. Payment Terms and Conditions.
The following payment terms and conditions shall apply to the agreement between the Parties:

7.1. Payment Due Date and Late Fee. ReliaBill shall invoice You on or around the 10th day of each month for services provided during the previous month, and all payments shall be made within 10 days of the invoice date (or as otherwise dictated by the Agreement). All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities with respect to Your purchase and/or use of the Services (other than taxes due on or with respect to the income of ReliaBill). Late payments are subject to the greater of $250 per month per invoice or a compounded Five Percent (5%) late fee applied on the first day of each month an invoice remains unpaid, or the maximum interest rate allowed by law.

7.2. Over payments & Returns. If We correctly bills claims as dictated by the Authorization to Bill Form, and claims are paid to the Provider that are later rejected or disallowed by a third-party payor for any reason beyond the direct control of ReliaBill, such an event shall not be grounds for a refund of payments made to Us, or invoiced as due and owing.

7.3. Administrative Fee. You shall pay ReliaBill $100.00 per month for the license fee for the portal and all general administrative costs, including mailing reports and documents to Provider and third party payors and facilitating patient invoicing. Additional mailing costs incurred in excess of the administrative fee shall be billed to the Provider.

7.5. Adding/Subtracting Features. We offer additional support and training services and features which may not be part of the Agreement. When requesting the addition (upgrade) or removal (downgrade) of Services, Your account will be charged the new rate on Your next billing cycle, if applicable. Downgrading Your Services may cause the loss of content, features, or capacity of Your account. We do not accept any liability for such loss.

7.6. Implementation Services. ReliaBill will use commercially reasonable efforts to perform the Implementation Services covered in the Initial Payment, as dictated by the Agreement.

8. Obligations and Representations of Client
8.1. Authentication. Client will not bill, or request that ReliaBill bill, a third-party coverage plan for any health care product or service submitted to us for billing that does not meet each of the following requirements:

8.2. Order for services: Clients’ services must be ordered by a physician or another duly authorized practitioner licensed to provide the service You instruct Us to bill. Orders must be documented and all documentation must be retained by Client, in accordance with applicable facility/organizational policies, applicable state and federal laws, third party coverage plan requirements, and the prevailing standard of care for retention of patient records.

8.3. Medical Necessity: Client will not request that ReliaBill submit claims for services that do not meet the applicable standards of medical necessity and in compliance with all applicable requirements, and standards must be made by Client based on applicable authority and in compliance with third party coverage plan requirements. Client shall be solely responsible for determining and establishing the medical necessity of all goods and services given by You and presented to ReliaBill to be billed. Any pre-billing scrub done by ReliaBill is not for the purpose of establishing ownership or liability by Us of the validity of the chart, or to represent or warrant that you have substantiated medical necessity in by your charting. ReliaBill does not interact directly with patients, nor do We ever modify or write in a patient’s chart. These pre-billing scrubs are designed to find clear omissions, errors, and to count for the hours of service required to support the code and/or level of care You have selected for us to bill, and the authorization (if any) that was obtained. We do not represent or warrant that the substance of your documentation will be sufficient to warrant payment by a third party payor, or to withstand a chart request or audit. Provider is responsible for codes provided.

8.4. Documentation of services: Services billed for Client must be supported by documentation You maintain in the Patient’s medical record. If Client has developed specific documentation rules or policies for a service or set of services, such rules or policies must be consistent with applicable national and local billing, coding, documentation standards, and the documentation in the patient’s medical record must meet the requirements of the specific rule or policy. You will provide Us with copies of such rules and policies upon request. Client’s documentation will reflect the specific product or service provided in a manner that clearly meets or exceeds the applicable standards required by the charge codes assigned by Client. Client shall ensure that all documentation required to substantiate the services to be billed and the codes designated by Client are in the patient’s medical record prior to submitting the claim to ReliaBill for billing. Client shall provide documentation, upon ReliaBill’s request, that is legible, complete, and accurate. In the event ReliaBill determines that claims have been submitted by Client to ReliaBill for which the documentation appears to be incomplete or inaccurate, ReliaBill may either decline to submit the claims or hold claims until such time as it receives from Client confirmation that the documentation to support billing is complete, the coding is correct, and the documentation meets the applicable standards of the third party coverage plan. Any loss of time and money due to a delay caused by Our holding up the billing of your claims due to assessment of incomplete documentation shall not be grounds for later compensation or damages. You affirm and understand that such a hold up is to remain complaint and in the best interest of all parties. Client affirms that ReliaBill is under no affirmative obligation to check all documentation for every patient submitted for billing, to make its own independent determination.

8.5. Coding: Client will code claims for billing based solely on documentation entered into the medical record. You will supply ReliaBill with all information Required to submit accurate claims, including appropriate and accurate diagnosis and procedural codes. Client must clearly indicate the level of services performed by You in the billing information provided to ReliaBill. This includes indicating the appropriate level of service performed and including the necessary documentation, if charted within an EMR system by which ReliaBill extracts the billing information directly. If ReliaBill questions whether a particular procedure or diagnosis code is appropriate or accurate, We will contact You for further information or verification before ReliaBill submits the claim. This may be in the form of direct communication, or through the FAN (Facility Action Needed) report. ReliaBill will not be providing coding services for Client’s claims and billing. ReliaBill will not be required to audit Provider’s documentation and billing codes. Client shall be responsible for ensuring that its documentation substantiates the billing information it provides to ReliaBill.

8.6 Explanation of Benefits: Client will provide ReliaBill within a timely manner (as defined by the Agreement) with all Explanation of Benefits (“EOB”) received by You from third party payors, copies of the EOBS and all payments received with respect to those statements. This information shall be scanned and uploaded into our Client Portal.

8.7 Prohibited Patient Financial Agreements: You will not request for Us to submit claims for services where You have received, offered, or paid any remuneration directly or indirectly, in cash or in kind, or engaged in any fee-split agreement, in any form whatsoever, to induce the referral of patients or patronage to or from Client or another healthcare provider or healthcare facility. If We learn that You have engaged in such practices, such conduct is grounds for immediate termination under the Agreement, and shall be considered injurious to ReliaBill, its business operations, referral relationships and its reputation. Such conduct may be referred to the appropriate governmental authorities.

8.8. Patient self-referrals: You will not submit claims for services for patients who were referred for clinical laboratory services or any other health care services, by a healthcare provider who has a financial interest in Client. If Provider is engaging in such activity, Provider shall promptly provide to Provider in writing an explanation for its exemption to federal law regarding patient referrals, as well as Provider’s patient disclosure protocol. ReliaBill retains the right to refuse to bill such services even after Provider’s explanation.

8.9 Patient Brokering: to the extent not otherwise covered by 9.7 and 9.8, You represent and warrant that You are not engaging in any illegal, immoral, or unethical practices, including but not limited to patient brokering and violations of Stark Law. You are fully aware of the rules and regulations, how to maintain them, and what is impermissible.

8.10. Drug Testing Frequency: Client agrees that submission to ReliaBill for billing patient drug testing will not be abused and only ordered in accordance with a policy created by an appropriate medical professional, taking into account the wellbeing of the patient, local and federal industry standards and applicable laws. Provider further understands that third party payors have varying yearly reimbursement limitations for different types of drug testing.

8.11 Copays, deductibles, non-covered services: You shall make commercially reasonable efforts to collect patient’s co-payments, co-insurance, deductibles or non-covered services. You understand and affirms that You are responsible for such collections and efforts in accordance with the third party payor’s individual plan requirements and all applicable laws. ReliaBill shall promptly bill each patient for any co-payments, and deductibles not already collected by Provider from Patient, in three consecutive invoices. You shall inform us when payments have been made so that adjustments to the Patient’s invoices can be entered to ensure accuracy. ReliaBill will not engage in any patient collections for Client and shall have no responsibility with respect to patient collections. Likewise, ReliaBill will not engage in any collection agency services on delinquent accounts for Provider.

8.12 Licensure: It is Your obligation to ensure that you have the correct, necessary and up-to-date licensure to operate and perform the service for which you direct Us to Bill for. This includes, but is not limited to, state licenses, a CLIA waiver, laboratory licenses, sufficiently credentialed staff signing off on medical records and seeing patients within the necessary time frame.

8.13. Accurate charting: You represent and warrant to ReliaBill that everything entered into a patient’s medical record is accurate, timely and truthful, and that You nor your staff are illegally or impermissibly signing off on notes and charts. Furthermore, only those authorized to sign off on medical records and orders are doing so.

9. Confidentiality and Non-Disclosure.
9.1. Your Information: We agree and covenant to keep all information concerning You and Your patients, including personal and financial information and PHI, strictly confidential; We agree that We will not disclose any such information to any person or third party, except as authorized or may be reasonably necessary to perform our Services, including but not limited to filing and processing claims electronically or by mail and/or patient billing. We may, however, aggregate de-identified data for data analysis, reporting, scientific trials, best practice evaluation, or other uses as allowed by law.

9.2. Our Information: Client agrees and covenant to keep all information concerning ReliaBill, our Services, Agreement, Addendums, pricing, reporting, and Our Claims Processing and Billing methods strictly confidential, and agree that You will not disclose such information to any person or third party, all of which constitute proprietary trade secrets of ReliaBill. You further agree that you will not use such information for your own benefit or for that of any other person or third party, and that You shall not compete with ReliaBill in any manner, directly or indirectly, in the business of Claims Processing and/or Billing Services as presently or hereafter carried on by ReliaBill, with the exception of providing Services in house for Yourself. During the term of the Agreement and after termination, the Parties agree they will not voluntarily publish, publicly disclose, or disclose in any manner which may reasonably lead to publication of, terms or provisions of the Agreement, including specifically those relating to compensation, or any other confidential information or trade secret.

9.3. Maintenance of Records: It is Your obligation and requirement to retain all necessary documentation needed to comply with applicable laws (e.g. length of retention) and third party payor requirements, rules and regulations. ReliaBill will uphold its responsibilities as required by the BAA entered into by the Parties. Any ReliaBill records pertaining to Your accounts assigned to ReliaBill for billing and collection shall be the property of ReliaBill.

9.4. Call Recording: Our systems are monitored and recorded for quality assurance purposes. As such, this is official notice that any and all calls with ReliaBill staff may be monitored and recorded.

10. PHI and Related Considerations
The Parties agree to comply with all provisions of HEALTH INSURANCE PORTABILITY and ACCOUNTABILITY ACT of 1996 (“HIPAA”), as amended, as well as all pertinent regulations issued by the Department of Health and Human Services (“HHS”) or other applicable laws, rules and regulations. The Parties further agree to comply with all provisions of the BAA entered into by and between the parties.

10.1 Medicare Covenant.
The Parties hereby agree to comply in all respects with Medicare and Medicaid laws and regulations, including, without limitation, the anti-kickback and fraud and abuse provisions thereof, and no direct or indirect payments shall be made by one Party to the other to induce, or in consideration of the referral by the other Party of a Medicare or Medicaid patient. Further, it is specifically understood that the responsibilities of the Parties pursuant to the Agreement and any other agreements contemplated herein do not include any obligation to refer patients between them or any persons or entities affiliated therewith. This paragraph shall survive the expiration or termination of the Agreement.

10.2. Commercial Billing Only
ReliaBill does not offer billing and/or collection services for Medicare, Medicaid, CalCare, TriCare or other government insurance policies. Regardless, the Parties agree to comply in all respects with Medicare and Medicaid laws and regulations as industry best practices, including, without limitation, the anti-kickback, fraud and abuse provisions thereof.

10.3. Survival after termination.
The foregoing provisions regarding HIPAA and PHI shall survive the termination of the Agreement. Furthermore, the foregoing provisions constitute independent covenants and shall not be discharged by any breach or default of the party seeking their enforcement.

11. Waiver and notice of limitations.
11.1. Reporting: From time to time, we will provide reporting, forecasting, and reimbursement assessments Services. This includes but is not limited to the payout assessment on a Verification of Benefit form and monthly Executive Summary reporting. You understand and agree that the forecasting numbers reflected are merely estimations/educated guesses of what may occur, and not promise or guarantee of any specific reimbursement. Forecasting into the future is predicated on past performance and past reimbursements, which is not a foolproof method. Insurance reimbursements for out of network facilities are based on numerous hidden factors outside of Our control. As such, you will not hold Us accountable or liable in any way for inaccurate forecast.

11.2. Verification of Benefits: It is agreed that where ReliaBill provides a quote of availability/eligibility and benefits, it does not constitute a guaranty or warranty of payment by a third party payor, or full accordance with the written terms of the policy. Payment of benefits are subject to eligibility, medical necessity, and the terms and conditions, limitations, and exclusions of the patient’s policy at the time services are rendered. It is agreed that ReliaBill is not liable or responsible for the benefits quoted or reported by the third party payor and it is understood by You that each third party payor provides its own disclaimers against the accuracy of information provided. It is a live representative providing information to Us, and their accuracy cannot be controlled by ReliaBill. You agree that We shall not be held liable for any financial losses or lack of expected reimbursement due to missing information, lapsed policy, or an inaccurate Verification of Benefit form.

11.3. Reliance on reporting: Any reporting of financial data by Us shall be audited and verified by you first, if it is to be relied upon by a third party or the public.

11.4. Authorization of Benefits: Authorization of benefits are predicated on a number of different factors outside of Our control, including but not limited to a patient’s prior history, current medical condition, accuracy of charting to acuity within the medical record, and the third party payor’s present relationship with Client (such conducting an audit). ReliaBill does not represent or warrant that We will be able to get a certain level of care for any particular patient, or a specific duration of time. It is ultimately at the discretion of the third party payor or their contracted service provider. You understand that during a Utilization Review, ReliaBill can and will only provide information that is contained within Your patient’s medical record. We will not make up any information or enter any information of Our own into Your patient Charts.

12. Property Rights
12.1. Copyright and Ownership. All content included in or made available through any ReliaBill product or service, such as input screens and forms, charts, text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is Our property, or Our content suppliers and is protected by United States and international copyright laws. The compilation of all content included in or made available through any ReliaBill Product or Service is Our exclusive property, and is protected by U.S. and international copyright laws. All content posted and uploaded by you to our Portal and Products must comply with U.S. copyright law.

The Service is the intellectual property of and is owned by ReliaBill Solutions, LLC. The structure, organization, flows, processes, and source code of the Service (collectively, “Intellectual Property”) are the valuable trade secrets and confidential information of ReliaBill Solutions, LLC. The Service is protected by law, including but not limited to the copyright laws of the United States and the Florida Uniform Trade Secrets Act, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant User any intellectual property rights in the Service. All rights not expressly granted are reserved by ReliaBill Solutions, LLC.

In accordance with applicable law, We reserve the right to retain, aggregate, and use de-identified data uploaded to its system, including but not limited to creating and publishing analytics and outcomes data, and other uses as identified. By use of the system, Client expressly authorizes such use, unless otherwise agreed to in writing.

12.2. Reservation of Rights to the Service. Subject to the limited rights expressly granted hereunder, We reserve all rights, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

12.3. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Service any suggestions, enhancement requests, recommendations, or other feedback provided by You, including Users, relating to the operation of the Services.

12.4. Ancillary Documentation. In the event that any Ancillary Documentation, including but not limited to, instructions, manuals, reference documents, You will not disclose or use any Ancillary Documentation except to the extent that You are required to disclose or use such Ancillary Documentation in use of the Service for Your own site-level administration; and You will use Your best efforts to safeguard the Ancillary Documentation and protect it against disclosure, misuse, espionage, loss, misappropriation, and theft.

You will not use or disclose Ancillary Documentation to any person or entity who is not specifically authorized in writing by Us to receive it. To the extent that Ancillary Documentation includes Intellectual Property owned by Us, You will not use or disclose such Ancillary Documentation as long as it remains Our Confidential Information. To the extent that Ancillary Documentation includes Intellectual Property owned by third parties, You will not use or disclose such Ancillary Documentation in contravention of any agreement between Us and the third party.

12.5. Look and Feel. The look and feel of the Service, including the process and flows, are copyright ©2016 ReliaBill Solutions, LLC. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from Us. Portions may be Patent Pending.