These Policies and Procedures apply to any Medical Billing Services Agreement (“Agreement”) signed between Red House and Client, as may be amended, and are incorporated into the Agreement. All capitalized but undefined terms will have the meanings contained in the Agreement. 1. Submission and Payment of Claims. (a) All medical insurance claims will be submitted by Red House in the Client's name using the provider numbers assigned to Client by the respective Third Party Payors. Claims will be submitted either electronically or by means of paper submission as directed by the Third Party Payor or directly to Client’s patients. Payment of all Claims submitted, filed and/or billed on behalf of Client will be directed to such bank accounts over which Client has control. All payments will be received and deposited by Client. (b) The responsibility for all Claims submitted is that of Client. Client will maintain all original source documents to enable Client to verify and document the Claims submitted to Third Party Payors and Client’s patients. (c) Red House retains the right, in its sole discretion (i) to not submit any Claims if there are ethical concerns, and (ii) to not provide Services if Client engages in fraudulent billing or is believed to engage in fraudulent billing. 2. No Guaranty of Outcomes or Collection. (a) Red House does not warrant or promise outcomes, and is not a guarantor of payment, from Third Party Payors and/or from Client’s patients on any Claims. (b) Red House will not have liability to Client based on any of the following: (i) Client’s failure to comply with the Agreement, or (ii) Client does not provide Red House with access to Third Party Payor sites, or (iii) Client does not provide Red House with access to its EMR, or (iv) for accounts deemed uncollectible due to the lack of appropriate, valid, accurate or complete documents, records or information from Client, or (v) if payment on any Claims cannot be submitted or are denied for having reached a timely filing limit imposed by any Third Party Payor, or (vi) due to matters outside of the control of Red House such as, but not limited to, a Third Party Payor takes money back based on internal or external processes. (c) Red House will not have any liability to Client if any Third Party Payor does not render payment, delays payment or denies payment on any Claims based on, but not limited to, any errors, lack of validity, lack of accuracy or lack of completeness by Client, or based on the need by the Third Party Payor to conduct an audit, or based on determinations by the Third Party Payor relating to medical necessity or appropriateness of the services for which a Claim is submitted; however, Red House will use commercially reasonable efforts to continue to work on obtaining payment. Based on any of the foregoing in Section 2(b)-(c): (i) Client will not take any deduction or offset against the Fees and other charges owing or that may be owing by Client to Red House, and (ii) Red House will not have any liability for making any payment to Client or any other third party for any demands for reimbursement, repayment or disgorgement from any Fees or other charges received or to be received from Client as Red House incurs significant costs and expenses assisting Client through the Third Party Payor process. Red House will be entitled to retain payments made of any past overpayments since payments are based on Services completed. 3. Indemnification. (a) Client will indemnify, defend and hold Red House and its officers, members, employees and agents harmless, from and against any and all liabilities, obligations, claims, causes of action, damages, losses, costs, expenses and fees, including reasonable attorney’s fees, asserted against, incurred by or paid by Red House, in any way arising from or related to: (a) Claims processed, submitted, filed and/or billed by Red House in Client’s name for which Client has provided false, fraudulent, incomplete, misleading and/or otherwise incorrect information or data in connection with the Claims; (b) Client’s non-performance of the Agreement; and (c) any acts or omissions of Client or its officers, employees or agents associated with the Agreement. This indemnification will survive the termination or expiration of the Agreement. (b) In no event will either Party be liable for special, indirect, incidental, exemplary, punitive or consequential damages, whether in contract, negligence, tort, strict liability or otherwise, regardless of whether such damages were foreseeable and even if advised of the possibility of such damages. (c) In no event will Red House’s liability for any losses or damages of any kind involving any dispute involving the Agreement exceed the Fees paid by Client to Red House for the most recent three (3) month period before the event giving rise to such dispute. 4. Digital Records. Any digital records created by Red House on behalf of Client over the course of the business relationship belong to Red House and Red House is not obligated to deliver this data to Client. 5. Arbitration. The non-prevailing Party in any dispute between the Parties involving the Agreement (a “Dispute”), will promptly reimburse the prevailing Party for its costs, expenses and fees, including reasonable attorney’s fees, incurred by the prevailing Party in connection with such Dispute. Either Party may submit a Dispute to binding arbitration administered by the American Arbitration Association (“AAA”) in Southfield, Michigan, before a single arbitrator to be appointed by the Parties in accordance with the rules of the AAA and interpreted under Michigan law. Judgment may be entered on the arbitrator’s award in any court having jurisdiction in the State of Michigan. 6. General. The Agreement can only be amended by a written instrument signed by the Parties and will be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and permitted assigns. The Agreement can be assigned by Red House without Client’s consent but cannot be assigned by Client without Red House’s consent.