ClearCare Electronic Claims Services Supplemental Terms
These ClearCare Clearinghouse Supplemental terms and conditions (the “Supplemental Clearinghouse Terms”) amend and supplement the ClearCare, Inc. Software as a Service (SaaS) License Agreement Terms and Conditions that are available at https://www.clearcareonline.com/terms (the “ClearCare Terms”). These Supplemental Clearinghouse Terms are an agreement between ClearCare, Inc. (“ClearCare”) and the entity identified as the Customer in the applicable Order Form and apply only to ClearCare Electronic Claims Services purchased through an Order Form. These Supplemental Clearinghouse Terms do not apply to any other Product Offering. Capitalized terms not defined in these Supplemental Clearinghouse Terms have the meaning given to them in the ClearCare Terms. In the event of a conflict between any provision in these Supplemental Clearinghouse Terms and the ClearCare Terms, the provision in these Supplemental Clearinghouse Terms will prevail.
The ClearCare Electronic Claims Services may be made available by ClearCare in conjunction with a third-party Clearinghouse partner (any such partner, “Clearinghouse Partner”).
1. Definitions. For all purposes of this Agreement, the following terms will have the following meanings:
“ClearCare Electronic Claims Services” means the eligibility verification, claims management and other practice management that are made generally available by ClearCare, solely to the extent that such services are ordered by Customer pursuant to an Order Form.
“Clearinghouse IP” means the Clearinghouse Services and Clearinghouse Materials provided hereunder.
“Clearinghouse Materials” means all specifications and written materials (including but not limited to any and all training materials, designs and design documents, information manuals, and all other documentation) provided to Customer by ClearCare with respect to the ClearCare Electronic Claims Services.
“Payers” means those entities that receive Transactions submitted through the ClearCare Electronic Claims Services.
“Transactions” means batch and real-time healthcare claims submitted by Customer through the ClearCare Electronic Claims Services for transmission to a Payer, whether or not a Payer accepts or favorably adjudicates such claim, and the resulting electronic remittance advice. For the avoidance of doubt, a submitted claim is one Transaction and the resulting remittance is another Transaction.
2. Product Offerings.
2.1 The ClearCare Electronic Claims Services are Product Offerings.
2.2 Customer’s rights to use and access the ClearCare Electronic Claims Services are as set forth in Section 4 of the ClearCare Terms.
2.3 At ClearCare’s discretion, all or some of the ClearCare Electronic Claims Services will be provided and / or hosted by ClearCare, ClearCare’s Clearinghouse Partner, or both.
2.4 ClearCare will use reasonable commercial efforts to provide training and support for the ClearCare Electronic Claims Services as set forth in the applicable Order Form. Section 3.1 of the ClearCare Terms relating to training and support is not applicable to ClearCare Electronic Claims Services.
3. Customer Obligations.
3.1 Customer agrees to transmit Transactions through the ClearCare Electronic Claims Services, if applicable, only in accordance with the requirements, procedures, data element standards, formats, codes, protocols and edits set forth in the then applicable companion guides and Clearinghouse Materials.
3.2 Customer will promptly report to ClearCare any performance problems related to the ClearCare Electronic Claims Services, including a description of the circumstances surrounding their occurrence.
3.3 Customer will execute any and all applicable documents and comply with any and all applicable procedures, rules and regulations which ClearCare, the applicable Payer, or applicable law may require for transmission by ClearCare of Transactions to such Payer’s system, including without limitation, rules governing record retention, non-discrimination, and error resolution as promulgated by the ClearCare Electronic Claims Services, American Express, MasterCard, VISA, the settlement bank, and insurance carriers, each as amended from time to time. Customer also will adhere to such rules and regulations as are required by governmental agencies having jurisdiction, including the Department of Health and Human Services (“HHS”). Customer will provide all supporting documents requested by ClearCare necessary to comply with applicable rules and regulations. If submitting eligibility Transactions to State Medicaid programs, Customer hereby agrees to the following: (a) access to eligibility information will be restricted to the sole purpose of verification of Medicaid eligibility where Medicaid payment for medical ClearCare Electronic Claims Services has been requested by authorized parties or where otherwise permitted by federal or state statute or regulation; (b) verification of eligibility under the system is not a guarantee of payment, and the records as to the recipient’s eligibility status will be the final authority; (c) Customer indemnifies and holds harmless each State, its agents and employees, from any and all claims by such Customer or any recipient who is aggrieved by the actions of Customer hereunder; (d) Customer is an approved Medicaid provider in each State to which it submits eligibility Transactions, and has supplied its correct Provider Identification Number for each such State on the signatory page hereto; and (e) Customer agrees to abide by the Federal and State regulations regarding confidentiality of information.
3.4 Customer hereby appoints ClearCare as its attorney-in-fact for the limited purpose of using the information Customer provides to submit electronic Transactions and/or sign hard copy (paper) Transactions on Customer’s behalf to third-party Payers or processors, including but not limited to commercial insurers, Medicare, Medicaid, and government agencies, and, where appropriate, agencies or carriers covering work-related accident or illness benefits, where Customer’s signature is required for Transaction processing. Customer acknowledges that ClearCare is not responsible for the content or adjudication of any insurance claim, and Customer retains all liability on such claims and agrees to indemnify and hold ClearCare and Clearinghouse Partner harmless on account of all such claims, including the reconciliation or adjustment of any claim.
3.5 Customer will only submit Transactions to the ClearCare Electronic Claims Services on behalf of physicians or suppliers that have executed appropriate written authorizations for such submission, and a true copy of such authorization will be furnished to ClearCare upon request. Customer will maintain each claim, if applicable, for a period of 72 months in such manner as to assure that such claim can be associated or identified with a claim form from the applicable physician or supplier.
3.6 Customer will retain records relative to Customer’s use of the ClearCare Electronic Claims Services in accordance with sound business practices, and ClearCare or Clearinghouse may request access during normal business hours upon reasonable advance notice to such records as are reasonably necessary to examine Customer’s compliance with its obligations hereunder.
4. Fees. Section 7.1 of the ClearCare Terms will not apply to the ClearCare Electronic Claims Services. In consideration for the access to the ClearCare Electronic Claims Services, Customer will pay to ClearCare the fees set forth in the applicable Order Form. All fees are due and payable in accordance with the payment schedule set forth in the applicable Order Form.
5. Specific Disclaimers Related to the Clearinghouse Products and Services.
5.1 CLEARCARE DOES NOT GUARANTEE THE PAYMENT OR THE TIMING OF PAYMENT OF ANY CLAIMS SUBMITTED THROUGH THE CLEARCARE ELECTRONIC CLAIMS SERVICES. PAYMENT REMAINS THE RESPONSIBILITY OF THE PARTICULAR PAYER OF HEALTH CARE SERVICES AND/OR SUPPLIER TO WHICH THE CUSTOMER IS SUBMITTING.
5.2 ClearCare and Clearinghouse will have no responsibility for determining the accuracy of any claim submitted, for settling disputed claims, for settling disputed payments, for settling disagreements or disputes between a Payer and Customer, for any liability for the acts of a Payer and/or Customer that violate the Social Security Act and related regulations and/or guidelines, or for any liability foreseeable or otherwise occurring beyond ClearCare’s and Clearinghouse’s transmission of data.
6. Term, Suspension and Termination.
6.1 These Supplemental Terms will be co-terminus with any Order Form pursuant to which any ClearCare Electronic Claims Services are ordered.
6.2 ClearCare may suspend Customer’s access to the ClearCare Electronic Claims Services, or any portion of the ClearCare Electronic Claims Services, at its discretion, immediately and without notice for any reason, including as necessary to comply with applicable law and regulatory requirements, or in the event that an agreement with a critical vendor, including Clearinghouse, is terminated or suspended. ClearCare will use commercially reasonable efforts to provide Customer 30 days’ written notice of any such termination.
6.3 Upon expiration or termination of this Agreement for any reason, the provisions of Sections 4, 5, 6 and 7 will survive.
7. Miscellaneous.
7.1. The parties will comply with all applicable laws, and each party will secure any license, permit or authorization required by law in connection with those aspects of the transmission process for which it is responsible under this Agreement.
7.2 Each party represents and warrants that, as of the Effective Date of any Order Form, neither it nor its medical staff, partners, officers, directors, or employees are or have been (i) sanctioned for, or convicted of, a criminal offense related to health care or (ii) barred, suspended or terminated from participation in a state or federal health care program. Each party agrees that, should it or its medical staff, partners, officers, directors, or employees become so sanctioned, convicted, barred, suspended or terminated, this Agreement will automatically terminate.
