This Agreement (this “Agreement”) is by and between you (the “Provider”) and PatientPoint Network Solutions, LLC, along with its subsidiaries and affiliates, as applicable (“PatientPoint”). Both PatientPoint and Provider shall be referred to individually as a “Party” and collectively as the “Parties.”

1. Services. Provider agrees and represents that (a) the following services provided by PatientPoint hereunder are for the benefit of certain patients under the care of Provider or its affiliates (“Patient(s)”) (the “Services”) and are for the education of the Patients, Provider, its staff, and its affiliates and are not intended for or to be used by Provider for any other purpose or use ; (b) the Services provided hereunder are not offered or 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 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 1320a-7b(f).

PatientPoint shall perform the following Services as selected by Provider in the Enrollment Form through an integrated hardware and software system (the “System”):

A. Waiting Room Programs: 

1. PatientPoint will provide a private digital signage program located in Provider offices, comprised of an integrated wall-mounted digital monitor showing an educational content loop containing patient education, practice information, and sponsorship messaging.

2. Provider will have the ability to display customized messages in the program loop (“Practice Content”) displayed on the digital monitors. Upon request, Practice Content may be established and managed via the System by PatientPoint on Provider’s behalf. Provider shall be solely responsible for all Practice Content. Provider represents and warrants in connection with Practice Content, whether displayed directly by Provider or given to PatientPoint to display on Provider’s behalf, (a) that it has all legal rights to use, exploit or distribute such Practice Content; and that (b) Practice Content shall not include materials that: (i) violate or infringe in any way upon property or proprietary rights of any person or entity; (ii) are unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, abusive, or otherwise reasonably objectionable; or (iii) violate any applicable law, rule or regulation including, without limitation, those related to data privacy and fair advertising. Provider shall remain liable for and defend, indemnify and hold harmless PatientPoint for any damages arising from violations of sections (a) or (b) above.
B. Print Exam Room Programs: 
PatientPoint will provide a patient education program located in Provider offices. 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.

C. Digital Exam Room Programs: 

1. PatientPoint will provide personalized education and messaging via digital mediums (e.g., touchscreens, tablets or similar devices).

2. PatientPoint 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.

3. Provider will have the ability to display Practice Content on the digital mediums referenced in subsection 1 herein. Upon request, Practice Content may be established and managed via the System by PatientPoint on Provider’s behalf. Provider shall be solely responsible for all Practice Content. Provider represents and warrants in connection with Practice Content, whether displayed directly by Provider or given to PatientPoint to display on Provider’s behalf, (a) that it has all legal rights to use, exploit or distribute such Practice Content; and that (b) Practice Content shall not include materials that: (i) violate or infringe in any way upon property or proprietary rights of any person or entity; (ii) are unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, abusive, or otherwise reasonably objectionable; or (iii) violate any applicable law, rule or regulation including, without limitation, those related to data privacy and fair advertising. Provider shall remain liable for and defend, indemnify and hold harmless PatientPoint for any damages arising from violations of sections (a) or (b) above.

D.  Digital Back Office Program: 

1. The digital back office program is a private network of internet-connected digital screens located in the back-office work areas of Provider practice locations.

2. 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 may be available for accessing System Content via mobile phone.

3. Provider will have the ability to display Practice Content on the digital screens referenced in subsection 1 herein. Upon request, Practice Content may be established and managed via the System by PatientPoint on Provider’s behalf. Provider shall be solely responsible for all Practice Content. Provider represents and warrants in connection with Practice Content, whether displayed directly by Provider or given to PatientPoint to display on Provider’s behalf, (a) that it has all legal rights to use, exploit or distribute such Practice Content; and that (b) Practice Content shall not include materials that: (i) violate or infringe in any way upon property or proprietary rights of any person or entity; (ii) are unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, abusive, or otherwise reasonably objectionable; or (iii) violate any applicable law, rule or regulation including, without limitation, those related to data privacy and fair advertising. Provider shall remain liable for and defend, indemnify and hold harmless PatientPoint for any damages arising from violations of sections (a) or (b) above.

E.  Content Syndication Program: 

1. The content syndication program grants Provider a limited license to use and distribute certain aspects of PatientPoint’s System Content (as defined below) from PatientPoint’s library of award winning healthcare related content.

2. If selected by Provider, PatientPoint hereby grants Provider a non-exclusive, non-transferable limited license to access and use the System Content in connection with Provider’s owned and operated channels (i.e., website, digital signage, social) for patient care activities during the term of this Agreement.  Provider’s usage of System Content under this license shall be limited to use in connection with Programs selected by Provider in the applicable Enrollment Form.

3. In addition to all other terms and conditions herein, Provider represents and warrants as follows:  (i) that it will not reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, commercially exploit, circulate, or in any way transfer or assign the System Content or any part thereof to any third party except as permitted herein without the express prior written consent of PatientPoint; (ii) that its use of the System Content and related PatientPoint intellectual property (if any), will not disparage, damage, dilute, tarnish or reflect adversely or injure in any way any PatientPoint or its reputation or goodwill.

2. System Content. Content provided by PatientPoint via the System (the “System Content”) is for educational and promotional purposes only. Provider 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.  Provider 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.

Provider acknowledges and shall advise its Patients that System Content comprised of health-related information is not intended to be a substitute for professional medical advice. In many instances, System Content will represent the opinions and judgments of independent third parties and as such PatientPoint does not endorse or warrant the validity or accuracy of any health-related statements or information included in System Content. Provider should not rely on System Content for medical decision making, but should instead exercise her or his independent medical judgment in making Patient care decisions.

3. Ownership.  Provider acknowledges and agrees that PatientPoint shall continue to own all legal title to the System, including any hardware or software components provided to Provider hereunder. Provider acknowledges that it is responsible for all damage to the System, as well as the cost of any repairs to the walls, fixtures or amenities as a result of the movement or removal of any and all components of the System without PatientPoint’s express written consent.

4. 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.

5. Provider Portal.  If applicable, PatientPoint shall permit Provider’s registered contacts online access to PatientPoint’s portal (the “Provider Portal”) to order new materials, access educational information and for other purposes. All such individuals accessing the Provider Portal must register by providing an e-mail address and password. Practice shall be responsible for the activities of all such individuals accessing the Provider Portal. 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 the Provider Portal.

6. 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)  Provider’s negligence or wrongful conduct, (ii) use of the System and/or System Content or the operations or business conducted by Provider; and (iii) Provider’s breach of any representation, warranty or other provision of this Agreement.

7. 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), OR THE SERVICES.

8. Limitation on Liability. In no event will PatientPoint’s liability in connection with Services, the System or the System Content, 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).

9. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Ohio without regard to its conflicts of law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hamilton County, Ohio for any dispute arising out of this Agreement.

10. 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.

11. Entire Agreement. This Agreement, in conjunction with the terms and conditions stated in the written Enrollment Form, 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.

12. Assignment. Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, provided however, that 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 not less than ten (10) days prior written notice to the other Party.

13. 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.

14. 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, pandemic, epidemic, or other cause beyond such Party’s reasonable control.

 

Revised as of July 2020