Features or Products:  Additional Terms and Conditions for use certain features or products, if purchased by you:

• Clinical Quality Initiative Tools: 

You may purchase certain reports and/or other tools that will calculate certain values that can assist in providing the information necessary to meet some, but not all, of the requirements of certain medical home programs' recognition quality measures or other incentive programs.  We make no representation that these reports are sufficient to meet any particular measure, nor that they include every report or functionality necessary to achieve or maintain eligibility with any particular program. It is Your responsibility to determine whether and when Your use of these tools will meet the applicable requirements to achieve and/or maintain eligibility for incentives by the program of Your choice. 

• Direct Messaging:  A direct address will allow its owner to send and receive PHI securely through e-mail. Providers will only be able to communicate with others who have a direct e-mail address and whose addresses are part of enrolled trust communities. You understand and agree that the direct messaging vendor will require certain information and documentation to be completed by You in order to perform its ‘identity proofing’ services and issue email addresses.  We will assist in transmitting necessary forms and information between You and the vendor; however, You are responsible for timely completion of all paperwork in accordance with instructions and understand that failure to do so may result in the need to re-start the process which will incur additional costs such as notary fees. You understand that We will not, and are not permitted to, activate direct emails for You unless and until Your vendor authorizes Us to do so. At all times during the identity proofing process and after activation, You are responsible for notifying Us of any changes in employment or other status that requires a change report to the appropriate vendor. You must secure one Direct address for each Practitioner. You may purchase additional addresses for staff at then-current rates.

• EPCS, ePrescribing and/or PDMP. Registration of  electronic prescribing of controlled substances (“EPCS”), ePrescribing ('eRX") and prescription monitoring ("PDMP") is facilitated for the OP licensed providers You list as eligible. You acknowledge that the enrollment in the EPCS/eRX/PDMP program(s) and identity-proofing process may take a month or more to complete and may require additional information and documentation to be completed between You and the third party vendor providing these services. We will assist in transmitting necessary forms and information between You and the vendor; however, You are responsible for timely completion of all paperwork in accordance with instructions and understand that failure to do so may result in the need to delay and/or re-start the process which will incur additional costs. Once your practice is in the OP implementation process, You will receive the instructions on how to enroll in the program(s) and complete the identity-proofing process. Each eligible provider must follow all steps to complete the outlined processes within the timelines required by the vendor. You understand that We will not, and are not authorized or permitted to activate EPCS/eRX/PDMP services unless and until the vendor authorizes Us to do so. You represent and warrant that You will comply with applicable law governing electronic prescribing of controlled substances and prescription monitoring, and with the EPCS/eRX/PDMP vendor’s instructions and recommendations in the enrollment process. Further, You represent and warrant that You agree to the terms and conditions set forth to You by such vendor, governing the usage of those services regarding, without limitation, use of tokens on devices separate from those used for prescribing, and security incident notification requirements.

• eLabs: Bidirectional lab functionality in OP (“eLabs”) is provided in conjunction with our third party vendor partner, Change Healthcare (“CHC”) who may require additional information and documentation to be completed by you. We will assist in transmitting necessary forms and information between you and CHC. You represent and warrant that you will comply with applicable law and industry practice governing your use of eLabs, and with CHC’s procedures, instructions and recommendations in the enrollment process and use. You will also be required to create an account directly with your chosen lab, which may require new or additional contracting and documentation specific to its services.  The lab and CHC have the right to decline site approval for your practice. Finally, you must be on the most up-to-date version of OP, and Your PCs must meet the requirements specified in the Documentation. 

• PMX+ Patient Message Exchange Service: Customer represents and warrants that Customer is familiar with the applicable laws governing messaging and Customer will ensure its contents and the transmission of its contents comply with the requirements of the CAN-SPAM Act, as from time to time amended and applicable, and any other present of future applicable governmental law or regulation, whether federal, state, or local that may govern the Customer’s content or its transmission to a recipient through PMX+.

• RemedyConnect Telehealth (“RC Telehealth”). Notwithstanding anything to the contrary in this Customer Agreement, and without limitation thereof, Vendor will license RC Telehealth to You as part of the Services for the Term under the following additional terms and conditions:

1. With respect to any content or information You provide for configuration or use of the RC Telehealth Services, You will be responsible for maintaining, updating, and customizing the information You provide. You will have the authority and responsibility to alter Your standard of care on RC Telehealth so as to ensure that, at all times, such content is complete and accurate in all material respects. You will hold Vendor harmless for any errors, problems, difficulties, or liabilities, including attorneys' fees and costs, resulting from Your changes, alterations, or additions to RC Telehealth.

1. You will provide Vendor with accurate, complete, and updated information as it relates to the RC Telehealth application.Each RC Telehealth application shall prominently indicate that all content contained on it is for general edification only and not intended as medical advice or treatment in any specific situation.

1. You are responsible for maintaining the security of your account. Unless otherwise agreed in writing, Your right to use the Service is not transferable and is subject to any limits established by RC Telehealth. You may not share Your account details or password with others outside of your healthcare practice, nor may You give written, verbal or implied consent for other providers, practices, hospitals or other third parties to use your RC Telehealth application. You are solely responsible for any activity on your account, whether or not authorized by You.

• Rights to Data/Content. Vendor has the right to refuse any membership application and the right to
  cancel any membership without notice and at its sole discretion. You shall not have rights to any data stored in the RemedyConnect Telehealth System except for data which pertains solely to Your secure patient information and any of third party content You provide. The transfer of this data will be billed at Vendor’s current published hourly rates. Payment will be due at the time of transfer.

• “As Is” Disclaimer. You expressly agree that access to and use of Your RC Telehealth application is at Your sole risk. It is provided on an “as is” and an “as available” basis. Vendor does not make, and hereby disclaims, any representations or warranties, express, implied, or statutory, regarding the RC Telehealth application, the related Services, and any products or services offered through the Services, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement of third party rights, and any warranties arising by course of dealing or custom of trade. Vendor makes no representation or warranty that any material, content, products, or services displayed on or offered through the Services are accurate, complete, appropriate, reliable, or timely. Vendor also makes no representations or warranties that Your RC Telehealth application will meet Your requirements, or that Your access to and use will be uninterrupted or error-free, free of viruses, malicious code, or other harmful components, or otherwise will be secure. YOU EXPRESSLY ACKNOWLEDGE THAT YOUR RC TELEHEALTH Application, OR ANY PART THEREOF, IS BEING PROVIDED BY VENDOR SIMPLY AS A TOOL FOR COMMUNICATION AND IT IS NOT BEING PROVIDED BY VENDOR TO YOU OR AN END USER FOR THE MEDICAL ADVICE THAT YOU OR AN END USER MAY PROVIDE TO PATIENTS, OR A THIRD-PARTY MAY PROVIDE TO YOU AND/OR AN END USER AND/OR THEIR PATIENTS, THROUGH USE OF IT. IN THIS RESPECT, VENDOR DISCLAIMS ANY RESPONSIBILITY WHATSOEVER FOR ANY MEDICAL ADVICE THAT MAY BE PROVIDED BY YOU OR AN END USER OR A THIRD-PARTY THROUGH USE OF YOUR RCTELEHEALTH application BY YOU OR END USER.

Implementation and Support:  Professional Services and Service Levels include:

Implementation and Training Services

• Advancement meeting within 3-10 business days post-contracting for introduction to Implementation Project Manager and to schedule delivery of Implementation Instructions.
• Access to solution after receipt of Your completed Practice Workflow Survey, including eLearning.
• Basic set-up and customization of items such as payers, staff/users, fee schedules based on information provided by You.
• Regularly scheduled, role-oriented live Webinars, including Q & A time.
• Weekly email from our implementation team to monitor your progress of completion of checklist items provided in Implementation Instructions.
• Pre-Go Live meeting to assess readiness to use OP in a production environment.*
• Post-Go Live meeting to monitor progress.

*Go Live:  You agree that Go Live will not occur unless 80% of each staff role has achieved a pass rate on applicable eLearning, and You have completed all items on the Implementation Instructions checklist.

Standard Data Conversion

Standard Import Data Specifications: 

• Customer is responsible for procuring data from your legacy vendor in a format specified by OP.
• Vendor will use commercially reasonable efforts to convert the data provided to Us. Vendor makes no guarantee that data conversion will be successful.
• Data elements described in the following url link may be converted into OP if properly provided by Your current vendor: OP | Standard Import Data Specifications 
• You are responsible for reviewing the test data. Customer is required to approve (in writing) the integrity, accuracy, and completeness of the data, and correct any errors or omissions with Your previous software system vendor before a final conversion is performed. 
• Data will be converted into OP in our standard format. We expressly disclaim any responsibility for the conversion of data in the event You are not able to procure the cooperation and assistance of Your previous software system vendor, or do not provide existing data, file components, information regarding the previous system including pre-conversion reports and screen prints, and documentation for the data conversion in the form and format We request. 
• Any data converted into OP must not be construed or used as the authoritative source for any chart audit or legal issue arising prior to OP's use. 
• Data provided to OP is used solely for the purpose of importing into Customer’s instance of OP in OP’s standard format. Office Practicum does not maintain copies of the legacy data provided to it for import.

Support and Service Levels.  See Documentation for information on response time and priorities. We will use commercially reasonable efforts to make the OP and Services available 24 hours a day, seven days a week, except:

a. Scheduled Maintenance. We may schedule maintenance for the installation of, service packs, upgrades, etc.  It also includes shutdowns or reboots that occur in the normal course of maintaining a server. We will use best efforts to schedule this maintenance during off peak hours and notify you at least forty eight (48) hours in advance of scheduled maintenance.

b.Unscheduled Emergency Maintenance. We reserve the right to perform unscheduled emergency maintenance without prior notice if the maintenance is reasonably necessary to maintain the security of OP or its infrastructure.  We will use commercially reasonable efforts to perform such emergency maintenance outside of business hours and use Our best efforts to give You at least two (2) business hours’ notice.

Hour of service subject to change on notice to you. Notifications regarding scheduled or emergency downtime will be issued via email.

Support Services and Availability.  Includes upgrades, updates, resolution of error within OP, first line of support for errors with third party services such as ePrescribing and interfaces, scheduled backup of OP.

• Active Monitoring and Staff available by chat, phone or email contact during posted business hours.
• Certain after-hours and emergency support (subject to additional charge).
• Prioritization of case based on severity of error or issue.

Non-covered services: See Documentation for Services that are not covered, but may be available at additional cost. They include:

• Errors or other issues caused by use of non-vendor hardware or software, or use that is not in conformance with the Documentation.
• Additional and Customized Reports, templates and forms.
• Issues with Your hardware, network systems, internet connection, remote access or other connectivities.
• General or Extended Training.
• Database management (e.g., data extraction/migration).
• Transition or addition of third party services such as labs, HIEs, clearinghouses, etc.

Integrated Third Party Software Licensing Requirements

Provision of certain software or content of third party vendors is dependent on continuing contractual relationship between Us and such third party vendors, which agreements require You as Sublicensee to acknowledge and agree to the following:

• Health Language, Inc. (“HLI”) healthcare terminology management: Health Language, Inc. (HLI) grants a limited nonexclusive and nontransferable sublicense for certain HLI Technology through Us to You subject to this written agreement.  ✦You acknowledge that HLI owns the HLI Technology subject to the sublicense. You agree to protect all intellectual properties in the HLI Technology, including without limitation, patents, copyrights, and trade secrets.  Further, You shall not disclose any HLI Technology to any third parties, nor reverse engineer any HLI Technology. WARRANTY DISCLAIMER. ANY USE BY SUBLICENSEE OF THE HLI TECHNOLOGY IS AT SUBLICENSEE'S OWN RISK.  THE HLI TECHNOLOGY IS PROVIDED FOR USE "AS IS" WITHOUT WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEALTH LANGUAGE, INC. AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  HEALTH LANGUAGE, INC. IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE HLI TECHNOLOGY. ✦LIMITATION OF LIABILITY.  NO LIABILITY FOR DAMAGES.  IN NO EVENT SHALL HEALTH LANGUAGE, INC. OR ITS SUPPLIERS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF THE USE OR INABILITY TO USE ANY PRODUCT AND HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL HLI'S CUMULATIVE LIABILITY ARISING OUT OF THIS SUBLICENSE EXCEED THE AMOUNTS ACTUALLY PAID BY SUBLICENSEE TO SUBLICENSOR OR HLI FOR THE HLI TECHNOLOGY PURSUANT TO THIS SUBLICENSE.

• Lexi-CompⓇ DataSets (“Lexi-Comp”): Lexi-Comp provides its clinical drug information and requires You to agree as follows: This product is intended to serve the user as a rapidly accessible, concise initial reference resource and not as a complete reference resource. It does not include information concerning every therapeutic agent, laboratory or diagnostic test or procedure available. The product is clinically oriented and is intended to be used only by properly licensed users who are: (1) researchers who will not use the information for medical diagnosis or treatment, and (2) physicians and other competent healthcare professionals who will rely on their own discretion and judgment in medical diagnosis and treatment. Neither Lexi-Comp nor its third party providers directly or indirectly practice medicine or dispense medical services and, as such, assumes no liability for data contained herein. You assume full responsibility for the appropriate use of medical information contained in the product and agree to hold Lexi-Comp and its third party providers harmless from any and all claims or actions arising from Your use of the product. Lexi-Comp, and its third party providers deliver in “AS IS” CONDITION WITH NO WARRANTY PROVIDED OR ASSUMED, the Database, and documentation describing it. THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH Lexi-Comp AND ITS THIRD PARTY PROVIDERS DISCLAIM.

• American Academy of Pediatrics Bright FuturesⓇ : 

1. You may, and may permit Authorized Users to, display and use the Bright Future’s licensed materials (“Licensed Materials”) only in connection with providing healthcare services to patients, which may include supplying a printed copy of individual documents or limited parts of the Licensed Materials to individual patients on request or on an ad-hoc basis in connection with providing healthcare services.

2. You may not: a) distribute or make available any part of the Licensed Materials (in print or electronic form) to anyone other than Authorized Users or their patients; b) remove, obscure, or change any copyright notices, disclaimers or other proprietary legends incorporated in the Licensed Materials; c) alter, abridge, adapt or modify the Licensed Materials or prepare derivative works based upon the Licensed Materials; d) make the Licensed Materials available to the public via the Internet, World Wide Web or other un-secure network; e) make sublicenses or agreements for access to the Licensed Materials with other individuals, organizations, vendors, affiliates, or partners, who are not their own individual Authorized Users; or f) use, or allow the use of, the Licensed Materials in contravention of any federal, state, local, foreign or other applicable law, or any rules or regulations of regulatory or administrative organizations.

• Eprescribing Services (SurescriptsⓇ and Dr. FirstⓇ)

User Identification. You will ensure all messages transmitted to Surescripts or DrFirst originate from Authorized Users who are employed by, subject to the direction and control of, or otherwise are licensed, registered, and authorized healthcare providers registered by You with Us. Identity proofing and authentication will be conducted only in accordance with all industry standards and regulatory requirements.

User Representation. You represent and warrant that no Authorized Users  is currently under formal investigation, indictment, or prosecution and has not been convicted, disciplined, or sanctioned within the preceding five (5) years by any governmental entity or self-regulation program for violation of any government laws or regulations under or related to health care, drugs, or criminal acts. You hereby agree to indemnify, hold harmless, and defend DrFirst, the National Association of Boards of Pharmacy, APPRISS and each of their respective officers, directors, employees, members, contractor’s and affiliates from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from any third party claim in which any above-named party is named as a result of any access or use of the Applications by Customer or its Authorized Users. You agree and shall ensure that the Application is solely to be accessed from and within the United States of America. You further agree that Dr.First is an intended third party beneficiary with rights to enforce the agreement if necessary.

Specific to PDMP: Customers and Authorized Customers shall follow all credentialing and identity validation processes that adhere to all applicable state and federal laws and rules regarding access to PDMP information; to provide DrFirst proof of its state-issued authorization to access PDMP Data, if applicable;  shall not further sublicense, transfer, sell, disclose, export, or otherwise permit access to or use the PDMP Data; verify through the CURES portal that the PDMP Authorized Customer’s CURES account profile is current and maintain accounts with onehealthport (associated fees for which they are responsible). Customer agrees and shall assure its Authorized Customers agree, to the applicable click through Terms of Use, which may be modified from time to time by DrFirst, for all associated products or applications including EPCS PDMP Terms of Use. 

Influencing of Providers.  You will ensure that Authorized Users do not, use any means, program, or device to influence or attempt to influence the decision of an Authorized User to write a prescription for a certain medication or to send the prescription to a certain pharmacy; provided, however, that information related to formulary and benefit plan design and information from payers or other reputable sources providing clinical information shall be exempt from this prohibition, so long as the provider can still access all pharmaceuticals and the provider or patient is not prohibited from selecting a pharmacy.

Use of Data. You will not to retain a copy of, store in any medium, perform analytics on, aggregate in any manner, or otherwise perform any action with relation to any data or information sent through the Surescripts network other than as specifically permitted; and (2) except as specifically permitted, you are a passive conduit of information sent through the Surescripts network.

No Substitution.  The Surescripts network is not a replacement for: (i) a written prescription where not approved as such by the appropriate Governmental authorities or where such written prescription is required for record keeping purposes; or (ii) applicable prescription documentation.  Use of the Surescripts network is not a substitute for a health care provider’s standard practice or professional judgment.  Any decision with regard to the appropriateness of treatment, or the validity or reliability of information, is the sole responsibility of a patient’s health care provider. 

Patient Consent. You will ensure that Authorized Users obtain the consent of the patient prior to requesting Medication History for such patient.  You will also comply with any privacy and patient consent policies of Surescripts related to the delivery of Private Information and/or PHI as may be published by Surescripts from time to time, which policies shall be considered part of the Surescripts Materials.  Data Sources may impose additional privacy and patient consent policies on the delivery of Private Information and/or PHI through the Surescripts network. 

Audit by Surescripts.  You will allow Aggregator and/or Surescripts to access, inspect, and audit records relating to Your use of the Surescripts network, Surescripts Data, and data or information provided by Participants.

Limitations of the Surescripts network.  Surescripts uses available technology to match patient identities in order to provide the Surescripts Services. Because patient information is maintained in multiple places, not all of which are accessible to Surescripts, and because not all patient information is kept in a standard fashion or is regularly updated, it is possible that false matches may occur or that there may be errors or omissions in the prescription benefit and/or medication history information provided.  Therefore, it is the responsibility of any treating physician or other health care provider or facility (not the responsibility of Surescripts) to verify prescription benefit or medication history information through other means with each patient and/or the patient’s representatives before such information is relied upon or utilized in diagnosing or treating the patient. Surescripts is not a health plan, health care provider or prescriber.  Surescripts does not and cannot independently verify or review the information transmitted through the Surescripts network for accuracy or completeness.  Pursuant to the foregoing, You and your Authorized Users acknowledge that, the prescription benefit and medication history information provided hereunder is not complete or accurate, and that neither Surescripts nor any Data Source provides any representations or warranties with respect to the accuracy or completeness of the prescription benefit or medication history information. You release and hold harmless, Surescripts and any person or entity providing prescription benefit or medication history information from any liability, cause of action, or claim related to the completeness or lack thereof of the prescription benefit or medication history information.  You and the Authorized User must confirm the accuracy of the prescription benefit and medication history information with his/her/its patient prior to providing any medical services based thereon, and use his/her/it professional judgment in the provision of care.

Availability of Data Sources.  Surescripts makes no representation or warranty regarding the availability of any particular Data Source or other Participant in the Surescripts network. At any time, Data Sources or other Participants in the Surescripts network may be added to or deleted from the Surescripts network or may limit access to their data, without prior notice. Any Data Source, in its sole discretion, may elect not to receive prescriptions and other messages from any customer and/or prescriber end user.

• Telehealth - AMA Licensed Content: Telehealth services contain licensed content copyrighted by the American Medical Association and CPT is a registered trademark of the AMA. In relation to the Customer’s end use of this content and Vendor’s agreement with the AMA Vendor is authorized to grant Customer a limited, non-exclusive, non-transferable, non-sublicensable license for Customer to use Licensed Content in Vendor’s Licensed Product(s), for the sole purpose of internal use by Customer within the United States. The sublicense granted hereunder shall automatically terminate upon termination of the Agreement between Vendor and AMA, unless prior written consent of AMA is obtained by Vendor or a direct license between Customer and AMA is entered. Customer is prohibited from making Licensed Content publicly available, creating derivative works (including translating), transferring, selling, leasing, licensing, or otherwise making available to any unauthorized party the Licensed Product(s), or a copy or portion of Licensed Content to any unauthorized party, including a subsidiary, affiliate, or other legal entity, however designated, for any purpose whatsoever except as expressly permitted in this Agreement. Customer expressly acknowledges and agrees to the extent permitted by applicable law, use of the Licensed Content is at Customer’s sole risk and the Licensed Content is provided “as is” without warranty of any kind. The AMA does not directly or indirectly practice medicine or dispense medical services. Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The Licensed Content does not replace the AMA’s Current Procedural Terminology book or other appropriate coding authority. The coding information contained in the Licensed Content should be used only as a guide. The AMA is expressly named as a third-party beneficiary of the Customer Agreement. Customer expressly consents to the release of its name to the AMA.