Subject to the terms of this Services Agreement, entered into between Mano AI Inc. (the “Company”) and you (“Client”), the Company will use commercially reasonable efforts to provide you the Services as set forth in that certain Statement of Work (as defined below). This Services Agreement is incorporated by reference into, and forms a part of, the Statement of Work executed by Client and Company. Any capitalized terms not defined in the Statement of Work will have the meaning ascribed to them in this Services Agreement.
1. Services
Client will upload to Company’s proprietary platform (the “Platform”) such information as is required to describe Client’s claim with third party insurance providers (each a “Claim”) and Company will file a dispute following the guidelines of the Independent Dispute Resolution Process and in accordance with the Federal No Surprises Act (the “Services”) as set forth in a Statement of Work entered into by and between Client and Company (the “Statement of Work”). Company shall use commercially reasonable efforts to initiate and prosecute Claims in accordance with applicable statutory and regulatory timelines.
2. Access to Services
Following the parties’ execution of this Services Agreement and subject to Client’s compliance with the terms of this Services Agreement including all payment obligations, Company will provide the Services on the terms as stated in the Statement of Work. Company may decline to pursue or continue pursuing a Claim based on documented, commercially reasonable criteria related to likelihood of recovery, claim size, or similar considerations. The Client will be informed of this “return” in writing by Company. Upon Client’s reasonable request, Company shall provide a summary written explanation of the basis for such decision.
3. Term
Subject to earlier termination as provided below, this Services Agreement is for the Initial Service Term as specified in the Statement of Work and shall automatically renew for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current Term. Upon expiration or termination of this Services Agreement for any reason, Company shall continue to manage all Claims submitted to the IDR process prior to the effective date of such expiration or termination through their final determination (each, a “Continuing Claim”). Each Continuing Claim shall be governed by the terms of this Services Agreement and applicable Statement of Work, including, but not limited to, Client’s payment obligations under Section 5.
4. Client Obligations
Client will not, or permit any employee, agent or third party to: (a) copy, reproduce, decompile, disassemble, reverse engineer, or create derivative works of the Platform or the Services; or (b) use its access Platform or the Services to develop or assist in development of a similar product or service. Company reserves the right to suspend access to the Services at its sole discretion if it reasonably believes that Client is in violation of any of the terms and conditions of this Services Agreement or is otherwise misusing the Services. The Services are provided on a non-exclusive basis. Client retains the right at any time to engage other service providers, in-house teams, or third parties for claims management, IDR, or related services with respect to any of Client’s Claims, including Claims eligible for submission to Company. Client’s submission practices are governed solely by the “Claim Submission” provision of the Statement of Work, and nothing in this Services Agreement creates any exclusivity, right of first refusal, or volume commitment in favor of Company.
5. Payment
In consideration for Company’s provision of the Services under this Services Agreement, Client agrees to pay to Company the fees set forth on the Statement of Work attached hereto. Client shall make such payments using the method and on the schedule set forth in the Statement of Work or as otherwise agreed by the parties. If Client’s payments are not timely, then Company may promptly suspend Client’s access to any portion or all of the Services until payment due is paid in full. The amounts payable by Client under this Services Agreement are exclusive of taxes and similar assessments. Client is responsible for any applicable taxes (excluding taxes based upon Company’s net income), including, without limitation, any sales, use, levies, duties, or any value added or similar taxes payable with respect to Client’s access to the Services.
Client shall maintain accurate records of all payments received from health plans and insurers with respect to Claims submitted by Company for at least three (3) years following receipt of each such payment. Upon reasonable advance notice, Company may review Client’s books and records to verify the accuracy of payments due under this Services Agreement. If any such review reveals an underpayment exceeding five percent (5%), Client shall, within ten (10) calendar days after notice thereof, pay Company the amount of such underpayment together with Company’s reasonable out-of-pocket costs incurred in connection with the review.
6. Clawbacks and Recoupments
Client’s obligation to pay Services Fees applies only to amounts actually received and retained by Client. If any payment received by Client from a health plan or insurer in connection with a Claim is subsequently subject to recoupment, offset, reversal, refund demand, audit adjustment, or similar action (a “Clawback Event”), Client shall promptly notify Company in writing with reasonable documentation. Upon such notice, Company shall hold the Services Fees attributable to the affected amount in suspense pending resolution of the Clawback Event. If Client ultimately retains the disputed funds, Company shall retain the held Services Fees. If any portion of the payment is ultimately recouped, offset, reversed, or refunded, Company shall promptly refund to Client the portion of Services Fees attributable to such amount. Company shall reasonably cooperate, at no additional cost, with Client in responding to, appealing, or contesting any Clawback Event, and shall provide reasonable supporting calculations and documentation upon request to substantiate any Services Fees due. This obligation shall survive termination of this Services Agreement.
7. Compliance
Each party will comply with all laws and regulations that apply to its activities under this Services Agreement including the No Surprises Act Addendum attached to and incorporated into this Services Agreement as Exhibit A. Client shall maintain all licenses, permits and approvals needed to conduct its business. Client represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Services Agreement, including all licenses and permits. If any representation or warranty of Client under this Services Agreement or the NSA Compliance Addendum is materially inaccurate with respect to a Claim, and such inaccuracy results in the dismissal of, or adverse determination on, such Claim, Client shall reimburse Company for any filing fees and other out-of-pocket costs advanced by Company in connection with such Claim within thirty (30) days receiving written notice from Company.
8. Warranty Disclaimer
COMPANY PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF SATISFACTORY QUALITY, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND DATA ACCURACY. COMPANY DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SERVICES SHALL RESULT IN ANY SPECIFIC OUTCOME. COMPANY SHALL HAVE NO LIABILITY FOR THE ACCURACY OF ANY RESULTS FROM USING THE SERVICES.
9. Limitation of Liability
EXCEPT FOR (I) BREACHES OF CONFIDENTIALITY, (II) INDEMNIFICATION OBLIGATIONS, (III) GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, AND (IV) COMPANY’S OBLIGATIONS UNDER SECTION 6 (CLAWBACKS AND RECOUPMENTS), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, OR STRICT LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST BUSINESS, LOST PROFITS, LOST SAVINGS, OR LOST OR CORRUPTED DATA), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS, SERVICES, TECHNOLOGY OR RIGHTS. SUBJECT TO THE FOREGOING EXCEPTIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS SERVICES AGREEMENT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO COMPANY UNDER THIS SERVICES AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY THOUSAND DOLLARS ($50,000).
10. Indemnification
Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party (the “Indemnified Party”) from and against any and all third-party claims, and any resulting liability, loss, damages, costs and expenses (including reasonable attorneys’ fees), arising out of or related to the Indemnifying Party’s (i) breach of this Services Agreement, (ii) violation of any applicable law or regulation, or (iii) gross negligence or willful misconduct.
11. Ownership
As between Company and Client, Company exclusively owns all right, title and interest in and to the Services (including any and all related inventions, know-how, designs, methodologies, code, modifications, enhancements, derivative works, and any updates to the Services, whether or not resulting from Client’s use of the Services), the Platform and all intellectual property rights therein. Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Platform and the Services and related systems and technologies (“Usage Data”). Company may use and disclose Usage Data in aggregated and de-identified form for product improvement, benchmarking, research, analytics, and Company’s other business purposes, during and after the Term. Company shall not identify Client by name, or use Client-specific data in any individually identifiable form, in any case study, marketing material, press release, or external communication without Client’s prior written consent, which shall not be unreasonably withheld for routine, non-confidential use cases.
12. Confidentiality
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services and Platform. Proprietary Information of Client includes non-public data provided by Client to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information; and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law.
13. Termination
Either party may terminate this Services Agreement: (i) for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach; or (ii) subsequent to the Initial Service Term, upon at least sixty (60) days’ prior written notice to the other party. All sections of this Services Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
14. Relationship of the Parties
The parties are independent contractors. Nothing in this Services Agreement creates an agency relationship, partnership, joint venture, or any similar relationship between the parties. There are no third party beneficiaries to this Services Agreement.
15. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Services Agreement (except the payment of money owed) to the extent such delay or failure results from causes beyond its reasonable control, including but not limited to delays or outages in the federal IDR process or portal, government actions, changes in law or regulation, or acts of God; provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as commercially feasible.
16. Miscellaneous
This Services Agreement shall be governed by laws of the State of New York without giving effect to its conflicts of law principles. The exclusive jurisdiction and venue for any and all actions arising out of or brought under the Services Agreement is in the state and federal courts located in New York, NY. If any provision in this Services Agreement is unenforceable, the remaining provisions will continue in full force provided the original intent of the parties can still be fulfilled, and the unenforceable provision shall be modified to the minimum extent necessary to be effective. A party’s failure to exercise any right or remedy hereunder will not operate as further waiver of such right or remedy in the future or any other right or remedy. This Services Agreement may not be assigned or transferred by Client without Company’s prior written consent, and any unauthorized assignment or transfer shall be null and void and without effect. All notices shall be in writing, and shall be deemed given when personally delivered, emailed with confirmation of transmission, or upon receipt after being sent by commercial overnight courier service with tracking capabilities, to the address of the party to be noticed as set forth in this Services Agreement or such other address as such party last provided to the other by written notice. This Services Agreement and any attached exhibits, schedules and annexes constitutes the entire agreement and understanding between the parties with respect to this subject matter hereof and supersedes all other prior or contemporaneous understandings, communications and representations relating to the same subject matter.
Exhibit A
No Surprises Act (NSA) Compliance Addendum
This No Surprises Act (“NSA”) Compliance Addendum (“Addendum”) is incorporated into, amends and supplements the Services Agreement. Capitalized terms not defined in this Addendum have the meanings set forth in the Services Agreement or the NSA, as applicable.
1. Purpose and Authority
Company and Client wish to ensure compliance with the federal No Surprises Act, as implemented at 45 C.F.R. Part 149 (including Subparts B–G), related guidance from the U.S. Departments of Health and Human Services, Labor, and Treasury, and CMS program materials (collectively, the “NSA Requirements”).
2. Scope; Covered Services
(i) Covered Scenarios. This Addendum applies to:
a. Emergency services (including post-stabilization as applicable) furnished by Client;
b. certain non-emergency services furnished by Client when acting as an out-of-network health care provider at an in-network facility; and
c. air ambulance services, each as defined by the NSA Requirements. Ground ambulance services are expressly excluded unless mandated by Applicable Law.
(ii) Ancillary Services. NSA “ancillary services” (e.g., anesthesiology, pathology, radiology) provided at in-network facilities are covered and not eligible for patient consent waivers as described in Section 6.
3. Prohibition on Balance Billing; Patient Cost-Sharing
(i) No Balance Billing. Client represents that it has not billed, and has ensured its Subcontractors and Covered Professionals have not billed, patients more than the in-network cost-sharing amount for Covered Services subject to the NSA Requirements (“Balance Billing Prohibition”).
(ii) Cost-Sharing Calculation. Client represents that patient cost-sharing has been calculated using the Qualifying Payment Amount (“QPA”) or other amount as required by the NSA Requirements and has provided patients with the QPA and required disclosures contemporaneously with the initial payment or denial.
(iii) Contract Supremacy. To the extent the Services Agreement or any Client financial policy conflicts with the Balance Billing Prohibition or QPA methodology, the NSA Requirements shall control.
4. Initial Payment and Claims Processing
If Provider has engaged in delegated managed care claims review, Provider represents that: it has issued an initial payment or denial within thirty (30) calendar days of receipt of a clean claim for Covered Services, consistent with NSA Requirements; and with the initial payment or denial, Provider has disclosed QPA information and any other elements required by NSA regulations and guidance (e.g., whether the QPA is derived from contracted rates, applicable service code, and geographic region), and supplied any reasonably necessary billing codes and documentation to facilitate such calculation.
5. Patient Disclosures; Notice Posting
(i) Model Disclosure Notice. Provider represents that it has conspicuously posted and maintained the Model Disclosure Notice of patient rights under the NSA on its website and in physical locations accessible to patients, and has furnished copies to patients upon request.
(ii) Evidence of Notice Posting. Upon Company’s request, Provider shall supply evidence of posting and the current version of the notice.
6. Limited Consent Exception (Non-Emergency, Non-Ancillary)
(i) Consent Requirements. For eligible non-emergency, non-ancillary services provided by an out-of-network Provider at an in-network facility, Provider represents that it has billed the patient at out-of-network rates only if Provider obtained a valid written consent and provided a written estimate in accordance with the NSA standard form and timing requirements.
(ii) Documentation. Provider represents that it has retained consent documentation for the period required by law and to furnish to Company upon reasonable request.
7. Good Faith Estimates (Uninsured/Self-Pay)
(i) GFE Obligation. For uninsured or self-pay individuals, Provider represents that it has issued Good Faith Estimates (“GFEs”) upon scheduling or upon request that included expected charges for the primary item/service and all reasonably expected co-provider/co-facility charges.
(ii) Selected Dispute Resolution (“SDR”). Provider represents that it has cooperated with the Patient-Provider Dispute Resolution (“SDR”) process where a bill substantially exceeded the GFE, consistent with Subpart G.
8. Open Negotiation and Federal IDR
(i) Open Negotiation. Provider represents that if it was not able to agree on payment for an out-of-network Covered Service after the initial payment/denial, it complied with the 30-day Open Negotiation period in the manner prescribed by the NSA Requirements.
(ii) IDR Process. Provider represents that where applicable and following Open Negotiation, it complied with the Federal Independent Dispute Resolution (“IDR”) process.
(iii) IDR Determination. The certified IDR entity will select one of the Parties’ offers after considering the QPA and other permitted statutory factors. The Parties shall comply with the IDR determination and any payment timelines.
9. Records; Audit; Cooperation
Provider shall maintain accurate records evidencing compliance with this Addendum (including consent forms, GFEs, and claim submissions) and shall cooperate with reasonable Company requests and with any federal inquiries related to NSA compliance.
10. Subcontractors and Covered Professionals
Provider shall ensure that all Covered Professionals and Subcontractors furnishing Covered Services comply with the NSA Requirements, including the Balance Billing Prohibition and notice obligations.
11. Regulatory Changes; Amendments
Client and Company shall in good faith update this Addendum to reflect material changes to 45 C.F.R. Part 149, CMS guidance, or applicable court decisions impacting NSA implementation, including QPA calculation and IDR operations. Any such changes shall be effective as required by law, with conforming written amendments executed promptly.
12. Relationship to Agreement; Conflict
If there is any inconsistency between this Addendum and the Services Agreement, this Addendum controls to the extent necessary to comply with the NSA Requirements. Otherwise, the Addendum remains in full force and effect.
13. HIPAA Compliance
To the extent Company receives, creates, maintains, or transmits Protected Health Information (as defined by 45 C.F.R. § 160.103) in connection with the Services, the parties shall execute a Business Associate Agreement in the form attached hereto as Exhibit C prior to the transmission of any such information. Company shall comply with all applicable provisions of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder.
Questions about this agreement? Contact us at [email protected].