PLEASE READ THIS CUSTOMER AGREEMENT CAREFULLY BEFORE USING OFFICE PRACTICUMⓇ OR REMEDYCONNECT™   SERVICES. 

BY ACCESSING OR USING THE SERVICES, OR BY EXECUTING AN ORDER OR SOW REFERENCING THIS CUSTOMER AGREEMENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS CUSTOMER AGREEMENT AND ITS TERMS AND CONDITIONS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS CUSTOMER AGREEMENT AND, IF ENTERING INTO THIS CUSTOMER AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS CUSTOMER AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. PLEASE REVIEW SECTION 13.4 CLOSELY, AS IT CONTAINS A BINDING ARBITRATION PROCESS FOR RESOLVING DISPUTES INSTEAD OF USING THE COURT PROCESS. 

(These Terms do not apply to your access and use of our website which are goverened by: https://www.officepracticum.com/privacy-policy.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INDICATE YOUR ACCEPTANCE, AND DO NOT SUBSCRIBE, ACCESS OR USE THE SERVICES. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

If you have a separate written agreement with Office Practicum for your use of the Services, this Office Practicum Customer Agreement will not apply to you, unless that written agreement does not cover a particular Service, in which case, this Customer Agreement applies solely to your use of that particular Service.

Office Practicum may update the terms of this Customer Agreement from time to time. Office Practicum will provide you with written notice of any material updates at least thirty (30) days prior to the date the updated version of this Customer Agreement is effective, unless such material updates result from changes in laws, regulations, or requirements from third party vendors. 

THIS Office Practicum Customer Agreement is by and between Connexin Software, Inc., dba Office Practicum or RemedyConnect (“Vendor,” “We,” or “Us”), and the individual(s) or entities named on one or more Orders, Statements of Work or Subscription Agreements with Vendor (the “Customer,” “You,” “Your”). This Customer Agreement governs Your access and/or use of Office Practicum EHR or RemedyConnect website services and any related products or services purchased by Customer (“Services”). These Terms and Conditions, and any appendices are collectively referred to as the “Customer Agreement”. Each statement of work or order form (“SOW” or “Order”) may contain additional terms and conditions which are applicable solely to the Services described in the related SOW or Order.

1. Definitions.
2. “OP” means the Office Practicum® electronic health records and/or practice management software product purchased by You and hosted by Us on remote server (unless otherwise specified by a separate acknowledgement by You) and including certain integrated third party software or applications and any embedded electronic self-help service and support functionalities made available through the use of the OP, all as updated or upgraded during the Term.
3. “RC Telehealth” means the virtual telemedicine platform and software purchased by You, as updated or upgraded during the Term.
4. “Anonymized Data” means Customer Data, including any protected personal or health information, from which names and other unique identifiers have been removed, and from which the individual to whom the information applies, cannot reasonably be identified.
5. “Authorized Practitioner” means any Practitioner for whom You have purchased and registered a User Subscription.
6. “Authorized Users” means Authorized Practitioners and ancillary staff, including non-Practitioner clinical staff, office administrative staff, and billers, authorized by You to use the Services as needed for proper completion of their assigned responsibilities.
7. “Cures Act” means the 21st Century Cures Act: Interoperability, Information blocking, and the ONC Health IT Certification Program, as amended, along with all applicable implementing rules and regulations at 45 CFR Part 170 and Part 171.
8. “Customer Data” means data imported into, or created within, the Services by the Customer, for facilitating Your use of the Services.  Customer Data includes all patient related demographics, diagnoses, services, medications, allergies, test results, images, and other information that may be lawfully extracted from the electronic patient record. Customer Data also includes any Content provided by Customer for use on websites created by Vendor, and Outputs created by the Services.
9. “Documentation” means any publication or document made available to You by or through the Services, which sets out the specifications, user instructions, recommendations, and/or description of the Services.  We may amend Documentation from time to time using our professional discretion without notice to You.
10. “Go Live Date” means the date on which all steps of the Implementation Plan (see Professional Services section) are complete and/or the date You first employ the functional production use of the Services in a live environment, whichever is earlier.
11. “HIPAA/HITECH Rules” means the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, as amended, along with all applicable implementing rules and regulations at 45 C.F.R. Part 160 and Part 164 (collectively “HIPAA”).
12. “Initial Term” means the period of time from the Effective Date to the end of the subscription term indicated on the Order You sign upon purchase.
13. “Monthly Subscription Fee” means all recurring fees payable by You in accordance with this Customer Agreement, plus any additional recurring fees that are incurred when You purchase additional subscriptions, licenses, features or services.
14. “Outputs” mean the responses generated by the Services to Customer Data submitted to the Services including by Authorized Users and Your patients or patient representatives.
15. “Practitioner” or “Provider” means any person who is a principal in, or is employed by or contracted with, Customer and is licensed to practice medicine by the appropriate governmental authority, with or without supervision of a licensed physician. Practitioners include MDs or mid-level physician extenders such as physician assistants, or nurse practitioners. Practitioners also include ancillary providers who are credentialed medical professionals such as behavioral/mental health  professionals, nutritionists/registered dietitians, genetic counselors, lactation specialists, etc., whether residents, or volunteers.
16. “Professional Services” means the implementation, training, data migration and other set-up services, as well as application or technical support, consulting, or IT services that We provide during the Term.
17. “Services” means hosting and provision of the Software, Website Services, Professional Services, Standard Support Services, and other services You purchase in connection with this Customer Agreement.
18. “Software” means OP, RC Telehealth and any related software You purchase from Us under this Customer Agreement.
19. “Standard Support Services” means those support services described at Software Purchases - Additional Terms of Service and at Additional Website Terms and Conditions.
20. “Statement of Work,” “SOW” or ”Order” means any mutually agreed upon and written statement of work, change order, or written documentation, describing Your initial purchase or purchase of add on services or features during the Term. These are governed by the terms and conditions of this Customer Agreement, are considered incorporated herein by this reference, and. may include additional terms and conditions specific to the services described therein. 
21. “Term” means the Initial Term together with any subsequent Renewal Periods, defined herein, or otherwise within any Order or SOW.
22. “User Subscription(s)” means the individual access and user rights provided under this Customer Agreement that You purchase for Practitioners during the Term. 
23. “Virus” means anything or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the operation of or access to any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, or adversely affect the user experience, including worms, trojan horses, Viruses and other similar things or devices.

2. Vendor Obligations.  Subject to and conditioned on Customer’s compliance with the terms and conditions of this Customer Agreement during the Term, We grant You a non-exclusive, non-transferable, limited right to access and use the Services in accordance with this Customer Agreement and the Documentation. 

1. Items not Covered. Services do not include procurement, maintenance or support for hardware, non-Vendor software, network connections or telecommunications links necessary to access the Services, nor any problems, conditions, delays, delivery failures, or other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet or by hardware You purchase. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
2. Modification or Discontinuance of Services. We may make commercially reasonable changes to the Services from time to time, without notice to you; provided that We will notify you of changes that may materially impact your use of the Services. We may discontinue distribution of any part or all of the Services or versions of them.  
3. Suspension.  We reserve the right to suspend or terminate all or any part of the Services, without incurring any resulting obligation or liability, if: (i) You are in breach of a material term of this Agreement or any SOW, subject to applicable notice requirements, or (ii) in our reasonable judgment, there is an emergency security issue or violation of law, in which case We may immediately suspend use; provided that such suspension will be only to the minimum extent and for the minimum duration necessary to prevent, mitigate or terminate the emergency security or violative issue; or (iv) this Agreement expires or is terminated. 

3. Terms of Use. Also see Complementary Client Controls in the Software Purchases - Additional Terms of Service

1. Compliance.  You acknowledge and agree that:
2. You must purchase and maintain one User Subscription for each Practitioner, or other per user access permissions as applicable, and register by name, certification, and other information reasonably required by Vendor to authorize use. 
3. Only Authorized Users may use the Services, and You are responsible for all activity that takes place with Authorized User credentials.
4. Each Authorized User must keep a unique secure password and/or other credentials for their use, the password must be kept confidential, and You will ensure Authorized Users are properly trained on the requirements of this Customer Agreement and the use of Software and Services.
5. You will use all reasonable efforts to prevent any unauthorized access to, or use of, any part of the Software or Services and, if You discover such unauthorized access or use occurs, You will promptly notify Us. 
6. Software and Services are to be used (1) solely for the operation of Your medical practice that contracted with Vendor and (2) in compliance with the terms and conditions of this Customer Agreement, the Documentation, applicable law, regulations and industry standard best practices.
7. Restrictions.  You agree that the following actions are not permitted under this Customer Agreement, and You will ensure that Authorized Users will not, and will use commercially reasonable efforts to make sure a third party does not:
8. Make unauthorized copies, modifications, derivative works, downloads, displays, transmissions, or distributions of all or any portion of the Services in any form or by any means.
9. Access or attempt to access, by any means, Our data or that of any other customer or third party vendor.
10. Access or attempt to access, or allow others to access any of the Services from outside the United States.
11. Attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Services, or to create, develop, market or sell a similar application or service to build a competitive product or services or for any other purpose.
12. License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or make the Services, or any part thereof, available to any party not authorized by this Customer Agreement.
13. Access, create, store, distribute or transmit any Viruses (any thing or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the operation of or access to any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, or adversely affect the user experience, including worms, trojan horses, Viruses and other similar things or devices), or any material that is unlawful, harmful, threatening, defamatory, libelous, obscene, infringing, harassing or racially or ethnically offensive.
14. Reproduce, publish, or distribute content that infringes any third party’s trademark, copyright, patent, trade secret, privacy or other personal or proprietary right.
15. Use the Services in violation of any law, including without limitation HIPAA, Telephone Consumer Protection Act and any spam laws (e.g., CAN-SPAM). 

4. Proprietary Rights.

1. Intellectual Property.  You agree that: (i) We (or our licensors) own the Software and the Services which are protected by copyright, trademark, and other intellectual property laws; and (ii) You do not acquire any right, title, ownership or interest in or to Software, the Services or any written or graphic content provided by, through, or in relation to the Services, including but not limited to, text, photographs, illustrations, trademarks, service marks, logos, and designs, whether provided by Us, another customer of the Services, or a third party.
2. Customer Data.  You own and will retain all rights, title and interest in and to all of the Customer Data. You have and will continue to have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data. No ownership rights in Customer Data are transferred to Us, except that You grant to Us all rights and permissions necessary to use and access the Customer Data for the performance of Our obligations and other permitted uses under this Customer Agreement.
3. Use of Customer Data.  For purposes of data aggregation services and for proper management and administration and enhancement and performance of the Services, You agree that We may: i) extract Customer Data, de-identify it, and create Anonymized Data from it; ii) aggregate Anonymized Data with other customers’ and share aggregated information with other customers for purposes of creating shared information such as practice management dashboards showing comparative data, quality measures, and inclusion in research studies; and iii) use, disclose, market, license and sell the Anonymized Data. We own and retain all right, title and interest in the Anonymized Data.
4. Ideas. During our relationship, You may provide ideas, plans, workflow designs and other materials to Us, and collaborate with Us in order to enhance or customize OP, RC or the Services to better meet Your specific needs.  Any and all such contributions which become incorporated into the Software or Services are, without exception, Our property with no claim or reservation of intellectual property rights by You, and We may implement any of Your ideas, plans, work processes or business rules and may re-use them in whole or in part for the implementation of the Software or Services for any of our other customers.  Nothing in this section applies to Your content, brands, trademarks, copyrighted materials, or other intellectual property interests contained in Customer Data.

5. Professional Services.

1. Implementation and Training.  After contracting, payment of any down payment, and completion or submission of other documentation or information we reasonably ask of You, We will provide a go live checklist and timeline of milestones (“Implementation Instructions”) which You will be required to follow and complete for successful implementation and training.  We and You mutually agree to use all commercially reasonable efforts to carry out our respective responsibilities contained in the Implementation Instructions, and any supplemental instructions or recommendations We make to You related to implementation, configuration, or training in a timely and efficient manner. We may require acceptance by You via electronic signature or response as documentation of completion at certain milestones by each party and readiness for next steps. Without limitation of the foregoing, unless prior arrangements are made by mutual agreement between us, if You are unable or unwilling to begin training or take steps toward implementation within 3 months of contracting, or otherwise delay in making progress for such extended period prior to Go Live, Your Monthly Subscription Fee will begin regardless of terms herein to the contrary, and/or We may terminate the Customer Agreement subject to Section 12.3. Vendor will not be responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement. Additional requirements of implementation are found here in the Documentation Software Purchases - Additional Terms of Service
2. OP Availability and Support. We agree to provide access to OP and make all Services available as necessary during implementation and training, and for full production use as of the Go Live Date, and continue during the Term, so long as You are in compliance with the Customer Agreement and the Documentation. You, Authorized Users and/or Your external contractors or agents must follow Our protocol and procedures detailed in the Implementation Instructions, Documentation, or any Statement of Work to request and receive support services, including providing all relevant information, staff, IT support, access to software, systems and other resources reasonably necessary to identify and remediate the issue. Upon notice by Customer’s designated contacts to Vendor of any material error or defect Customer believes to exist in the Services, and, if Vendor is able to confirm that such material error or defect exists through independent testing, Vendor will use commercially reasonable efforts to correct any such material error or defect. Additional details regarding scope of support services, protocol for contacting support, hours of operations, cost of services outside scope and response times can be found in the Documentation at Software Purchases - Additional Terms of Service.

6. Data Retention and Management. 

We agree to follow our privacy, security and archiving procedures, for protecting Customer Data as set out in the Documentation and in accordance with the Business Associate Agreement. Even so, You are responsible for (i) implementing your practice’s own, appropriate administrative, physical, technical, and security safeguards, to protect Customer Data from (1) corruption, loss, or damage, or (2) unauthorized access, use, or alteration, in compliance with applicable laws; and (ii) validating the accuracy of all output and reports from OP or the Services. We are not responsible for the privacy or security of data transmitted or held by services or applications that are not directly integrated with Software or Services. In the event of any corruption, loss or damage to Customer Data, Your sole and exclusive remedy is that We use commercially reasonable efforts to restore the lost or damaged Customer Data from the latest back-up that We maintain in accordance with the backup procedures shown in the Documentation. We will not add to, delete from, modify or process Customer Data, except as may be required by law, or by this Customer Agreement in order for Us to perform our obligations, and then only upon receipt of your written request. In this event, You represent that You are entitled and permitted to transfer or modify the relevant Customer Data and permit Us to do so at Your direction and on Your behalf.

7. Other Products and Services. 

1. Third Party License Agreements. We grant You a non-exclusive, non-transferable license to use the third party integrated software components in the Services and transfer to You all rights in the third party integrated software components that We are permitted to transfer. We will enforce such rights warranties and indemnities on your behalf, as applicable. Access to certain integrated third-party software and/or services such as electronic prescribing, clearinghouses, clinical decision support, or clinical laboratory reporting services may be subject to certain terms and conditions imposed by such third party vendors, including those listed here: Software Purchases - Additional Terms of Service . Some of these third party requirements may be presented to you upon registration or renewal of a service, or at your option through your use of the Services. You understand that these third party vendors may modify or amend their requirements and require Your acceptance in order to provide the service. You are responsible for understanding and complying with the terms of those third party agreements.
2. Information/Online Links. Information and content regarding clinical treatment, medicines, vaccines, billing, coding, incentive programs and other related information may be provided by or contained in the Services, and may have been posted or provided by Us, other users through shared forums, through third-party websites, from third party integrated components, or from other sources. Such information and content are intended by Us for instructional and/or educational purposes only, or by the third party vendor for provision of its services, and do not constitute professional medical, legal or financial advice.  We make no representation or warranty, and have and will have no liability or obligation for the accuracy, applicability or completeness of such information or content. You agree to assume full risk and responsibility for its use.  We do not endorse or recommend any provider of such information or content or associated product. You agree to be solely responsible for the appropriateness, accuracy, and privacy of any information or content that You provide, share or request Us to create or input in connection with Your use of the Services.

8. Payment Obligations.

1. Monthly Payments.  We will invoice you monthly. All payments are due within ten (10) days of the invoice date.  If We have not received payment when due, We may, upon thirty (30) days’ notice, suspend access to any part or all of the Services except for read-only access, and We may terminate this Customer Agreement for breach  (upon proper notice), in addition to such other legal remedies We may have. We may charge interest on the amount of overdue payments at a rate equal to 1.0% per month (or the highest amount allowed by law, if less). Customer will reimburse Vendor for all attorney’s fees and other costs incurred by Vendor in collecting any past due amounts.
2. Taxes: You are responsible for any applicable Sales or Use Tax which will be invoiced, unless You provide Us with a valid tax exemption certificate.
3. Payment Increases. We reserve the right to increase the Monthly Subscription Fee on an annual basis during the Term, effective on each anniversary of this Customer Agreement, which shall be determined in good faith and in accordance with commercially reasonable practices. Further, We reserve the right to charge You for additional modules, features or functionalities that may be required to meet applicable regulatory requirements imposed in relation to the use of OP, subject to applicable limitations as may be imposed by law. 
4. Minimum Monthly Payment. The provider count on Your Order indicates your minimum commitment during the Term. Your monthly invoice will not be reduced if You reduce the number of providers during the Term.
5. Add On Purchases. You may purchase additional User Subscriptions, RC Website seats or other features or services during the Term at Our current rates.  Add on purchases shall be for a term equal to the longer of twelve (12) months or the number of months remaining in the Term. 

9. Confidentiality. The parties agree:

1. Confidential Information. “Confidential Information” means any and all proprietary information of either party (“Disclosing Party”) who disclosed Confidential Information to the other (“Receiving Party”), including, but not limited to, Customer Data; Documentation; employee information; pricing, the contents of this Customer Agreement, and other financial or business affairs; and any intellectual property and trade secrets including specifications, processes, inventions, source code, object code, copyrighted material, databases, software programs, product plans and design, customer information; sales and marketing material and methodologies; proprietary products or materials.  Confidential Information does not mean information that: (i) was in the Receiving Party’s possession before being disclosed by Disclosing Party, as long as the source of that information was not known by the Receiving Party to be bound by any obligation of confidentiality to the Disclosing Party; (ii) is or becomes generally known to the public through no act or failure to act on the part of the Receiving Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information.
2. Protection of Information.  Except as otherwise permitted under the Cures Act, the Receiving Party will keep in confidence and trust all Confidential Information it learns of or receives during the Term, and will not use, reproduce, or disclose to others any Confidential Information without the advance written consent of the Disclosing Party, except (i) as may be directly necessary in the ordinary course of performance of its obligations under this Customer Agreement, or (ii) in accordance with a judicial or other governmental order.   Each party agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for breach of this paragraph and that such breach would cause irreparable harm to the other; therefore, the non-breaching party has the right to seek immediate injunctive relief, in addition to whatever remedies it may have at law or under this Customer Agreement.  The parties further acknowledge and agree that the failure to maintain the confidentiality of the other party's Confidential Information, as required by this Section, is a material breach of this Customer Agreement. 
3. Cures Act. Notwithstanding anything to the contrary herein, except for non-user facing aspects of any ONC certified technology within the Product and Services,  Customer shall not be prohibited or restricted from making any communication regarding usability, interoperability, security, user experiences, nor business practice related to such certified Product and Service, or to Vendor as such is related to exchanging EHI, and how a user used such technology, nor, to the extent Vendor is prohibited from such restriction, any such other information or disclosures under Cures Act 45 CFR 170.403, subject to the terms and conditions thereof.

10. Representations, Warranties, Compliance.

1. Authority. Each Party represents and warrants that, as of the Effective Date of this Customer Agreement: (a) it is a duly incorporated or organized legally recognize entity validly existing and is in good standing under the laws of the jurisdiction in which it is organized,  and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified and in good standing would  have an adverse effect on its business  activities, ability to perform its obligations under this Customer Agreement or compliance with any of its promises, representations and warranties hereunder; (b) it has all necessary corporate power and authority to own lease and operate its assets and to carry on its business as presently conducted and as it will be conducted pursuant to this Customer Agreement; (c) it has all necessary corporate power and authority to enter into this Customer Agreement and and to perform its obligations; (d) the execution  and delivery of this Customer Agreement and the consummation of the transactions contemplated by each have been duly authorized by all necessary corporate actions; (e) this Customer Agreement constitutes a legally valid and binding obligation of each Party enforceable against it in accordance with its terms except as may be limited by applicable  bankruptcy, insolvency,  reorganization, moratorium, fraudulent conveyance, and any other law of general application affecting enforcement of creditors' rights generally; (f)  there are no threatened or actual claims or suits in connection with any matters, including patents and other intellectual property matters that would materially adversely affect either Party’s ability to perform its obligations under this Agreement; and (g) it shall be in compliance with its respective representations and warranties continually during the Term.
2. Compliance. Each party represents and warrants that it will comply with all laws and regulations applicable to the provision, or use, of the purchased Services. 
3. HIPAA/HITECH. The parties agree that all Customer Data that constitutes medical records and patient identifiable information contained within the Services are to be treated as confidential so as to comply with all local, State and Federal laws and regulations including, without limitation, HIPAA/HITECH Rules.  Accordingly, the parties have executed and shall comply with all provisions of the Business Associate Agreement linked here Business Associate Agreement, which shall be incorporated herein by this reference. 
4. Medical Judgment and Third Party Contracts. Customer represents and warrants that only properly licensed medical healthcare professionals shall be employed and utilized in conducting a diagnosis, procedure, treatment, or other healthcare services necessary in connection with their use of Software or Services. You acknowledge and agree that the Software and Services,  including AI scribe Services (or any other AI supported services), are not intended to be a substitute for any user’s knowledge, expertise, skill or judgment, and You will not consider any part of Software or Services, including third party services, to indicate that any given course of treatment is safe, appropriate, preferred, or effective for any given patient. Additionally, the Software and Services, are not intended to be a substitute for any user’s knowledge, expertise, or judgment with respect to any contractual obligation you have to third parties, including third party insurance payers, and You will not consider any part of Software or Services, including third party services, to indicate the appropriate or allowed coding, billing or other information required of you by such third party. We have and will have no liability or indemnification obligations related to any failure by a user to exercise the requisite knowledge, expertise, skill or judgment which may result in any liability or damages due to malpractice, failure to warn, negligence, fraud, mistake, or any other basis. 
5. Reliance on Outputs. Outputs are provided on an as-is basis, and Outputs may contain material inaccuracies and may not reflect current, accuate, or complete information. Neither Vendor nor its third party service provider make any representation or warranty with respect to the accuracy of any Outputs. Customer agrees it will not rely on or make available to patients or any other parties any Outputs without independently confirming their accuracy.
6. Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT LIMITATION OF ANY OTHER TERM OF THIS CUSTOMER AGREEMENT AND EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS CUSTOMER AGREEMENT, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND AS AVAILABLE, AND WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.  WE MAKE NO REPRESENTATIONS OR WARRANTIES, AND ARE NOT RESPONSIBLE FOR: (a) ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE PRODUCTS AND SERVICES; (b) PROBLEMS CAUSED BY THE OPERATING CHARACTERISTICS OF COMPUTER HARDWARE OR COMPUTER OPERATING SYSTEMS, USED BY YOU IN CONNECTION WITH THE USE OF THE PRODUCTS AND  SERVICES, OR FOR PROBLEMS IN THE INTERACTION OF THE PRODUCTS AND SERVICES WITH NON-VENDOR SOFTWARE; (c) DAMAGE OR HARM CAUSED BY ANY THIRD-PARTY PRODUCTS OR SERVICES; OR (d) CORRUPTION, LOSS, DAMAGE, THEFT, OR UNAUTHORIZED ACCESS OF CUSTOMER DATA. WE MAKE NO REPRESENTATION OR WARRANTY THAT (i) YOUR USE OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR (ii) THAT THE PRODUCTS AND SERVICES, DOCUMENTATION, REPORTS, OR INFORMATION OBTAINED BY YOU THROUGH THE PRODUCT AND SERVICES WILL MEET YOUR REQUIREMENTS OR SPECIFIC NEEDS OR (iii) THAT YOUR USE OF THE SERVICES WILL ACHIEVE ANY INTENDED RESULT (INCLUDING, WITHOUT LIMITATION, INCREASED REVENUE OR OTHER FINANCIAL GAIN).

11. Indemnification.

1.  Indemnification by Customer.  You agree to indemnify, defend and hold Vendor and our directors, officers, employees, and agents harmless from and against any and all liabilities, claims, damages, and expenses, including reasonable attorney’s fees and court costs, which may arise out of or in connection with Your, or Your employees’, agents’, third party contractors’ or assigns’ for the following: i) use of the Software or any of the Services that is not permitted by, or is in breach of this Agreement; ii) a claim that Vendor’s use of the Customer's Data or Customer Content infringes the intellectual property rights of a third party; and iii) claims for libel, slander, invasion of privacy or infringement of copyright, and invasion and/ or alteration of private records or data arising from any information, data or message transmitted by You over Your network or system or through the Software or Services; and iv) negligence or willful misconduct.
2.  Indemnification by Vendor.  We agree to indemnify, defend and hold You and Your directors, officers, employees, and agents harmless from and against any and all liabilities, claims, damages, and expenses, including reasonable attorney’s fees and court costs, which may arise out of any third party claim that the Services infringe or misappropriate any patent, copyright, trade secret or trademark of such third party provided that You promptly notify Us of any such claim, and agree that Vendor has full authority and control over the defense. In any event We have and will have no obligation or liability under this paragraph arising from: (i) Your use of the Services in a modified form or in a manner contrary to the terms and conditions of this Customer Agreement or the Documentation; (iii) any content, information or data provided by You, other users of the Services, or other third parties; or (iv) Your continued use of OP or the Services after You receive notice of the alleged or actual infringement
3. Possible Infringement.  If We reasonably believe OP or the Services infringe a third party’s intellectual property rights, then We will, at Our option and expense: (i) obtain the right for You to continue using OP or the Services, (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify OP or the Services so that they no longer infringe. If We do not believe the foregoing options are commercially feasible, then We may suspend or terminate Your use of the impacted portion of OP or Services. If We terminate any portion of OP or Services, then We will provide a pro-rata refund of the unearned fees, if any, You actually paid applicable to the period following termination of such Services.
4. Limitation of Liability. IN NO EVENT: (A) WILL ANY LIABILITY OF OURS ARISING OUT OF OR RELATED TO THIS CUSTOMER AGREEMENT EXCEED THE TOTAL MONTHLY SUBSCRIPTION FEES PAID DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY; AND (B) WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, THIRD PARTY FAILURE TO PROVIDE TECHNICAL SUPPORT, LOSS OF REVENUES OR BUSINESS INFORMATION OR BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS).  THE LIABILITIES LIMITED BY THIS PARAGRAPH APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (IV) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS PARAGRAPH, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

12. Term, Renewal and Termination.

1. Term.  Upon expiration of the Initial Term, this Customer Agreement automatically renews for successive periods equal to the Initial Term (each a “Renewal Period”), unless either of Us notifies the other in writing at least 60 days before the end of the Initial Term or any Renewal Period, of its intent not to renew. Early cancellation by Customer will require full payment of all monthly charges for the remaining months in the Initial Term or Renewal Period, including any set up fees and Monthly Subscription Fees (or Minimum Monthly payment if Customer has an RCM bundled package).
2. Termination for Cause.  Either party may terminate this Customer Agreement upon written notice if the other party materially breaches any of its obligations. The non-breaching party must first deliver  written notice specifying the nature of the default and, if the breaching party fails either to cure the default or, if cure within such period is not practicable, to be diligently proceeding to cure the default, within thirty (30) days of receipt of the notice, termination will take effect. Notwithstanding the foregoing, Vendor may terminate this Agreement immediately upon written notice to Customer in the event that Customer (i) becomes insolvent or unable to pay its debts when due; (ii) files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; (iii) discontinues its business; or in the event that (iv) a receiver is appointed or there is an assignment for the benefit of Customer’s creditors. In the event Customer files a case under Chapter 11 of the United States Bankruptcy Code, Customer shall designate Vendor as a Critical Vendor for the purposes of payment priority. 
3. Effect of Termination. Upon termination of this Agreement, You agree to immediately discontinue any and all use of Software and/or Services. All amounts owed to Vendor will be immediately due and payable, and Vendor will disable Customer’s access credentials and cease performance of all obligations under this Customer Agreement and any Order without liability to Vendor; provided that completion of the return of any PHI is subject to the next paragraph.
4. Return of PHI.  It is recommended that you initiate data export capabilities that are available within the Software to retrieve and save Customer Data prior to termination. You are responsible for ensuring You retrieve, or request export from Us, of Your data for compliance with any medical record retention requirements that apply to You.  If within thirty (30) days of the termination date or expiration, We receive a written request from You for the export of Customer Data from an ONC certified product, We will provide one copy of EHI, free of charge. If You request additional data extraction or export services from Us, we may do so in accordance with a separate Statement of Work at current applicable rates. You are responsible for the costs of the necessary hardware, software and configuration of your systems for storage and maintenance of the data thereafter. We will delete Customer Data from the hosted system thirty (30) days after it is provided to You without further notice, after which We have no further liability to You with regard to Customer Data. If no request for data is made, We may delete it at least ninety (90) days after the termination date without further notice. Customer is solely responsible for complying with applicable record retention requirements that apply to the Customer’s business. To the extent Vendor retains Customer Data after the Termination hereof, it shall handle it in accordance with the Business Associate Addendum.
5. Survival of Some Terms. The following Sections will survive the termination of this Agreement:  4, 9, 11 and 13d. The expiration or termination of this Customer Agreement, for any reason, does not release either of Us from any obligation, including any payment obligation that has already accrued.

13. General.

1. Marketing.  You agree We may include Your name or brand features in a list of our customers, online, or in promotional materials and verbally reference You as a customer of our products or services.
2. Force Majeure.  Neither of Us is or will be responsible, nor considered in breach, for any failure or delay in performing an obligation, except for any obligations to make payments, when and to the extent such failure or delay is results from acts, events, omissions or accidents beyond the affected party’s reasonable control, including, but not limited to: (i) acts of God; (ii) flood, fire, earthquake or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order or law; (vi) action by any governmental authority; (vii) national or regional emergency or pandemic; and (ix) shortage of adequate power (“Force Majeure Event(s)” ).
3. Cross Default. A default by Client under this Customer Agreement which is not cured within applicable notice periods constitutes a default under any other agreement  entered into between Customer and Vendor, including any SOW, addendum or amendment for add on services, and a default under any other agreement, SOW, addendum or amendment between the parties shall constitute a default under this Customer Agreement.
4. Dispute Resolution and Arbitration.  Customer and Vendor mutually agree to attempt to resolve any dispute, claim or controversy that may arise, through discussions between managers or officers with authority to enter binding agreements on behalf of each party respectively. If within thirty (30) days of commencing such efforts, You and We are not making progress toward resolution, either party may refer the matter for resolution by binding arbitration pursuant to the Judicial Arbitration and Mediation Services (JAMS) rules, in Philadelphia, Pennsylvania. Therefore, each party gives up their right to go to court to assert or defend their rights under this contract, except for matters that may be taken to Small Claims Court. Each party agrees that the results of the arbitration will be determined by a single neutral arbitrator. Judgment on the award in arbitration may be entered in any court having jurisdiction.
5. Governing Law.  The laws of the State of Delaware apply to the enforcement of the terms of this Agreement.
6. Notices.  All notices must be in writing and given (i) by delivery in person, (ii) by a nationally recognized next day courier service, (iii) by first class, registered or certified mail, postage prepaid, (iv) by facsimile or (v) by electronic mail to the address of an appropriate, authorized officer or the specified main contact of the receiving party, which may be changed from time from to time by giving proper notice thereof.
7. Assignment.  You may not assign your rights and obligations under this Agreement, without Vendor’s prior written consent. Upon any permitted assignment, the acquiring entity must agree, in writing, to accept the terms of this Agreement “as is” or as may be modified in our reasonable discretion. An assignment under this paragraph includes any change in control, when a person or entity acquires all or substantially all of Your assets, or a merger or consolidation into another entity. This Agreement shall bind and inure the benefit of the parties hereto and their respective heirs, successors, and assigns; provided, however, that such assignment shall not relieve either party of its obligations to the other as provided herein.
8. Waiver and Order of Precedence.  No failure or delay by either party in exercising any right or enforcing any provision under this Agreement will constitute a waiver of that right or provision, or any other provision. Titles and headings of sections of this Agreement are for convenience only and will not affect the construction of any provision of this Agreement. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form(s), (2) the terms set forth in the body of this Terms of Service, (3) any other terms incorporated by reference herein or any other exhibits or attachments hereto, and (4) the applicable Documentation.
9. Independent Contractors.  We are each independent contractors and do not intend by this Agreement to create a joint venture, partnership or agency relationship of any kind. 
10. Third Party Beneficiaries. Except as otherwise specifically agreed to in writing, here are no third party beneficiaries to this Agreement.
11. Joint and Several.  As to each legal entity named as Customer, if more than one, all obligations of Customer under this Agreement are, and will at all times be, joint and several.
12. Counterparts and Electronic Signatures. The parties may enter into this Agreement by signing in counterparts, which taken together will constitute one instrument. Signatures may be transmitted via facsimile or e-mail (by attachment of a scanned copy in PDF or TIFF, for example), or via electronic signature through a recognized vendor such as DocuSign, any of which, the parties agree, are deemed to have the same legal effect as delivery of an original, “wet” signed copy.
13. Other.  This Agreement, including all documents referenced in it, contains the entire understanding of the parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. If any provision of this Agreement is determined to be legally invalid or inoperative, the remaining provisions of this Agreement continue in full force and effect. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. This Agreement may only be amended by written agreement, signed by an authorized representative. The parties agree, upon reasonable request of the other, to execute further documentation, or take such further action, as may be reasonably necessary or appropriate to carry out the intent of this Agreement.

[End General Terms and Condition]