This Enrollment Agreement (this “Agreement”) is by and between you (the “Provider,” “Practice,” or “Health System”) and PatientPoint Network Solutions, LLC, along with its subsidiaries and affiliates, as applicable (“PatientPoint,” both PatientPoint and Provider individually as “Party” and collectively as the “Parties”).
- Services. Provider agrees and represents that (a) the following services for certain patients under the care of Provider or its affiliates (“Patient(s)”) on behalf of Provider (the “Services”) provided hereunder are for the education of the Provider, its staff, and its affiliates and are not intended for or to be used by Provider for any use or benefit not in connection with the Services; (b) Services provided hereunder are not provided in exchange for any agreement by Provider, whether express or implied, to prescribe, cause to be prescribed, use or recommend a prescription, or use of any prescription drug, over the counter treatment, or other treatment or product; (c) any payments made to Provider by PatientPoint under this Agreement are for reimbursement of actual or estimated expenses incurred for the support or provision of Services by Provider; and (d) the provision of Services or any payments are not determined in a manner that takes into account the volume or value of any referrals or business otherwise generated by PatientPoint or Provider for which payment may be made in whole or in part under Medicare, Medicaid, or other Federal health care programs, as defined in 42 USC section 1320a-7b(f).PatientPoint will perform the following Services as agreed upon in the Enrollment Agreement and as applicable:
- Waiting Room Programs:
- PatientPoint will provide private digital signage program located in health care provider offices, comprised of an integrated wall-mounted digital monitor showing an educational content loop containing patient education, practice information, and sponsorship messaging.
- Practice will have the ability to display customized messages in the System's program loop (“Practice Content”). Practice Content may be established and managed via an online system through PatientPoint. The Practice shall be solely responsible
for all Practice Content. Practice Content shall not include materials that: (a) violate or infringe in any way upon property or proprietary rights of any person or entity; (b) are unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, abusive, or otherwise reasonably objectionable; or (c) violate any applicable law, rule or regulation including, without limitation, those related to data privacy and fair advertising.
- Print Exam Room Programs:
PatientPoint will provide a patient education program located in health care provider practices. The program consists of a wall-mounted display containing category-exclusive sponsor message display ads, category-exclusive patient education take-away brochures and a Medical Illustrations flip chart.
- Practice will have the ability to display customized messages in the System's program loop (“Practice Content”). Practice Content may be established and managed via an online system through PatientPoint. Practice shall be solely responsible for all Practice Content. Practice Content shall not include materials that: (a) violate or infringe in any way upon property or proprietary rights of any person or entity; (b) are unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, abusive, or otherwise reasonably objectionable; or (c) violate any applicable law, rule or regulation including, without limitation, those related to data privacy and fair advertising.
- Digital Exam Room Programs:
- PatientPoint will provide personalized education and messaging via digital mediums (e.g., tablets).
- PatientPoint may, upon Provider's consent and in accordance with applicable laws and regulations, present additional messaging from insurance companies, pharmacy benefit management companies, pharmaceutical manufacturers, pharmacies and other similar healthcare companies to Patients via various outreach methods.
- Digital Back Office Program (PatientPoint Access):
- PatientPoint Access is a private network of internet-connected digital screens located in the back-office work areas of health care provider practices.
- PatientPoint will provide written and graphic content which includes breaking medical news, practice management information, and localized, practice-specific information interspersed with sponsor messages targeted to doctors and staff during practice hours. A companion website www.access.patientpoint.com delivers medical news, practice management information, and displays content management tools to participating practices.
- Waiting Room Programs:
- System Content. Content provided by PatientPoint via the System (the “System Content”) is for educational and promotional purposes only. Practice acknowledges that PatientPoint and its licensors, as applicable, own all right, title and interest in and to the System Content, including, without limitation, all modifications, updates and other derivative works thereof, all copyright and other intellectual property rights related thereto. Practice shall not remove any copyright, trademark or other notices or legends contained on any System Content, and may not modify, supplement, or otherwise alter the System Content without the prior written consent of PatientPoint. Practice may not transfer, assign or grant any rights in, or ownership of, any System Content to any third party, and may not create derivative works of or add to the System Content. Health-related information is not intended to be a substitute for professional medical advice. Practice may not rely on System Content (including opinions) for any other purpose. In many instances, System Content, will represent the opinions and judgments of third parties and as such we do not endorse or warrant the validity of any health-related statements included in System Content.
- Confidentiality. Except as otherwise provided herein, each party shall treat any confidential, secret or proprietary information that has been disclosed by such party (the “Disclosing Party”) to the other party (a “Receiving Party”), or that has been learned by Receiving Party as a result of this Agreement, and which is not generally known to the public (collectively, the “Confidential Information”), as confidential and exercise at least the same degree of care to safeguard the confidentiality of Confidential Information as Receiving Party would exercise to safeguard Receiving Party's own Confidential Information but not less than a reasonable degree of care. Receiving Party shall use Confidential Information only as provided in this Agreement and shall not disclose, transfer, publish or otherwise make Confidential Information available by any means to any individual, firm or entity other than employees of Receiving Party who have a need to know and have been directed to treat Confidential Information as confidential in accordance with this Agreement or except as otherwise provided herein. Receiving Party shall immediately notify Disclosing Party if any Confidential Information has been lost, stolen or inadvertently disclosed. The restrictions contained in this Agreement will not apply to any information which (i) was known to Receiving Party prior to the disclosure thereof, (ii) was in the public domain prior to the disclosure thereof; (iii) comes into the public domain through no fault of Receiving Party; or (iv) is disclosed without restriction by a third party who has a legal right to make such disclosure. In the event either Party breaches any of its obligations under this section, the non-breaching party, in addition to any other rights or remedies available, will be entitled to seek injunctive relief against the breaching party without the necessity of posting a bond or other security.
- Website Access. If applicable, PatientPoint shall permit Practice's registered contacts online access to PatientPoint's website (the “Website”) to order new materials, access educational information and for other purposes. All such individuals accessing Website must register by providing an e-mail address and password. Practice shall be responsible for the activities of all such individuals accessing Website. Practice shall promptly inform PatientPoint when access by any doctor or employee should be restricted or terminated (e.g., terminating access for former employees, change of administrator, etc.). Practice agrees to notify PatientPoint immediately of any breach of security or unauthorized access to Website.
- Indemnity. Provider shall indemnify and hold harmless PatientPoint, its affiliated companies, and any of their respective shareholders, members, directors, officers, employees and agents from any and all losses, claims, damages, settlements, judgments, bodily injury (including death), and other expenses, including reasonable attorney's fees, arising from (i) the advertisement, promotion, and endorsement of, use of, or any alleged defect in any Provider product promoted by PatientPoint, or (ii) Provider’s performance or failure to perform under this Agreement, and not attributable to the willful misconduct of PatientPoint, its affiliated companies, or any of their respective shareholders, members, directors, officers, employees, and agents.
- LIMITED WARRANTY. PATIENTPOINT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO THE SYSTEM (INCLUDING SYSTEM CONTENT) AND ALL SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE, AND PATIENTPOINT HEREBY DISCLAIMS THE SAME. PROVIDER IS SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SYSTEM (INCLUDING SYSTEM CONTENT), THE SERVICES AND ASSOCIATED SOFTWARE OR THE INFORMATION IN THE TABLETS AND ASSOCIATED SOFTWARE, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. Practice warrants that they have, or will have before installation, the rights or secured the rights and permissions to install the System at Practice Address. Practice acknowledges that they are responsible for all repairs to the walls, fixtures or amenities as a result of the moving or removal of any and all components of the System.
- Limitation on Liability. In no event will PatientPoint's liability in connection with Services, the System Content, the hardware, the associated software or this Agreement, whether caused by failure to deliver, nonperformance, defects, or otherwise, exceed the aggregate amounts paid by Provider to PatientPoint hereunder during the twelve (12) month period immediately preceding the event giving rise to such liability or $10,000 whichever is greater, other than as otherwise provided for in this Agreement. IN NO EVENT SHALL PATIENTPOINT BE LIABLE IN ANY WAY TO PROVIDER FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT. The limitations contained in this Agreement apply to all causes of action in the aggregate, whether based in contract, tort (including negligence) or any other legal theory (including strict liability), other than as a result of fraud or intentional misrepresentations or omissions by PatientPoint.
- Governing Law; Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Illinois without regard to its conflicts of law rules. The parties consent to the jurisdiction and venue of the state and federal courts located in Cook County, Illinois for any dispute arising out of this Agreement.
- Waivers. Any term or condition of this Agreement may be waived at any time by the Party, which is entitled to the benefit thereof, but only if such waiver is evidenced in writing signed by such Party that makes specific reference to this Agreement. No failure on the part of any Party hereto to exercise, and no delay in exercising, any right, power or remedy created hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy by any Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No waiver by any Party hereto of any breach of or default in any term or condition of this Agreement shall constitute a waiver of or assent to any succeeding breach of or default in the same or any other term or condition hereof.
- Entire Agreement. This Agreement, in conjunction with the terms and conditions stated in the written Enrollment Agreement, constitutes the sole and entire agreement between the parties with respect to the subject matter hereof and thereof, and supersedes all previous discussions, representations, agreements, and commitments with respect to the subject matter hereof.
- Assignment. Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, except that this Agreement may be assigned by PatientPoint without the prior written approval of Provider to an affiliate of PatientPoint. Notwithstanding the foregoing, either Party may assign this Agreement to a parent company, subsidiary or affiliate, or in connection with the sale of substantially all of the assets of such Party, upon ten (10) days prior written notice to the other Party.
- Severability. All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary to render this Agreement legal, valid and enforceable. If any term of this Agreement, or part thereof, not essential to the commercial purpose of this Agreement shall be held to be illegal, invalid or unenforceable under applicable law, it is the intention of the parties that the remaining terms hereof, or part thereof, shall constitute their agreement with respect to the subject matter hereof, and all such remaining terms, or parts thereof, shall remain in full force and effect. To the extent legally permissible any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid provision, which will implement the commercial purpose of the illegal, invalid or unenforceable provision.
- Force Majeure. Neither Party will be deemed to be in default under this agreement because of the failure to perform any obligation hereunder if such failure is caused by fire, embargo, strike, war, acts of God, or other cause beyond such Party's reasonable control (whether or not similar to the foregoing).