Terms and Conditions
MTM Consulting Service’s Paid Webinar and Online Consultation User Agreement
This user agreement is a contract between you and MTM Services, LLC (MTM) governing your participation in an MTM paid educational webinar or Online consultation. If you are an individual, you must be at least 18 years old, or the age of majority in your state of residence to use MTM’s paid educational webinar services or Online consultation services. If you are a business, you must be a person with the correct authority to purchase MTM’s paid educational webinar services or Online consultation services.
By opening and using a MTM account, you agree to comply with all of the terms and conditions of this user agreement, including the Fee pages, and any upcoming changes described on the Policy Updates page at the time you accept this user agreement (which changes will apply to you on the indicated effective dates). These terms include an agreement to resolve disputes by arbitration on an individual basis. You also agree to comply with each of the other terms or agreements on the Legal Agreements page that apply to you and the following additional policies:
Agreement to Provide Consulting and Training Services
THIS AGREEMENT (“Agreement”) is entered into between MTM and the authorized person representing yourself or your company (“Client”) as of your checking the box to accept this agreement and making payment for the services you have selected via our web platform (the “Effective Date”).
RECITALS
MTM has developed a coordinated system of providing consulting and technical assistance in the field of behavioral healthcare; and
Client wishes to enter into the Agreement in order to obtain these consulting and technical services via paid group webinar, individual paid webinar, and/or onsite consultation which will be outlined in the description of the work to be delivered.
AGREEMENTS
The parties agree as follows:
1. MTMs Duties. During the Term of this Agreement, MTM will be responsible for the following:
1.1 Services. MTM will provide to Client the services (“Services”) selected on the website which will consist of Online Educational Webinars and/or Online Consultation to address the needs of the Client. MTM will assign the correct consultant (“Consultant”) to perform the Services on behalf of MTM, based upon the consultation topic and/or needs of needs of the client.
1.2 Scope of Services. MTM, through its Consultant, will perform only the Services selected via our website as part of this purchase, and will not perform any other services for Client without a written amendment to this Agreement that is signed by both parties.
1.3 Qualifications. MTM confirms that Consultant maintains all currently required licenses or certifications in good standing necessary to perform the Services.
1.4 Fees. MTM fees will be included in the consultation purchase agreement completed online by the Client, and will be paid at the time of the online order.
1.5 Compliance with Law. One of the federal government’s top priorities is the identification and elimination of healthcare fraud and abuse. To this end, the government expects health care providers, and the consultants working with the providers, to abide by applicable federal and state laws. MTM does not support and will not knowingly participate in activity which violates any federal or state law. If, in the course of providing Services under this Agreement, MTM or its Consultant discovers credible evidence of potential misconduct, MTM will notify the Client of that evidence so that appropriate action may be taken.
1.6 No Legal Advice. The parties acknowledge that MTM and its Consultant do not give legal advice and that MTM and its Consultant has not been retained to render legal advice. Client hereby acknowledges and agrees that any advice, materials, papers, presentations, webinars, representations, proposals, statements concerning any laws or regulations, opinions, recommendations, or information of any kind ("Work Product"), whether written or oral, provided by MTM, or its Consultant, in connection with the Services does not constitute a warranty, guarantee or assurance that the Work Product will survive legal or regulatory challenge or scrutiny. Client further acknowledges and agrees that:
a) MTM is not undertaking a financial audit of Client’s operations or finances; and
b) MTM is not responsible for:
(i) Billing errors made by Client or its agents or employees; nor
(ii) For any matters that are not specifically disclosed or brought to the attention of MTM during the course of the Engagement.
c) MTM is not undertaking any obligation to advise Client of future changes in best practices, or state or federal laws or regulations that may have a bearing on the Services provided under this Agreement.
2. Client Duties.
2.1 Fees and Payment. As consideration for the Services, Client will pay MTM the applicable fees for the consultation services requested.
2.2 Fees Due. All fees will be paid at the time of the consultation order is placed by the client. If MTM or the Client activate section 4.1 below to terminate the agreement, any retained fees remaining after all successfully delivered hours have been applied will be returned to the Client within 10 working days of the cancellation date
2.3 Corporate Integrity Agreement. Client warrants that it is not currently operating under a Corporate Integrity Agreement (“CIA”) nor is it in negotiations with the Department of Justice or United States Attorney related to a CIA. Client will inform MTM, in writing, if it is contacted by any authority that wishes for it to enter into a CIA.
2.4 Compliant with Law. Client acknowledges that as a health care provider funded, in part, by federal and/or state funds, it must comply with applicable federal and state laws including fraud and abuse laws. Client represents and warrants as follows:
a) Client is currently in compliance with applicable federal and state health care laws, including fraud and abuse laws;
b) To the best of Client's knowledge, Client is not a target or subject of a federal or state criminal, civil or administrative investigation;
c) Client is not a party to a criminal, civil or administrative action or proceeding concerning a potential violation of federal or state health care laws;
d) Client is not currently excluded, debarred or suspended from participating in any federal or state health care program.
During the term of this Agreement, Client shall take steps to ensure that it conducts its business in compliance with applicable federal and state health care laws. Client shall notify MTM if it becomes the subject or target of a federal or state criminal, civil or administrative proceeding concerning a potential violation of any federal or state health care law or if it is excluded, debarred or suspended from participation in a federal or state health care program.
2.5 Records. Client will make all books, records, and personnel available to MTM and its Consultant as necessary for the performance of the Services.
2.6 Full Disclosure. Client will fully disclose all information to MTM and its Consultant that is necessary for the performance of the Services.
2.7 Work Product. Client agrees that MTM maintains all US Copyright ownership rights to all research, working papers, PowerPoint slides, books, articles and Work Product, (including presentations) created pursuant to the Agreement and that Client has no ownership interest in any such US Copyrighted research, working papers, or Work Product. Unless expressly provided otherwise elsewhere in this Agreement, if the Parties jointly make or conceive any new Work Products or copyrightable material in connection with or in the performance this Agreement (hereinafter singularly and collectively "Joint Works"), then such Joint Works shall be owned jointly by the Parties unless one of the Parties elects not to participate in such joint ownership. Furthermore, Client may not disclose any such research, working papers, or Work Product to any third party without Consultant’s prior written consent. Similarly, Consultant may not disclose Joint Works without Client’s consent.
2.8 Proprietary Information. MTM and its Consultant agrees and acknowledges that the Client owns all intellectual property rights to Client’s copyrights, patents, databases, trade secrets, trade names, and trademarks in relationship to its Services and Documentation which includes any derivative works that result from this Agreement. All data, statistics, records, reports, programs, procedures, business processes, formats, screens, functionality and similar items obtained by MTM Services and its Consultant from or on behalf of Client shall at all times remain the sole property of Client. Nothing in this Agreement shall give the Client or MTM and its Consultant any rights in the respective proprietary information of the other Party.
2.9 Audio and Video Recording. Client understands and agrees that they are not allowed to record any of MTM’s trainings without express written approval from MTM Services via an MTM Recording Agreement. These agreements are only allowed for individual client’s only, and even with that agreement, at no point is the Client allowed to capture, distribute, sell and/or use a recording of an MTM training to other organizations outside of the Client’s organization.
3. Confidentiality.
3.1 Confidential Information. In connection with this Agreement, each Party may disclose to the other Party certain proprietary or confidential business information, databases, trade secrets, and innovations belonging to the disclosing Party (“Confidential Information”), the value of which might be lost if the confidentiality of such Confidential Information is not maintained. For the purposes of this Section 3.1, the contents of this Agreement and of any exhibits, schedules, addendums, and/or attachments are deemed Confidential Information. Similarly, information received from Client shall be deemed Confidential Information.
3.2 Non-Disclosure of Confidential Information. Neither Party shall (except to the extent expressly authorized by this Agreement) disclose the Confidential Information of the other Party to anyone not a party to this Agreement, nor shall either Party copy or reproduce any Confidential Information of the other Party unless expressly authorized to do so by such Party in writing. Each Party may disclose the Confidential Information of the other Party only to its employees, officers, agents or affiliates or, in MTM’s case, to its Consultant, who has a need to know the Confidential Information in order to accomplish the purpose of this Agreement and who (i) has been informed of the confidential and proprietary nature of such Confidential Information; and (ii) has agreed not to disclose such Confidential Information to any other person or entity. In order to preserve and protect the confidential or proprietary nature of any Confidential Information and to prevent such Confidential Information from falling into the public domain or into the possession of persons not bound to maintain its confidentiality, each Party shall handle the Confidential Information of the other Party with the same degree of care that it applies to its own Confidential Information, but in no event with less than reasonable care.
3.3 Limitation. The confidentiality provisions of this Agreement will not apply to:
a) information which at the time of disclosure is generally available to the public; or
b) information which after disclosure by either Party becomes published or generally available to the public, otherwise than through any act or omission on the part of the parties; or
c) information which either Party can show was in its possession at the time of disclosure and which was not acquired directly or indirectly from the other Party; or
d) information rightfully acquired from others who did not obtain it under pledge of secrecy to either Party; or
e) information required to be disclosed pursuant to a court, federal regulatory agency, or state regulatory agency order, or required to be disclosed pursuant to any federal or state statutory or regulatory provision provided the Party provides the other Party with five business days’ written notice of such disclosure.
3.4 Remedy. In the event Client breaches or threatens to breach any of the provisions of Section 3 of this Agreement, MTM is entitled to an injunction restraining Client from disclosing any such information or knowledge. Nothing contained herein will be construed as prohibiting or in any way limiting MTM from pursuing any other remedy available to MTM for such breach or threatened breach, including the recovery of damages from Client.
3.5 Electronic Communications. The parties will take all reasonable precautions to assure that all electronic communications, including but not limited to electronic mail (e-mail) and facsimiles, remain confidential and secure.
3.6 Marketing. Client agrees that MTM may add Client’s name to its client list for marketing purposes. The scope of work performed for Client by MTM will not be publicized without prior written or verbal approval by Client.
4. Term and Termination.
4.1 Term. The term of the Agreement will begin as of the Effective Date established above and will continue through the dates of service outlined in the description of services. Either Party may terminate this Agreement prior to the expiration of the Term by providing at least thirty (30) days written notice to the other Party of the intent to terminate this Agreement, which notice shall include the effective date of termination. In the event that Client terminates this Agreement within thirty (30) days of the Consultation Service Date(s) as set forth, Client shall (a) reimburse MTM for all fees and expenses incurred by MTM and its Consultant up to the effective date of termination in accordance with the billing procedures set forth in this agreement and (b) in addition, if, during the thirty (30) day notice period, MTM is unable to reschedule its Consultant to provide Services to another client on the Consultation Service Date(s), the Client shall pay MTM the full amount due to MTM for any Consultation Service Date(s) for which MTM is unable to reschedule its Consultant.
4.2 Survival. Client’s obligations as set forth in Sections 2.1, 2.2, and 3 shall survive the termination of this Agreement.
5. Notices. Notice will be deemed given upon receipt of the notice. Any notices to be given by either Party under this Agreement will be sent by United States Postal Service, postage prepaid, certified, return receipt requested, or delivered by email (with confirmed receipt) and addressed to the other Party as set forth below:
Notices to MTM Services will be addressed as follows:
Scott C. Lloyd, President
M.T.M. Services, LLC
P. O. Box 1027
Holly Springs, NC 27540
919-395-5911
Notices to Client will be addressed as per the contact information entered at the time of purchase.
6. Miscellaneous.
6.1 Interpretation; Counterparts. This Agreement, including the exhibits, attachments, and amendments, constitutes the entire understanding of the parties with respect to the Services and supersedes any and all prior agreements, writings and understandings. This Agreement is the result of negotiations between the parties and, accordingly, will not be construed for or against either Party regardless of which Party drafted this Agreement or any portion thereof. The Article and Section headings contained in this Agreement are for the convenience of reference only and will not affect the meaning or interpretation of any provision hereof. This Agreement may be executed in several counterparts, all of which taken together will constitute a single binding agreement between the parties.
6.2 Entire Agreement. This Agreement and its exhibits, attachments, and amendments constitute the entire Agreement between the parties.
6.3 Severability. In the event any term or provision of this Agreement is declared to be invalid or illegal for any reason, this Agreement will remain in full force and effect and the same will be interpreted as though such invalid and illegal provision were not a part thereof. The remaining provisions will be construed to preserve the intent and purpose of this Agreement and the parties will negotiate in good faith to modify the provisions held to be invalid or illegal to preserve each Party’s anticipated benefits thereunder.
6.4 Binding Effect; Assignment. The Agreement will be binding on the parties and their respective successors and permitted assigns. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other (which consent will not be unreasonably withheld).
6.5 Independent Contractors. Client, MTM and its Consultant are separate and independent entities. The relationships between Client, MTM and its Consultant are purely contractual and neither Client, MTM nor its Consultant or their employees or agents, will be considered the employee or agent of any other.
6.6 Waiver. No obligation of either Party under this Agreement may be waived except by mutual written agreement of both parties. The failure of a Party, at any time, to enforce any provision of this Agreement will not be construed as a waiver of the provision. Until each Party has completely performed all its obligations under this Agreement, the other Party will be entitled to invoke any remedy available to it under this Agreement or at law. Furthermore, a waiver of one provision of this Agreement will not be construed as a waiver of any other provision, nor will it be construed as a waiver of the same or similar provisions in the future.
6.7 Third Parties. No term or provision of this Agreement is for the benefit of any person who is not a party hereto (including, without limitation, any Consultant), and no such party will have any right or cause of action hereunder.
6.8 Dispute Resolution. Any controversy or claim arising out of or relating to this agreement, or any breach thereof, must be resolved by confidential binding arbitration in Raleigh, North Carolina in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Either Party may, without inconsistency with this agreement to arbitrate, seek from a court any provisional remedy that may be necessary to protect trademarks, copyrights, or other rights or property pending the establishment of the arbitral tribunal or its determination of the merits of the controversy. The parties agree that the arbitrator has the power to award all costs of the arbitration, including reasonable attorneys' fees and expenses, to the prevailing Party, though costs cannot exceed the total value of the cost of the services to be provided as identified in Exhibit “A”.
6.9 Limitations of Liability. Except with respect to the obligations under Section 1.1 of this Contract, each Party’s total liability under this Contract will be limited to the fees paid to MTM by the Client. In no event will either Party be liable to the other for any lost profits, cost of procurement of substitute goods or services, or any special, incidental, or consequential damages, whether based on breach of Contract, tort (including negligence), product liability, or otherwise, and whether or not such Party has been advised of the possibility of such damage.
6.10 Governing Law and venue. This Agreement will be governed by the laws and jurisdiction of the State of North Carolina.
6.11 Amendment. Except as otherwise stated in this Agreement, this Agreement may only be amended by a writing properly executed by duly authorized representatives of both parties.