Terms and Conditions

The Master Services Agreement (this “MSA”) governs these terms and conditions and the use by a Customer of the Services provided by Retriever Medical/Dental Payments, LLC d/b/a RECTANGLE HEALTH, with its principal place of business at 115 East Stevens Avenue, Suite 300, Valhalla, NY 10595 USA (“Rectangle Health”).

Capitalized terms have the definitions set forth in the MSA.  Rectangle Health and Customer may each individually be referred to in the MSA as “Party” or jointly as “Parties.”

WHEREAS Rectangle Health is the provider of practice management, patient payment, hosted software offerings and other services and the Customer wishes to obtain access to the same under the terms of the MSA; and

WHEREAS the Parties desire that the MSA serve as a master agreement between them for the purposes of any attached Order (as defined below) and subsequent Orders that Customer may place with Rectangle Health or a Partner, from time to time.

NOW, THEREFORE, in consideration of the foregoing recitals and mutual promises and covenants hereinafter set forth, the Parties agree to the terms hereof and cause the MSA to be executed and effective as of the date of last signature below (the “Effective Date”).

The Customer will accept the MSA by executing an Order that references this MSA. If the individual accepting the MSA is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to the terms and conditions of the MSA, in which case the term “Customer” shall refer to such entity and its affiliates. If the individual accepting the MSA does not have such authority or does not agree with the terms and conditions of the MSA, such individual must not accept the MSA and may not use the Services.  Any conflict in the language between the MSA and these terms and conditions shall inure to the MSA.

Access and download the full Master Services Agreement >>

Practice Management Bridge® — Bridge™ Compliance package

Terms of Service

These Terms of Service (the Terms of Service) set forth the terms of service between you (“CUSTOMER”) whether an individual or entity, and Retriever Medical/Dental Payments, LLC d/b/a RECTANGLE HEALTH (formerly Data Momma, LLC d/b/a PCIHIPAA) (“PROVIDER”), with its principal place of business at 115 E. Stevens Ave, Suite 300, Valhalla, NY 10595. These Terms of Service include the terms and conditions set forth below and the terms and conditions set forth in the Authorization and Set-Up Form (the Authorization) delivered to CUSTOMER, and any policies, guidelines, and amendments that may be incorporated by reference into these Terms of Service from time to time (collectively with these Terms of Service and the Authorization, the Agreement). By executing and delivering the Authorization to PROVIDER, or by otherwise accessing or using any Services or PROVIDER’s website, CUSTOMER agrees that the Agreement governs the Services (as defined below).

Services

PROVIDER provides the following services that are included in Practice Management Bridge® – Bridge™ Compliance package: (a) Payment Card Industry Data Security Standard (PCI DSS) compliance, and administrative services; (b) data breach protection insurance; (c) Health Insurance Portability and Accountability Act (HIPAA) compliance and administrative services, and breach protection services; (d) Data Backup Services; (e) E-mail Encryption Services; (f) Occupational Safety and Health Act (OSHA) compliance and administrative services, and (g) Other Related Services (clauses (a)-(g) collectively defined as Services). By its execution and delivery of the Authorization to PROVIDER, or by CUSTOMER otherwise accessing or using any Services or PROVIDERs website, CUSTOMER appoints PROVIDER as the exclusive provider of the Services to CUSTOMER. If CUSTOMER’s usage of the Services or data storage requirements exceeds the maximum allowable under the Authorization, the Services shall be increased to the next level of service and CUSTOMER agrees to pay PROVIDER’s then-current Fees (as defined below) for such additional Services.

Third-Party Vendors

CUSTOMER acknowledges and agrees that PROVIDER may utilize one or more third party vendors (each a Third-Party Vendor) in providing the Services. CUSTOMER acknowledges and agrees that (a) PROVIDER may delegate its duties to provide the Services, in whole or in part, to any Third-Party Vendor(s) it designates, and (b) such Third Party Vendor(s) may have their own terms of use, privacy policy or provisions that apply to CUSTOMER. To the extent that the Services utilized by CUSTOMER are provided by a Third-Party Vendor, CUSTOMER acknowledges and agrees that it will be bound by, and accepts, such Third-Party Vendors terms of use, privacy policy or provisions, even if inconsistent with these Terms of Use.

Fees

CUSTOMER agrees to pay for those Services identified or selected on the Authorization, as the same may be amended, supplemented or changed from time to time in PROVIDER’s sole discretion and without prior notice to CUSTOMER (the Fees), including but not limited to changes or adjustments to reflect increased costs incurred by PROVIDER in providing the Services or price changes by Third Party Vendors. Except as set forth in the Authorization, the Fees are due monthly based upon the then-current pricing schedule. Fees are non-refundable once paid. CUSTOMER is obligated to pay all taxes and other charges imposed by any government authority on the Services provided under the Agreement. CUSTOMER may be charged the market rate per gigabyte (GB) used in excess of the amount of GB provided in CUSTOMER’s particular Compliance Package.

Early Termination-Related Fees

(a)       If CUSTOMER cancels the Services prior to the end of any Term (as defined herein), CUSTOMER shall remain liable for all Fees due to Rectangle Health for the remainder of the current Term and CUSTOMER shall not be entitled to any refund or credit for any unused Term. CUSTOMER agrees that any such early termination fee is reasonable.

(b)       If CUSTOMER participates in the PROVIDER’s Merchant Card Processing Account (as described below) and the CUSTOMER terminates the Agreement at any time before the end of the Initial Term, CUSTOMER will pay fee identified in 5(a) above. To the extent that this termination fee exceeds the maximum termination fee permitted at law, then the termination fee assessed will be the maximum fee permitted by such law. In addition, if CUSTOMER has accepted point of sale terminal equipment for use without any obligation to pay a purchase price then CUSTOMER agrees pay a separate non-return fee of $500.00 for each terminal provided as part of the Agreement.

HIPAA Compliance Administrative Services

CUSTOMER may be entitled of up to a thirty (30) day free-trial period of PROVIDER’s Practice Management Bridge® – Bridge™ Compliance package which will include a downloaded service from PROVIDER for HIPAA assessment, documents and various other related services. CUSTOMER will be billed PROVIDER’S regular charges for OSHA Strategic Partnership Program (“OSPP”) Services following the applicable trial period as defined in Fees above.

CUSTOMER may cancel the OSPP Services prior to the end of the applicable trial period by contacting PROVIDER’s customer service by email at care@rectanglehealth.com , or by phone at (800) 337-3630.

If CUSTOMER cancels the OSPP Services during the applicable trial period, CUSTOMER will no longer have access to all data and organization of all data made accessible as part of the OSPP Services.

PROVIDER reserves the right, in its sole discretion, to deny or cancel the OSPP Services trial, as well as to change the features available during such trial, at any time, for any reason or for no reason, without notice, and with no liability.

OSHA Compliance Administrative Services

CUSTOMER may be entitled of up to 60-day free-trial period of PROVIDER’s Practice Management Bridge® – Bridge™ Compliance package which will include a downloaded service from PROVIDER for OSHA compliance requirements, employee training, documents, safety data sheets, and various other related services. In addition, if CUSTOMER is (1) audited by OSHA and (2) fined by OSHA in connection with services provided by Provider, Provider shall reimburse CUSTOMER for the amount of any fine imposed by OSHA directly related to services provided CUSTOMER by Provider in an amount not to exceed $25,000 (“OSHA Reimbursement”). Such OSHA Reimbursement shall not cover any other expenses associated with an OSHA audit or related fine, including without limitation administrative, overhead or legal fees associated therewith. Provided CUSTOMER complies with all requirements, including those referenced below, Provider will initiate the reimbursement payments within 48 hours of receiving the confirmation of audit violation and fine. CUSTOMER will be billed PROVIDER’S regular charges for OfficeSafe OSHA Services following the applicable trial period as defined in Fees above.

Requirements of CUSTOMER to Receive OSHA Reimbursement

To receive service or support under the Plan, you agree to provide (i) your Plan Agreement Number and a copy of your Plan’s original proof of purchase, (ii) a signed agreement with RECTANGLE HEALTH, (iii) Bloodborne Pathogens, Hazard Control Plans and Hazard Chemical E-binder completed, and (iv) documentation that employees have logged into OS and taken their required training.

Limitations on OSHA Reimbursement

PROVIDER may restrict the reimbursement payments to the country where the Covered Plan was originally purchased.  PROVIDER will not provide reimbursement payments in the following circumstances:

(a)       there is not a signed PCIHIPAA agreement between CUSTOMER and an end-user;

(b)       if the Bloodborne Pathogens, Hazard Control Plans, and Hazard Chemical E-binder modules have not been certified as completed;

(c)       if the reported event is caused by an employee or employees who have not logged into OS and have not taken their required trainings;

CUSTOMER may cancel OfficeSafe OSHA prior to the end of the applicable trial period by contacting PROVIDER’s customer service by email at care@rectanglehealth.com, or by phone at (800) 337-3630.

If CUSTOMER cancels the Practice Management Bridge® – Bridge™ Compliance package at any time, including during the applicable trial period, CUSTOMER will no longer have access to all data and organization of all data made accessible as part of the Practice Management Bridge® – Bridge™ Compliance package or created with Practice Management Bridge® – Bridge™ Compliance package and will not be entitled to recover the OSHA Reimbursement.

CUSTOMER may only use the Practice Management Bridge® – Bridge™ Compliance package trial offer once.  PROVIDER reserves the right, in its sole discretion, to deny or cancel the Practice Management Bridge® – Bridge™ Compliance package trial, as well as to change the features available during such trial, at any time, for any reason or for no reason, without notice, and with no liability.

CUSTOMER’s Obligations

(a)       Payment Card Industry Rules

CUSTOMER is responsible for complying with the rules, regulations and terms and conditions between CUSTOMER and Visa, MasterCard, Discover, American Express and all other card networks and associations (and related members and third-party providers) as they may apply and as are modified from time to time (the Rules).

(b)       PCI DSS Compliance and PCI Data Breach Coverage

CUSTOMER shall comply with the rules, regulations, standards and guidelines set forth by Payment Card Industry Security Standards Council (PCI SSC) and any governing committees or boards thereof, as may be amended from time to time (the PCI DSS Rules). CUSTOMER shall comply with any materials, information and instructions that it receives from PROVIDER or Third-Party Vendors regarding the PCI DSS Rules relating to software updates, data back-up account obligations, anti-virus obligations, data breach notification timing, firewalls, and other obligations and requirement necessary to comply with the PCI DSS Rules. CUSTOMER is solely responsible for timely reading and complying with such materials, information and instructions. CUSTOMER acknowledges and agrees that the materials, information and instructions from PROVIDER and/or Third-Party Vendors may require CUSTOMER to implement new or modify old procedures to comply with the PCI DSS Rules and data breach coverage requirements, which CUSTOMER agrees to implement in accordance with this Section.

(c)       Network

CUSTOMER is responsible for the functionality of its network environment and the integration and compatibility of the Services with its network environment. Such network environment includes, but is not limited to, any POS systems, software, hardware, credit card data, network security, firewall, and encryption used by CUSTOMER in its business. CUSTOMER is responsible for remedying inadequacies, failures, weaknesses, incompatibilities, or non-complying aspects in or of CUSTOMER’s network environment revealed by any quarterly PCI DSS scans, annual Self-Assessment Questionnaires (SAQs), or as otherwise noted to CUSTOMER by PROVIDER and/or Third-Party Vendor.

(d)       Information Requests

PROVIDER and/or Third-Party Vendors may from time to time provide to CUSTOMER certain forms or questionnaires to solicit or otherwise request certain information from CUSTOMER to facilitate the provision of the Services hereunder (the Requested Information). Such Requested Information may include, but is not limited to: (i) SAQs, SAQ data entry forms, or SAQ submission forms; (ii) questionnaires, forms or requests for information relating to PCI DSS vulnerability scans or quarterly PCI DSS scan requirements; (iii) questionnaires, forms or requests for information from Visa, MasterCard, American Express, Discover or other card networks or associations, or any information relating the provision of services by such parties; (iv) questionnaires, forms or requests for information from Third Party Vendors or any information relating the provision of services by Third Party Vendors, including the insurer providing data breach coverage; (v) questionnaires, forms or requests for information from the PCI SSC; (vi) questionnaires, forms or requests for information relating to any PCI DSS data breaches; and (vii) questionnaires, forms or requests for information relating to fines or penalties incurred by CUSTOMER. CUSTOMER shall provide the Requested Information in a timely manner to the requesting party, and it shall be true, complete and accurate in all respects. If any of the Requested Information provided to PROVIDER and/or any Third-Party Vendor is or was untrue, incomplete or inaccurate at the time it was made, CUSTOMER shall inform PROVIDER and/or Third-Party Vendor of the discrepancy within five (5) days following CUSTOMER’s discovery of the same, and immediately provide the requesting party true, complete and accurate modifications to correct the Requested Information previously provided by CUSTOMER. If the Requested Information is pre-populated or prepared by PROVIDER and/or any Third-Party Vendor, CUSTOMER is responsible for verifying the veracity, completeness and accuracy of such Requested Information and promptly (but in no event later than five (5) days) informing PROVIDER of any untrue, incomplete or inaccurate statements prepared by PROVIDER and/or any Third-Party Vendor.

(e)       Software Use

From time to time PROVIDER may grant CUSTOMER a limited, non-exclusive, non-transferrable, non-sublicensable and revocable license to install and integrate certain software (the Designated Software) into CUSTOMER’s office management and/or business systems, solely for the purpose of enabling CUSTOMER to access and utilize the Services. CUSTOMER acknowledges that (i) PROVIDER and its licensors have all right, title and interest in and to the Designated Software, including but not limited to all intellectual property rights associated with the Designated Software; (ii) the Designated Software is protected by the copyright laws of the United States, international treaties and conventions, and other laws; and (iii) except with respect to the limited license granted herein, CUSTOMER has no intellectual property rights in the Designated Software (including but not limited to use of any trademarks, trade names, service marks, logos, domain names, or other distinctive brand features), and PROVIDER reserves all rights not expressly granted to CUSTOMER under this Section 9(e). PROVIDER reserves the right at any time to update or modify, or to discontinue, temporarily or permanently, CUSTOMER’s (or any of its customers or patients) access to and/or use of the Designated Software, or any feature or part thereof. PROVIDER may also adopt additional restrictions regarding the use of the Designated Software, or any feature or part thereof. PROVIDER may take such actions with or without notice.

(f)        Applicable Laws

CUSTOMER is solely responsible for complying with all applicable international, national, state, regional and local laws and regulations applicable to CUSTOMER.

(g)       Notifications Regarding Changes in CUSTOMER’s Business or Application Information

CUSTOMER must provide PROVIDER with immediate and prior written notice of CUSTOMER’s intent to: (i) transfer or sell any substantial part of its total assets, or liquidate; (ii) change the basic nature of its business, including selling any products or services not related to its current business; (iii) change ownership or transfer control of its business; (iv) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Agreement assumes any interest in CUSTOMER’s business; (v) change its address or principal place of business; (vi) voluntarily file for bankruptcy, declare insolvency, appoint a receiver, or make an assignment for the benefit of creditors.

(h)       Conduct and Obligations

In connection with the Services and the use of PROVIDER’s website, CUSTOMER agrees that it will not: (i) upload, post or otherwise transmit through or to PROVIDER’s website any content that (a) is unlawful, abusive, threatening, harmful, obscene, lewd, offensive, defamatory or otherwise objectionable, (b) might infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others, (c) contains any viruses, trojan horses, time bombs, or any other harmful programs or elements; (ii) disrupt, place unreasonable burdens or excessive loads on, interfere with or attempt to gain unauthorized access to any portion of PROVIDERs website, its computer systems, servers or networks; (iii) provide false information about CUSTOMER to PROVIDER or any Third Party Vendor; (iv) impersonate any other person, or otherwise attempt to mislead others about CUSTOMER’s identity or the origin of any content, message or other communication; (v) transmit junk mail, chain letters, or other unsolicited bulk e-mail or duplicative messages; (vi) collect information about other visitors to PROVIDER’s website without PROVIDER’s consent or otherwise systematically extract data or data fields, including without limitation any financial data or e-mail addresses; (vii) sell access to or the use of PROVIDER’s website, including any content contained on, downloaded or accessed from such website; (viii) redistribute any content, including financial, legal or other data, provided by PROVIDER or any Third Party Vendor in any manner whatsoever, including by means of printed publication, fax broadcast, Web pages, e-mail, Web newsgroups or forums, or any other electronic or paper-based service or method; or (ix) intentionally alter the format in which financial, legal or other data is provided by PROVIDER or any Third Party Provider, or otherwise circumvent PROVIDER’s or any Third Party Vendors’ regular interfaces to such data.

(i)        Merchant Card Processing Account

CUSTOMER may establish a merchant card processing account and agrees and acknowledges that such account will require CUSTOMER to enter into a separate agreement with a card-processing provider. CUSTOMER agrees to abide by all of the terms of such agreement. CUSTOMER authorizes PROVIDER to refer card processing providers to CUSTOMER for the purpose of CUSTOMER obtaining a new or replacement merchant card processing account.

(j)        Compliance with PROVIDER directions and recommendations

If CUSTOMER transmits, receives or maintains Protected Health Information as defined HIPAA or other personally identifiable information, CUSTOMER agrees to comply with all of the directions and recommendations of PROVIDER in order to protect and safeguard against disclosure of such information in accordance with applicable law. CUSTOMER will implement and maintain all safeguards recommended by PROVIDER to protect the confidentiality, integrity and availability of all Protected Health Information, personally identifiable information and any and all other confidential information.

 

Representations, Warranties and Covenants

(a)       PROVIDER

PROVIDER represents and warrants to CUSTOMER that it shall use reasonable care in the selection of the Third-Party Vendors to provide all or any portion of the Services subscribed for hereunder. If PROVIDER directly provides the Services hereunder, PROVIDER shall use reasonable efforts to ensure that the Services do not contain any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information of CUSTOMER. PROVIDER shall use reasonable efforts to provide the Services and maintain them in an uninterrupted and error-free fashion consistent with its practices in effect as of the date of these Terms of Service set forth above; provided, however, that CUSTOMER acknowledges that Services are a computer network-based service which may be subject to outages, data loss and delay occurrences. In such an event, PROVIDER shall use reasonable efforts diligently and promptly to remedy any and all material interruptions. Nonetheless, PROVIDER will not be liable in any manner for any data losses, interruptions, outages, or other delay occurrences relating to the Services provided by PROVIDER or its Third-Party Vendors.

(b)       CUSTOMER

CUSTOMER represents and warrants to PROVIDER that it has all the necessary legal authority to enter into, and to perform its obligations under, the Agreement. CUSTOMER is (1) in compliance with all international, national, state, regional and local laws and regulations applicable to CUSTOMER and (2) further represents, warrants and covenants to PROVIDER that it shall only use the Services for lawful purposes and will not use the Services in a manner that would constitute a civil or criminal offense.

Independent Contractors

The Agreement shall not be construed as a partnership or joint venture, and PROVIDER shall not be liable for any obligation incurred by CUSTOMER. The relationship between PROVIDER and CUSTOMER is that of independent contractors. Neither CUSTOMER nor its employees, consultants, contractors or agents are agents, employees, partners or joint venturers of PROVIDER, nor do they have any authority to bind PROVIDER by contract or otherwise to any obligation.

Term and Termination

The initial term of the Agreement shall be for a period of one (1) year, commencing on the date the executed Authorization is delivered to PROVIDER or the date on which CUSTOMER first accesses or uses the Services or PROVIDER’s Office Safe™ CUSTOMER Portal, whichever comes first. Thereafter, the term shall be automatically renewed for additional terms of one (1) year each unless and until either party provides written notice of termination to the other party no later than sixty (60) days prior to the end of the then-current term (collectively, the Term). Notwithstanding the foregoing to the contrary, PROVIDER may terminate the Agreement and the Services either (a) upon seven (7) days’ notice to CUSTOMER for convenience at any time for any reason, or no reason at all (Termination for Convenience), or (b) without prior notice if CUSTOMER breaches the terms of the Agreement (Termination for Breach). In the event of a Termination for Convenience, CUSTOMER shall not be responsible for any Fees beyond the date on which PROVIDER terminated the Agreement and Services. In the event of a Termination for Breach, all Fees paid shall be non-refundable and CUSTOMER shall remain liable for all unpaid or agreed upon Fees for the remainder of the applicable Term. CUSTOMER hereby authorizes PROVIDER to debit any charges due by CUSTOMER under the Agreement or any other agreement between CUSTOMER and PROVIDER or its affiliates from any checking, savings, credit card or any other type of account provided by CUSTOMER to PROVIDER.

Website Use

By visiting or using PROVIDERs website, any visitor to the website (User) consents to these Terms of Service and PROVIDERs Privacy Policy with respect to site use. User agrees not to interfere with PROVIDERs website or use it for an illegal or improper purpose. User acknowledges that PROVIDER is protected by copyrights, trademarks, service marks, patents and other proprietary rights and laws. Trademarks, service marks, logos, and copyrighted works appearing in PROVIDERs website are the property of PROVIDER or the party that provided them, who retain all rights with respect to them. Nothing in the Agreement shall be construed to confer a license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights. PROVIDER reserves the right, in its sole discretion, to terminate a User’s access to any or all of PROVIDERs websites and the related services or any portion thereof at any time, without notice and for any reason. Links on a PROVIDER website are not under the control of PROVIDER, and PROVIDER is not responsible for the contents of any linked website or any link contained in a linked site, or any changes to such sites.

Account Access Password

(a)       If CUSTOMER receives a user identification name or password from PROVIDER to access PROVIDERs database or use services offered by PROVIDER, CUSTOMER will: (i) keep the user identification name and password confidential; (ii) not allow any other entity or person to use the user identification name or password or gain access to PROVIDERs database or services; (iii) be liable for all action taken by any user of the user identification name or password; and (iv) promptly notify PROVIDER if CUSTOMER believes the user identification name or password have been used inappropriately or the confidentiality of the information made available through such use has been compromised.

(b)       CUSTOMER agrees that any loss incurred by PROVIDER as a result of any party gaining access to CUSTOMER’s account or PROVIDER’s website using information which that party was not authorized to obtain or using such information in a manner not permitted by the Agreement (including but not limited to improper or unauthorized use of CUSTOMER’s ID number and PIN) shall be the responsibility of CUSTOMER.

 

 

Authorization

CUSTOMER HEREBY AUTHORIZES PROVIDER TO SEND, AND CUSTOMER CONSENTS TO THE RECEIPT OF, SMS TEXT ALERTS AND ARTIFICIAL OR PRERECORDED VOICE ALERTS FOR THE FOLLOWING DESIGNATED PURPOSES: (I) TO NOTIFY CUSTOMER WHEN ITS AUTHORIZATION IS APPROVED OR ACTIVATED; (II) TO NOTIFY CUSTOMER THAT PROVIDER NEEDS ADDITIONAL REQUIRED INFORMATION; (III) TO NOTIFY CUSTOMER OF NEW PRODUCTS OR FEATURES OFFERED BY PROVIDER; (IV) TO NOTIFY CUSTOMER THAT PROVIDER IS TRYING TO REACH IT; (V) TO NOTIFY CUSTOMER OF CUSTOMER SERVICE ISSUES; (VI) TO NOTIFY CUSTOMER OF SERVICE OUTAGES; (VII) TO PROVIDE CUSTOMER WITH INFORMATION REGARDING ACCOUNT BALANCES, TRANSACTIONS, AND SIMILAR MATTERS; AND (VIII) TO NOTIFY CUSTOMER OF ANY MATTERS RELATING TO ITS ACCOUNT. CUSTOMER UNDERSTANDS THAT IT WILL RECEIVE FUTURE SMS TEXT ALERTS AND/OR ARTIFICIAL OR PRERECORDED VOICE ALERTS FOR THE AFOREMENTIONED PURPOSES BY OR ON BEHALF OF PROVIDER TO THE TELEPHONE NUMBER DESIGNATED IN THE AUTHORIZATION AND, HAVING RECEIVED AND REVIEWED THESE DISCLOSURES, CUSTOMER UNAMBIGUOUSLY AUTHORIZES PROVIDER TO DELIVER, OR CAUSE TO BE DELIVERED, AND AGREES TO RECEIVE, SUCH ALERTS THROUGH THE USE OF AN AUTOMATIC TELEPHONE DIALING SYSTEM AND/OR AN ARTIFICIAL OR PRERECORDED VOICE. CUSTOMER ACKNOWLEDGES THAT THE TELEPHONE NUMBER PROVIDED IS IN THE NAME OF AND CONTROLLED BY CUSTOMER, THAT CUSTOMER’S CONSENT IS VOLUNTARY AND NOT REQUIRED (DIRECTLY OR INDIRECTLY) AS A CONDITION TO ITS RECEIVING SERVICES FROM PROVIDER OR ITS AFFILIATED COMPANIES IN ACCORDANCE WITH THE AGREEMENT, AND THAT CUSTOMER HAS THE RIGHT TO WITHDRAW THIS CONSENT AT ANY TIME BY PROVIDING PROVIDER WITH WRITTEN NOTICE OF SUCH WITHDRAWAL IN ACCORDANCE WITH THESE TERMS OF USE. THIS CONSENT IS BEING PROVIDED ELECTRONICALLY IN ACCORDANCE WITH THESE TERMS OF USE.

Notices: Consent to Electronic Communications

By applying for the Services and confirming that it has read the Agreement, CUSTOMER is confirming to PROVIDER that it has the means to access the Internet through its own service provider and download or print electronic communications. CUSTOMER agrees to the receipt of electronic communications by email or by the posting of such information by PROVIDER at one or more of PROVIDERs sponsored websites, such as www.RectangleHealth.com of www.pcihipaa.com. Such communications may pertain to the services delivered by PROVIDER, the use of information CUSTOMER may submit to PROVIDER, changes in laws or Rules impacting the Services or other reasons, such as amendment of the Agreement. In addition, all notices and other communications required or permitted under the Agreement by PROVIDER to CUSTOMER may also be delivered by PROVIDER to CUSTOMER either by FAX, overnight carrier or first-class mail, postage or other charges prepaid, addressed and transmitted as set forth below. All notices and other communications required or permitted under the Agreement by CUSTOMER to PROVIDER shall be delivered by CUSTOMER to PROVIDER by overnight carrier or certified mail, postage or other charges prepaid, addressed and transmitted as set forth below. Notice by FAX or e-mail shall be deemed delivered when transmitted. Notice by mail or overnight carrier shall be deemed delivered on the first (1st) business day after mailing or delivery to the carrier. Following are the addresses for the purposes of notices and other communications hereunder, which may be changed by written notice in accordance with this section.

Further Assurances

At any time or from time to time upon the request of PROVIDER, CUSTOMER will execute and deliver such further documents and do such other acts as PROVIDER may reasonably request in order to effectuate fully the purposes of the Agreement.

Electronic Signature

CUSTOMER may become a party to, and become bound by, the Agreement by completing the Authorization and accepting it electronically over the Internet. This is done by clicking or entering I Agree, by providing an electronic form of signature or otherwise by affirmatively indicating acceptance or consent where requested on an electronic version of the Authorization (any such method constituting an Electronic Consent). By providing such Electronic Consent, CUSTOMER acknowledges that it has received and reviewed all applicable pages, terms and conditions of the Agreement, and it represents, warrants, consents and agrees as follows:

(a)       The electronic agreement process allows CUSTOMER to sign and agree to legally binding agreements online by providing its Electronic Consent;

(b)       CUSTOMER intends to use the electronic agreement process to provide its Electronic Consent;

(c)       CUSTOMER’s Electronic Consent is legally binding, and is governed by the Electronic Signatures in Global and National Commerce Act of 2000, and/or the Uniform Electronic Transactions Act governances (or an amended version thereof) in its state of residence, and CUSTOMER agrees to be bound by these governances;

(d)       The individual providing Electronic Consent on behalf of CUSTOMER is authorized by CUSTOMER to do so and is at least 18 years old; and

(e)       The Electronic Consent will be binding upon CUSTOMER, and will not be construed by a court of law to have any less effect than a standard ink or paper signature.

Privacy

PROVIDER’s website collects and uses information about you and your use of the website.  Our Privacy Policy provides more about the information we collect and how we may use such information.  Please review our Privacy Policy at https://www.rectanglehealth.com/privacy-policy/ which is incorporated to these Terms of Service by reference.

 

 

Practice Management Bridge® — Bridge™ Engagement package

Terms of Service

These Terms of Service (the “Terms”) govern the individual, company and/or organizational (collectively, “you”, “your” or “CUSTOMER”) purchase and use of any of Rectangle Health’s Practice Management Bridge® – Bridge™ Engagement package, including your use of automated calls, Short Message Service (“SMS”), and emails (collectively, the “Services”) available through our website (https://www.RectangleHealth.com or the “Site”), and the software, technical and communications platform(s) available on and through the Site (collectively, the “Platform”). The Platform and Services are made available by Retriever Medical/Dental Payments, LLC d/b/a RECTANGLE HEALTH (formerly Reminder Services, LLC d/b/a ReminderCall.com)(“PROVIDER,” “we,” ”our,” or “us”).

By using the Platform, the Services, or the Site, you agree to the following Terms and the Privacy Policy. These Terms of Service apply to all CUSTOMERS.

PROVIDER reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, or delete any of the terms and conditions of these Terms of Service at any time, including without limitation access policies, the availability of any feature of the Platform and Services, hours of availability, content, data, software or equipment needed to access the Platform and Services, effective with or without prior notice. Although we may attempt to notify you when material changes are made to these Terms of Service, you should periodically review the most up-to-date version here. IF YOU CANNOT COMPLY WITH CHANGES TO THESE TERMS OF SERVICE, OR SUCH CHANGES ARE UNACCEPTABLE TO YOU, YOU MUST TERMINATE, AND IMMEDIATELY STOP USING THE Platform and Services. Your continued use of any aspect of the PROVIDER Platform and Services following any revision to this Terms of Service constitutes your complete and irrevocable acceptance of any and all such changes.

Usage by CUSTOMER

The PROVIDER Platform allows the CUSTOMER to send calls, SMS, and emails to their user database. PROVIDER hosts the Platform and Services on PROVIDER servers. You acknowledge that PROVIDER simply acts as a passive conduit for the distribution and transmission of your information and that PROVIDER has no obligation to screen, preview, or monitor any Content.

Acceptable Use Policy

This Acceptable Use Policy describes actions that PROVIDER prohibits when any party uses the Platform. The Platform and Services may not be used in any illegal, abusive, or another manner that interferes with the business or activities of any other party. The following list gives examples of prohibited activities. This list is provided by way of example and should not be considered exhaustive.

1. Attempting to bypass or break any security mechanism on any of the  Platform and Services or using the Platform and Services in any other manner that poses a security or service risk to PROVIDER or any of its users.
2. Testing or reverse-engineering the Platform in order to find limitations, vulnerabilities, or evade filtering capabilities.
3. Launching or facilitating, whether intentionally or unintentionally, a denial of service attack on the Platform or any other conduct that adversely impacts the availability, reliability, or stability of the Platform or Services.
4. Transmitting any material that contains viruses, trojan horses, worms, or any other malicious, harmful, or deleterious programs.
5. Using the Platform and Services in any manner that violates any applicable industry standards, third-party policies, or requirements that PROVIDER may communicate to its users, including without limitation, all of the applicable guidelines published by the CTIA, the Mobile Marketing Association, or any other accepted industry associations, carrier guidelines or other industry standards.
6. Engaging in any unsolicited advertising, marketing, collections, or other activities, including, without limitation, any activities that violate anti-spam laws and regulations including, but not limited to, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act. This includes using the PROVIDER Platform and Services without obtaining prior express consent where it is required.
7. Using the PROVIDER Platform and Services in connection with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited phone calls, text messages, or emails.
8. Sending automated text messages or calls before 8 a.m. or after 9 p.m. local time.
9. Using the PROVIDER Platform and Services to harvest or otherwise collect information about others, including email addresses or phone numbers.
10. Using the PROVIDER Platform and Services to engage in fraudulent activity with respect to third parties.
11. Violating or facilitating the violation of any local or foreign law, including laws regarding the transmission of data or software.
12. Taking any action to encourage or promote any activity prohibited under this Acceptable Use Policy.
13. Transmitting any material that infringes the intellectual property rights or other rights of third parties.
14. Transmitting any material that is libelous, defamatory, discriminatory, or otherwise malicious or harmful to any person or entity.
15. Transmitting any false information with the intent either to mislead or to prank the recipient.
16. Creating a false identity or forged email address or header, or phone number, or otherwise attempting to mislead others as to the identity of the sender or the origin of a message or phone call.
17. Using the PROVIDER Platform to send content pertaining to industries subject to age-gating regulations: cannabis, medical marijuana, pharmaceuticals, tobacco, alcohol, online gaming, gambling, and online dating apps.

Anti-Spam Rule

PROVIDER maintains a no-tolerance policy toward spam. Although PROVIDER does not assume the duty or obligation to monitor messages, we reserve the right, in our sole and absolute discretion, to monitor any and all messages created or sent by you or any third party at any time without prior notice to ensure that they conform to the guidelines and policies pertaining to our Platform and Services.

Spam includes any type of unsolicited message. You agree that you will not use any third-party list of phone numbers or otherwise engage in unsolicited messaging in connection with the Platform. PROVIDER will immediately terminate any account which it believes, in its sole discretion, is transmitting any spam or other unsolicited messaging, such as unsolicited advertising, marketing, bill collections or other activities that violate anti-spam laws and regulations including, but not limited to:

Telephone Consumer Protection Act (“TCPA”), 47 U.S.C. § 227, et seq., and related regulations, 47 C.F.R. Part 64.1200, et seq; Do-Not-Call Implementation Act; Telemarketing Sales Rule (“TSR”), 16 C.F.R. Part 310, et seq.; Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act of 2003; Mobile Marketing Association (“MMA”) U.S. Consumer Best Practices Guidelines for Messaging; Cellular Telecommunications Industry Association (“CTIA”) Best Practices and Guidelines for Location-Based Services; CTIA Messaging Principles and Best Practices; CTIA SMS Interoperability Guidelines; and Canada’s Anti-Spam Legislation (CASL).

You represent and warrant that your use of the Platform and Services will not cause PROVIDER to violate these or other similar laws.

You agree that it is your responsibility to abide by any federal and state laws applicable to your use of the Platform and Services. You understand and agree that PROVIDER will not be held responsible for damages to you or any third party incurred due to your failure to abide by state or federal laws.

If you are using PROVIDER Services in Canada, you agree to comply with all Canadian telecommunications or privacy laws and rules including rules and orders issued by the Canadian Radio-television and Telecommunications Commission, any National Do Not Call Registry or Unsolicited Telecommunications Rules, the federal Personal Information Protection and Electronic Documents Act or any substantially similar provincial law which may be applicable.

Prior Express Consent (“Opt-In”)

Automated Text Messages

You can send most informational text messages to existing customers without a written opt-in. However, you may not send automated text messages that result in the sale of a product or service to anyone who is on the federal Do-Not-Call list. The federal Do-Not-Call list can be purchased electronically from www.telemarketing.donotcall.gov and must be checked every thirty-one (31) days. You hereby represent and warrant that the owners of the phone numbers to which you transmit text messages that may result in the sale of a product or service using the Platform are not on the federal Do-Not-Call List.

Automated Calls

An existing business relationship with a recipient DOES NOT, in itself, constitute permission to send automated calls to their cell phone. You hereby represent and warrant that the owners of the phone numbers to which you transmit outbound calls through the Platform have expressly consented or otherwise opted-in to the receipt of such messages, in accordance with the TCPA, and other applicable federal, state, and local laws. You will ensure that any and all consents have been obtained, including, without limitation, consent for the delivery of informational, commercial, and/or marketing messages. If the owners of the phone numbers to which you transmit outbound calls through the Platform have not expressly consented or otherwise opted-in to the receipt of such messages, you hereby agree to ask recipients to opt-in to receiving your automated calls or text messages by ONE of the following methods:

• Adding a checkbox and opt-in wording to a paper registration form.
• Adding a checkbox and opt-in wording to an online registration form.
• Asking for permission via email.
• Adding opt-in wording to an existing agreement that recipients routinely sign (contract, terms of service, SOW, etc.).

Automated Emails

All emails sent from the Platform have an unsubscribing mechanism and do not require prior opt-in from United States recipients.

Content Responsibility

You hereby acknowledge that PROVIDER merely provides a Platform (“ReminderCall.com”, or the “Platform”) for facilitating the sending of your calls, text messages, and emails. You hereby confirm that you are solely responsible for the content of your calls, text messages, and emails and that you have sole liability for your communications. You agree to represent truthfully your identity, the identity of your organization, and your product or service in your calls, text messages, and emails. You will obtain all consents, including but not limited to the delivery of informational, commercial, and marketing messages.

PROVIDER does not guarantee the accuracy, integrity, quality, or appropriateness of any messages, communications, information, data, text, music, sound, or other materials (“Content”) through the Services. You acknowledge that PROVIDER simply acts as a passive conduit for the distribution and transmission of your information and that PROVIDER has no obligation to screen, preview, or monitor any Content.

By using PROVIDER, you agree that it is solely YOUR RESPONSIBILITY to evaluate the accuracy, usefulness, completeness, or appropriateness of any Content that you send, receive, access, post, or otherwise transmit through PROVIDER, including Content that may be offensive, indecent or objectionable.

Under no circumstances will PROVIDER be liable in any way for any Content, including but not limited to, for any errors or omissions in any Content; loss, destruction or degradation of any Content; or for any loss or damage of any kind incurred as a result of the use of any Content stored, sent, accessed, posted or otherwise transmitted via PROVIDER.

Additional Responsibilities

Each party shall comply in all material respects with all applicable governmental laws, rules, and regulations.

Confidentiality

Neither party to this agreement will reveal confidential information to any third party or to any employees who do not have a “need-to-know” by virtue of their job function. Confidential information shall include, for example, and without limitation, the information entered by the CUSTOMER for this service, PROVIDER technical, financial, and marketing information, including system use information provided to the CUSTOMER.

Client Privacy

PROVIDER is committed to keeping client confidential information secure. This commitment allows us to collect and communicate information used to assist healthcare providers and clients in facilitating better medical care to their customers. PROVIDER has a Privacy Policy to explain how we will protect CUSTOMER privacy and confidential information. 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 physicians in their practice, while providing the minimum amount of identifiable client data required to perform the specified communication.

• PROVIDER will not disclose, rent, or sell any personally identifiable client information to third parties (although PROVIDER reserves the right to share non-personal, compiled or condensed client information which does not allow a client to be identified or contacted).
• PROVIDER employs 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 the physician’s direction and order via secured encrypted Internet transmission, directly from the healthcare provider’s office.
• PROVIDER reserves the right to change this Privacy Policy at any time by posting the new privacy statement at PROVIDER’s Web-Site Homepage.

Disclaimer

PROVIDER HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. PROVIDER’s SERVICES AND PROPERTIES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE, AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

Proprietary Rights

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

PROVIDER, the PROVIDER logo, and other Rectangle Health logos, product and service names may be trademarks, service marks or other intellectual property of PROVIDER (the “PROVIDER Marks”). You agree not to display or use the PROVIDER Marks in any manner without the prior, express written permission of PROVIDER.

System Modifications

PROVIDER reserves the right to make modifications, enhancements, customizations, improvements and/or changes to PROVIDER’s system and services at any time without advance notice.

Voice Recording and Monitoring Consent

You agree and consent that PROVIDER may record or monitor oral or voice communications, utterances, and conversations or commands made by you during the use of the PROVIDER as permitted by 18 U.S.C. § 2511 et seq., Cal. Penal Code § 632 et seq., and other state laws that regulate call monitoring and recording. By using the Services, you expressly consent and grant PROVIDER the right to record or monitor and use this information in connection with PROVIDER and for the purposes set out in the Privacy Policy.

PROVIDER is under no obligation to monitor or record its services for accuracy, completeness, or quality. You understand that recordings may or may not resemble that which you intend to record and that PROVIDER is under no obligation to ensure that recordings will successfully represent that which you intend to record. You agree that all recordings or monitoring become part of the Content (hereinafter defined) of PROVIDER.

Automated Messages Consent

By using PROVIDER’s platform, you are agreeing to receive automated informational and promotional communications via call, text messages, and emails.

Downtime and Service Suspensions

CUSTOMER acknowledges that CUSTOMER’s use of this service may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the service for any reason, including as a result of power outages, system failures or other interruptions; and PROVIDER shall also be entitled, without any liability to CUSTOMER, to suspend access to any portion or all of the service at any time, on a service-wide basis:

1. For scheduled downtime to permit us to conduct maintenance or make modifications to service;
2. In the event of a denial of service attack or other attack on the service or other event that PROVIDER determines, in its sole discretion, may create a risk to the applicable service, to CUSTOMER or to any of our other customers if the service were not suspended; or
3. In the event that PROVIDER determines that service is prohibited by applicable law or PROVIDER otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”).

PROVIDER shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that CUSTOMER may incur as a result of any Service Suspension. To the extent PROVIDER is able, PROVIDER will endeavor to provide CUSTOMER notice of any Service Suspension and to post updates regarding resumption of Platform and Services following any such suspension but shall have no liability for the manner in which PROVIDER may do so or fail to do so.

Authorization for Payment by Credit Card

The undersigned CUSTOMER hereby authorizes PROVIDER to charge the submitted credit card number in payment for the PROVIDER Services. The undersigned understands that the same terms and conditions normally governing the use of the credit card apply to this use as well. The undersigned authorizes PROVIDER and its agents to perform credit card checks and other credit or financial information or references submitted to PROVIDER, where permitted. The undersigned represents that he/she has authority to request services(s) for the CUSTOMER.

Taxes

CUSTOMER will be responsible for any and all taxes, duties, and similar costs imposed upon, due to, or arising from the service.

Payment

Payment is due upon receipt of invoice. Payments not received within thirty (30) days of the invoice date, shall be charged a late fee. Late payments will be equal to the lesser of 1.5% per month on any overdue amount or the maximum legal rate. CUSTOMER shall remain obligated to make all payments due or accrued under it prior to the date of termination.

Invoicing

All statements and invoices are generated on the first day of the month, or the first working day of the month if the first day falls on a weekend or holiday. All Invoices are due immediately and must be secured with payment methods such as a credit or debit card. If CUSTOMER chooses to be invoiced, the invoice will be delivered electronically and must be paid in no later than thirty (30) days from the date of the invoice, which may be earlier than the date of delivery. If CUSTOMER wishes to have a paper copy of the invoice delivered a $4.50 invoicing fee applies in addition to any penalties or interest should CUSTOMER be late in making a payment.

1. By opening this account and using the PROVIDER service, CUSTOMER gives PROVIDER permission to charge their credit card on a monthly basis for the calls, text messages and emails that are sent from this account.
2. Outbound calls are charged “if successful”, which means that an outbound call was answered by a person, or answering machine. Disconnected numbers that pick up will be charged one credit as a reporting fee. “Unsuccessful calls” are defined as “no answer” or “busy signals”. Unsuccessful calls will not be billed and will be retried at reasonable intervals, subject to constraints of then current callback volume.
3. All reminders are billed based on usage during the previous calendar month.
4. All accounts include unlimited, live technical support.
5. All accounts require the activation of a dedicated phone number billed at $2.50 per month.
6. If a credit card is not on file, payment is due immediately and subject to penalties (a late payment penalty of $20 plus 1.5%) and interest if not paid before the next billing cycle. Billing cycles vary depending on the number of days in the prior month (i.e. there are 28 days in February and 31 in January).
7. Invoices are delivered via email on the first day of the month or the first non-holiday work day that follows the first day of the month. International customers may request a paper statement for $4.50 per paper statement.
8. If usage drops below the minimum, a minimum charge of $18.00 will be applied to CUSTOMER’s credit card.
9. The PROVIDER email module is a separate add-on that costs $25 per month. It includes unlimited emails for up the three locations. Additional locations cost an additional $8 per month per location.
10. All payments to Reminder Services, LLC should be made in U.S. Dollars.

Term and Termination

The initial term of the Agreement shall be for a period of one (1) year, commencing on the date the executed Authorization is delivered to PROVIDER or the date on which CUSTOMER first accesses or uses the Services, whichever comes first. Thereafter, the term shall be automatically renewed for additional terms of one (1) year each unless and until either party provides written notice of termination to the other party no later than thirty (60) days prior to the end of the then-current term (collectively, the Term). Notwithstanding the foregoing to the contrary, and subject to Section 20 of these Terms of Use, PROVIDER may terminate the Agreement and the Services either (a) upon seven (7) days’ notice to CUSTOMER for convenience at any time for any reason, or no reason at all (Termination for Convenience), or (b) without prior notice if CUSTOMER breaches the terms of the Agreement (Termination for Breach). In the event of a Termination for Convenience, CUSTOMER shall not be responsible for any Fees beyond the date on which PROVIDER terminated the Agreement and Services. In the event of a Termination for Breach, all Fees paid shall be non-refundable and CUSTOMER shall remain liable for all unpaid or agreed upon Fees for the remainder of the applicable Term. CUSTOMER hereby authorizes PROVIDER to debit any charges due by CUSTOMER under the Agreement or any other agreement between CUSTOMER and PROVIDER or its affiliates from any checking, savings, credit card or any other type of account provided by CUSTOMER to PROVIDER.

Practice Management Bridge® — Reminders

Terms of Service

Thank you for selecting the patient reminder services offered by Retriever Medical/Dental Payments, LLC d/b/a RECTANGLE HEALTH (formerly M&H Technologies, LLC d/b/a RavePoint) (“PROVIDER”).  Review these Terms of Service (“Terms”) thoroughly.  These Terms are part of the MSA and are a legal agreement between You and PROVIDER.

Billing

These Terms describes the terms governing Your use of the PROVIDER services through PROVIDER’s website (together with any updates or new releases, the “Services”). You may contract for the Services directly with PROVIDER or through a third-party reseller (“Reseller”). If You contract through a Reseller, there are additional provisions in this agreement related to Resellers that will also apply. You acknowledge and agree that PROVIDER does not control Your Reseller and that any goods or services provided to You by Your Reseller may be subject to separate terms and conditions provided by Your Reseller. PROVIDER is not a party to that agreement. You agree to bring all claims related to Your agreement with Your Reseller or any goods or services provided by Your Reseller against Your Reseller and not PROVIDER.

These Terms incorporate by reference, and You agree to be bound by, the following documents (together with these Terms and the MSA, the “PROVIDER Documents”):

• The terms provided in any letter agreement with PROVIDER signed by You or Your representative (the “Letter Agreement”);
• The terms in the applicable subscription plan, available on PROVIDER’s website or otherwise made available in connection with the Services (the “Subscription Plan”).
• PROVIDER’s business associate agreement available on PROVIDER’s website or otherwise made available to You (the “Business Associate Agreement”), which applies if you are a Covered Entity (as defined by the Health Insurance Portability and Accountability Act (HIPAA)) and provide individually identifiable health information or Protected Health Information (PHI) (each as defined by HIPAA) to PROVIDER as a Business Associate (as defined by HIPAA).
• PROVIDER’s privacy policy, applicable to, and made available on, the website through which the Services are accessed (the “Privacy Policy”). The Privacy Policy is currently available at  https://www.rectanglehealth.com/privacy-policy/.

All capitalized terms used but not defined in the Letter Agreement, Subscription Plan, Privacy Policy, Business Associate Agreement, or Terms of Use have the meanings set forth herein.

Your rights to use the services

The Services are protected by copyright, trade secret, and other intellectual property laws. Until expiration or termination of this Agreement and as long as You meet any applicable payment obligations and comply with this Agreement, PROVIDER grants to You a personal, limited, nonexclusive, and nontransferable right to use the Services for the purposes described herein. PROVIDER reserves all other rights in the Services.

Paid version payments

You agree to pay to PROVIDER or Your Reseller, if applicable, the fees, in the amounts and at the times specified, set forth in the Subscription Plan; provided that (a) PROVIDER reserves the right, in its sole discretion and upon 30 days’ notice to You, to change its pricing at any time and (b) upon notice of a price increase, You may terminate this Agreement within, and effective as of the expiration of, such 30-day period. If You do not terminate this Agreement within such 30-day period, You will be deemed to have agreed to such price increase, and this Agreement will continue in full force and effect for the remainder of its Term (as defined below). If You initially contract through a Reseller and later (i) that Reseller ceases to offer PROVIDER services or (ii) You terminate Your relationship with that Reseller, in either case, thereafter You shall make payments directly to PROVIDER.

You agree to provide PROVIDER with accurate and complete billing information including legal name, address, telephone number, and a valid credit card or other form of payment as mutually agreed by the parties. By submitting such credit card information, You give PROVIDER permission to charge all fees incurred through Your account to the designated credit card.

If PROVIDER’s charges to Your credit card are declined, Your account becomes delinquent at any time, or Your payment information is not accurate, current, and complete at any time and You did not provide PROVIDER with prompt notification of such change, we may suspend or terminate Your account and refuse Your use of the Services without incurring any obligation or liability to You by reason of such suspension or termination. In addition to all other remedies that may be available: (a) PROVIDER may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law, and (b) You shall reimburse PROVIDER for all costs incurred by PROVIDER in collecting any late payments or interest from You, including attorneys’ fees, court costs, and collection agency fees. If Your Reseller fails to pay PROVIDER any amounts related to Your use of the Services, You agree, at Your own expense, to pay PROVIDER directly for any services and past due amounts.

You acknowledge and agree that PROVIDER will not provide refunds or credits in the case of cancellations, downgrades, or unused portions of Services. For any Services upgrade or use of the Services in excess of the service plan selected on the Subscription Plan, You acknowledge and agree that You will automatically be charged; provided that PROVIDER shall have no obligation to support such excess use.

Taxes

All fees and other amounts payable by You under the PROVIDER Documents are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by You hereunder, regardless of whether they are imposed on You directly by the applicable authority, by Your Reseller, or indirectly through PROVIDER.

Users

1. Users.  Use of the Services is limited to (a) an account owner (the “Owner”), (b) administrative user seats (the “Administrators”) which are assigned by the Owner, and (c) any regular users appointed by the Owner or Administrators (the “Regular Users,” together with the Owner and the Administrators, the “Users”).

Depending on the types of access rights granted by the Owner, Administrators and Regular Users may be able to transmit messages; delete, copy, export, or view the content and data accessible in Your account; and add additional services to Your subscription that could result in extra charges.

You agree that You shall (i) have sole responsibility for all access to and use of the Services by any person by or through Your information technology infrastructure (including, without limitation, computers, software, hardware, databases, electronic systems (including electronic health records systems and practice management systems), and networks, whether operated directly by You or through the use of third-party services) (collectively, “Systems”) or any other means controlled by You or any other User, including any (A) information, instructions, or materials provided by any of them through the Services or to PROVIDER; (B) results obtained from any use of the Services; and (C) conclusions, decisions, or actions based on such use, and (ii) be jointly and severally liable for any breaches of the PROVIDER Documents by such persons.

2. Security Measures.  Each User may access the Services using his or her own unique username and password. You shall take full responsibility and liability for the security of each User’s username and password (including, without limitation, any username and passwords assigned to such Users) and shall be solely responsible for all use of the Services through such usernames or passwords. You agree to immediately notify PROVIDER of any unauthorized use of the Services or any other breach of security that is known to You.
3. Responsibility for Content and Transmitting Messages.You hereby agree to (a) comply with all present and future local, state, national, and foreign laws, treaties, and regulations applicable to Your use of the Services (including, without limitation, compliance with HIPAA, any rules and regulations promulgated by the Federal Trade Commission and the Federal Communications Commission pursuant to the Federal Telephone Communication Protection Act and the CAN-SPAM Act of 2003, and all Office of the National Coordinator for Health Information Technology (ONC) and Centers for Medicare and Medicaid Services (CMS) interoperability and patient access provisions (“Interoperability Rules”)) and (b) obtain written consents from all of your patients related to Your use of the Services. Without limiting the generality of the foregoing, You specifically represent and warrant that You are responsible for collecting, and You have previously and will continue to collect, written consents from all of your patients including, but not limited to, consents (i) to receive prerecorded or autodialed calls and text messages to cell phones and any other electronic devices, (ii) to have such calls recorded, (iii) to have their data collected, processed, maintained, used, and disclosed in accordance with the Privacy Policy (iv) to receive all messages, in all forms, that You request to be sent through the Services, and (v) to PROVIDER’s receipt and use of their information (including certain electronic health information (EHI)), and PROVIDER’s sharing of, and disclosure and release of their information to, You and Your other service providers.
4. Systems.  You represent and warrant that You (a) will retain sole control over the operation, maintenance, and management of, and all access and use of, Your Systems; (b) are solely responsible for ensuring that Your Systems are compatible with the Services; and (c) will provide all assistance as PROVIDER may reasonably request to enable PROVIDER to exercise its rights and perform its obligations under and in connection with the PROVIDER Documents.

In providing the Services, it may be necessary or convenient for PROVIDER to receive data from Your third-party providers, which You will designate in the process of setting up the Services. If You elect to change, upgrade, or materially alter any third-party provider or any third-party Systems, PROVIDER does not guarantee that all Customer Data (as defined below) or Services functionality will be preserved. You are responsible for communicating to PROVIDER any changes in Your third-party providers or Your or any of Your third party provider’s Systems (including, without limitation, data structure, management system, or hardware upgrades) that may impact PROVIDER’s ability to provide the Services; provided that no change may be made that may materially impact PROVIDER’s ability to provide the Services without PROVIDER’s prior written consent, which will not be unreasonably withheld. You agree, and agree to use best efforts to cause Your third-party providers to comply with any and all applicable Interoperability Rules and furthermore (a) to facilitate and cooperate with PROVIDER in good faith to ensure that any changes to Your third-party providers or Your or any of Your third-party provider’s Systems (including, without limitation, electronic health records systems and practice management systems) will be interoperable with PROVIDER’s Services and (b) not to engage in willful information blocking or any other practice that does or reasonably could interfere with, prevent, or discourage PROVIDER’s access, exchange, or use of such Systems. You are responsible for providing PROVIDER with accurate instructions and information regarding Your third-party providers and Your and Your third-party providers’ Systems, and You bear all responsibility for incomplete, inaccurate, or otherwise faulty information.

Support and Maintenance

1. Support.  Except as otherwise explicitly provided in a separate Support Agreement between You and PROVIDER, PROVIDER will use commercially reasonable efforts to provide You with support and maintenance for the Services between the hours of 9:00AM and 5:00PM Eastern Time, Monday through Friday, excluding national holidays. To the extent any support services result from problems, errors, or inquiries relating to systems or any other network, equipment, service, or software not owned, controlled, or procured by PROVIDER, PROVIDER will have the right to charge You in accordance with its then-current policies.
2. Updates.  “Update” means a subsequent release of the Services which PROVIDER generally makes available for its customers at no additional fee. Updates do not include any release, option, application, or feature that PROVIDER licenses separately. PROVIDER will provide Updates during the Term when available (as determined by PROVIDER). PROVIDER is under no obligation to develop any future Services, applications, or functionality. If an Update to a Service is made available to You, it shall replace the previous versions of such Service.
3. Modification to Services.  PROVIDER has the right, in its sole discretion, to revise, update, or otherwise modify the Services. With regard to a change that causes a key feature or functionality of the Services to be terminated or materially altered (a “Material Modification”), to the extent reasonably possible, PROVIDER will provide You with reasonable notice either posted on the website hosting the Services or sent to the Owner’s email address; provided that, in the event PROVIDER needs to maintain the security of the system or comply with any laws or regulations, PROVIDER reserves the right to modify the Services immediately, without prior notice, so long as PROVIDER provides electronic notice of any Material Modifications within 30 days. Your continued use of the Services will constitute Your acceptance of and agreement to such changes.

Proprietary Rights

1. Customer Data.  You have and will retain sole responsibility for: (a) all information, instructions, and materials provided by You or on Your behalf in connection with the Services and (b) Your third-party providers and Your and Your third-party providers’ Systems. PROVIDER does not own any information or material that You submit to PROVIDER in the course of using the Services (the “Customer Data”).

You agree that You, and not PROVIDER, shall have sole responsibility and liability for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data and, except as provided in the PROVIDER Documents or as required by law, PROVIDER shall not be responsible or liable for (i) the deletion, correction, or destruction of, damage or loss to, or failure to store any Customer Data; (ii) the improper or erroneous upload or extraction of any Customer Data; or (iii) any failure to provide the Services caused by inaccurate or incomplete Customer Data. PROVIDER reserves the right to suspend its Services without notice upon any breach of any PROVIDER Document including, without limitation, Your non-payment in accordance with the Terms of the PROVIDER Documents. Upon expiration or termination of this Agreement, Your right to access or use Customer Data through PROVIDER’s Services immediately ceases and PROVIDER shall have no obligation to maintain or forward any Customer Data.

You further acknowledge and agree that PROVIDER may have obligations to disclose information relating to one of Your patients to such patient or its designee, including under the Interoperability Rules. You agree to assist PROVIDER in meeting those obligations, including by obtaining from the patient all information and consents required by law and by providing PROVIDER all information it requests.

2. No Implied License.  Except for the limited authorization to use the Services granted by PROVIDER to You hereunder, PROVIDER grants no license to, and PROVIDER shall retain all right, title, and interest in and to, the Services (including all intellectual property and proprietary rights embodied therein). You shall not take any action inconsistent with such rights.

 

PROVIDER’s Representations and Warranties

Beginning after the expiration of any no-risk evaluation period that PROVIDER offers (“Evaluation Period”), PROVIDER represents and warrants that: (a) the Services provided hereunder will in all material respects conform to and perform in accordance with the PROVIDER Documents and (b) PROVIDER is the owner of its software or otherwise has the right to grant to customer the rights to use the Services set forth in the PROVIDER Documents.

Term and Termination

The initial term of the Agreement shall be for a period of one (1) year, commencing on the date the executed Authorization is delivered to PROVIDER or the date on which CUSTOMER first accesses or uses the Services, whichever comes first. Thereafter, the term shall be automatically renewed for additional terms of one (1) year each unless and until either party provides written notice of termination to the other party no later than thirty (60) days prior to the end of the then-current term (collectively, the Term). Notwithstanding the foregoing to the contrary, Provider may terminate the Agreement and the Services either (a) upon seven (7) days’ notice to you for convenience at any time for any reason, or no reason at all (Termination for Convenience), or (b) without prior notice if you breach the terms of the Agreement (Termination for Breach). In the event of a Termination for Convenience, you shall not be responsible for any Fees beyond the date on which Provider terminated the Agreement and Services. In the event of a Termination for Breach, all Fees paid shall be non-refundable and you shall remain liable for all unpaid or agreed upon Fees for the remainder of the applicable Term. You hereby authorize Provider to debit any charges due by you under the Agreement or any other agreement between you and Provider or its affiliates from any checking, savings, credit card or any other type of account provided by you to Provider.