Terms of Use - Legal Notice
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ONLINE PRE-AUTHORIZATION ADMINISTRATIVE SERVICE AGREEMENT

THIS AGREEMENT, (the “Agreement”), effective as of the sign up date shown on the log in information page of the MDInsuranceAuth.Com website, by and between MDIA, with an office at 260 Madison Avenue, 8th Floor, New York New York 10016 (“MDInsuranceAuth.Com”) and the provider (“Client”) as entered in the MDInsuranceAuth.Com’s login information page with the location(s) as indicated on said location page (which locations are incorporated into this Agreement and made a part hereof by reference).

WHEREAS, MDInsuranceAuth.Com is engaged in the business of providing web portal access in connection with this Agreement; and

WHEREAS, Client intends to utilize the pre-authorization services of MDInsuranceAuth.Com for Client’s diagnostic location(s) (all as expressly listed in the location page of clients online account) as part of its practice pursuant to the terms and subject to the conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto mutually agree as follows:

  1. COMMENCEMENT DATE This agreement shall be effective and shall commence on April 1, 2010 (the “Commencement Date”).
  2. TERM This Agreement shall continue for a one (1) year term (“Term”) from the Commencement Date unless earlier terminated pursuant to the terms herein.
  3. RENEWAL TERM(S). This Agreement shall automatically renew for additional successive one (1) year Term(s) (each a “Renewal Term”) unless prior written notice of non-renewal is given by the non-renewing party to the other party hereto at least ninety (90) days before the next anniversary of the Commencement Date.
  4. SERVICES. MDInsuranceAuth.Com will provide during the Term or any Renewal Term of this Agreement purely administrative insurance pre-authorization services in connection with the processing and submission of insurance pre-authorizations for certain medical, radiology and/or imaging procedures whenever a Client’s patient’s insurer requires such a pre-authorization via its web portal access to Client. MDInsuranceAuth.Com shall also fax to Client the authorizations and related information of such patients referred by Client for certain medical, radiology and/or imaging procedures. MDInsuranceAuth.Com will bill Client charges (a) in a manner consistent with applicable federal, state and local laws and regulations and (b) within the policies and procedures of third party payers that are made known to MDInsuranceAuth.Com by Client and/or third parties. MDInsuranceAuth.Com will not have any contact with any patients whatsoever. It is understood and agreed that all pertinent patient information (including, but not limited to, the patient’s name and vital information; the name of the ordering physician; imaging provider information; the medical and/or imaging exam(s) being provided, including modality and what body part is involved; the patient diagnosis, including clinical symptoms; and what treatment has already occurred and the results) must be provided in advance to MDInsuranceAuth.Com via its web portal or otherwise in connection with such pre-authorization requests and that it is not the responsibility of MDInsuranceAuth.Com to obtain the same. It is also understood and agreed that MDInsuranceAuth.Com administrative services under and/or in connection with this Agreement do not involve coding, billing, and/or claims processing and/or review services. Moreover, it is understood and agreed that the preauthorization services hereunder shall not include any marketing services and/or management services other than the preauthorization administrative services described in this Agreement.
  5. FAIR MARKET VALUE. All fees under this Agreement have been determined by the parties through good faith and arm’s length bargaining to be the fair market value of the services provided by MDInsuranceAuth.Com hereunder, and the fees are calculated in conformance with all applicable law. No amount paid or advanced, and no benefit conferred, under or in anticipation of this Agreement is or is intended to be, or is in any way contingent upon, an inducement or payment for a referral of patients by or to MDInsuranceAuth.Com or any of its affiliates, or an inducement or payment for the purchasing, leasing, ordering or arranging for, or recommending the purchasing, leasing or ordering of, any good, facility, service or item provided by MDInsuranceAuth.Com or any of its affiliates.
  6. PAYMENT TERMS. The Client shall hereafter receive a monthly billing statement from MDInsuranceAuth.Com on the first (1st) day of each and every month during the Term or any Renewal Term of this Agreement, for the services provided by MDInsuranceAuth.Com for the immediate prior month’s pre-authorization services rendered. The first monthly installment billing statement shall be delivered to Client after the initial free trial period has expired. Client shall pay MDInsuranceAuth.Com (by auto-pay only by either e-check and/or credit card) the total amounts stated in such monthly billing statements all within a maximum of thirty (30) days of Client’s receipt of such statement(s). Authorization for Electronic Debit: MDInsuranceAuth.Com will process checks electronically, at first presentment and any re-presentments, by transmitting the amount of the check, routing number, account number and check serial number to Client’s financial institution, unless the check is not processable electronically or a less costly process is available. By submitting a check for payment, Client authorizes MDInsuranceAuth.Com to initiate an electronic debit from Client’s bank or asset account. When MDInsuranceAuth.Com processes Client’s check electronically, Client’s payment may be debited to Client’s bank or asset account as soon as the same day MDInsuranceAuth.Com receives Client’s check and Client will not receive that cancelled check with Client’s bank or asset account statement. If MDInsuranceAuth.Com cannot collect the funds electronically MDInsuranceAuth.Com may issue a draft against Client’s bank or asset account for the amount of the check. Authorization for Electronic Payments: By using Pay By Computer, Pay By Phone or any other electronic payment service of ours, Client will be authorizing MDInsuranceAuth.Com to initiate an electronic debit to the financial account Client specifies in the amount Client requests. Payment is deemed paid (subject to collection of any client e-check, electronic payment and/or credit card payments) as of the date payment is received by MDInsuranceAuth.Com. A payment delinquency of thirty (30) days or more may (within MDInsuranceAuth.Com's sole, absolute and unfettered discretion) result in the suspension without notice of all MDInsuranceAuth.Com’s responsibilities hereunder until such time as all amounts due and payable from Client to MDInsuranceAuth.Com are paid and collected in full. It is expressly understood and agreed that Client, not MDInsuranceAuth.Com, shall be solely responsible and liable for any and all losses and/or damages associated with and/or relating to any such suspension of services hereunder. In addition, MDInsuranceAuth.Com may immediately terminate this Agreement upon the occurrence of a thirty (30) day payment delinquency by Client, notwithstanding anything herein to the contrary.
  7. CONFIDENTIALITY. All proprietary information relating to Client which is revealed or disclosed to MDInsuranceAuth.Com shall be kept in strict confidence by MDInsuranceAuth.Com, its employees and agents, and shall only be disclosed to third parties as may be required by law or legal process upon notice to Client. Each party agrees to comply with HIPAA and all other applicable Federal, State and/or local laws, rules and regulations governing the confidentiality of medical records and other patient identifying information, including provisions concerning AIDS/HIV-related information as well as agree to execute any applicable Business Associates Agreement.
  8. INDEMNITY. Each party (each, an “Indemnitor”) shall indemnify, defend and hold the other party, its officers, directors, employees, agents, and shareholders (each, an “Indemnitee”) harmless against and in respect of any and all claims, settlements, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest and/or penalties, that each Indemnitee may incur or suffer (through no fault and/or misconduct of the Indemnitee whatsoever) which directly arise, result from, or relate to either (a) any breach of or failure by the Indemnitor to perform any of its duties and/or responsibilities described in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by any party under this Agreement, or (b) any action (or failure to act) of the Indemnitor, including, without limitation, noncompliance with any local, Federal and/or State statutes, rules and regulations and all private carrier rules and regulations governing health insurance payments. Each Indemnitee shall promptly notify the Indemnitor of the existence of any claim, demand or other matter to which such Indemnitor’s indemnification obligations would apply, which notice shall include a copy or statement of such claim, demand and/or other matter, and shall give such Indemnitor a reasonable opportunity to defend the same at that Indemnitor’s expense and with counsel mutually satisfactory to the parties; provided that an Indemnitee shall at all times also have the right to fully participate in the defense at its expense. If an Indemnitor fails to initiate such a defense within fifteen (15) days after such notice, the Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf, for the account, and the risk of the Indemnitor. In connection with any claim as aforesaid and any other judicial or administrative proceeding, the parties hereto shall cooperate fully with each other and make available all pertinent information necessary or advisable for the defense, compromise or settlement of such claim, demand or other matter
  9. TERMINATION. This Agreement can be terminated by either party without cause upon ninety (90) days prior written notice to the other party. Upon a material breach of this Agreement by either party that is not cured within thirty (30) days after written notice of said breach by the non-breaching party to the party in breach, this Agreement shall, in such event, be deemed terminated. Notwithstanding the foregoing upon a material breach by Client that remains uncured after the aforementioned thirty (30) day period immediately following receipt of such written notice detailing such breach, any and all monthly installment(s) of fees then due and owing by Client to MDInsuranceAuth.Com up to the date of termination shall remain due and owing, shall be immediately due and payable by Client to MDInsuranceAuth.Com and shall survive any such termination of this Agreement.
  10. NON-EMPLOYMENT. The parties hereby mutually agree that neither they nor any representative of theirs shall knowingly make any offer of employment to an existing or former employee, consultant, contractor and/or other representative of the other party without the prior written consent of the other party (whether solicited and/or unsolicited) during the Term of this Agreement and for a period of two (2) years following the termination of this Agreement.
  11. ENTIRE AGREEMENT. This Agreement sets forth all of the representations, obligations, responsibilities and understandings of the parties. No prior Agreements or representations, either written or oral, shall be binding upon either party unless included in this Agreement. No modification or change hereto shall be valid or binding unless in writing and executed by the parties to this Agreement. Notwithstanding anything to the contrary set forth in the Agreement, each and every party hereto hereby jointly and severally warrant(s), covenant(s), represent(s) and state(s) that the no party has made any representations, warranties, statements, and/or guarantees of any kind and/or nature whatsoever relating to and/or in connection with any past, present and/or future daily, weekly, monthly and/or annual gross income, net income, gross profits, net profits, gross receipts, net receipts, expenses, referrals of patients, etc. of any party hereto and none of the same have been relied upon in any manner whatsoever by any party hereto. MDInsuranceAuth.Com has not made, nor is making, any assurances and/or guarantees of any kind and/or nature whatsoever to the patient, Client and/or any other person and/or entity with respect to obtaining a preauthorization from any insurer/payor and none of the same have been relied upon. This Agreement contains all the terms, provisions covenants and/or promises entered into by and between the party hereto concerning this Agreement and merges and supersedes any prior terms, agreements, provisions, covenants, and conditions, if any, not expressly set forth in this Agreement. Any and all prior understandings, agreements, representations and/or warranties, oral or written, if any, between any of the parties hereto concerning this Agreement are merged in, and superseded by, this Agreement and completely expresses the full agreement between the any of the parties hereto and has been entered into only after full investigation, no party relying upon any statement made by anyone that is not expressly set forth in this Agreement. MDInsuranceAuth.Com has not made any representations, warranties, statements, and/or guarantees of any kind and/or nature with respect to the success of obtaining a pre-authorization from any insurer and none of the same have been relied upon in any manner whatsoever by any party hereto. By clicking on the check box on MDInsuranceAuth.Com’s login Information page of said MDInsuranceAuth.Com website, the Client hereby authorizes, consents, and agrees to permitting www.mdinsuranceauth.com to use the Client’s name on said MDInsuranceAuth.Com website without any renumeration and/or compensation of any kind and/or nature whatsoever.
  12. WAIVER. Any failure by either party to enforce any of the provisions of this Agreement shall not constitute a waiver and shall not preclude either party from requiring strict compliance at any future time. No waiver of any breach of any term or condition of this Agreement shall be deemed to be a waiver of any subsequent breach of any term or condition of a like or different nature.
  13. GOVERNING LAW AND CONSTRUCTION. This Agreement shall be solely governed by, construed and enforced in accordance with the laws of the State of New York without regard to conflict of law principles and the parties in any action arising out of this Agreement will be subject to the jurisdiction and venue of the Federal and/or State courts, as applicable, in the County of Nassau and/or Suffolk, State of New York. The parties agree that the terms and provisions of this Agreement embody their mutual intent and agreement and they are not to be construed more liberally in favor of, or more strictly against, any party hereto.
  14. NOTICES. Except for any monthly statement(s) which may be sent by MDInsuranceAuth.Com to Client via email to client, all other notices, requests, demands and other communications hereunder shall be in writing and personally delivered, or sent via overnight mail, or sent by United States certified mail, return receipt requested, postage prepaid to the following addresses:
    If to MDInsuranceAuth.Com:
    MDIA
    260 Madison Avenue 8th Floor
    New York, NY 10016
    Attn: CEO

    If to Client:
    To the address provided in the locations page of the Client’s online account with MDInsuranceAuth.Com
  15. SURVIVAL. The terms, conditions, obligations and covenants of this Agreement shall survive its execution by the parties hereto and the execution of contracts hereafter entered into between the parties hereto except to the extent that such transactions and contracts may be inconsistent with the Agreement.
  16. SEVERABILITY. The invalidity or unenforceability of any particular provision of this Agreement shall not, to the extent possible, be construed and enforced in all respects as if such invalid or unenforceable provision had not been contained herein.
  17. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be an original, and all of which shall constitute one and the same instrument.
  18. CAPTIONS. The captions used herein are inserted only as a matter of convenience and are not to be used in the interpretation of any provision hereof.
  19. INDEPENDENT CONTRACTORS. In entering into and complying with this Agreement MDInsuranceAuth.Com is at all times performing as an independent contractor. Nothing in this Agreement shall be construed or be deemed to create a relationship of employer and employee, partnership, joint venture and/or any other relationship whatsoever between MDInsuranceAuth.Com and Client other than that of independent parties contracting with each other solely to carry out the provision of this Agreement for the purposes recited herein.
  20. MISCELLANEOUS. Whenever the text hereof requires, the use of singular number shall include the appropriate plural number as the text of the within instrument may require. By clicking on the check box on MDInsuranceAuth.Com’s login Information page of said website, this Agreement shall be deemed a legally binding and legally enforceable original hereof. Also, by clicking on the check box on MDInsuranceAuth.Com’s login Information page of said MDInsuranceAuth.Com website, MDInsuranceAuth.Com may use and/or otherwise display, without any renumeration and/or compensation of any kind and/or nature whatsoever Client’s name and/or likeness on MDInsuranceAuth.Com’s related websites without the Client’s prior written consent in each instance.

    IN WITNESS WHEREOF, the parties have agreed to this Agreement with the intention to be legally bound hereby as of the date indicated on the login information page of the MDInsuranceAuth.Com’s website by the Client clicking on the check box on MDInsuranceAuth.Com’s login Information page of said MDInsuranceAuth.Com website.