Service Agreement - Terms and Conditions of Use

These Terms and Conditions Service Agreement (“Agreement”) is effective as of the Effective Date (defined below) herein and is between Always There Communications LLC dba 1-800 Notify, a Florida limited liability company (“Provider”). Fax: [phone], Tel: [phone] email: [e-mail] and you and your organization (“Subscriber”).

A. WHEREAS, Provider owns certain web-based software and Services (defined below).
B. WHEREAS, Provider desires to convey and Subscriber desires to receive certain limited rights to the Services pursuant to the terms and conditions contained in this Agreement.
C. NOW, THEREFORE, Provider and Subscriber agree as follows:

1. Effective Date
The Effective date of this agreement is the date when you first send outbound messages using our system or go-live with a Phone Payment IVR system.

2. Definitions
A. “Service” means the service of communicating with patients, members or customers of Subscriber using a supported Communication Method (defined below).
B. “Communication Method” means the method by which patients, members or customers of Subscriber are contacted and currently includes voice phone calls and short message Service (text messages) or email.
C. “Payment IVR” means the ability for a patient, member, or customer to call into an automated phone system on a dedicated phone number (either directly or via transfer from the Subscriber’s phone system). This automated phone system will allow for caller identification and authentication. Once authenticated, the caller hears their account or premium balance owed. The caller then can pay the full amount or a partial amount (based on Subscriber’s business rules). The payment method is securely collected and passed onto the payment processor.
D. “Payment Processor” is the firm that processes the credit card or bank account payment information supplied during a Payment IVR phone call or an outbound billing reminder call or any other service that allows for payments to be made.
E. “Live Transfer” means the ability of a patient, member or customer who receives a call from the Service to transfer to a phone number selected by Subscriber.
F. “Caller ID” means the ability of the patient, member or customer who receives a call from the Service to see a phone number on their phone showing the call has originated from Subscriber. This enhances the likelihood that the patient or customer will answer the call.
G. “Report” means the set of reports and dashboard that allows Subscribers to view and manage their Payment IVR, appointment reminders, or other Services that are accessible by Secure Web Interface (defined below) which includes summary statistics and actual detailed results or call audit logs.
H. “Two-Way Communication” means the ability of the patient, member, or customer to respond to the message received by the Service.
I. “Secure Web Interface” means the secure website by which Subscriber personnel may view the Payment IVR dashboard, view and download reports, upload files for outbound notices (appointment reminders, broadcast messages, etc.), schedule calling campaigns, add/edit authorized users, and perform other tasks related to the Service.
J. “HIPAA” means the Health Insurance Portability and Accountability Act. 1800 Notify is HIPAA Compliant. The patient and customer information from Subscriber are subject to and protected by HIPAA Privacy Rules.
K. “PCI-DSS” 1800 Notify is PCI-DSS compliant and agrees to abide by the PCI-DSS requirements and security regulations required to keep Subscriber’s member, patient, or customer Card Data safe.

3. Service, Enhancements
The Service is protected by copyright laws and other intellectual property laws and treaties. This Agreement grants Subscriber the following rights:

A. The Service is licensed on a per-use basis and not sold and is to be used by Subscriber solely to communicate with existing members, existing patients or existing customers.

B. Any department, group, or office within Subscriber’s organization may use the Service.

C. This Service is provided for the use of healthcare organizations: including but not limited to: managed care organizations, health plans, payer – health insurance companies, hospitals, physician groups, accountable care organizations, individual physicians, physical therapy practices, dental practices, and any medical-related businesses (such as physician billing) to either send outbound messages to their patients/members/customers or receive inbound calls from their patients / members / customers.

D. Use of this Service to contact any person who has not been a patient / member / customer of your organization or a patient/member/customer of your clients (in the case of a service provider), is prohibited. Any such use is against these terms and conditions and becomes the responsibility of Subscriber, not Provider.

E. System modifications: Provider reserves the right to make modifications, enhancements, customizations, improvements and/or changes to the Service and related website at any time without advance notice.

F. Subscriber acknowledges and understands that the Service and related website and software is the property of Provider whose rights are subject to copyrights, trade secrets, and other laws, and that the use of the Service will give Subscriber no rights in or to them. This means that Subscriber also agrees that it will not reverse engineer the software, nor will it attempt to do so.

4. Security, Privacy, Business Associate Agreement, HIPAA and PCI-DSS.

A. The Service is HIPAA-compliant and includes industry-standard secure communications. Provider is committed to keeping your information secure. “HIPAA” shall mean the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, including the Standards for Privacy of Individually Identifiable Health Information and the Security Standards for the Protection of Electronic Health Information at 45 CFR part 160 and part 164, as amended by the HITECH Act and the Final Regulations.

B. Provider will protect Subscriber’s “Protected Health Information” or “PHI” and such terms shall have the same meaning as the term “protected health information” in 45 CFR 160.103, limited to the information created, received, maintained or transmitted by Provider or its Subcontractor from or on behalf of Subscriber.
C. Provider agrees to sign and execute a Business Associate Agreement (BAA) with the Subscriber form. This BAA can be supplied by the Subscriber, or if the Subscriber prefers, can be supplied by the Provider.
D. Provider complies with all applicable federal and state laws and regulations regarding the privacy and confidentiality of all client and physician information. In this regard, Provider’s utilization of personal information is limited to that which is necessary to fulfill its mission of assisting healthcare providers in their practice, while providing the minimum amount of identifiable patient data required to perform the specified communication.
E. Provider will absolutely not disclose, rent, or sell any personally identifiable client information to any third parties.
F. Provider’s web servers employ advanced multi-layered encryption and security firewalls to protect confidential information from unauthorized disclosure, misuse, loss, errors, or alteration. All information is received and sent under Subscriber’s direction and ordered via secure encrypted internet transmission directly from Subscriber’s office.
G. Provider warrants that the service is PCI-DSS compliant and has the safeguards in place to keep the Subscriber’s patient/member/customer card data secure.

5. Fees, Billing and Payment
A. The fees for the Service shall be based on the plan(s) selected on your Service Agreement
B. The billing date is the first (1st) of the month.
C. First Billing Date for Service Usage. For OUTBOUND MESSAGES, your first billing date will be the 1st of the month following sending your first outbound message. For the INBOUND IVR SYSTEM, your first billing date will be the 1st of the month following your IVR Go-Live Date (the first day you allow your customers to start using the IVR after implementation and testing is completed).
D. One Time Setup Fee. The one-time setup fee for the Payment IVR will be issued and is due upon signing of this Agreement.
E. Invoicing and Payment. The Provider shall issue electronic invoices that can be paid by credit card or electronic checking payment (Bank ACH). The Provider discourages use of paper checks for payment, but instead provides the ability to securely type in the bank routing number and account number to make an electronic payment.
F. Auto-Pay / Payment Method Stored on File. Should a Subscriber decide to store an electronic payment method on file (credit card or bank account), the Provider shall use that payment method to settle the monthly invoices.
F. Late Payment and Suspension of Service. The Provider reserves the right to suspend services when any invoice due becomes more than 60 days late.

6. Month-to-Month Term and Auto-Renewal

A. The term of this Agreement shall be one (1) month from the Effective Date.
B. This Agreement shall automatically renew for an additional one (1) month term unless either party has terminated this Agreement in writing.
C. Subscriber may terminate this Agreement at any time with written notice to Provider via email at [e-mail]. Subscriber shall be liable for all normal Service and usage charges incurred until the Service is terminated and agrees to pay such normal fees. There are no early termination or other charges should Subscriber decide to terminate prior to the end of the term of this Agreement.

7. Service Warranty and Disclaimers
Provider warrants that the Service has been developed and is maintained in conformity with generally prevailing industry standards. Subscriber must report any material breach or deficiencies of the Service in writing to Provider within thirty (30) days of the occurrence. Provider shall make all due efforts to correct any issue as quickly as possible. Should any issue not be corrected within forty-five (45) days to Subscriber’s satisfaction, Subscriber may choose to terminate the Service immediately and will not owe any amount for that current month’s Service.
EXCEPT AS SET FORTH IN THIS AGREEMENT, SUBSCRIBER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON/OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.

8. Amendments and Governing Law
This Agreement shall only be modified by written amendment signed by both parties. Each Article and provision of this Agreement is severable, and if one or more are declared invalid, the remaining Articles or provisions of this Agreement shall remain in effect. This Agreement shall be binding on each party’s successors and assigns. The laws of the State of Florida shall govern the terms of this Agreement without regard to the conflict of law provisions. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous written or oral agreements, understanding or promises regarding the subject matter contained herein.

9. Notice Provision, Marketing and Miscellaneous Terms
A. All notices shall be sent to the the contact email addresses provided to the Subscriber and, if to the Provider, sent to the email address or mailing address shown at the top of these Terms and Conditions.
B. Provider, with the express written consent of Subscriber, shall be entitled to use testimonials, case studies or other related items related to the Service for marketing purposes.
C. Except to the extent provided above, all other terms and conditions of the referenced Agreement shall remain in full force and effect.
D. The individuals signing this Agreement represent and warrant that they are duly authorized to sign this Agreement on behalf of their respective companies and have the authority to bind such companies