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Patient Engagement Services Terms and Conditions

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”).

  1. 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:
    1. Waiting Room Programs:
      1. PatientPoint will provide private digital signage and a printed patient education
        program located in health care provider offices, comprised of an integrated wall-mounted digital
        monitor showing an educational content loop and a wall-mounted brochure rack containing
        patient education, practice information, and sponsorship messaging.
      2. 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.
    2. 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.

      1. 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.
    3. Digital Exam Room Programs:
      1. PatientPoint will provide personalized education and messaging via digital mediums
        (e.g., tablets).
      2. 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.
  2. System Content. Content provided by PatientPoint via the System
    (the “System Content”) is for educational and promotional purposes only. 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.
  3. 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.
  4. 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.
  5. 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.
  6. LIMITED WARRANTY. PATIENTPOINT MAKES NO REPRESENTATIONS OR WARRANTIES,
    EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO THE SYSTEM 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 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.
  7. Limitation on Liability. In no event will PatientPoint’s liability
    in connection with Services, the hardware, the associate 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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).
Revised as of 30th July, 2015