THIS PROVIDER PARTICIPATION AGREEMENT(this "Agreement") by and between SaveyourHealthcare.com, an Ohio limited liability company ("Company"), and Provider("Provider") (each a "Party" and together, the "Parties") is entered into and effective on the date Provider accepts this Agreement by clicking on the AGREE button below (the "Effective Date").
Please read THIS AGREEMENT carefully before using this Website and company services. The Terms of this Agreement ("Terms") govern the use of the Company Website (the "Site") and services by Providers.
Company is a comparison shopping service that researches publicly available information and collects information from participating health care providers throughout the United States and provides the following services to consumers: (a) in response to a consumer inquiry regarding a medical test, treatment, or procedure, Company identifies a number of health care providers who may meet the consumer's specifications; (b) provides the consumer with information about the health care providers to help the consumer make a more informed decision about their options; (c) upon the consumer's selection, facilitates scheduling an appointment with the selected health care provider; and(d) conveys the consumer's personal health information to the selected health care provider(collectively, the "Company Services").
BY CLICKING "AGREE" you agree to be bound by the terms of the agreement, and represent that you are licensed to provide medical services to individuals seeking health care services and desire to contract with Company to participate in Company's comparison shopping service.
Provider's participation in Company Services is not exclusive and Provider may participate in any other similar service.
Provider shall make available to Company a list of services, including, but not limited to, medical tests, treatments, or procedures which it wishes Company to list as available services from the Provider ("Provider Services"). Additionally, Provider shall make available a fee schedule for professional and technical fees("Fees") related to Provider Services in accordance with the terms and conditions set forth in this Agreement.Any fee schedule provided to Company must be issued in accordance with rules and restrictions provided by Company from time to time.
3.1 Credentialing. Provider agrees to cooperate with and abide by the credentialing process and procedures as may be required by law and Company.Provider shall ensure that all other health professionals and all employees and contractors who provide health care services under Provider's supervision meet all applicable standards or qualifications. Provider shall promptly notify Company of any action against any licenses or, if applicable, any certifications by any certifying boards or organizations, any changes in Provider's entity ownership or business or any problem or situation that will likely impair the ability of Provider to carry out any duties and obligations under this Agreement.
3.2 Licenses; Certifications; Approvals. Provider warrants that he, she or it currently holds all licenses required by the state in which Provider practices and that he, she or it shall maintain such licensure in good standing during the term of this Agreement.Provider further warrants that he, she or it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, certifications, registrations, permits and approvals as may be required for the provision of services to consumers, including but not limited to, a United States Drug Enforcement Agency ("DEA") narcotics number. Provider shall immediately notify Company of any action, investigation or proceeding to revoke, suspend, restrict, or otherwise affect any such licenses, certifications, registrations, permits, or approvals.
Provider agrees that all services rendered to consumers shall be consistent with the proper practice of medicine and delivery of health care services, and that such duties shall be performed in accordance with the customary rules of ethics and conduct generally applicable in the industry, including without limitation, the American Medical Association, American Osteopathic Association or The Joint Commission, as the case may be, and such other bodies, formal or informal, government or otherwise, from which providers seek advice and guidance or by which they are subject to licensing and control, and any other standards for Provider's specialty as established by the local medical community. Provider shall ensure that all health and other qualified personnel who are employed by or contracted with Provider to provide health care services to patients are properly licensed and/or credentialed as required by the laws of the states in which Provider practices.
Provider, at Provider's sole cost and expense, shall provide and maintain such appropriate, commercially available policies of general liability and professional liability insurance as shall be necessary to insure Provider and all of Provider's employees against claims for damages arising by reason of personal injuries, death or other damages occasioned directly or indirectly in connection with the performance of Provider's obligations under this Agreement. Provider shall immediately notify Company in the event any such claims are made against Provider. Provider shall notify Company in writing at least thirty (30) days in advance of any material reduction to, or cancellation of, such coverage or immediately notify Company of any such material reduction or cancellation if prior notice cannot be provided due to circumstances beyond the Provider's control.
Provider agrees to comply with all applicable state and federal antitrust statutes and regulations, as well as guidelines and procedures developed by Company from time to time. For purposes of specificity and not limitation, Provider agrees not to attempt to access the pricing information of any other Provider, including, but not limited to, by obtaining a user ID or password to access such information on the Company website.
Company agrees to connect a consumer, through use of its web-based service, to a Provider with which that particular consumer wishes to schedule an appointment. The connection is made by a consumer making a booking on Company's Internet Website. The booking prompts the exchange of that particular consumer and particular Provider's contact information, as well as an alert to the Provider that the consumer wishes to schedule an appointment.
Consumers will not be charged a service fee to use Company Services. Provider agrees to pay Company a fee of twenty-nine dollars and ninety-five cents ($29.95) for each consumer that uses Company's booking function for that particular Provider. The payment is a flat fee based on the cost of operating Company's Services and is assessed equally against each Provider per booking by a consumer using Company Services.Fees will not vary based on volume or value of bookings, but a flat fee will be assessed for each individual booking.
Booking payments to Company, described in Section 3.2, shall be charged to Provider's credit card that is on file with Company at the time a consumer books a Provider service using Company. At all times during this Agreement, Provider is required to maintain a valid credit card on file with Company.
Provider acknowledges that Company will not make the appointment for consumer with Provider and that Provider will be alerted to the booking by email or text message.Provider acknowledges that a consumer booking through Company Services does not guarantee an appointment will result from that booking.
The consumer will pay for services rendered by Provider directly to the Provider at the time of service.Company will not be involved in consumer to Provider payment for services.
Provides will have the option to provide restrictions with respect to Provider Services made available to consumers by Company.
The following health information will be conveyed to Provider at the time of the Company Services: (1) the customer's requested service; (2) the time and date of the requested service, if specified; (3) the consumer's name; and (4) the consumer's contact information. No other health related information will be provided to Provider by Company. At the time of consumer registration with Company, consumer may also be asked to provide his or her age and gender.
No refunds of the $29.95 fee will be offered if a consumer cancels or misses an appointment as the charge is merely a connection fee of the consumer to the Provider. The fee is charged as a service fee for the exchange of the consumer-Provider contact information regardless of whether the consumer and provider connect for an appointment. Similarly, if the Provider cancels or misses an appointment, there will be no refund of the fee.
A follow-up survey will be offered to consumers that use Company Services. Results of the consumer survey will be made available to Providers. Company will keep track of survey results and may on occasion provide Provider with ongoing consumer feedback and statistical analysis of that feedback.
Company recognizes that consumers may return to Providers found through Company Services after Company makes the initial consumer-Provider connection. Company will not be involved in those subsequent services unless consumer chooses to use Company Services, in which case the then current fee will be assessed against the Provider for each booking.
Company reserves the right to make future enhancements to Company Services.
Provider shall prepare and maintain complete records for each consumer receiving health care services from Provider. All records shall be prepared in accordance with accepted principles of practice, shall document all services performed for consumers and shall comply with all applicable state and federal laws.
Provider shall keep the terms of this Agreement and any related negotiations confidential and not disclose the same to any person or organization (except to Provider's tax or legal advisors). If Provider becomes subject to compulsory process to disclose the terms of this Agreement or related negotiations, except as otherwise prohibited by law, Provider shall resist such disclosure and shall give Company immediate oral and written notice of such process.
Provider shall keep confidential and shall not disclose any proprietary information of Company, including, but not limited to, marketing plans, clinical guidelines, credentialing processes, quality assurance and utilization management processes.
Provider agrees to allow Company to list Provider's name, business address, business phone number(s), available services, and Provider's participation status with respect to Company Services (as defined in this agreement) in any materials, advertisements or information disseminated to consumers served by Company. Provider agrees to provide updated information to Company regarding the above as may from time to time be necessary. Provider shall promptly notify Company of any change in Provider's status or operations that may make the publication of advertising or promotional material by Company erroneous or misleading.
The initial term of this Agreement shall commence as of the Effective Date and will continue in effect until terminated as provided herein.
Either party may terminate this Agreement without cause by providing thirty (30) days advance notice to the other, in writing, at the address specified below.
The parties agree that each shall comply with all applicable requirements of municipal, county, state and federal authorities, all applicable municipal and county ordinances and regulations, and all applicable state and federal statutes and regulations, now or hereafter in force and effect, governing Company, Provider and the provision of health care services, including but not limited to Federal criminal law, the False Claims Act (31 U.S.C. 3729 et seq.), the Anti-Kickback Statute (42 U.S.C. 1320a-7b(b)), the civil monetary penalty law (42 U.S.C. 1320a-7a) and the physician self-referral law (42 U.S.C. 1395nn) and any other applicable state laws. In addition, the parties shall comply with applicable requirements under any state or federal fair employment practices, equal employment opportunity, or similar laws declaring discrimination in employment based upon race, color, creed, religion, sex, or national origin as illegal, and, Titles VI and VII of the Civil Rights Act of 1964; Section 202 of Executive Order 11246 as amended by Executive Order 11375; Sections 503 and 504 of the Rehabilitation Act of 1973; Title IV of the Vietnam Era Veterans Readjustment Assistance Act of 1974; and Sections 1 and 3 of Executive Order 11625, or any applicable rule or regulation promulgated pursuant to any such laws or orders.
None of the provisions of this Agreement is intended to create nor shall be deemed or construed to create any relationship between the parties hereto other than that of independent entities contracting with each other hereunder solely for the purposes of effecting the provisions of this Agreement. Neither of the parties hereto, nor any of their respective officers, directors or employees, shall be construed to be the agent, the employee, the representative or the partner of, or a joint venturer with, the other. Provider agrees that Provider will not represent to any consumer or to any third party that medical services are being rendered by or on behalf of Company.
Any notice required to be given pursuant to the terms and provisions of this Agreement shall be in writing and shall be deemed duly given upon receipt if sent by certified or registered mail, return receipt requested, postage prepaid, or by personal hand delivery, at the following addresses:
If to Provider:
Provider address of record
If to Company:
PO Box 12340,
Columbus OH 43212
The parties agree that this Agreement shall be subject to (i) amendments in any applicable federal, state or local laws and regulations and (ii) new legislation and/or regulations. Any provision of law or regulation that invalidates or otherwise is inconsistent with the terms of this Agreement or that would cause one or both of the parties to be in violation of the law, shall be deemed to have superseded the terms of this Agreement, provided that the parties shall exercise their best efforts to accommodate the terms and intent of this Agreement to the greatest extent possible consistent with the requirements of such law or regulation. This Agreement may also be amended in a writing mutually agreed upon by the parties.
The invalidity or unenforceability of any terms or provisions of this Agreement shall in no way affect the validity or enforceability of any other term or provision.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.
This Agreement and all attachments, schedules and exhibits hereto shall constitute the entire agreement between the parties regarding the subject matter hereof. Each party acknowledges that no representation, inducement, promise, or agreement has been made, orally or otherwise, by the other party or by anyone acting on behalf of the other party, unless such representation, inducement, promise, or agreement is embodied in this Agreement.
Provider acknowledges that Company owns and has the right to use certain intellectual property including symbols, trademarks, service marks, and trade names. Provider agrees not to use any such proprietary information without Company's prior written consent. Upon termination of this Agreement, Provider shall cease any and all usage of such proprietary information and trade secrets and shall immediately return any such information in Provider's possession to Company.
With respect to any dispute or controversy arising under this Agreement, the parties agree to first negotiate in good faith through mediation prior to either party pursuing other remedies.
The captions and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
NO PARTY WILL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES, LOST PROFITS, OR LOST PROSPECTIVE ECONOMIC ADVANTAGE, ARISING FROM THIS AGREEMENT OR ANY BREACH HEREOF.
THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT ANY PROVISION OF THIS AGREEMENT IS NOT PERFORMED IN ACCORDANCE WITH THE TERMS HEREOF AND THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT.