1.  PARTIES AND PROGRAM

Provider.  Home Care Sales, LLC (“HCS”).

Client.  The purchasing agency.

Sprint.  The HCS Growth Sprint: 6-in-6, a 26-week activation program.

Engine.  The HCS Referral Engine, the ongoing continuity program following the Sprint.

HCS agrees to provide training and consulting to the best of its ability. In exchange, Client agrees to compensate HCS as set out in Section 5 and on the checkout page.

Acceptance.  Client accepts these Terms by completing checkout, by signing this Agreement, or by attending any session or accessing any HCS materials, whichever occurs first. The individual accepting represents that they are authorized to bind the Agency.

2. DEFINITIONS

Agency.  One office or location. Includes two (2) rep seats. Additional seats are billed separately.

Sprint Start.  The date HCS receives Client’s first payment.

Activated Source.  An account that (i) connected with Client's rep during the Sprint and , (ii) sent at least one referral within the Sprint , and (iii) sent no referrals in the sixty (60) days before Sprint Start, as shown on Client's baseline. Also called an Activated Referral Partner.

Reactivated Source.  A previously referring account that sent zero referrals in the 60 days prior to Sprint Start and sends at least one referral during the Sprint. Counts as an Activated Source.

Incremental Volume.  Additional referrals from accounts already referring in the 60 days prior to Sprint Start. Tracked for ROI. Does not count toward the guarantee.

Participating Rep.  Anyone occupying a seat under this Agreement , as one of: (a) Sprint Rep, a full-time field rep; (b) Part-Time Rep, a rep in the field part of the week or with other duties, with a weekly target of at least sixteen (16) in-person sales calls set by Client and HCS at kickoff; or (c) Non-Scored Participant (such as an owner, manager or care coordinator), who may attend any session, has no KPI or call requirements, and does not count toward the guarantee. Client names each Participating Rep and their role at sign-up, and the role sets that person's KPI reporting and weekly call target.

3.  TERM AND COMMITMENT

Sprint Term.  The Sprint runs twenty-six (26) weeks from Sprint Start. Client prepays six (6) consecutive 4-week cycles. The final two weeks of the Sprint are included at no additional charge.

Commitment.  Client commits to the full 26-week Sprint. The Sprint is non-cancellable once begun.

After the Sprint.  Client continues under the Engine in 4-week billing cycles. See Section 5.

4.  WHAT IS INCLUDED

•        Weekly Huddle (30–45 minutes) and weekly Working Session (45–60 minutes).

•        Dx kits and custom handouts built for Client’s agency.

•        Monthly Owner Huddle (20 minutes) and Quarterly Review (30 minutes).

•        Group-based access. One 1:1 onboarding per Agency.

5.  FEES, BILLING AND AUTO-RENEWAL

Sprint fees.  $997 per 4-week cycle per Agency, including two (2) seats. Additional seats are $150 per seat per 4-week cycle.

Billing.  All fees are prepaid, non-refundable, and billed at the front of each 4-week cycle.

Auto-renewal.  Billing continues automatically in 4-week cycles under the Engine at the then-current rate after the Sprint ends, until Client cancels under Section 13. Client authorizes HCS to charge the payment method on file for each renewal cycle.

Billing during the remedy period.  If Client qualifies for the remedy in Section 12, Engine billing is suspended and Client receives the remedy-scope services at no charge. Billing resumes at the start of the next 4-week cycle following the earlier of (a) Client achieving 6 Activated Sources, or (b) the end of the remedy period.

Refunds.  There are no refunds on coaching or training programs except as agreed by the parties in writing.

Chargebacks.  Client shall raise any billing dispute with HCS directly before initiating a chargeback. Initiating a chargeback for services validly rendered is a material breach of this Agreement. Client shall pay the disputed amount plus all costs HCS incurs responding to the chargeback, including fees and reasonable attorneys’ fees. HCS may suspend access immediately upon receiving a chargeback notice.

6.  CLIENT ELIGIBILITY REQUIREMENTS

Client must meet all of the following throughout the Sprint to remain eligible for the guarantee in Section 12. HCS’s records are determinative of compliance.

Attendance: Attend both weekly live sessions (Huddle and Working Session) , or make them up under Section 7. Attendance is tracked per Participating Rep. Non-Scored Participants are not tracked. See Section 7.

KPIs: Each Participating Rep submits weekly KPIs by Monday 8:00am CT. A submission received by 5:00pm CT that Monday is late but not missed. More than four (4) missed submissions per rep voids the guarantee , subject to Section 12 (Replacing a Rep). Billing continues.

Kickoff: Each Participating Rep attends a Game Plan Kickoff LIVE (held weekly) within seven (7) days of Sprint Start, and Client completes onboarding in Dx HQ within the same seven (7) days.

Baseline: Provide baseline prior 60-day referral history no later than the rep's Game Plan Kickoff.

Activity: Maintain a minimum of thirty-two (32) in-person sales calls per week, per Sprint Rep. A Part-Time Rep maintains the weekly target set by Client and HCS at kickoff, at least sixteen (16). An in-person sales call is a face-to-face visit with someone who can refer.

KPI accuracy. Each KPI submission must be complete, with every required field filled in, and accurate. A submission missing a required field is a missed submission. HCS relies on KPIs to check eligibility. Knowingly false KPIs void the guarantee.

Keep payments current and respond to scheduling requests within forty-eight (48) hours.

7.  ATTENDANCE AND MAKE-UPS

Planned absence (two weeks or less).  Notify HCS seven (7) days in advance and not counted as a miss. A planned absence of up to two (2) weeks at a time, noticed this way, is excused. Nothing needs to be made up, and no sessions, KPIs or in-person sales calls are due for the excused weeks. It does not use a Replay Make-Up. Planned absences may total up to three (3) weeks per Participating Rep during the Sprint.

Unplanned absence. 

A Participating Rep may make up a missed session in one of two ways: (a) attend the other cohort's live session that same week, which counts as attended and does not use a Replay Make-Up; or (b) complete a Replay Make-Up. Each Participating Rep may use up to four (4) Replay Make-Ups during the Sprint. After that, a missed live session is an unexcused miss even if the replay is watched. More than four (4) unexcused misses by a Participating Rep voids the guarantee , subject to Section 12 (Replacing a Rep). Billing continues.

Sessions HCS cancels. A session HCS cancels or does not hold, including on a holiday, is not a miss for anyone.

Extended leave. A Participating Rep out more than two (2) weeks for medical or family leave may be paused at Client's written request. The rep's attendance and KPI counts pause with them and resume on return.

8.  PROTECTED HEALTH INFORMATION

No Business Associate relationship.  HCS is not a Business Associate of Client as that term is defined under HIPAA. This Agreement is not a Business Associate Agreement. HCS does not require, request, or need access to Protected Health Information (“PHI”) to perform under this Agreement.

Client obligation.  Client shall not transmit, upload, or otherwise provide PHI or individually identifiable health information to HCS in any form. Referral data provided to HCS must be limited to account names, referral source names, and aggregate counts. Client shall remove all patient identifiers, including names, dates of birth, medical record numbers, addresses and dates of service, before transmission.

If PHI is transmitted.  If Client transmits PHI to HCS, Client shall notify HCS immediately. HCS will delete it and is under no obligation to safeguard, retain, or return it. Client shall indemnify and hold HCS harmless from any claim, penalty, cost or expense arising from Client’s transmission of PHI to HCS, including reasonable attorneys’ fees.

9.  CONFIDENTIALITY

Mutual obligation.  Each party shall keep confidential all non-public information disclosed by the other in connection with this Agreement, and shall use it only for purposes of this Agreement.

Other participants.  HCS programs are delivered in a group setting alongside other member agencies, and territories may overlap. Client shall keep confidential all information disclosed by other participants, including referral sources, target accounts, referral volumes, pricing, strategies and operational information. Client shall not use any such information to solicit, target, or compete for another participant’s referral sources.

Survival.  This Section survives termination or expiration of this Agreement.

10.  RECORDING AND LIKENESS

Consent to record.  HCS records its live sessions. By attending, Client and each Participating Rep consent to being recorded, including audio, video, name and image.

Use of recordings.  HCS may use recordings for program delivery, replays, participant support, quality review and internal training. HCS may use recordings in external marketing.

Client restrictions.  Client shall not record, download, copy, or redistribute any HCS session or replay. Recordings are HCS IP under Section 14.

11.  REFERRAL GOALS AND TRACKING

Months 1–3.  1 to 3 Activated Sources.

Months 4–6.  6 Activated Sources total.

These are tracking goals. Missing an interim goal does not trigger a remedy and does not affect the guarantee, so long as Client continues to meet the Eligibility Requirements in Section 6. The remedy in Section 12 is Client’s sole and exclusive remedy.

12.  CONDITIONAL GUARANTEE (EXCLUSIVE REMEDY)

Activate 6 referral partners in 6 months, or we keep running your weekly calls free for up to 6 more months until you do.

The promise.  If Client meets all Eligibility Requirements in Section 6 and has not achieved 6 Activated Sources by the end of the Sprint, HCS will continue to provide the weekly Huddle and Working Session at no additional charge until the earlier of (a) Client achieving 6 Activated Sources, or (b) six (6) additional months.

Remedy scope.  The no-charge continuation includes group access to the weekly Huddle and Working Session only. It does not include refreshed Dx kits or custom handouts, the Monthly Owner Huddle, the Quarterly Review, new target builds, or additional seats. Those remain available under the Engine at the then-current rate.

Replacing a Rep. If a Participating Rep exceeds the limits in Section 6 or Section 7, HCS will notify Client in writing. Client keeps the guarantee if, within fourteen (14) days of that notice, Client removes or replaces that rep. A replacement rep starts with zero (0) misses, zero (0) missed submissions and four (4) Replay Make-Ups. A replacement does not restart or extend the Sprint.

How it's checked. HCS checks eligibility and Activated Source count at the end of week 26, using HCS records and Client's confirmed Activated Sources. Before the remedy period begins, Client confirms in writing that its Participating Reps' KPIs are accurate.

After a voided guarantee. A voided guarantee is not reinstated. Client may continue in the program at the then-current rate. No refund, credit or cash payment is owed.

Limits.  The guarantee applies once per Agency, at the Agency level, for up to the two (2) included seats. New hires after Day 30 do not restart or extend the guarantee.

Exclusive remedy.  This is Client’s sole and exclusive remedy. No refunds, credits, or cash payments.

13.  CANCELLATION AND TERMINATION

Client cancellation.  After the Sprint, Client may cancel future cycles by written notice and a cancellation call with an HCS team member. Cancellation takes effect at the end of the then-current 4-week cycle.

HCS termination.  HCS may terminate immediately for nonpayment or misuse of HCS intellectual property.

Termination for material breach.  Either party may terminate for a material breach that is not cured within ninety (90) days after written notice, or that is not capable of cure. Fees continue to accrue and are payable throughout any notice period.

Effect of termination.  Upon termination, HCS will return to Client or permanently destroy all Client Materials and Confidential Information in its possession, and will cease all use of them. HCS may retain baseline data, KPI submissions and attendance records solely as evidence of compliance under this Agreement. Client shall immediately cease all use of the HCS IP under Section 14.

14.  INTELLECTUAL PROPERTY

All HCS materials used in the services provided under this Agreement remain the sole and exclusive property of HCS. This includes, without limitation, Dx Sell content, scripts, templates, worksheets, handouts, processes, methods and techniques, trade secrets, data, formulas, models, analytical tools, recordings, all copyrightable material, and all ideas, improvements, developments and discoveries made or reduced to practice by HCS (the “HCS IP”).

HCS retains the right to seek and obtain any copyrights, patents, registrations and similar protections in the HCS IP. HCS grants Client a limited, non-exclusive, non-transferable license to use the HCS IP for internal use during the term of this Agreement only. Client shall make no other use of the HCS IP. The license expires upon termination, at which point Client shall immediately cease all further use. Client’s obligations under this Section survive termination or expiration.

15.  ARTIFICIAL INTELLIGENCE

HCS use of AI.  HCS may use artificial intelligence tools as part of its creative or editing process. All final deliverables are human-directed, reviewed and finalized, and remain the intellectual property of HCS. Use of AI tools does not alter HCS ownership or grant Client any additional rights.

Client restrictions.  Client may not input, upload or otherwise provide HCS materials into any artificial intelligence tool, machine learning system, or automated content generation technology for any purpose, including summarization, analysis, rewriting or content generation. Client may not use HCS materials to create derivative works using AI or to train AI models or similar systems. Any such use requires HCS’s express written permission.

16.  INDEPENDENT STATUS

The parties are independent contractors. Neither party nor its personnel are employees, agents, partners, servants or joint venture partners of the other. Neither party has authority to act on behalf of or incur any obligation for the other.

17.  LIMITATION OF LIABILITY

•        HCS does not provide legal or medical advice.

•        To the maximum extent permitted by law, HCS’s total liability is limited to the fees paid in the most recent 4-week cycle.

•        HCS is not liable for consequential or incidental damages.

•        HCS does not guarantee territory exclusivity. 6-in-6 territories may overlap with other member agencies.

18.  ENFORCEMENT AND ATTORNEYS’ FEES

If HCS must take action to collect payment due or to enforce any provision of this Agreement, including the Intellectual Property and Artificial Intelligence sections, Client shall pay all reasonable costs of collection and enforcement, including reasonable attorneys’ fees and costs. This applies to Client and its successors and assigns.

19.  MISCELLANEOUS

•        Modifications must be in writing and signed by both parties.

•        Governing law and venue: Alabama.

•        This Agreement is binding on Client’s successors and assigns, including any party acquiring Client or substantially all of its assets. Client may not transfer this Agreement without HCS consent.

•        Sections 8 (Protected Health Information), 9 (Confidentiality), 14 (Intellectual Property), 15 (Artificial Intelligence), 17 (Limitation of Liability) and 18 (Enforcement) survive termination or expiration of this Agreement.

•        This Agreement constitutes the entire understanding between the parties and supersedes all prior terms.