RUME HEALTH LLC / RUME MEDICAL GROUP, INC.
Client Name Phone Email
___________________________________ _____________________ _________________________
This Client Agreement (the “Agreement”) sets forth the contractual rights and obligations for two separate relationships: (1) the relationship between the undersigned Client (“Client”) and the technology platform (the “Platform”) provided by Rume Health LLC, a Delaware corporation (“Rume Health”); and (2) the separate and independent relationship for the telemedicine services provided by Rume Medical Group, Inc., a California professional medical corporation (“Rume Medical Group”), directly to Client (the “Services”). Although the Services are facilitated and enabled by and through the Platform, they are provided pursuant to a direct professional relationship(s) with a Rume Medical Group clinician over which Rume Health has no control, direction, or management – and for which Rume Health is not responsible. Each of Client, Rume Health, Rume Medical Group and Guarantor (as defined below) may be referred to herein as a “Party,” and collectively as the “Parties.” As used in this Agreement, “you” or “yours” shall refer to a Client, or, if this Agreement is executed by a Guarantor (as defined below), to such Guarantor.
________ __________________________ _____________________________
Date Name of Client (Printed) Signature of Client
If someone other than the Client is signing on behalf of Client and accepting financial responsibility for the Client (a “Guarantor”), indicate name of person, title and authority to sign this form:
________ __________________________ _____________________________
Date Name Signature
Indicate Guarantor’s Title/Relationship to Client : € Parent € Guardian € Conservator
Date ________________ Approval:
BY CLICKING “I AGREE,” YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK “I DO NOT AGREE” AND DO NOT USE THE SERVICES. YOUR USE OF THE SERVICES IS SUBJECT AT ALL TIMES TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS, RULES, AND REGULATIONS. IF AT ANY TIME YOU NO LONGER WISH TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE ALL USE OF THE PLATFORM SERVICES (AS DEFINED BELOW). FOR THE PURPOSES OF THIS AGREEMENT, “YOU” AND “USER” SHALL MEAN THE INDIVIDUAL TO WHOM THE USERNAME AND PASSWORD USED TO ACCESS THIS AGREEMENT IS ASSIGNED AND HIS, HER OR ITS AFFILIATES, EMPLOYEES, AGENTS AND PERMITTED SUCCESSORS AND ASSIGNS.
This Agreement is an agreement among Rume Medical Group, the Platform and you. The Platform offers technological tools that enable end-user Clients to receive treatment from Rume Medical Group Providers (the “Platform Services”). While the Platform hosts and facilitates the interaction, the relationship between Clients and Rume Medical Group providers (hereinafter “Professional Service Providers”) are, in every case, independent of Rume Health.
This Agreement applies to your use of the Platform (including any content therein) and the separate Services provided by the Professional Service Provider(s) as well as to any new versions, updates, supplements, and support services Rume Health makes available through the Platform Services and/or Platform. By using the Platform, irrespective of whether you ultimately elect to receive Services, you accept these terms. If you do not accept these terms, you may not use the Platform Services or the Platform. As further described below, using the Platform also operates as your consent to the transmission of certain standard computer information for Internet-based services.
Subject to the terms of this Agreement, Rume Health grants you, and you hereby accept from Rume Health, a limited, nonexclusive, nontransferable license (without a right of sublicence) to access and use the Platform Services and/or Platform and any user documentation related to the Platform Services that is made available to you from time to time by Rume Health, exclusively for your internal use, subject to the following conditions. Rume Health reserves the right, for any reason, in its sole and absolute discretion to terminate, change, suspend or discontinue any aspect of the Platform Services (including, without limitation, content, features, hours of availability, or pricing), your access to or use of the Platform Services, or remove any of your content, at any time, for any reason or for no reason at all, without notice and without penalty. RUME HEALTH MAY, AT ANY TIME AND FROM TIME-TO-TIME, CHANGE THE TERMS OF THIS AGREEMENT. ANY CHANGES WILL BE POSTED ON THE SITE. IF YOU DO NOT ACCEPT THE TERMS OF ANY MODIFICATION TO THIS AGREEMENT, YOUR ONLY RECOURSE IS TO TERMINATE THE AGREEMENT BY SENDING A TERMINATION NOTICE TO RUME HEALTH PRIOR TO THE EFFECTIVE DATE OF THE AMENDMENT. ANY TERMINATION WILL BE EFFECTIVE UPON THE DATE RUME HEALTH RECEIVES SUCH NOTICE. CONTINUED USE OF THE PLATFORM SERVICES BY USER WILL CONSTITUTE COMPLETE ACCEPTANCE OF THE THEN-CURRENT VERSION OF THIS AGREEMENT POSTED ON THE RUME HEALTH SITE. In the event of any termination of this Agreement, any provisions that by their nature show they were intended to survive such termination, including without limitation, provisions relating to ownership, confidentiality, indemnification, disclaimers and limitations of liability, shall survive any such termination.
DISCLAIMER OF WARRANTY. You understand that the Platform and Platform Services may not accurately process the data you provide about yourself, and the reports provided through the Platform or the Platform Services, if any, may not be accurate. Rume Health is not obligated to update or modify, in any manner, this or any later version of the Platform or the Platform Services. Furthermore, Rume Health is not responsible to provide any support to you in connection with your use of the Platform or the Platform Services. To the maximum extent permitted by applicable law, Rume Health and its suppliers provide the Platform Services, and any technical advice or support services related thereto, AS IS AND WITH ALL FAULTS, and hereby disclaim all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of non-infringement, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Platform and the Platform Services and the provision of or failure to provide technical or other support services.
LIMITATION OF LIABILITY. In no event shall Rume Health, its agents, representatives, employees, contractors, and all affiliated entities or personnel be liable for any direct, indirect, consequential, incidental, exemplary, punitive, special damages or any damages whatsoever whether arising from breach of warranty, breach of contract, negligence or any other legal theory, whether in tort or contract, even if such party has been apprised of the likelihood of such damages occurring, including without limitation, damages from interruption of business, loss of income or opportunities, loss of use of the Platform Services, loss of data, cost of recreating data or cost of capital. In no event shall Rume Health, its agents, representatives, employees, contractors, and all affiliated entities or personnel be liable for the Platform Services or the act or omission of any Professional Service Provider. Your sole and exclusive remedy against Rume Health, its agents, representatives, employees, contractors, and all affiliated entities or personnel for any harm under this Agreement shall be to cease using the Platform Services. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy. Because some jurisdictions do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to certain users.
Client shall defend, indemnify and hold harmless Rume Health and its officers, directors, agents, representatives and employees from and against any claims that arise from or relate to your breach of this Agreement or any other term required as a condition of use of the Platform or the Platform Services, as well as for claims against a Professional Service Provider for claims related to care provided.
TERMS AND CONDITIONS
- Client Responsibilities: You acknowledge and agree that You are voluntarily becoming a Client and that this Agreement is non-transferable and will govern Your relationship with Rume Health and Rume Medical Group. You acknowledge and understand that Rume Health is separate from and not responsible for the Services provided by any Professional Service Provider(s), and that Rume Health does not control or direct the delivery of the Services, which will be provided in accordance with the medical judgement of the Professional Service Providers. You acknowledge and understand that this Agreement does not provide health insurance coverage, is not a contract of insurance and that it only facilitates access to the Services delivered by Professional Service Provider(s). You acknowledge and understand that You are responsible for any charges incurred for care received by the Professional Service Providers. In order to receive the best possible care, You agree to be actively involved in Your care decisions and to disclose all relevant information to achieve Your health goals. You also agree to inform Your Professional Service Provider(s) of care received elsewhere. You agree to maintain insurance coverage to obtain hospital or catastrophic services if needed. You acknowledge that, in an emergency, You should call 911 immediately before contacting Rume Health and You should seek any needed emergency care without waiting for Rume Health to respond.
- Termination by Client: This Agreement shall become effective on the first date that Platform Services are provided to Client and shall continue in full force and effect unless and until terminated by Client. This Agreement may be terminated by Client at any time and for any reason, or for no reason. Upon termination, Rume Health is no longer responsible for provision of any Platform Services or for Your care. Such notice will be effective on the date actually received. Should You terminate the Agreement after Rume Health and Rume Medical Group have begun to provide Platform Services or the Services, You will be responsible for payment for all Platform Services and/or Services rendered by Rume Health and/or Rume Medical Group through the date on which this Agreement actually terminates. You acknowledge and understand that Rume Health and Rume Medical Group reserve the right to terminate this Agreement and discharge You as a Client at any time with or without cause, including failure to pay bills and refusal to cooperate with any other applicable terms. You will be provided with written notice of termination thirty (30) days in advance of the effective date thereof by email. Rume Health and Rume Medical Group will not terminate this Agreement solely based on Your health status.
- 5. Termination by Your Professional Service Provider: You understand that in some cases, Your Professional Service Provider may determine that You require more specialized or intensive interventions that would not be appropriate to provide through this Platform. In those instances, Your Professional Service Provider will evaluate whether continued Services through the Platform will be safe and beneficial for You. If Your Professional Service Provider determines in his/her clinical judgment that continued Services through the Platform will not be safe and beneficial to You, Your Professional Services Provider may terminate this Agreement
- Financial Responsibility: You hereby acknowledge that payment in full for Platform Services and the Services is due upon receipt of an invoice or when the Services are rendered. The Platform Services may be discontinued on either a temporary or permanent basis if the balance is not paid as provided for herein. Guarantor (as defined herein), if any, understands and agrees that he/she is accepting financial responsibility for this debt and will be required to pay for all Platform Services and Services provided by Rume Health and Rume Medical Group. Client and Guarantor agree that they are jointly and severally responsible to pay any and all costs and expenses incurred by Rume Health and Rume Medical Group in the collection of this debt, including but not limited to court costs, attorneys’ fees, and costs of appeal. You are responsible for knowing your plan benefits. Although claims maybe filed with Your insurance carrier by Rume Health or Rume Medical Group, these services are provided as a benefit to You. If a referral and/or prior authorization is required, You must obtain it prior to Your visit. Claim adjudication is done by Your insurance carrier and claims will be processed according to Your benefits. In the event Your plan determines services received are not payable, You will be responsible for all charges and agree to pay all costs of services provided. This includes any additional charges, such as lab tests, imaging, testing interpretation, etc. not affiliated with Rume Medical Group. Any questions about billing You receive from entities other than Rume Medical Group are to be resolved by contacting that entity directly.
If You have any questions/concerns regarding how Your claim was processed, please contact Your insurance carrier directly.
- Insurance Authorization for Assignment of Benefit: To the extent applicable, You hereby authorize and direct payment of Your insurance benefits to Rume Medical Group for any services rendered to You by the Professional Service Providers.
- Terms and Conditions: Rume Health and Rume Medical Group reserve the right to amend/modify the fees, terms, and conditions of this Agreement without advance notice to Client/Guarantor, which may be given by email or directly on the Platform. Subject to applicable laws, rules, and regulations, this Agreement represents the entire agreement of the Parties hereto regarding the Platform Services and Services provided by Rume Health and Rume Medical Group.
- Consent for Services: Client is voluntarily seeking to use the Platform, access the Platform Services and receive the Services set forth herein.
- Notice of Charges: You and your Guarantor (if any) are responsible for the payment of the fees for the Services as described in this Agreement (the “Fees”). You agree that payment of the Fees is the sole and exclusive responsibility of you and your Guarantor (if any). A late fee of ten percent (10%) per annum will accrue on any unpaid balances delinquent for more than thirty (30) days. Delinquent accounts will be referred for collection. You authorize Rume Medical Group to communicate by mail, phone (landline or cell), text, and/or email for purposes related to your account, including collections for a debt. Should collection proceedings/legal action be necessary to collect on a delinquent account, you understand that Rume Medical Group may disclose to an outside agency/attorney all relevant personal and account information needed to collect a debt and you accept responsibility for the incurred costs/fees of such services.
- No Guaranty of Results: You acknowledge and agree that there can be no guaranty of the accuracy and/or efficacy of any Services you receive as facilitated by the Platform Services. The efficacy and/or accuracy or lack thereof does not and will not relieve you of your obligation to pay the Fees due pursuant to this Agreement.
- Agreement to Pay Fees: In exchange for receiving the Platform Services and Services described in this Agreement, you agree to pay us our Fees. You agree to prepay the Fees via cash, check, credit card or any other method as we request and agree. You acknowledge that the Fees may not be covered or reimbursable by Medicare or any other insurance, and that, to the extent you have the right to coverage or reimbursement from other sources, neither Rume Health or Rume Medical Group is responsible for submitting bills or interacting with such sources.
- Joint and Several Obligation; Independent Obligation: If applicable, the Guarantor is directly, jointly, and severally liable to Rume Health and Rume Medical Group for the Fees incurred by Client in the course of the provision of the Platform Services at the rates that Rume Health and Rume Medical Group bill and request. The obligations of the Guarantor hereunder are direct and primary and are independent of Client’s obligations, and a separate action may be brought against the Guarantor irrespective of whether an action is brought against Client or any other financially responsible party or whether Client or any such other financially responsible party is joined in such action. The Guarantor’s liability hereunder shall not be contingent upon the exercise or enforcement by Rume Health or Rume Medical Group of any remedies it may have against Client or any other financially responsible party or the enforcement of any lien Rume Health or Rume Medical Group may at any time possess. Any release that may be given by Rume Health or Rume Medical Group to Client or any other financially responsible party shall not release the Guarantor.
- Credit Card Authorizations: If you pay by credit card, you authorize us to charge your credit card for Fees due on account of Platform Services and Services rendered in accordance with the terms and conditions of this Agreement. You understand and acknowledge that any charges made to your credit card under this Agreement will constitute a “final sale.” The amount to be charged to the credit card shall be determined in accordance with the subscription you elect. Notwithstanding any rejection or declination of the credit card for any reason, You agree to be liable and financially responsible for any and all Fees and charges due for the Platform Services. If there arises a dispute concerning a credit card, we may immediately suspend acceptance of the credit card and demand payment in full of all amounts due in cash, by electronic transfer or by certified check. If there is a limitation on individual transactions, we may divide the total charge into incremental portions in order to process the charge on the credit card.
- Emergences: Neither Rume Health nor Rume Medical Group provide services on an emergency basis. If you are experiencing severe pain, distress, or any medical or psychiatric emergency, please call 911 or go to the nearest hospital emergency room immediately without delay.
- Contacting Us by Email: You may email Customer Service at firstname.lastname@example.org regarding administrative matters, such as scheduling Services or making a payment.
- Client Records: We will retain the original signed Agreement in your personal record and provide you with a copy of the signed Agreement at any time upon your request.
- Grievances: If you feel that you are being mistreated or treated inappropriately and wish to complain, you may do so by submitting a written complaint to Rume Health or Rume Medical Group at the following address:
We will review your complaint and the findings and recommendations will be reported back to you within three (3) business days.
- Notice to Consumers: This Platform is not intended to and will not provide specific documentation, approval or evaluations for the purposes of employment or legal proceedings. This includes but is not limited to official documentation that requires a diagnosis or evaluations for eligibility to use or receive services or receive accommodations for a mental health condition, evaluation for emotional support or service animals, mental health evaluations for a medical procedure, or evaluations for a worker’s compensation claim.
- Dispute Resolution: In the event that any disagreement, dispute or claim arises among the Parties with respect to the enforcement or interpretation of this Agreement or any specific terms and provisions hereof or with respect to whether an alleged breach or default hereof has or has not occurred (collectively, a “Dispute”), such Dispute shall be settled in accordance with the arbitration provisions of this Agreement. All other disputes that cannot be resolved by the Parties within sixty (60) days of a demand shall be resolved by final and binding arbitration before a single arbitrator who shall be a retired judge or attorney (the “Arbitration”), which shall be initiated and administered by and in accordance with the then current arbitration rules of the JAMS in Orange County, California, with the exact time and location decided by the arbitrator selected in accordance with the then current arbitration rules of JAMS. The arbitrator shall apply California substantive law or federal substantive law where state law is preempted. The arbitrator selected shall have the power to enforce the rights, remedies, duties, liabilities, and obligations of discovery by the imposition of the same terms, conditions, and penalties as can be imposed in like circumstances in a civil action by a court of competent jurisdiction of the State of California. The arbitrator(s) shall have the power to grant all legal and equitable remedies provided by California law and award compensatory damages provided by California law, except that punitive damages shall not be awarded. The arbitrator(s) shall prepare in writing and provide to the Parties an award including factual findings and the legal reasons on which the award is based. The arbitration award may be enforced through an action thereon brought in the Superior Court for the State of California in Orange County, California. The prevailing Party in any Arbitration hereunder shall be awarded reasonable attorneys’ fees, expert and non-expert witness costs and any other expenses incurred directly or indirectly with said Arbitration, including without limitation the fees and expenses of the arbitrator(s).
THIS ELECTION OF AN ALTERNATIVE DISPUTE PROCESS IS AN AFFIRMATIVE WAIVER OF THE PARTIES’ RIGHTS TO A JURY TRIAL UNDER CALIFORNIA LAW. BY SIGNING BELOW, EACH PARTY IS EXPLICITLY WAIVING JURY TRIAL AND AUTHORIZING ANY AND ALL PARTIES TO FILE THIS WAIVER WITH ANY COURT:
JURY TRIAL WAIVED:
CLIENT: GUARANTOR RUME HEALTH
By: ________________ By ________________ By: ________________
Name: Name: Name:
Rume Medical Group
- Successors and Assigns. Client may not assign this Agreement or delegate any right or duty hereunder without the prior written consent of Rume Health and Rume Medical Group. Subject to the foregoing, this Agreement shall be binding on, and shall inure to the benefit of, the Parties and their respective heirs, legal representatives, estates, successors in interest, legatees, permitted transferees, and assigns.
- Severability. If any provision in this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, you agree that the remainder of this Agreement shall remain in full force and shall not be affected by the invalid or unenforceable provision. No provision in this Agreement shall be deemed dependent on any other provision unless expressly stated in this Agreement.
- Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and communicated via either electronic mail, first class mail (postage prepaid, registered or certified), overnight courier or hand delivery at the addresses set forth above or to any other address that a Party may designate by written notice to the other Parties. Notice shall be effective: (a) in the case of hand-delivery, when delivered; (b) in the case of first-class mail, four (4) days after mailing; and (c) in the case of electronic mail or overnight courier when received.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of law or choice of law provisions or decisions.
- Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile or e-mail transmission (as a .pdf, .tif or similar uneditable attachment), which transmission shall be deemed delivery of an originally executed counterpart hereof.
- Integration. This Agreement, and all attachments, exhibits, and other agreements referenced herein or contemplated hereby constitute the entire agreement between and among the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties, and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof, except as specifically set forth herein.
- Waiver. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision hereof, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
- Force Majeure. Neither Rume Health nor Rume Medical Group shall be liable for any injury, damage, claim, loss, or failure in performance under this Agreement resulting, directly or indirectly, from activities beyond their control, including without limitation acts of God, accidents, fires, explosions, earthquakes, floods, failure of transportation, equipment, or supplies, vandalism, strikes, infectious diseases, or other similar causes beyond control.
IN WITNESS WHEREOF, the undersigned certifies that he or she has read, understands, and agrees to the above terms and that he or she is duly authorized by the Client and/or the Guarantor to execute the above and accept its terms.
________ __________________________ _____________________________
Date Name of Client Signature of Client
If someone other than the Client is signing this form, indicate name of person, title and authority to sign this form below:
________ __________________________ _____________________________
Date Name of Guarantor Signature of Guarantor
Indicate Title/Relationship to Client: € Parent € Guardian € Conservator