RELY ON ME, LLC TERMS AND CONDITIONS

(Updated as of October 19, 2023)

 

These terms and conditions are collectively apart of the executed Rely On Me Consultant Agreement between you (“Client”) and Rely On Me, LLC (“Consultant”). The Consultant Agreement and the terms and conditions below are referred to collectively as the Agreement.

 

Non-Medical Services

You acknowledge and agree that the Services are not a medical service or advice and are not intended to replace or substitute for any professional or medical advice. Any information provided as part of the Services may not be relied on as medical advice, and you should consult with an appropriately trained professional or medical provider for all concerns that require professional or medical advice. In the course of providing Services, Consultant collects certain information about the care recipient and, as part of the Service, transmits that information to you and others (for example, information about meals, sleep, mood, etc.). All information is collected and transmitted for your convenience only, and consultant is not responsible for taking action on any information that Consultant collects or observes. Changes to Services may be initiated by Client through written communication to Consultant with advanced notice of at least three (3) calendar days. Consultant shall not provide medical or nursing services such as diagnosing, treating, and managing health conditions. Consultant shall only provide non-medical services as described in the Services section of the Agreement.

 

Fees and Payment

Fee rates for Services are subject to review from time to time. Consultant shall provide Client two (2) weeks advanced notice of increases in writing specifying the date the new fee rate will take effect. Acceptance of Services rendered at the new fee rate shall be deemed acceptance of new rate and Client shall be required to pay the new rate for the Services. By executing the Agreement, Client assumes full responsibility for the payment of any and all monies due for Services. If not pre-paid, Client will receive invoices from Consultant. Invoices will be sent according to Client’s method of receiving Invoices as agreed on by the Parties. Invoices for Services are considered past due thirty (30) days from the date on the invoice. Interest will be charged at a rate of 3% on account balances that are unpaid after thirty (30) days. Client agrees to pay all collection costs, including attorneys’ fees (if applicable) incurred in collection. Consultant reserves the right to discontinue further Services until any and all outstanding invoice is paid in full, including any additional charges and accrued interest. Cancellations may be made up to 48 hours in advance of a scheduled Service without charge. Consultant reserves the right to charge for a scheduled Service if insufficient notice is not given to Consultant.

 

Representations and Warranties by Client

Client hereby represents and warrants as follows: 1) All information provided is true and correct; 2) Client shall provide all reauthorizations in a timely manner to allow Consultant to provide the Services and coordination; 3) That the Client commits to coordinate with Consultant as to not hinder providing the Services; and 4) Client maintains adequate homeowners’ insurance at the residence where Consultant will provide the Services.

 

Representations and Warranties by Consultant

Consultant hereby represents and warrants as follows: 1) That the Consultant is licensed by the State of Ohio to provide non-medical services to Client; 2) That Consultant is bonded in the amount of $20,000 by a bond company licensed to do business in the State of Ohio; and 3) That Consultant has a valid driver’s license for the State of Ohio.

 

Insurances

Consultant shall maintain general liability insurance and other insurances to protect Consultant. Client agrees to maintain homeowner’s insurance and other coverage as may be necessary to provide protection for negligent acts.

 

Access Rights

Health Insurance Portability and Accountability Act (“HIPAA”) sets federal standards for privacy of protected health information and medical records. In order to provide the Services, Client agrees to necessitate all documents and access rights to Consultant as required. This includes (but is not limited to) the following: a) Executing all required authorizations and forms agreeing to release information; b) Naming Consultant as an authorized representative for physician appointments; c) Naming Consultant as an authorized representative to obtain prescriptions; and d) Agree or provide verbal authorization in the presence of a physician or medical representative to provide personal health information in Consultant’s presence.

 

Indemnification

The Parties shall indemnify and hold harmless each other, their successors and assigns from and against any and all claims, damages and expenses (including reasonable attorneys’ fees) arising from breach of any representation or warranty hereunder to the extent such claim or damage does not arise out of a breach by the other Party. The Client fully understands that the Consultant (a) is a non-medical Consultant, (b) is not licensed to perform medical services, and (c) the undersigned, indemnify, jointly, and severally hereby forever release, discharge, acquit, and forgive any and all claims, actions, suits, demands, liabilities, judgment, and proceedings both at law and in equity, arising from the beginning of time to the date of termination of this agreement with the Consultant, such are caused directly by the negligent acts or omissions by the above items and Services and which result in bodily injury or property damage. This release shall be binding upon insured to benefit the Parties, their successors, assigns and personal representatives.

 

Termination

Upon receipt of written notice to the other Party, this Agreement may be terminated as follows: a) Client may terminate this Agreement in writing 30 days to Consultant (“Client Termination”). All outstanding fees will be immediately due and payable at Client Termination. All pre-paid fees will be refunded with sufficient Client Termination. Insufficient Client Termination will forfeit all pre-paid fees. b) Consultant may terminate this Agreement in writing 30 days to Client (“Consultant Termination”). Exceptions to the notice requirement for Consultant Termination includes: a) When Client’s care needs undergoes a documented change which requires transfer to a higher level of care; b) When Client fails to pay a past due account balance; or c) When Client’s home jeopardize the health, welfare or safety of the Consultant.

 

Medical Records

The Consultant acknowledges that it shall now, and in the future may, have access to and contact with the medical records and personally identifiable information of the Client. Both during the term of this Agreement and thereafter as required by state or federal law, the Consultant covenants and agrees to hold such information in trust and confidence and agrees to exercise diligence in protecting and safeguarding such information. Consultant will solely use the information for the Services contemplated in this Agreement. Consultant covenants and agrees that it will not disclose any confidential information to any third party except for the following: 1) as required in the course of performing Services for the Client; 2) as required by state or federal law; or 3) as allowed to the individuals identified in writing as Client Authorized Persons.

 

GENERAL PROVISIONS

Waiver. A waiver by either Party of any term or condition of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof.

 

Severability. Should any provision of this Agreement be determined to be void, invalid, unenforceable or illegal for whatever reason, such provision(s) shall be null and void; provided, however, that the remaining provisions of this Agreement shall be unaffected thereby and shall continue to be valid and enforceable.

 

Survival. The Parties agree that the representations and warranties of the Provide and Client contained in this Agreement shall survive the Effective Date and continue in full force and effect for the applicable statute of limitations period governing the respective matters in this Agreement. Except as otherwise expressly stated, each of the covenants in this Agreement and the indemnification obligations of the Parties in this Agreement shall survive the Effective Date for the applicable statute of limitations period governing the respective matters.

 

Notices. Any notice or other communication required or which may be given under this Agreement shall be in writing.

 

Relationship of the Parties. Other than utilizing the knowledge of the industry, Client understands and accepts that nursing services and any other medical services are explicitly prohibited and not offered as part of the Services. Nothing in this Agreement shall be construed to constitute the Parties as Nurse – Patient relationship, or anything similarly referred to in the industry.

 

Force Majeure. “Force Majeure” means any fire, flood, earthquake, or public disaster; strike, labor dispute or unrest; embargo, riot, war, insurrection or civil unrest; any act of God, any act of legally constituted authority; or any other cause beyond Company’s control. If by reason of Force Majeure, Consultant’s performance hereunder is delayed, hampered or prevented, then the Agreement herein shall be extended for the amount of time of such delay or prevention, unless this Agreement is terminated pursuant to Section 10 (Termination) above.

 

Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Ohio without regard to its conflicts of law principles. All actions brought under this Agreement, whether in law or in equity, shall be brought in a court of competent jurisdiction in the State of Ohio. Each Party to this Agreement consents to the exercise by such court of general personal jurisdiction over such party or his, her, or its representative so as to enable the court to render personal judgments against the party or representative.

 

Entire Agreement. This Agreement (including the attached Exhibit/s) contains the entire agreement among the Parties with respect to the transactions contemplated and supersedes all prior agreements, written or oral, with respect this transaction.

 

Waivers and Amendments. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege shall operate as a waiver, nor shall any waiver on the part of any Party of any right, power or privilege, nor any single or partial exercise of any right, power or privilege, preclude any other or further exercise or the exercise of any other right, power or privilege under this Agreement. The rights and remedies provided are cumulative and are not exclusive of any rights or remedies which any Party may otherwise have at law or in equity.

 

Recitals. The recitals at the beginning of this Agreement are incorporated into this Agreement.

 

Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

 

Assignment. This Agreement may not be assigned under any circumstances by the Client.

 

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single instrument