Effective Date: March 30, 2025
These Terms of Service ("Terms") are published by Evolve RCM LLC ("Evolve RCM," "we," "us," or "our") and govern access to and use of the Evolve RCM platform and all related services, tools, AI voice bots, interfaces, and documentation (collectively, the "Platform") by any authorized user or client organization ("you" or "Client"). These Terms are incorporated by reference into each signed Service Agreement between Evolve RCM and Client. In the event of a conflict between these Terms and a signed Service Agreement with respect to pricing, payment, or services specifically described therein, the Service Agreement will control.
In these Terms, the following definitions apply:
Subject to these Terms, your Service Agreement, and timely payment of all applicable fees, EvolveRCM grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal healthcare revenue cycle management operations. No other rights are granted.
Client is responsible for all activity that occurs under its account and the accounts of its Users. Client will: (a) maintain accurate and current account information; (b) safeguard all login credentials and promptly notify EvolveRCM of any unauthorized access or security breach; (c) ensure each User is individually credentialed and that credentials are not shared; and (d) promptly disable access for any User who is no longer authorized.
You will not, and will not permit any User or third party to:
The Platform connects to insurance payer systems on your behalf to obtain Payer Information. EvolveRCM acts solely as a conduit and transcription service. All Payer Information is sourced directly from the insurance payer's own IVR systems, automated systems, or representatives, and is transmitted and/or transcribed by the Platform as received.
EVOLVERCM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY PAYER INFORMATION OBTAINED THROUGH THE PLATFORM. PAYER INFORMATION REFLECTS WHAT THE INSURANCE PAYER REPORTED AT THE MOMENT OF INQUIRY AND IS SUBJECT TO CHANGE, REVERSAL, OR DENIAL BY THE PAYER WITHOUT NOTICE.
VERIFICATION OF BENEFITS, ELIGIBILITY STATUS, OR CLAIM STATUS INFORMATION PROVIDED THROUGH THE PLATFORM DOES NOT CONSTITUTE A GUARANTEE, AUTHORIZATION, OR COMMITMENT BY ANY INSURANCE PAYER TO REIMBURSE, PAY, OR COVER ANY CLAIM, SERVICE, OR TREATMENT. EVOLVERCM IS NOT RESPONSIBLE FOR ANY CLAIM DENIAL, PAYMENT REDUCTION, RECOUPMENT, AUDIT, OR ADVERSE DETERMINATION BY ANY PAYER, REGARDLESS OF WHAT PAYER INFORMATION WAS OBTAINED THROUGH THE PLATFORM PRIOR TO OR AFTER CLAIM SUBMISSION.
AI Voice Calls use automated speech recognition to transcribe payer verbal responses. Transcriptions are provided for informational purposes and may contain errors or omissions due to audio quality, payer IVR limitations, or the inherent limitations of automated transcription technology. Client is solely responsible for reviewing all transcriptions and for independently verifying any information critical to a clinical, billing, or reimbursement decision.
All clinical, billing, coding, authorization, and reimbursement decisions are the sole responsibility of Client and its licensed professionals. Nothing in the Platform or any Payer Information constitutes medical, legal, financial, or billing advice. EvolveRCM is not a healthcare provider, billing agent, or insurance broker.
All fees, billing terms, included usage, overage rates, and payment due dates applicable to Client's use of the Platform are set forth exclusively in Client's executed Service Agreement. In the absence of a Service Agreement, or for any services not addressed therein, Evolve RCM's then-current published rate schedule will apply. Evolve RCM reserves the right to update its fee schedule upon thirty (30) days' written notice. Continued use of the Platform following the effective date of any fee update constitutes acceptance of the revised fees. Unpaid balances are subject to late fees, service suspension, and termination as set forth in the applicable Service Agreement.
EvolveRCM retains all right, title, and interest in and to the Platform, including all underlying software, AI models, machine learning systems, algorithms, workflows, interfaces, data models, documentation, and any improvements, derivatives, or modifications thereto ("EvolveRCM IP"). These Terms do not transfer any ownership interest in EvolveRCM IP to Client. EvolveRCM IP is protected by U.S. and international intellectual property laws.
As between the parties, Client retains ownership of all Client Data. Client grants EvolveRCM a limited, non-exclusive, royalty-free license to access, process, and use Client Data solely to provide the Services and fulfill EvolveRCM's obligations under these Terms and the applicable Service Agreement. EvolveRCM will not use Client Data for training AI models or for any purpose other than service delivery without Client's express written consent.
If Client provides any feedback, suggestions, ideas, or recommendations regarding the Platform ("Feedback"), Client hereby grants EvolveRCM a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without compensation to Client.
Each party acknowledges that in the course of using or providing the Platform, it may receive Confidential Information of the other party. Each party agrees to: (a) hold such Confidential Information in confidence using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as necessary to perform under these Terms or as required by law; and (c) use Confidential Information solely for the purposes contemplated by these Terms. "Confidential Information" excludes information that is publicly known, independently developed, or rightfully received from a third party without restriction.
EvolveRCM's collection and use of personal information in connection with the Platform is governed by its Privacy Policy, which is incorporated herein by reference.
Client represents and warrants that it is a HIPAA Covered Entity or Business Associate, as applicable. Client agrees to comply with all applicable HIPAA requirements in connection with its use of the Platform. EvolveRCM will execute a Business Associate Agreement with Client prior to any access to or processing of PHI through the Platform. Client is solely responsible for ensuring that its use of the Platform complies with HIPAA and any applicable state privacy and security laws.
Client will not use the Platform to submit or process PHI in a manner that violates HIPAA or any applicable state law. Client is responsible for obtaining all necessary patient authorizations and consents required for the inquiries submitted through the Platform.
THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EVOLVERCM EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. EVOLVERCM DOES NOT WARRANT THAT: (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION, ERROR, OR DEFECT; (C) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (D) THE PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY PAYER INFORMATION OBTAINED THROUGH THE PLATFORM IS ACCURATE OR COMPLETE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EVOLVERCM OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, OR ANY PAYER INFORMATION, REGARDLESS OF THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER EVOLVERCM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVOLVE RCM'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO EVOLVE RCM UNDER YOUR SERVICE AGREEMENT IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations of liability in this Section 9 reflect a fair allocation of risk between the parties and are an essential element of the basis of the bargain between EvolveRCM and Client. EvolveRCM would not provide the Platform on the terms set forth herein without these limitations.
Client agrees to indemnify, defend, and hold harmless EvolveRCM and its members, managers, officers, employees, agents, and contractors from and against any claims, demands, losses, liabilities, damages, judgments, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's or any User's use of the Platform in violation of these Terms; (b) Client's breach of any representation, warranty, or obligation under these Terms; (c) Client's violation of any applicable law, regulation, or third-party right; (d) any clinical, billing, coding, or reimbursement decision made by Client based on Payer Information obtained through the Platform; or (e) any claims by Client's patients, employees, or third parties arising from Client's use of the Platform.
These Terms remain in effect for as long as Client has an active Service Agreement or accesses the Platform, whichever is longer.
Either party may terminate Client's Service Agreement and access to the Platform at any time, with or without cause, upon thirty (30) days' prior written notice to the other party. Client remains responsible for all fees accrued through the effective termination date.
If any invoice remains unpaid for thirty (30) or more days past its due date, Evolve RCM may terminate the Service Agreement and Client's Platform access immediately upon written notice, with all outstanding amounts becoming immediately due.
Either party may terminate upon written notice for a material breach of the Service Agreement or these Terms that remains uncured for ten (10) business days after written notice. Either party may terminate immediately if the other becomes insolvent or subject to bankruptcy or receivership proceedings.
Evolve RCM reserves the right to terminate Client's access to the Platform and any applicable Service Agreement immediately upon one (1) day's written notice, without a cure period and without liability, if Evolve RCM reasonably determines that Client or any User has engaged in conduct that is: (a) illegal, fraudulent, or in violation of any applicable law or regulation, including healthcare fraud, billing fraud, or HIPAA violations; (b) unethical or immoral, including violations of applicable professional or licensure standards; (c) harmful to patients, third parties, or the public; (d) damaging or threatening to the reputation, operations, or business relationships of Evolve RCM; (e) abusive, threatening, or harassing toward Evolve RCM's personnel; or (f) otherwise egregious such that continued association would expose Evolve RCM to legal, regulatory, reputational, or ethical risk. Evolve RCM's determination under this provision need not be based on a final judicial or regulatory finding. Client remains liable for all fees accrued through the date of termination.
Upon termination: (a) all licenses granted hereunder immediately terminate; (b) all outstanding fees become immediately due; (c) Evolve RCM will make Client Data available for export for thirty (30) days, after which it may be deleted; and (d) Sections 3, 5, 6, 7, 8, 9, 10, 12, and 13 survive termination.
EvolveRCM reserves the right to modify these Terms at any time. When changes are made, EvolveRCM will update the "Effective Date" at the top of this page and, for material changes, will provide notice via email to Client's designated contact or via an in-Platform notification. Your continued use of the Platform following the effective date of any modification constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Platform and provide notice of termination pursuant to your Service Agreement. EvolveRCM recommends that you review these Terms periodically.
Before initiating arbitration, the parties will attempt to resolve any dispute through good-faith negotiation for at least fifteen (15) days from written notice of the dispute, except where emergency injunctive relief is sought to prevent irreparable harm.
EXCEPT FOR CLAIMS FOR EMERGENCY INJUNCTIVE OR EQUITABLE RELIEF, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM WILL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY.
Arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, with a single arbitrator, seated in Brevard County, Florida. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction. The prevailing party is entitled to recover reasonable attorneys' fees and arbitration costs. All proceedings and awards are confidential.
ALL DISPUTES MUST BE BROUGHT INDIVIDUALLY. NEITHER PARTY MAY PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
If this waiver is found unenforceable as to any claim, arbitration will not apply to that claim and it must be brought in the courts of competent jurisdiction in Brevard County, Florida.
These Terms are governed by the laws of the State of Florida, without regard to conflict of laws principles. The Federal Arbitration Act governs the arbitration provisions of these Terms.
Evolve RCM will not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, governmental action, internet or infrastructure outages, payer system unavailability, or pandemics.
These Terms, together with any applicable Service Agreement and Business Associate Agreement, constitute the entire agreement between the parties regarding the Platform and supersede all prior understandings or agreements relating to the same subject matter.
If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
No waiver of any provision of these Terms will be binding unless in writing. EvolveRCM's failure to enforce any right or provision does not constitute a waiver of that right or provision.
You may not assign your rights or obligations under these Terms without EvolveRCM's prior written consent. EvolveRCM may freely assign or transfer these Terms, and all rights and obligations hereunder, without your consent, in connection with a merger, consolidation, change of ownership or control (whether by sale of membership interests, equity, or otherwise), sale of assets, or any other corporate transaction or restructuring. EvolveRCM will provide reasonable notice of any such assignment. Your continued use of the Platform following such assignment constitutes acceptance of the assignment.
Questions about these Terms may be directed to: Evolve RCM LLC | legal@evolvercm.com