1.    PATIENT REQUEST AND PRIORITY MESSAGING SYSTEM

This agreement provides Customer access and use of the PRN’s subscription based messaging service, as specified on the electronic or written order between the parties.

a.  Call Simplified Service.

  • CS Service is a web and mobile App Software-as-a-Service platform to obtain patient requests and assign to providers and staff based on priority; ensuring that requests are tracked, replied to, and documented based on practice standards.
  • PRN will provide this functionality through customer's web browser at callsimplified.com and through a mobile iOS and Android App that will act as the interface to the CS Service; including voicemail access to messages saved for no longer than 30 days from receipt.

b.  Beta Features.

  •  If Customer is invited to access any beta features of the Service or a Customer accesses any beta features of the Service, then the following additional terms apply: Customer understands that these features may change and may not become generally available. These features are provided AS IS, with all faults.

2.    USE OF SERVICES

a.  PRN Responsibilities

  • PRN must provide customer support for the Service as further detailed at: Support Policy (which is incorporated into this agreement for all purposes).

b.  Customer Responsibilities

  • Access by Employees, Administrators and Service Providers (for CS Service).
  • Customer may allow its employees and Administrators to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer.  Customer is responsible for the compliance with this agreement by its employees, Administrators and clients, as applicable.

Restrictions and Responsibilities. Customer may not (i) sell, resell, rent or lease the Service, (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy rights), (iii) interfere with or disrupt the integrity or performance of the Service, or (iv) attempt to gain unauthorized access to the Service or its related systems or networks. Customer is solely responsible for Customer Data (defined below), must use commercially reasonable efforts to prevent unauthorized access to the Service, must notify PRN promptly of any such unauthorized access, and may use the Service only in accordance with its user guide and applicable law.

Customer Data. All data entered by Customer remains the sole property of Customer, as between PRN and Customer (Customer Data), subject to the other terms of this agreement. Customer grants PRN a non-exclusive term license to use, modify and otherwise make available the Customer Data for purposes of PRN performing under this agreement. Customer may at any time download the Customer Data as allowed for as part of the Service.  Customer data is ephermal in nature in that it is received, processed by the customer, and transferred to the patient health record not contained in Call Simplified.  Customer data (messages) that are not transferred, archived and deleted from the customer account within 30 days can be accessed through an archived restore.

Accuracy of Information Provided By Customer to PRN. Customer represents and warrants to PRN that all information and documents provided under Customer’s account or by Customer are true, correct and accurate (if Customer learns that any information provided to PRN as part of the Service is not true, correct or accurate, Customer must immediately notify PRN in writing of this fact, and provide the true, correct and accurate information).

Aggregate Data. PRN may use during and after this agreement all aggregate non-identifiable information and data for purposes of enhancing the Service,  technical  support  and  other  business purposes, all in compliance with the HIPAA Privacy Standards, including without limitation the limited data set and de-identification of information regulations.

3.    PAYMENT TERMS

a.  Payment: For new contracts, payment method will be collected at signup. Subsequent years will be automatically be billed for 12 month terms until cancelled. A 30 day money back guarantee is available; the practice must work with Call Simplified during the first 30 days to setup the account, performing training with the providers, and have the opportunity to resolve any questions during the first 30 days. If there was no communication or training during this time a $150 setup fee will be retained if cancelled.

b.  General: Customer must pay all fees in US$ with a credit card or via ACH quarterly or yearly or upon receipt of an invoice from PRN. Customer is responsible for sales, use, and other similar taxes.  Late payment of fees or invalidity of payment forms, accounts, credit cards, could cause the service to be suspended and be subject to a $75 re-activation fee per Provider. Invoices will be sent via email only.

c.   Pricing Changes: All prices are subject to change to change with 30 days advance notice, unless otherwise described below. Price changes do not affect current agreement terms but may effect renewals unless a new contract is signed for a longer term with current pricing.

d.    Minimum Charge: Pricing is based on number of providers using the system. If more providers are added, you will be charged the additional amount per provider at the rate established in this agreement. There is a minimum monthly charge for each Provider who will receive messages using the App or Web Portal based on the practice subscription level.  Sharing Provider accounts is not allowed. 

e.   Adding or Removing Providers. New (activated) Providers will be charged on a pro-rata monthly basis. Removing (deactivated) providers are charged until the last day of the agreement and can be setup to not auto-renew. All providers within a practice will be billed at the subscription level of the practice.

f.   Cancellation: The first time a new account is created the Customer has 30 days to cancel the service less the $150 setup fee. PRN will make the account available to the Customer within 24 hours of receipt of order document and confirmed payment via credit card or ACH agreement. Customer should then work with PRN over the next seven days to have the system put in place and begin to be actively used within the 30 days. After 30 days cancellations incur a 75% cancellation fee.

4.    WARRANTY/SERVICE LEVEL AGREEMENT/DISCLAIMERS

a.  Mutual Compliance with Laws Warranty. Each party represents and warrants to the other party that it will comply with all applicable laws regarding its performance under this agreement.

b.  Availability Warranty/SLA. Details are available at the www.callsimplified.com/warranty-sla

c.   NO MEDICAL ADVICE PROVIDED BY PRN. The Service does not provide medical advice, provide medical or diagnostic services, or prescribe medication. Use of the service is not a substitute for the professional judgment of health care providers in diagnosing and treating patients. Customer agrees that it is solely responsible for verifying the accuracy of patient information (including, without limitation, by obtaining all applicable patients' medical and medication history and allergies), obtaining patient’s consent to use the Service and for all of its decisions or actions with respect to the medical care, treatment, and well being of its patients, including without limitation, all of its acts or omissions. Any use or reliance by customer upon the Service will not diminish that responsibility. Customer assumes all risks associated with your clinical use of the Service for the treatment of and communication with patients. Neither PRN nor its licensors assume any liability or responsibility for damage or injury (including death) to Customer, a patient, other person, or property arising from any use of the Service.

d.  CUSTOMER’S COMPLIANCE WITH MEDICAL RETENTION LAWS AND PATIENT RECORDS ACCESS. Customer is responsible for understanding and complying with all state and federal laws related to  retention  of medical records, patient access to information and patient authorization to release data. Customer agrees that it will obtain any necessary patient consent prior to using the Service (including without limitation the Patient Request Form) and will apply settings to exclude information from availability in the Patient text message replies as necessary to comply with state or federal law.

e.  DISCLAIMERS. PRN DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE PRN TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURE TO SECURE THE SERVICE, PRN DOES NOT GUARANTY THAT THE SERVICE CANNOT BE COMPROMISED.

5.    MUTUAL CONFIDENTIALITY

a.  Definition of Confidential Information. Confidential Information means all non-public information disclosed by  a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and  the circumstances of disclosure (Confidential Information). PRN’s Confidential Information includes without limitation the non-public portions of the Service.

b.  Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees, contractors and clients (as the case may be) who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement. The Recipient may disclose Confidential Information to the extent required by law or legal process.

c.   Exclusions. Confidential Information excludes information that: Is or becomes generally known to the public without breach of any obligation owed to Discloser, Was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, Is received from a third party without breach of any obligation owed to Discloser, or Was independently developed by the Recipient without use or access to the Confidential Information.

6.    PROPRIETARY RIGHTS

a.  Reservation of Rights by PRN. The software, workflow processes, user interface, designs, know-how and other technologies provided by PRN as part of the Service are the proprietary property of PRN and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with PRN. PRN reserves all rights unless expressly granted in this agreement.

b.  Customer Restrictions. Customer may not:

  • Use the Service or the Licensed Documentation (defined below) beyond its internal operations;
  • Reverse engineer the Service or the Licensed Documentation;
  • Remove or modify any proprietary marking or restrictive legends in the Service; or
  • Access the Service to build a competitive product or service, or copy any feature, function or graphic of the Service for competitive purposes.

c.   Licensed Documentation. The service user guide, sample data, marketing materials and other material provided or accessible through the Service, are licensed to Customer as follows: PRN grants Customer a non-exclusive, license for the duration of the Service to use such materials for Customer’s internal use solely with the Service, with the right to make additional copies of the material for such duration and purpose (Licensed Documentation).

7.    LIMITS ON LIABILITY

a.  No Indirect Damage. PRN is not liable for any indirect, special, or consequential damages (including without limitation, costs of delay, loss of data or information, or lost profits) arising under or related to this agreement, even if advised of the possibility of such loss or damage.

b.  Limit. PRN’s liability for all damages arising under or related to this agreement (in contract, tort or otherwise) does not exceed the actual amount paid by Customer within the 12 month period preceding the event which gave rise to the claim.

8.    TERM, TERMINATION, AND RETURN OF DATA

a.   Termination for Material Breach. Either party may terminate this agreement and the applicable orders if the other party material breaches any term of the agreement or an order and does not cure the breach within 30 days of receipt of notice of breach.

c.   Return of Data. 

d.  Customer Actions upon Termination. Upon termination, Customer must pay any unpaid fees and destroy all PRN property. Customer upon request will confirm that it has complied with this requirement.

e.  Suspension of Service for Violations of Law. PRN may immediately suspend the Service and remove applicable Customer Data if it in good faith believes that, as part of using the Service, Customer may have violated a law. PRN may try to contact Customer in advance, but it is not required to do so.

9.    INDEMNITY

a.  General Indemnity. Customer must indemnify, defend, and hold harmless PRN against all third-party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:

  • Customer’s breach of any term in this agreement,
  • Any unauthorized use, access or distribution of the Service by Customer,
  • Violation of any individual’s privacy rights related to information submitted under Customer’s account, or
  • False,  duplicate,  incomplete,  unauthorized,  or misleading information submitted under Customer’s account or by Customer.

10. GOVERNING LAW AND FORUM FOR DISPUTES.

a.  California Law and Location for Dispute Process. This agreement is governed by the laws of the State of California, without regard to conflict of laws principles. Any dispute arising  out  of  or  related  to  this agreement must be exclusively brought in the state and  federal  courts  for  Los Angeles County,  California. Customer consents to the personal jurisdiction of such courts and waives any claim that it is an inconvenient forum. The prevailing party in litigation is entitled to recover its attorneys’ fees and costs from the other party.

11. OTHER TERMS

a.  Consent to Electronic Communications and Transactions. Customer will have the ability to enter into agreements, authorizations, consents and applications; make referrals; order lab tests; prescribe medications; or engage in others transactions electronically. CUSTOMER AGREES THAT ITS ELECTRONIC SUBMISSIONS VIA THE SERVICES IN CONNECTION WITH SUCH ACTIVITIES CONSTITUTE ITS AGREEMENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS, AND APPLIES TO ALL RECORDS RELATING TO SUCH

b.  TRANSACTIONS. Customer represents and warrants that it has the authority to take such actions.

c.   Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties, and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it.

d.  Feedback. By submitting ideas, suggestions or feedback to PRN regarding the Service, Customer agrees that: (i) such items submitted do not contain confidential or proprietary information; and (ii) Customer hereby grants PRN an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.

e.  No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned (without the consent) as part of a merger, or sale of all or substantially all of the business or assets, of a party.

f.    Independent Contractors and Enforceability. The parties are independent contractors with respect to each other. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.

g.   No Additional Terms. PRN rejects additional or conflicting terms of a form-purchasing document.

h.  Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.

i.    Survival of Terms. All terms survive the Term that by their nature survive for a party to assert its rights and receive the protections of this agreement.

j.    CISG Not Apply. The Convention on Contracts for the International Sale of Goods does not apply.

k.   Customer Name. PRN may use Customer's name and logo in customer lists and related promotional materials describing Customer as a customer of PRN, which use must be in accordance with Customer’s trademark guidelines and policies.

 

INCLUSIVE TO AGREEMENT

 

BUSINESS ASSOCIATE AGREEMENT

This Privacy Agreement ("Agreement") is effective upon signing this Agreement and is  entered into by and between electronically signed ("Covered Entity") and Priority Reply Networks, LLC ("Business Associate").

1.    Term. This Agreement shall remain in effect for the duration that Covered Entity has a subscription to the Call Simplified service, and shall apply to all of the Services and/or Supplies delivered by the Business Associate pursuant to this Agreement.

2.    HIPAA Assurances. In the event Business Associate creates, receives, maintains, or otherwise is exposed to personally identifiable or aggregate patient or other medical information defined as Protected Health Information ("PHI") in the Health Insurance Portability and Accountability Act of 1996 or its relevant regulations ("HIPAA") and otherwise meets the definition of Business Associate as defined in the HIPAA Privacy Standards (45 CFR Parts 160 and 164), Business Associate shall:

  (a)    Recognize that HITECH (the Health Information Technology for Economic and Clinical Health Act of 2009) and the regulations thereunder (including 45 C.F.R. Sections 164.308, 164.310, 164.312, and 164.316), apply to a business associate of a covered entity in the same manner that such sections apply to the covered entity;

  (b)    Not use or further disclose the PHI, except as permitted by law;

  (c)    Not use or further disclose the PHI in a manner that had Covered Entity done so, would violate the requirements of HIPAA;

  (d)    Use appropriate safeguards (including implementing administrative, physical, and technical safeguards for electronic PHI) to protect the confidentiality, integrity, and availability of and to prevent the use or disclosure of the PHI other than as provided for by this Agreement;

  (e)    Comply with each applicable requirements of 45 C.F.R. Part 162 if the Business Associate conducts Standard Transactions for or on behalf of the Covered Entity;

  (f)    Report promptly to Covered Entity any security incident or other use or disclosure of PHI not provided for by this Agreement of which Business Associate becomes aware;

  (g)    Ensure that any subcontractors or agents who receive or are exposed to PHI (whether in electronic or other format) are explained the Business Associate obligations under this paragraph and agree to the same restrictions and conditions;

  (h)    Make available PHI in accordance with the individual’s rights as required under the HIPAA regulations;

  (i)    Account for PHI disclosures for up to the past six (6) years as requested by Covered Entity, which shall include:

     (1)    Dates of disclosure, (2) names of the entities or persons who received the PHI, (3) a brief description of the PHI disclosed, and (4) a brief statement of the purpose and basis of such disclosure;

  (j)    Make its internal practices, books, and records that relate to the use and disclosure of PHI available to the U.S. Secretary of Health and Human Services for purposes of determining Customer’s compliance with HIPAA; and

  (k)    Incorporate any amendments or corrections to PHI when notified by Customer or enter into a Business Associate Agreement or other necessary Agreements to comply with HIPAA.

3.    Termination upon Breach of Provisions. Notwithstanding any other provision of this Agreement, Covered Entity may immediately terminate this Agreement if it determines that Business Associate breaches any term in this Agreement. Alternatively, Covered Entity may give written notice to Business Associate in the event of a breach and give Business Associate five (5) business days to cure such breach. Covered Entity shall also have the option to immediately stop all further disclosures of PHI to Business Associate if Covered Entity reasonably determines that Business Associate has breached its obligations under this Agreement. In the event that termination of this Agreement and the Agreement is not feasible, Business Associate hereby acknowledges that the Covered Entity shall be required to report the breach to the Secretary of the U.S. Department of Health and Human Services, notwithstanding any other provision of this Agreement or Agreement to the contrary.

4.    Return or Destruction of Protected Health Information upon Termination. Upon the termination of this Agreement, unless otherwise directed by Covered Entity, Business Associate shall either return or destroy all PHI received from the Covered Entity or created or received by Business Associate on behalf of the Covered Entity in which Business Associate maintains in any form. Business Associate shall not retain any copies of such PHI. Notwithstanding the foregoing, in the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible upon termination of this Agreement, Business Associate shall provide to Covered Entity notification of the condition that makes return or destruction infeasible. To the extent that it is not feasible for Business Associate to return or destroy such PHI, the terms and provisions of this Agreement shall survive such termination or expiration and such PHI shall be used or disclosed solely as permitted by law for so long as Business Associate maintains such Protected Health Information.

5.    No Third Party Beneficiaries. The parties agree that the terms of this Agreement shall apply only to themselves and are not for the benefit of any third party beneficiaries.

6.    De-Identified Data. Notwithstanding the provisions of this Agreement, Business Associate and its subcontractors may disclose non-personally identifiable information provided that the disclosed information does not include a key or other mechanism that would enable the information to be identified.

7.    Amendment. Business Associate and Covered Entity agree to amend this Agreement to the extent necessary to allow either party to comply with the Privacy Standards, the Standards for Electronic Transactions, the Security Standards, or other relevant state or federal laws or regulations created or amended to protect the privacy of patient information. All such amendments shall be made in a writing signed by both parties.

8.    Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the then most current version of HIPAA and the HIPAA privacy regulations.

9.    Definitions. Capitalized terms used in this Agreement shall have the meanings assigned to them as outlined in HIPAA and its related regulations.

10.    Survival. The obligations imposed by this Agreement shall survive any expiration or termination of this Agreement.

 

Covered Entity:
Facility:
Facility Address:
Authorized Signer:
Title:
Date:
Signature:

Business Associate:
Priority Reply Networks, LLC
930 N Doheny Dr Suite 101, West Hollywood, CA 90069
Name: David Finke
Title: President
Signature:  On File at PRN

 V2-161230


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Last Updated Dec 30, 2016