Terms and Conditions
Enterprise membership standard terms and conditions
1) PROVISION AND USE OF MEMBERSHIP BENEFITS
a) Membership Benefits –Membership Benefits as of the Effective Date are set forth in Schedule 1 attached hereto and incorporated herein by this reference. Membership Benefits are subject to change from time to time in HFMA’s sole and absolute discretion. In order to become an Enterprise Member (and thereby access Membership Benefits), employees of Enterprise Subscriber must each have a valid email address using an email extension associated with and administered by Enterprise Subscriber for its professional employees and who possess a unique user name and password supplied by HFMA (each an “Authorized User”). Further, although Enterprise Subscriber may designate and credential as many Authorized Users for proper use of Membership Benefits, any specific Enterprise Member’s right to access and participate in any Membership Benefits terminates when the Enterprise Member leave the employ of Enterprise Subscriber for any reason.
b) Individual Members
i) Legacy Users – Converting Individual Members to an Enterprise Members. Upon execution of this Agreement, any current Individual Members who are eligible to be Enterprise Members under this Agreement shall be converted to Enterprise Members (unless otherwise agreed). The pro-rata portion of any pre-paid membership fees for a converted Individual Member will be applied as a credit to be applied towards the Membership Year 1 fees, and shall not be otherwise recoupable, recoverable or refundable.
ii) Exiting Enterprise Members. If an Enterprise Member leaves the Enterprise Subscriber, the Enterprise Member shall be converted to Individual Member status for the remaining portion of the membership year only, and no Enterprise Membership Fees shall be otherwise recoupable, recoverable or refundable.
c) Authorized Users.
i) Upon execution of this Agreement, Enterprise Subscriber shall designate an individual to serve as its “User Administrator” with regard to the administration of user names and passwords for Authorized Users throughout the Term. The identity and contact information for the User Administrator shall be communicated to HFMA forthwith whenever a new User Administrator is appointed. From time to time upon HFMA’s request, the User Administrator shall supply HFMA with a current and accurate list of Authorized Users together with their names, user names, titles, contact details, and locations. User names and passwords are not transferable, and Enterprise Subscriber shall ensure they are not used by anyone other than the specific Authorized User to whom they have been assigned. Enterprise Subscriber shall be solely responsible for those accessing the Membership Benefits utilizing credentials supplied by Enterprise Subscriber or its User Administrator, including any liability arising from the misuse of the Membership Benefits by such persons. Enterprise Subscriber shall promptly notify HFMA of any security breach regarding user names or passwords or otherwise involving the Membership Benefits and shall cooperate with HFMA and take all steps reasonably necessary to abate any security breach or potential security breach.
ii) If HFMA suspects any unauthorized access to the Membership Benefits (e.g., persons obtaining access through Enterprise Subscriber’s internet domains who are not Authorized Users or who are accessing the Membership Benefits for an improper purpose), HFMA reserves the right to suspend Enterprise Subscriber’s access (and access to by its Enterprise Members) to the Membership Benefits until such issues have been resolved.
d) Rights and Restrictions. Neither Enterprise Subscriber nor any Enterprise Member shall: (i) permit any third party to use or access Membership Benefits except as permitted herein, (ii) create derivate works based on any materials secured using the Membership Benefits, (iii) copy, frame or mirror any part or content of the websites through which the Membership Benefits are delivered, other than copying or framing on Enterprise Subscriber’s own intranets or otherwise for Enterprise Subscriber’s own internal business purposes, (iv) attempt to alter the websites from which the Membership Benefits are delivered or the functionality thereof, or to circumvent or hack any of their security features, (v) reverse engineer any materials secured using the Membership Benefits, or (vi) access the Membership Benefits in order to (i) create a competitive product or service, or (ii) copy any features, functions or graphics of the Membership Benefits.
e) Reserved Rights. Subject to the right of Enterprise Members to access and use the Membership Benefits in the manner supplied and approved by HFMA, HFMA reserves all Intellectual Property Rights (as defined below) in and to the Membership Benefits and all materials delivered or supplied in connection with the Membership Benefits and no rights are granted to Enterprise Subscriber or any Enterprise Member hereunder other than as expressly set forth herein. As used herein, “Intellectual Property Rights” shall mean all worldwide rights and interests in and to inventions, discoveries, trademarks, patents, trade names, copyrights, moral rights, know-how, trade secrets, and intellectual and similar intangible property rights, whether or not patentable or copyrightable, including those embodied in software, shop rights, licenses, developments, research data, designs, technology, test procedures, processes, computer programs, computer discs, computer tapes, literature, reports and Confidential Information.
f) Disclosures, Suggestions and Feedback. If in the course of utilizing the Membership Benefits or participating in any events, user forums or other feedback sessions relating to the Membership Benefits, Enterprise Subscriber or its employees or affiliated persons or entities (including Enterprise Members), provide any content, practice, policies, suggestions, enhancement requests, recommendations or other feedback or disclosures relating to the Membership Benefits, or to their content or use (collectively, the “Disclosures”), HFMA shall have and is hereby granted a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual right and license to use or incorporate any such Disclosures into the Membership Benefits without obligation to Enterprise Subscriber or any Enterprise Member.
2) TERM OF AGREEMENT
a) As used in this Agreement, a “Membership Year” is a twelve (12) month period. This Agreement shall commence on the Effective Date and shall continue in full force and effect, unless earlier terminated as provided herein, for an “Initial Term” comprised of three (3) Membership Years, with the first Membership Year beginning on the Effective Date.
b) Following the Initial Term, this Agreement shall automatically renew for subsequent and consecutive Membership Years, unless either party provides the other with notice of its intention not to renew the Agreement at least ninety (90) days prior to the expiration of the then-current Membership Year.
c) As used in this Agreement, “Term” means the aggregate of all Membership Years.
i) Access to Certification Seats – Organization have unlimited access to Certification seats for enrolled Enterprise Members. A Seat shall be deemed allocated to an Enterprise Member once the Enterprise Member begins the applicable Certification Module. Once allocated, the Seat shall be deemed irrevocably filled and may be reallocated only if the Enterprise Member ceases to be an employee of Organization prior to attaining certification. Failure to complete a Certification Module or attain certification for any other reason shall not constitute grounds for reallocating a Seat. Any bundled Seats that are not allocated by the end of the Term of the Enterprise Agreement shall be forfeited. If an Enterprise Member who has earned an HFMA Certification ceases to be an employee of Organization, the former employee shall have the option of maintaining the HFMA Certification as an Individual Member at then-current rates.
ii) Certification Standards/Terms and Conditions. Enterprise Members shall be subject to the same standards and policies applicable to Individual Members with respect to any initial, renewal and recertification qualifications for HFMA Certifications and all terms and conditions applicable thereto.
a) Enterprise Membership Fees. Unless and to the extent specifically stated to the contrary in this Agreement, all Enterprise Membership Fees are based on HFMA providing access to the Membership Benefits and not actual usage, and all payment obligations are non-cancelable and non-refundable.
b) Invoicing and Payment. All Enterprise Membership Fees due on the date indicated. Unpaid Enterprise Membership Fees will accrue interest at the rate of one percent (1%) per month from the date due until paid, or the highest rate permitted by law, whichever is lower.
c) Suspension of Access. If any amount owed by Enterprise Subscriber under this Agreement is thirty (30) or more days overdue, then, in addition to and without prejudice of any other rights or remedies of HFMA, HFMA shall have the right to suspend access to the Membership Benefits until such time as all past due amounts are paid in full. HFMA shall not exercise its right to suspend access to the Membership Benefits if the applicable charges are under reasonable and good-faith dispute and the parties are cooperating diligently to resolve the dispute.
d) Taxes. Unless otherwise stated in this Agreement, the Enterprise Membership Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Enterprise Subscriber is responsible for paying all Taxes associated with the transactions under this Agreement. If HFMA has the legal obligation to pay or collect Taxes for which Enterprise Subscriber is responsible under this Section, the appropriate amount shall be invoiced to and paid by Enterprise Subscriber, unless Enterprise Subscriber provides HFMA with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, HFMA is solely responsible for taxes assessable against it based on HFMA’s income, property and employees. Specifically, and without limitation of the foregoing, if Enterprise Subscriber maintains any facilities or is otherwise present in or subject to taxation by the State of Illinois, HFMA shall invoice Enterprise Subscriber for, and Enterprise Subscriber shall pay to HFMA, all applicable sales, use or other Taxes imposed by the State of Illinois in connection with this Agreement unless Enterprise Subscriber is recognized as non-profit under Internal Revenue Code Section 501(c)(3) and has obtained, and supplied to HFMA documentation evidencing the issuance of, a valid exemption number (“E number”) from the Illinois Department of Revenue.
a) Mutual Representations and Warranties. Each party represents and warrants to the other party that: (i) it has full power and authority to enter into and perform this Agreement; (ii) the person signing this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement; and (iii) its execution of this Agreement and its performance of its obligations hereunder will not conflict with, cause a default under, or constitute a breach of any agreement with a third party and shall be in compliance with all applicable international, national, state, regional, and local laws and regulations.
b) Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
a) Indemnification by HFMA. HFMA shall defend Enterprise Subscriber against any claim, demand, suit, or proceeding (“Claim”) made or brought against Enterprise Subscriber by a third party alleging that HFMA has violated any law, rule or regulation alleging facts which, if true, would constitute a breach by HFMA of any of its warranties or representations under this Agreement, and shall indemnify Enterprise Subscriber for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Enterprise Subscriber in connection with any such Claim.
b) Indemnification by Enterprise Subscriber. Enterprise Subscriber shall defend HFMA against any Claim made or brought against HFMA by a third party alleging that Enterprise Subscriber or any Enterprise Member has violated any law, rule or regulation or alleging facts which, if true, would constitute a breach by Enterprise Subscriber of any of its warranties or representations under this Agreement, and shall indemnify HFMA for any damages finally awarded against, and for reasonable attorney’s fees incurred by, HFMA in connection with any such Claim.
c) Claims Procedures.
i) In each case, the party seeking indemnification (the “Indemnified Party”) shall provide the party from whom indemnification is sought (the “Indemnifying Party”) with reasonably prompt notice in writing of any Claims and shall tender the right to settle or defend the Claim to the Indemnifying Party with counsel selected by the Indemnifying Party subject to the reasonable approval of the Indemnified Party. The Indemnified Party shall also provide the Indemnifying Party with reasonable information and assistance, at the Indemnifying Party’s expense, to help the Indemnifying Party to settle or defend such Claims. The Indemnified Party shall have the right to employ separate counsel at its own expense and participate in the defense of any Claims.
ii) The Indemnifying Party shall reimburse the Indemnified Party upon demand for any payments made or loss suffered by the Indemnified Party at any time after the Effective Date, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages related to any Claims. The Indemnifying Party may not settle any Claims on the Indemnified Party’s behalf without first obtaining the Indemnified Party’s written permission, which permission shall not be unreasonably withheld. The Indemnifying Party is not responsible for any settlement made by the Indemnified Party without the Indemnifying Party’s written permission, which permission may not be unreasonably withheld. If the parties agree to settle a Claim, the Indemnifying Party agrees not to publicize the settlement without first obtaining the Indemnified Party’s written permission, which permission shall not be unreasonably withheld.
d) Exclusive Remedy. The indemnification obligations of the parties stated in this Section 5) states the Indemnifying Party’s sole liability to, and the Indemnified Party’s exclusive remedy against, the other party for any type of Claim described in this Section 5).
a) For purposes of this Agreement, “Confidential Information” shall mean all information, whether or not reduced to writing, including but not limited to a party’s catalog of products or services and all data models, records, plans, drawings, designs, documents, manuals, processes, formulae, statistics, correspondence, prices, price lists, practices, source code, financial information, individually identifiable patient information and all other data concerning a party and its subsidiaries or its clients, suppliers and subcontractors, other than information contained in sales and marketing materials available to the general public without restriction.
b) Each party agrees that it will not use or disclose any Confidential Information of the other party for any purpose except as contemplated hereby. In addition, each party shall limit access to the other party’s Confidential Information to those employees or representatives who must have access to it in order to perform the party’s obligations under this Agreement. All such employees or representatives of a party shall be under a confidentiality obligation that is at least as strict as the provisions of this Agreement applicable to the party. Each party will be responsible for any breach of this Agreement by its employees or representatives.
c) Neither party shall make any copies of the others party’s Confidential Information without the other party’s written consent. Upon request by a party or upon termination or expiration of this Agreement, the other party shall return all Confidential Information to the disclosing party, or certify destruction thereof, including any hard copy records, and will purge from all computer storage devices any image or copies of such Confidential Information. Notwithstanding the return or destruction of Confidential Information, each party and its representatives will continue to be bound by its obligations of confidentiality and other obligations hereunder.
d) Neither party shall be liable to the other party for disclosure of Confidential Information if:
i) The Confidential Information is or becomes public without the fault of the party to whom it was entrusted, or
ii) The Confidential Information was in the party’s possession or was known by the party prior to its receipt from the party to whom the Confidential Information relates, or
iii) The Confidential Information is or becomes available to the party from a source already in legitimate possession of said Confidential Information, such source being other than the party to whom it relates, or
iv) The Confidential Information is developed independently by the party, or:
v) The Confidential Information is disclosed for unrestricted release with the written approval of the party to whom it relates, or
vi) The Confidential Information is transmitted to the party after the party to whom it relates receives written notice from the first party that it does not desire to receive further Confidential Information from the party to whom same relates, or
vii) The party is obligated to disclose the Confidential Information by order or regulation of any government entity; provided, however, the party has given timely notification to the owner of the Confidential Information prior to the date of disclosure and the party uses commercially reasonable efforts to obtain confidential treatment of such information.
e) Each party recognizes that the unauthorized use or disclosure of Confidential Information of the other party could cause irreparable injury to the party to whom it relates. Each party agrees that the party injured or who might be injured by unauthorized use or disclosure of Confidential Information shall be entitled, in addition to any other remedies and damages available, to a temporary injunction to restrain violation hereof by the other party, its agents, servants, employees, and all persons acting therefore.
a) Limitation of Liability. EXCEPT FOR THE PARTIES’ RESPECTIVE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 5) AND FOR ANY BREACH OF THIS AGREEMENT RELATING TO THE MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIAL INFORMATION, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY ENTERPRISE SUBSCRIBER HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY ENTERPRISE SUBSCRIBER HEREUNDER IN THE MEMBERSHIP YEAR IN WHICH THE INCIDENT AROSE.
b) Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWSOEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW
8) TERMINATION, EXPIRATION AND SURVIVAL
a) Termination for Cause. This Agreement may be terminated by either party upon fifteen (15) days written notice to the other party in the event of (i) a breach of a material provision of this Agreement by the other party, provided that, during the fifteen (15) day period, the breaching party fails to cure such breach; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
b) Consequences of Termination. Upon any termination for cause by Enterprise Subscriber, HFMA shall refund to Enterprise Subscriber any prepaid Enterprise Membership Fees covering the remainder of the Term after the effective date of termination. Upon any termination for cause by HFMA, all Enterprise Membership Fees previously paid by Enterprise Subscriber may be retained by HFMA, and Enterprise Subscriber shall pay any unpaid Enterprise Membership Fees through the effective date of termination. In no event shall any termination relieve Enterprise Subscriber of the obligation to pay any Enterprise Membership Fees payable to HFMA for the period prior to the effective date of termination.
c) Survival. The following provisions shall survive the termination or expiration of this Agreement: 1)d), 1)d), 1)f), , 3)d), 4), 5), 6), 7), and 12) through 19).
9) RELATIONSHIP OF PARTIES. The relationship between HFMA and Enterprise Subscriber under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, broker, employee, servant, agent, or representative of the other for any purpose whatsoever. No party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another party or to bind another in any matter or thing whatsoever.
10) FORCE MAJEURE. Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
11) NOTICES. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested or delivered by a national overnight express service. All notices shall be effective on the date received or when delivery was refused or confirmed by the carrier as undeliverable. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.
12) JURISDICTION & DISPUTES. This Agreement shall be governed by the laws of the State of Illinois, United States of America. All disputes hereunder shall be resolved in the applicable state or federal courts of Illinois. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
14) SEVERABILITY. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
15) INTEGRATION. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and revokes and supersedes all prior agreements between the parties relating thereto and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.
16) NO OTHER RIGHTS. Nothing in this Agreement shall be construed as a grant or conveyance of any Intellectual Property Rights or other rights by either party except as expressly provided herein. No rights are granted by either party to use the other’s trademarks, service marks, logos, trade names, or other designations of origin.
17) FURTHER ASSURANCES. Each party agrees to take all action and cooperate as is reasonably necessary, at the other party’s request and expense, to protect the other’s respective Intellectual Property Rights and further agrees to execute any documents that might be necessary to perfect each party’s ownership of such Intellectual Property Rights.
18) ATTORNEY FEES. The prevailing party in any action brought to enforce the terms of this Agreement shall be entitled to recover from the other party its reasonable costs and necessary disbursements and attorney’s fees incurred in connection therewith.
19) ASSIGNMENT. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, HFMA may assign this Agreement in its entirety, without the consent of Enterprise Subscriber, to any of its affiliated persons or entities or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or the sale or disposition of the Membership Benefits or any or all of its business relating to the Membership Benefits. A party’s sole remedy for any purported assignment by the other party in breach of this Section shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
20) COUNTERPARTS/MANNER OF EXECUTION. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one agreement binding on all of the parties hereto notwithstanding that all of the parties hereto are not signatories to the same counterpart. Each of the parties agree that a photographic, facsimile copy, or electronic copy of the signature evidencing a party’s execution of this Agreement shall be effective as an original signature and may be used in lieu of the original for any purpose.
21) CODE OF ETHICS. As a member of the Healthcare Financial Management association, members will endeavor to promote the highest standards of professional conduct by
a) Practicing honesty and maintaining personal integrity, including avoidance of conflicts of interest with those of my employer or the Healthcare Financial Management Association
b) Adhering to high standards of personal conduct
c) Striving for the objective and fair presentation of financial information
d) Fostering excellence in healthcare financial management by keeping abreast of pertinent issues;
e) Maintaining the confidentiality of privileged information
f) Promoting a greater understanding of financial management issues by others in the healthcare field, and seeking increased public understanding through communication about such issues; and
g) Seeking to maintain a reasonable balance between the quality and cost of health care.
Membership Benefits – Membership Benefits, described at http://www.hfma.org/enterprise are subject to change from time to time in HFMA’s sole and absolute discretion.
Membership Benefits for Enterprise Members include:
- Access to HFM magazine
- Exclusive digital content for members-only
- Membership in local HFMA Chapter based upon Enterprise Member’s home address
- HFMA talent management and development tools
- Exclusive HFMA e-Content and regulatory updates
- Access to HFMA Buyer Resource Guide
- Access to HFMA communities
- Unlimited access to live and on-demand webinars
- Unlimited access to HFMA’s e2 on-line education curriculum
- Unlimited access to HFMA’s Business of Healthcare on-line education
- Unlimited access to HFMA’s Patient Financial Communications Training on-line education
- Unlimited access to HFMA’s Certifications for enrolled Enterprise Members