This Master Healthcare Service Agreement (herein referred to as the “Health Partner Agreement” or “Agreement”) was entered into as of the date of the signature below (the ‘Effective Date’) by Med-Kick Inc. (herein referred to as “Med-Kick”), a Florida Incorporation with an address of 313 Datura st suite 200, West Palm Beach, Florida 33401 and the above named HP (herein also referred to as the “HP”).

WHEREAS, Med-Kick is in the business of providing remote patient monitoring (RPM), chronic care management (CCM), transitional care management (TCM), behavioral health integration (BHI), principal care management (PCM), and other services (including, but not limited to, the provision of related services which together collect and present health-related data obtained from patients through the use of medical devices, verbal communication and/or a cloud-based platform) to healthcare HPs and entities.

WHEREAS, HP is seeking to implement remote patient monitoring, chronic care management, principal care management, and/or other services to the patient population HP serves. 

NOW, THEREFORE, for valuable consideration, the receipt, adequacy, and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:  

1. Engagement of Med-Kick: HP engages Med-Kick to provide Devices and the Med-Kick Services to Patients (herein referred to as “Patients”) who agree to receive RPM, CCM, BHI, PCM, and/or services (herein referred to as “Services”) as ordered by HP. Using Med-Kick’s proprietary Care Guide, a Remote Patient Monitoring platform technology, together with EHR systems utilized by HP’s physician members as necessary to document patient interactions, Med-Kick will provide specialized agents (non-clinical agents for the enrollment calls and Certified/Registered Medical Professionals CMAs/ MAs/ LPNs/ RNs for the monthly clinical calls), who will place outbound calls to select patients (as defined by HP) to enroll them into the selected programs including Remote Patient Monitoring (hereinafter referred to as "RPM”), Chronic Care Management (hereinafter referred to as "CCM”), Behavioral Health Integration (hereinafter referred to as "BHI”), Principal Care Management (hereinafter referred to as "PCM”), and/or other services to speak with them about their vitals, chronic conditions, use of health technology, setting up a care plan and monitoring general well-being, then document the results of the calls in the EHR systems utilized by HP’s physician members, as necessary. The time tracker component of Med-Kick system will track the logged time of the certified medical professionals, and the completed supervision of data and subsequent 20-minute patient encounters each month. 

1. The Care Coordinators who will be speaking with patients on a monthly basis will not be providing any clinical advice, medical recommendations, or suggested changes to a patient’s treatment plan. The primary objective of the monthly calls is to check in with the patient in between office visits and reinforce/augment their current treatment plan recommended by the HP, educate them on their chronic conditions and for RPM patients, using Med-Kick’s monitoring technology, such as: blood pressure, blood sugar, oxygen saturation, pulse and weight monitors, establishing program goals and objectives for the patient, and helping the patient achieve those goals, by: assessing their current condition and documenting a plan of care, educating the patient about their conditions and steps they can take to improve their health (e.g., around wellness programs, nutrition, exercise, sleep, etc) performing medication reconciliations, helping with various care coordination activities, noting any changes in condition or medication, and conveying any areas of potential concern to the physician. For any acute or emergency situations, the Care Coordinators will follow an Escalation Communication Protocol developed jointly with HP. Med-Kick will provide each patient with device-specific training, including proper usage frequency and compliance expectations, as part of the onboarding process.

2. USAGE : NOT FOR EMERGENCY USAGE, No Real Time Monitoring: The Remote Patient Monitoring System is not designed to, and must not be used to replace emergency, first responder or paramedic care and does not provide a means to request emergency services (i.e., 911). HP and Med-Kick Care Coordinator shall instruct Patients not to rely on the System in the event of an emergency. The System does not provide or guarantee any real-time monitoring of Patient health, nor does it guarantee real-time alarms or alerts. The System is not intended for use for intensive or critical care monitoring and does not guarantee real-time transmission of medical sensor data.

3. For BHI services; Med-Kick agrees to provide general BHI services for providers who opt-in for the program. General BHI services will include monthly services that pertain to CPT code 99484, and are delivered using BHI models of care. This includes systematic assessment and monitoring, care plan revision for patients whose condition is not improving adequately, and a continuous relationship with a designated care team member. Eligible conditions are classified as any mental, behavioral health, or psychiatric condition treated by the billing practitioner, including substance use disorders, that, in the clinical judgment of the billing practitioner, warrants BHI services. The diagnosis or diagnoses could be either pre-existing or made by the billing practitioner and may be refined over time.

2. Enrollment of Individuals.   Med-Kick shall manage responsibility to enroll the Patients in the Services and provide HP’s physician members with devices for use by the patients. In connection with the request, Med-Kick will provide a signed counterpart of HP’s Patient Agreement, witnessed on behalf of the Patient via the portal.  The provision of the Patient Agreement by Med-Kick shall constitute HP’s representation to that the HP explained the purpose of the Patient Agreement to the Patient, answered any questions the Patient had about the Patient Agreement to the apparent satisfaction of the Patient, and verified the signature of the Patient or legally authorized person signing on behalf of the Patient is valid or received verbal confirmation of consent. 

1. Med-Kick shall, upon the request of HP or its physician members, terminate the enrollment of any Patient in its Service. HPs Patients enrolled in the Med-Kick Services are referred to as “Enrolled Patients.”  Upon termination of the enrollment of an Enrolled Patient, the HP and its physician members shall make commercially reasonable efforts to secure the return of the Med-Kick devices provided to the Patient and shall return it Med-Kick promptly after it has been returned by the Patient. Cancellation will take effect on the first day of the subsequent billing month and any services rendered prior to the first day of the subsequent billing month remain HP’s responsibility. 

2. HP agrees to be solely responsible for the eligibility for reimbursement under the relevant payment program of medical services provided in connection with Med-Kick devices and Service, and for complying with all applicable Medicare requirements for the provision of such services and for claiming payment for such services.  

3. Provision of Service.  Med-Kick shall attempt to provide the services to HP’s and its physician members for each Enrolled Patient. The Services shall be provided substantially in accordance with the documentation for the Services from time to time made available to HP by posting on its affiliated web site “The Documentation”. All functionality, features, specifications and other information about the Med-Kick devices or Services, including, but not limited to, the benefits, the design, components, performance, availability, and capabilities of the product and services are subject to change without notice or obligation.  Any material change will be reflected in the Documentation. 

3.b Med-Kick shall perform the following services:

• Enroll eligible patients

• Provide onboarding and education

• Monitor patient vitals using approved devices

• Review and respond to alerts

• Document monthly patient interactions

• Generate billing summaries in accordance with CMS guidelines

4. License. Med-Kick grants to HP and its physician members a limited, nonexclusive, non transferable license to use the Med-Kick Services and any related software during the term of this Agreement and subject to the provisions of this Agreement, solely for the HP’s internal use in providing services to their Patients in connection with HP’s RPM Program. HP acknowledges that the Med-Kick Services contain trade secrets of Med-Kick, and, in order to protect such trade secrets, HP agrees not to disassemble, decompile or reverse engineer any component of the Services nor permit any third party to do so, except to the extent such restrictions are prohibited by law. Med-Kick reserves title, all rights and licenses in and to the Service not expressly granted to the HP and its physician members under this Agreement. Upon termination of this Agreement, HP and its member physicians shall cease to use the Med-Kick Service and related software, and HP may, without further notice, terminate HP and its physician members’ access to the Med-Kick’s Service, and also terminate Med-Kick services to any of HP’s Patients enrolled in the Med-Kick RPM Service. HP agrees to be solely responsible for notifying his or her patients of the termination of their participation in the Med-Kick Service.

5. HIPAA Breach Indemnification The Party responsible for a HIPAA breach shall bear all costs of required notifications, remediation, and regulatory fines. If caused by Med-Kick, Med-Kick is responsible; if caused by HP, HP is responsible; if both contribute, costs are shared based on fault. Both Parties shall cooperate to ensure compliance with HIPAA and applicable laws.

6. Billing and Collection. 

1. HP will have the option to elect to have Med-Kick billing partner team submit claims on behalf of HP or be solely responsible for billing for services provided by Med-Kick, including ensuring that all such services are provided and billed in strict accordance with all applicable laws, regulations and payer program policies.

2. Denial of payment by payor source: In the event payment from a payor source is denied, fails to occur, or is incorrectly billed by the (HP) or entity, the billing provider or entity (HP) shall be made aware of the denial and instructed to resubmit the claim the following month with any identified billing issues remedied. In the event the corrected claim resubmission is also denied, HP and Med-Kick will discuss each situation on a case-by-case basis. Additionally, in the event a payor denies reimbursement for a service not related to a submission error, Med-Kick agrees to waive the monthly fee(s) (as set forth in this Agreement) for said patient(s) through the issuance of a credit on the following monthly invoice to HP.

7. Fees & Payment Terms.

7.1 HP will pay compensation to Med-Kick for the Services as defined in Section 6 – Pricing Model for all services, Support attached hereto and incorporated herein.

7.2 Billing

• Monthly service claims will be billed at the beginning of the month following the month in which services were provided.

• Med-Kick will electronically invoice HP for all patients that meet CMS care time and monitoring requirements.

• Invoices will include a detailed list of eligible patients and CPT codes satisfied.

7.3 Devices

• Patient hardware (scales, BP monitors, glucose meters, pulse oximeters, thermometers, EKG, peak flow devices) is included in the service fees.

• Devices remain the exclusive property of Med-Kick.

• HP is financially liable for unreturned devices ($100 per unit).

• Devices must be returned within 60 days of termination or disenrollment.

7.4 Collections

• Payment is due within 30 days of invoice receipt.

• A 10-day grace period applies before late fees accrue.

• Late fees: $200 or 5% of the outstanding balance per month, whichever is greater.

• Accounts 60+ days delinquent: services may be suspended.

• Accounts 90+ days delinquent: Med-Kick may terminate the agreement with 2 weeks’ notice and pursue legal collection.

• Accounts 180+ days delinquent: Med-Kick reserves the right to report to credit bureaus (Experian, Equifax, TransUnion).

7.5 Disputes

• Billing disputes must be reported within 7 days of invoice receipt to [email protected].

• Both parties will work in good faith to resolve disputes before escalation.

• HP must continue paying undisputed amounts while disputes are under review.

7.6. Payment.

1. Monthly service claims will be billed at the beginning of the month following the month in which the services were provided, with reimbursement expected and due within thirty (30) days from the invoice receipt date. Med-Kick will electronically invoice HP for all patients that have met the Medicare care time and monitoring services requirements, Med-Kick will include with its monthly invoice a list of all patients that have satisfied the Medicare care time requirements.

2. In order to initiate services, HP agrees to complete Secure Payment authorization forms including the Automated Clearing House (ACH) forms. Billing will be processed as defined above. This obligation shall be due and payable by the due date stated on the invoice. 

3. HP authorizes Med-Kick to store and automatically charge HP’s payment method(s) the payment method(s) every month until HP cancels per Section 22 “Termination”.

8. Evaluation Devices. HPs will receive evaluation devices as part of the Med-Kick services. In the event that the HP will no longer use the Med-Kick services, HP must return the devices back to Med-Kick. 

9. Device Provisioning. HP acknowledges that certain hardware and equipment is necessary to enable RPM completion. The cost of such Patient Hardware such as: 

• Weight Scales, 

• Blood Pressure, 

• Blood Glucose, 

• Pulse Oximetry

• Thermometer

• EKG monitor 

• or Peak flow measuring devices

 is a part of or included in the Service Fees set forth. HP will not own Patient Hardware furnished by Med-Kick on behalf of HP. Med-Kick will provide and ensure delivery of devices to HP and patients, as agreed upon by Med-Kick and HP, and HP will not be billed for devices.

Med-Kick’s service fee covers the nursing monthly check-up calls to navigate the patients’ health needs, as well as patient’s medical device(s), replacement device(s), shipping costs, white glove servicing (patient and HP setup, education, training), cellular services, hosting, portal and ongoing HP support. Med-Kick’s monthly service fee begins as soon as Med-Kick initiates enrollment and/ or device(s) shipment to an enrolled patient. Each patient’s enrollment will automatically renew each month until the HP notifies Med-Kick that a patient is no longer enrolled in the program.

Upon termination of this Agreement for any reason, HP agrees to return all Med-Kick-owned medical devices provided to HP or its patients within sixty (60) calendar days of termination. Devices must be shipped to:

Med-Kick
640 Clematis Street, Suite 2733
West Palm Beach, FL 33401

Any device not returned within this period shall incur a replacement fee of $100 per device, payable by HP to Med-Kick. This fee shall be invoiced in the final reconciliation and shall be due within 15 days of invoice date, Devices remain the exclusive property of Med-Kick. HP agrees to instruct all patients to return devices upon program disenrollment. HP acknowledges responsibility for device recovery from patients and assumes financial liability for unreturned units. 

10. Independent Contractor. The parties intend that Med-Kick, in performing the Services specified in this Agreement, shall act as an independent contractor and shall have control over the work and the manner in which it is performed. Med-Kick is not to be considered an agent or employee of HP, and is not entitled to participate in any wages, salary, pension plans, bonus, stock, or other benefits that HP provides for its employees.

11. Access to Records. 

a. HP agrees to cooperate with Med-Kick and make available to Med-Kick the access to medical records needed to facilitate all Services, including granting Med-Kick ongoing electronic access to HP’s electronic healthcare record (EHR). This will include `HP granting of a login to Med-Kick personnel with permissions needed for Med-Kick to provide the Services under this Agreement and document patients interaction through services calls.

b. Use of Med-Kick Services and Systems. Compliance with Security Policies and Procedures. In accessing the Med-Kick’s provided portal or devices, HP agrees to comply with all privacy and security policies and procedures from time to time adopted by Med-Kick for the access to and use of the Med-Kick provided portal and devices. HP agrees to enforce such policies and procedures in connection with the use of the Med-Kick Service by HP’s workforce. Except as required by law, HP agrees to not permit any third party (other than HP’s authorized workforce) to have access to the Med-Kick’s provided portal or devices without the prior written agreement of Med-Kick. HP will promptly notify Med-Kick of any order or demand for compulsory disclosure of information if the disclosure requires access to or use of the portal or Devices, and HP will cooperate fully with Med-Kick in connection with any such demand.

12. Health Information. All individually identifiable health information of HP’s Patients that is obtained by Med-Kick from HP, or from a Patient while he or she is enrolled in HP’s RPM, CCM and or PCM Programs, shall be the property of HP, and shall be subject to the terms of the Business Associate Agreement. Med-Kick may disclose health information concerning a patient of the HP to emergency medical service agencies for the purpose of obtaining emergency medical care for the patients of the HP.

Subject to compliance with all applicable laws and regulations, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations, Med-Kick and its subcontractors shall have the right to collect, analyze, and use data generated through the use of the device provided under this Agreement, including data derived from Protected Health Information (“PHI”), provided such data is de-identified in accordance with 45 C.F.R. § 164.514. De-identified data may be used by Med-Kick and its subcontractors for any lawful purpose, such as product development, research, benchmarking, marketing, and commercial sales efforts. Neither Med-Kick nor any subcontractor shall attempt to re-identify any individual whose information has been de-identified and shall implement appropriate safeguards to prevent such re-identification.

13. Indemnification. Med-Kick and HP agree to mutually indemnify, defend and hold harmless each other from any and all claims, losses, expenses, and fees, including, but not limited to, attorney fees, costs, and judgments, that may be asserted against HP arising from or as a result of the acts or omissions of Med-Kick, its agents, servants, independent contractors and/or employees, or the use of Med-Kick provided devices in connection with the provision of health care services, HP agrees to hereby indemnify and hold Med-Kick and any partner Med-Kick works with harmless against any of its damages suffered by or claims against Med-Kick as described in Section 15 below.

14. Service Availability. The utilized devices use cellular radio transmissions to access the services and may be subject to transmission limitations, delays, and other problems inherent in the use of any communication path. This includes, without limitation: the failure, malfunction or interruption of any communication path due to human or natural causes including, without limitation, telephone, cellular, radio, Internet, and broadband problems or HP problems; radio or cellular transmission interference caused by, among other reasons, atmospheric or topographical conditions, or other conditions outside of Med-Kick’s control, including without limitation force majeure events. Med-Kick is not responsible for any damages or losses caused by these or other service interruptions.

15. Limitation of Liability. No action, regardless of form, arising out of the Services under this Agreement may be brought by either party more than one (1) year after the cause of action has occurred, except that an action for non-payment may be brought within one (1) year of the date of the last payment. HP agrees for themselves or their heirs, successors and assigns, that, to the fullest extent permitted by law, HP will limit their claims against or damages or other monetary relief against Med-Kick to direct damages and solely against Med-Kick. HP, their heirs, successors and assigns shall have no claims, direct or indirect, against or damages or other monetary relief, direct or indirect, against Med-Kick. Neither Med-Kick nor its contracted service providers will be liable for any incidental or consequential, indirect or punitive damages resulting from any claim in any way connected with this agreement or HP or their patient’s use of Med-Kick devices or services or Med-Kick or anyone else’s actions or inaction in connection with HP or their Patients use of devices or services. HP agrees that, except as expressly set forth in this agreement, the maximum liability of Med-Kick and its affiliates and contracted service providers in connection with any claim will be equal to HP’s cost of Med-Kick services for the six months preceding the event that gave rise to the claim exclusively limited to the affected patients. HP also agrees that, to the maximum extent permitted by law, these damages will be HP’s only remedy regardless of what legal theory (including, without limitation, breach of contract, breach of warranty, product liability or negligence) is used to determine whether Med-Kick or its contracted service provider were liable for the injury or loss. HP acknowledges that the fees Med-Kick charges for the service are not sufficient to allow Med-Kick to assume any greater liability, and without this limitation Med-Kick would not provide HP with the Med-Kick devices or the services. Except to the extent of the damages provided for above, and to the maximum extent permitted by law, on behalf of themself and their heirs, successors and assigns, HP waives all rights to recover compensation or damages of any kind relating in any way to this agreement or to his or her use of the Med-Kick devices or service.

16. No Warranty. 

a. In no event shall Med-Kick be liable to HP or any third party for any indirect, incidental, or consequential damages, including, but not limited to, damages attributed to lost revenues or profits, lost business opportunities, loss of data, information or programs, regardless of the cause of action arising out of, or in connection with, Med-Kick’s performance under the Agreement. Each party waives any claim against the other party for punitive or exemplary damages.

b. Med-Kick does not promise uninterrupted or error free services. Med-Kick does not make any guarantees or warranties that the devices or services will work as intended, or at all. And expressly disclaims all warranties, expressed or implied with respect to the devices and the services, including the warranties of merchantability and fitness for a particular purpose. 

C. No Warranty of Collection or Collectability; Responsibilities Of HP. Med-Kick makes no representation or warranty concerning the collectability of claims for the assigned services, and no promise or guarantee that it will collect anything on account of the assigned services. Without limiting the foregoing, Med-Kick makes no representation that the assigned services or any services provided in connection with the Med-Kick devices or Services are eligible for payment under the Medicare program or any other government or private payment program, and HP agrees that he or she is solely responsible for ensuring that all services for which claims for payment are made under this agreement are eligible for payment, though Med-Kick will make reasonable accommodations to verify insurance information, and that HP has complied with all necessary laws, regulations, and conditions for payment.

17. Force Majeure. Med-Kick shall not be liable for any failure to perform or delay in performance hereunder where such failure or delay is caused or occasioned by force majeure or an Act of God, riots, labor disputes, strikes, lockouts, shortage or inability to obtain energy, raw materials or supplies, government lockdowns, pandemic, war, or other circumstances beyond such party’s control (including telecommunications or other services provided by third parties) which shall prevent Med-Kick from providing any services, systems or products in the normal and usual course of its business.

Force Majeure shall also include, but is not limited to, cyberattacks, DDoS events, malware intrusions, or unauthorized security breaches that impact Med-Kick’s ability to deliver services. if a force majeure event prevents either party from fulfilling its material obligations under this Agreement for a continuous period of sixty (60) calendar days, either party may terminate this Agreement upon written notice to the other party without further obligation or liability, except for payment obligations accrued prior to such termination.

18. Non-Solicitation and Confidentiality

1. HP undertakes to Med-Kick that it will not for a period of two (2) years from the termination of this Agreement entice away or entice away from Med-Kick any employee of Med-Kick. HP acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of Med-Kick.

2. Med-Kick will take the following steps to ensure the security of its Med-Kick facilities (insofar as the use of HP's Confidential Information is concerned):

   1. Ensuring that no passwords are stored in an easily recognizable form on Med-Kick’s own systems in circumstances where a breach of Med-Kick's own internal security may reveal them;

   2. Ensuring that only those employees and contractors of Med-Kick who are required to access the facilities using HP's Confidential Information are able to do so;

   3. Ensuring that the Med-Kick’s facilities are not capable of being accessed by a system or user, which transits HP's Confidential Information.

3. HP may not disclose Med-Kick’s Confidential Information to any other person and may not use any Confidential Information except for the purpose of this Agreement. HP agrees to hold all Confidential Information in strict confidence and to take all measures necessary to prevent unauthorized copying, use, or disclosure of Confidential Information, and to keep the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain its confidentiality. HP may disclose Confidential Information only to members of his or her workforce who have a need to use it for the purposes of this Agreement. HP agrees to inform all such recipients of the confidential nature of Confidential Information and will instruct them to deal with Confidential Information in accordance with the terms of this Agreement. HP will promptly advise Med-Kick in writing of any improper disclosure, misappropriation, or misuse of the Confidential Information by any person, which may come to HP’s attention.

4. HP agrees that Med-Kick will suffer irreparable harm if HP fails to comply with his or her obligations set forth in this Agreement, and HP further agrees that monetary damages will be inadequate to compensate Med-Kick for any such breach. Accordingly, HP agrees that Med-Kick will, in addition to any other remedies available to it at law or in equity, be entitled to the issuance of injunctive relief to enforce the provisions hereof, immediately and without the necessity of posting a bond.

5. This Confidentiality Clause will survive the termination or expiration of this Agreement for any reason.

6. "Confidential Information" means any information concerning Med-Kick business, financial affairs, current or future products or technology, trade secrets, workforce, HPs, or any other information that is treated or designated by us as confidential or proprietary, or would reasonably be viewed as confidential or as having value to our competitors. Confidential Information shall not include information that Med-Kick or its Contractors makes publicly available or that becomes known to the general public other than as a result of a breach of an obligation by HP. Confidential Information does not include individuals' health information.

19. Return of Confidential Information. Med-Kick shall return promptly, upon request by HP, in the form and manner required by HP, any and all copies (either prepared by the Med-Kick or by HP) of the records, files, documents, materials, memoranda, and other data constituting or pertaining to such Confidential Information.

20. Non-Exclusivity. HP acknowledges that it has entered into this Agreement with Med-Kick on a non-exclusive basis and that Med-Kick may provide services of the same or a similar nature as the services provided to HP to any other party.

21. Term. This Agreement shall commence on Effective Date as signed below and shall continue for a period of one (1) year (the “Initial Term”). Unless written notice of termination shall have been received from the other party at least ninety (90) days prior to the expiration of the Initial Term or any additional term, the term of this Agreement shall automatically be extended for one or more further periods of twelve (12) months.

22. Termination. This Agreement may be terminated in the following circumstances:

1. By either party, by giving the other party on not less than ninety (90) days written notice in writing to that effect; after reimbursing or returning all medical devices to Med-Kick or

2. By Med-Kick, for convenience, upon providing sixty (60) days’ prior written notice to Health Partner. Med-Kick may exercise this right at its sole discretion, without the need to establish cause.

3. Immediately by Med-Kick, by providing notice in writing, if HP fails to remedy a breach of this Agreement, including following the terms of payment, within fourteen (14) days of receipt of notice from Med-Kick of such breach requiring it to do so; after reimbursing or returning all medical devices to Med-Kick or

4. By either party immediately, by providing notice in writing, if the other party files a voluntary petition in bankruptcy, has filed against it an involuntary petition in bankruptcy, makes an assignment for the benefit of creditors, has a trustee or receiver appointed for any or all of its assets, is insolvent or fails or is generally unable to pay its debts when due, in each case where such petition, appointment or insolvency is not dismissed, discharged or remedied, as applicable, within thirty (30) days.

5. Following termination, Med-Kick shall be entitled to continue to charge for services in accordance with Appendix B, for the service fee cycles prior to termination.

6. In addition, the following provisions shall survive termination: Confidentiality, Indemnification, Limitation of Liability, Governing Law and Dispute Resolution, Arbitration of Disputes, Limited Time for Bringing Claims, No Jury Trial and any other section which is intended to survive termination.

23. Governing Law. This Agreement shall be governed and construed and enforced in accordance with the laws of Florida, without giving effect to conflicts of laws principles. The parties agree that the venue of any dispute shall lie within Florida Palm Beach County and is Subject to the section entitled “Arbitration of Disputes” below, exclusive jurisdiction and venue of any action arising out of this Agreement or HP’s use of the Med-Kick devices or Services will be the state and federal courts located in the State of Florida.

24. Arbitration of Disputes: Any claim or dispute between you and Med-Kick in any way related to or concerning this Agreement, or the provision of services or products to HP, including any billing disputes (claim), shall be submitted to final, binding arbitration before the American Arbitration Association (“AAA”) in Miami, Florida. This Agreement to Arbitrate also requires HP to arbitrate claims against other parties relating to the services or products provided or billed to HP, including suppliers of services and products and partners and Med-Kick retail dealers, if HP also asserts claims against Med-Kick in the same proceeding. The parties acknowledge that the agreement affects interstate commerce and that the Federal Arbitration Act and Federal Arbitration Law apply to arbitrations under this Agreement. Before instituting arbitration, HP agrees to provide Med-Kick with an opportunity to resolve his or her claim by sending a written description of the claim to Med-Kick at: 640 CLEMATIS STREET #2733, WEST PALM BEACH FL 33401, and negotiating with Med-Kick in good faith regarding the claim. If the parties are not able to resolve the claim within thirty (30) days of receipt of HP's notice, then either party, instead of suing in court, may initiate arbitration proceedings with the AAA. Arbitration will be conducted under the AAA’s commercial arbitration rules, which are available by calling the AAA at (305) 358-7777 or visiting its web site at www.adr.org. Each party agrees to pay its own fees, costs, and expenses, including those for any attorneys, experts, and witnesses. An arbitrator may only award as much and the type of relief as a court with jurisdiction in the place of arbitration that is consistent with law and this agreement. An arbitrator may issue injunctive or declaratory relief but only applying to you and us and not to any other HP or third party.

25. No Jury Trial. To the maximum extent permitted by law, the parties waive their rights to a jury trial, and agree that any claim arising out of or connected with HPs use of the Med-Kick devices or Services to which the arbitration provisions of this Agreement are for any reason held not to apply, will be determined by a judge of the appropriate court.

26. Audit from Insurance Company: In the event of an audit of HP by the Centers for Medicare & Medicaid Services (“CMS”) or other insurance company, Med-Kick may be asked to present time logs of calls for specific records. If quality of service is in question, then Med-Kick and HP together will bear the burden and expense of defense and provide necessary details to either CMS or other insurance company. If requested, Med-Kick will implement internal audit protocols and create logs to minimize risk and provide evidence of its commitment to the highest levels of service.

27. Notices. All notices, requests, demands and other communications hereunder shall be deemed to have been duly given if delivered in writing, by fax, or by electronic email to the Med-Kick or HP address, phone number, or email address set forth below: 

Med-Kick Inc

640 CLEMATIS STREET #2733

WEST PALM BEACH, FL 33401

[email protected]

Fax: 855-551-5425

28. Severance. The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that provisions shall be deemed severed from the remainder of this Agreement.  The remainder of this Agreement shall be valid and enforceable.

29. Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

30. Authorization for communication: Med-Kick will be reaching out to patients for enrollment and monthly follow-up through multiple channels including but not limited to calling patients directly, mailers, text messaging, voicemail or email. These contacts will be made and placed by Med-Kick’s designated enrollment specialist assigned to the HP account, HP gives permission for Med-Kick to be acting as an extension of the providers from the HP's office. He/she will use HP's and provider's names specifically for interaction and communication channels as explained above. Med-Kick’s outbound calling system may reflect the HP’s main office number as the caller ID, where permitted by applicable law and with prior written consent from the HP. Patients will be informed that such calls originate from Med-Kick’s care coordination team. Patients will be provided with a direct contact line for their designated Care Coordinator. While Med-Kick strives to ensure timely support, response times may vary outside of regular business hours and urgent needs should follow the established escalation protocol..

31. Media and Advertisement material release: HP authorizes Med-Kick to the use, publication, distribution, broadcasting, reproduction, editing, and posting of the Released Media, as defined below, as well as any employees, affiliates, associates, representatives, or agents (collectively referred to as the "Audience") for any marketing, branding, legal reason or purpose. Release Media is including but not limited to social media, provider videos for patient enrollment, flyers, marketing and website posting. I hereby give consent to the use of this Released Media while knowing and understanding that my name, comments, and other identifying factors with the exclusion of contact information or personal private information, may be revealed to the general public, and other current or future HPs of Med-Kick.

32. Subcontractors and Third Parties: HP acknowledges and agrees that Med-Kick may use subcontractors and/or third parties to assist Med-Kick in fulfilling its obligations under this Agreement. While Med-Kick attempts to select its subcontractors and/or third parties with reasonable care, Med-Kick may utilize subcontractors and third-party service providers to fulfill its obligations under this Agreement. Med-Kick shall remain fully responsible for the performance of any subcontractor as if such services were performed directly by Med-Kick, and shall ensure that all subcontractors are contractually bound to comply with applicable terms of this Agreement, including HIPAA, BAA and PHI confidentiality provisions. HP acknowledges and agrees that the provisions of this Agreement limiting Med-Kick’s liability inure to the benefit of and are applicable to any third-party contractors engaged by Med-Kick to provide Services to HP.

33. Amendments.

a.  It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

b. Med-Kick reserves the right to change the Service and to amend this Agreement at any time, for any reason. Any amendment must be in writing. Service Agreement then in effect, or specifically identified as an amendment, revision or update to the Med-Kick Master Service Agreement, or specifically referred to in the Med-Kick MASTER Service Agreement. Med-Kick may from time to time change the terms of this agreement by posting the revised agreement or the amended or updated terms on our web site www.Med-Kick.com/affiliates, AND mailing or emailing HP a notice of the change at the email address set forth below. If HP does not agree to the change, he or she may terminate this Agreement as provided in Section 18, Termination. By continuing to use the Med-Kick service after Med-Kick emails HP notice of the change or post a revised agreement, HP is agreeing to the change. This agreement cannot be amended by oral statements made by Med-Kick, partners, employees, contractors, or by user guides, product or service descriptions, answers to frequently asked questions, or other explanatory or promotional material that Med-Kick provides.

c. Effective Date: This Agreement shall be effective as of the date of the signature below (‘Effective Date’). No provisions herein shall be construed as creating enforceable obligations prior to this date unless otherwise mutually agreed in writing, Any reference to the ‘Effective Date’ in this Agreement shall refer to the date on which this agreement is executed.

34. Collections

34.1 Collections for Unpaid Services

Med-Kick reserves the right to bill the HP account for unfulfilled payments. If payment is not received within fifteen (15) days after the due date, Med-Kick shall issue a written notice of delinquency to the HP. If the payment remains unpaid ten (10) days after the notice date, Med-Kick reserves the right to initiate collection procedures. Reasonable late fees not to exceed $200 or 5% whichever is higher per month,  subject to applicable state limits, may be applied to outstanding balances, Med-Kick will make good faith efforts to resolve any billing concerns collaboratively before escalating to formal collections.

• HP must pay Med-Kick within 15 days of invoice due date

• A 10-day grace period applies before late fees accrue.

• Fees for services are defined in Exhibit A.

• Billing disputes must be reported within 7 days

 34.2 Service Suspension

 In prolonged delinquency (4-6 weeks), Med-Kick may temporarily suspend or restrict access to HP services. Notice of potential service suspension shall be duly conveyed through written communication to the HP.  Med-Kick reserves the right to take legal action against delinquent accounts with a past due balance after 90 days from the first late payment and terminate the agreement with 2 weeks notice.  

34.3 Credit Reporting Rights

 For any account that remains unpaid for more than one hundred eighty (180) days and is deemed to be in default, Med-Kick reserves the right to report the delinquency to one or more of the major credit reporting bureaus, such as Experian, Equifax, and TransUnion. By entering into this Agreement, the HP acknowledges and consents to such reporting, and waives any claim for damages or liability arising from the accurate and lawful disclosure of such information to credit agencies.

35. Dispute Resolution in Payment Matters

   35.1 Dispute Mechanism

 Disputes arising from invoices or charges must be formally presented in written format to Med-Kick The written inquiry regarding invoices or charges can be sent to [email protected] within a stipulated 10 day window commencing from the invoice receipt date. The parties herein commit to engaging in diligent, good-faith efforts to expedite the resolution of any payment-related disputes. Med-Kick reserves the right to deny any resolution plan presented by the HP that does not cover the total amount due from the delinquent account. Med-Kick and the HP agree to work diligently on resolving the matter before taking any legal action; however, Med-Kick reserves the right to take legal action against the HP for any past due amount that cannot be resolved outside of the legal system.

35.2 Continued Payment

 In the interim period, when a payment dispute remains unresolved, the HP must uphold their commitment to remit undisputed payments per the agreed-upon payment terms.

36. Tax Liability

 36.1 Tax Responsibility

 HP ((HP)s are responsible for compliance with any applicable tax obligations, including but not limited to sales tax or value-added tax (VAT), pertinent to the services rendered within the ambit of this Agreement. Med-Kick will incorporate such taxes into invoices as mandated by relevant laws.

37. Modification of Payment Methods

  37.1 Notification Requirement

 HP ((HP)s retain the privilege of modifying or updating their designated receipt of payment method utilizing a written notification to Med-Kick Changes to the receipt of payment method will be duly discussed and mutually agreed upon by the parties.

  37.2 Transition Period

During the transitional phase of implementing a new payment method, the existing one shall remain operational until the updated payment method is effectively implemented.

38. Receipt Confirmation

  38.1 Issuance of Payment Confirmation

Med-Kick shall duly provide HP ((HP)s with a payment receipt or confirmation for all fees received. HP ((HP)s are responsible for retaining records of all payments executed under the purview of this Agreement for their internal financial and accounting records.

39. Authority: Both Med-Kick and HP have full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each has been properly authorized and empowered to enter into this Agreement. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.

40. Entire Agreement. This Agreement (together with its Appendices and Privacy Policy at med-kick.com/privacy-policy) shall constitute the complete, exclusive and final agreement between the parties with respect to the Article that is the subject of this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged and superseded by this Agreemen