ECC Technologies Inc., RAPID Network Terms and Conditions

 Under this Agreement, your facility, the Customer ("User"), may access the RAPID Network for Medicare on the following terms and conditions:

 1. ECC Technologies (ECC) RAPID Network Service: The RAPID Network provides access to the information, database or computing services of the Medicare Administrative Contractor (MAC) and of Centers for Medicare and Medicaid Services (CMS), (“Service”). Use of this service is subject to this agreement and any supplemental operating terms and conditions including copyright and confidentiality notices published in connection with individual services, options or facilities.  Use of any applicable software is subject to the terms and conditions stated in the Software License Agreement associated with the software.  ECC reserves the right to suspend or terminate the account in the event of the violation of the use of this service and/or software.  In addition, ECC may suspend your facility’s connection to this service without notice by direction of MAC and/or CMS.

2. Network Connection:

    a. ECC Technologies RAPID Network is provided for the approved facilities listed on the Connection Agreement. Any misuse of this connection could result in termination of the connection without notice and additional fees.

    b. ECC Technologies will use reasonable efforts to provide the RAPID Network 24 hours a day 7 days a week to the User, but may be limited at the discretion of ECC Technologies for emergency repairs or as a result of circumstances beyond ECC Technologies control.  ECC will provide the User 24 hour notice of planned outages or maintenance.

    c. ECC Technologies is responsible for maintaining the equipment used to provide access to the RAPID Network.  As part of the RAPID Network, ECC Technologies will provide a telephone number for User inquiries and remote problem support for RAPID Network disruptions. Hours of availability and the scope of inquiry and remote support services are as determined by ECC Technologies in its sole discretion from time to time. This support is provided for the User’s use of the RAPID Network by means of the equipment installed by or on behalf of ECC Technologies. ECC Technologies shall not be responsible to provide such support or inquiry or any repair for any equipment or software not installed by ECC Technologies under this agreement.  ECC Technologies shall refer to the User, for a solution by the User at User’s sole expense, those network problems that are identified by ECC Technologies as being caused by the User or any third party using the RAPID Network, including but not limited to, such problems arising out of the User’s Data Network.

3. Equipment:

    a. The equipment provided by ECC Technologies is and at all times shall remain the sole and exclusive property of ECC Technologies, and the User shall acquire no interest therein by virtue of the payments provided for herein or the attachment of any portion of the equipment to the User’s premises or otherwise.  The User will not open, alter, misuse, tamper with or remove the equipment as and where installed by ECC Technologies, and will not remove any markings or labels from the equipment indicating ECC Technologies ownership, serial, or identity numbers.  Upon termination of the Service Agreement, for whatever reason, the User acknowledges that his/her right to possess and use the equipment shall terminate.  In such event, the equipment shall be returned to ECC Technologies at the expense of the User in the same condition as when received, ordinary wear and tear expected. The User will safeguard the equipment from loss or damage of any kind and (except for any self-installation procedures approved by ECC Technologies) will not permit anyone other than an authorized representative of ECC Technologies to perform any work on the equipment.

    b. If the equipment is damaged, destroyed, lost or stolen while in the User’s possession, the User shall be liable for the cost of repair or replacement of such equipment. If the equipment is not returned to ECC Technologies as described in Section (3a) upon termination of the Connection Agreement, the User will pay ECC Technologies the amount specified in the then-current price list for the replacement cost of the equipment without any deduction for depreciation, wear and tear other physical condition of such equipment.

4. Authorized Uses:

The RAPID Network is only to be used for the services which Customer subscribes and is restricted to Medicare related business only, including submitting Medicare claims, retrieving remittance advices/reports, accessing real-time transactions at CMS Data Center. ECC reserves the right to suspend or terminate the account in the event of the violation of the authorized uses.

5. Confidential Information:

Any information or materials disclosed or provided to Customer by ECC or its personnel and specified as confidential or proprietary or marked as confidential or proprietary shall be deemed to be Confidential Information of ECC. Customer shall use the same degree of care to protect the Confidential Information from non-disclosure as Customer would use with respect to Customer’s own information of like importance which Customer does not desire to have published or disseminated, but in any event no less than reasonable care. Customer will not use any Confidential Information for any purpose not expressly authorized under this Agreement and will not disclose to third parties any such Confidential Information.

6. Assurances:

Provision by ECC of access to the RAPID Network is subject to customer's agreement and assurances as set forth below. Access to RAPID Network may be terminated by ECC, without prior notice to the Customer, in the event that ECC determines based on information from the Customer or otherwise, that Customer has not complied with one or more of the assurances hereafter.

In consideration of the foregoing, and in order to obtain access to RAPID Network, the Customer hereby agrees and assures:

    a. Your RAPID Network access will be restricted only to the services that you subscribe.

    b. You are fully accountable for all transactions submitted and will cooperate with ECC in the event that ECC has a concern with respect to any transactions submitted by you to Medicare.

    c. You will not misrepresent yourself or Medicare.

    d. You will not browse or use Medicare data files for unauthorized or illegal purposes.

    e. You will immediately cease transmission of transactions to Medicare at such time that any of the assurances herein provided are no longer met.

    f. You will promptly inform the RAPID Help Desk in writing in the event the identity or contact information of Authorized Representative changes, or if any of the assurances herein provided are no longer met.

7. Charges:

    a. ECC Technologies reserves the right to review the User’s monthly charges for modification on an annual basis.  Changes (if any) to the monthly charges will be provided to the User with thirty (30) days advanced notice. All charges are exclusive of federal, state or local sales, use, or personal property taxes or taxes of a similar nature.

    b. If the User needs to have ECC Technologies software re-installed for a re-imaged PC or PC replacement a charge of $35 will be invoiced to the User for each re-installation performed.

    c. ECC Technologies will use reasonable efforts to repair damage to equipment installed by ECC Technologies and otherwise attempt to correct any disruption of the RAPID Network due to technical malfunction of the ECC Technologies equipment not caused by the User or any third party using the RAPID Network.  ECC Technologies, at its discretion, may charge to the User its cost to perform modification or recovery of the RAPID Network or to repair equipment if ECC Technologies determines that such modification, recovery or repair was necessitated by the User’s action or failure to act.

    d. If the User access to the RAPID Network is discontinued, and ECC Technologies agrees to resume access to the RAPID Network, ECC Technologies may require a reconnect charge before resumption of such access.

    e. The User will be responsible for all expenses (including reasonable attorney’s fees) incurred by ECC Technologies in collecting any amounts due and unpaid by the User.

8. Billing and Payments: The User will be invoiced on a schedule established by ECC Technologies, with recurring charges billed in advance and with payment due within thirty (30) days of the date of invoice.  Delinquent accounts will be charged interest of one and a half percent (1½ %) per month or the maximum limit allowable by law on the unpaid balance, whichever is less, plus all costs of collection, including reasonable attorney’s fees.  Notwithstanding anything to the contrary in this Agreement, ECC Technologies reserves the right to suspend the RAPID Network to the User for delinquent account status upon electronic notification via email if the User’s account is overdue by 30 days.  It is the User’s responsibility to provide accurate email address information to ECC for such notices.

9. Tax Status: All charges are exclusive of federal, state or local sales, use, or personal property taxes or taxes of a similar nature that may apply to the RAPID Network.  Any such applicable taxes will be paid by the User or by ECC Technologies for User’s account.  If the User is a tax exempt entity, a copy of the applicable state exemption certificate(s) must be provided to ECC Technologies with this Agreement, or if no exemption certificate is available in the User’s state, a copy of the applicable Sales and Use Tax Exemptions and Exclusions Regulations for the State.

10. Limitation of Warranty: The User expressly agrees that use of the RAPID Network and material therein is at the User’s sole risk. Neither ECC Technologies nor any of its partners, suppliers, or agents warrants that the RAPID Network will be uninterrupted or error free; nor is any warranty made as to the results to be obtained from the use of the RAPID Network.  The RAPID Network is distributed on an “AS IS” basis without warranties of any kind, either express or implied including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose or use. ECC Technologies agrees to work with the User on a best effort basis to resolve all problems regarding connectivity and throughput.

11. ECC Technologies Liability: ECC Technologies exclusive liability for any claim of any kind relating to this Agreement or to the products and services provided hereunder shall not exceed the fees paid for use of the services and ECC Technologies liability shall terminate if no action is commenced within one (1) year after a cause of action has occurred.  In no event shall ECC Technologies be liable for damages to goods or equipment, lost profits, downtime costs, labor costs, overhead costs, claims of the User or clients, or delivery of data containing inaccuracies or omissions that were present when the data was transmitted over the RAPID Network.

    a. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply.

12. Indemnifications: The parties shall indemnify, defend, and hold each other and their respective directors, officers, employees, agents, subcontractors, and affiliates harmless from all claims made by the indemnifying party’s employees, clients or customers or their employees, clients or customers.

13. Term: This Agreement will remain in effect until written or electronic notice of termination for any reason is rendered by either party to the other.  Termination of service will occur 30 days from the date of the request received either by letter, fax, or email. It is the User’s responsibility to provide accurate email address information to ECC for such notices. Notwithstanding anything to the contrary; ECC Technologies has the right to terminate the Agreement if the User files for bankruptcy.

14. Assignment: This Agreement may not be assigned by the User without prior written notice and acknowledgement from ECC Technologies.  This assignment will not be duly withheld.  If the contact information from the new assignment makes the current Agreement information on file outdated then ECC requests an updated Agreement be completed and returned to ECC Technologies.

15. Governing Law: This Agreement is to be governed by and interpreted in accordance with the laws of New York State.  

16. If a User is a corporation, partnership or other business entity, the individual agreeing to these terms has full authority and power to enter into this Agreement.  No terms or conditions in any purchase order or document shall supersede the terms of this Agreement.

17. Nondisclosure of Confidential Information:  ECC Technologies, its employees, vendors and clients recognize, acknowledge, and hereby agree that all information or data provided through the RAPID Network will be treated as confidential and proprietary and shall not be used or disclosed, in whole or in part, to any person, firm, corporation, association, or other entity, except as provided for in this Agreement.