These Terms and Conditions, together with the services and deliverables to be performed are issued pursuant to execution of one or more Program Participation Agreements (“PPA”), insertion order(s), or any other document(s) (collectively the “Agreement”) executed between you (the “Company”) and PatientPoint Network Solutions, LLC (“PatientPoint”, individually as “Party” and collectively as the “Parties”).

  1. PROGRAM MATERIALS. Agency/Brand represents and warrants that all advertisements or other content provided to PatientPoint for distribution to participating health care providers or health care provider locations (“ Participating Providers”) as part of a contracted program or campaign (“Brand Content”) shall be approved for distribution according to its own medical, regulatory, and legal processes and is not in violation of the Federal Food and Drug Cosmetic Act, Prescription Drug Marketing Act, Federal Trade Commission Act or other state or federal law governing advertising, labeling, patient privacy, or other aspects of prescription and over the counter drug promotion (including implementing regulations or guidance for the aforementioned). In the event Brand Content requires amendment, removal, or destruction because of errors, omissions, or corrections required by Agency/Brand or a federal or state regulatory body, PatientPoint and Agency/Brand shall cooperate to undertake such amendment or removal.
  2. TERM AND TERMINATION. The term of this Agreement shall be for the period of time specified on the applicable PPA, insertion order, or SOW. This Agreement may be terminated in the event that a  party (a) materially breaches any of the terms or conditions hereof and  fails to cure the breach within forty-five (45) days after notice of breach from the party asserting breach; (b) becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (c) becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is acquiesced to or not dismissed within sixty (60) days of filing. Except as otherwise provided herein, upon termination of this Agreement, Agency/Brand will remain responsible for any and all fees for Services rendered prior to such termination.For program terms of not less than twelve consecutive months in length, Agency/Brand may terminate the applicable PPA, insertion order, or SOW without cause with ninety (90) days advance written notice to PatientPoint, provided, that (i)Agency/Brand shall remain responsible for payment in full of all program fees through the termination date plus  a cancellation fee equal to 25% of the amount of any remaining program fees for the period of time affected by such cancellation. Unpaid program fees and any applicable cancellation penalty for the applicable program are due within 60 days of termination; and (ii) Agency/Brand shall  immediately forfeit any right of first refusal that may have been agreed to by the parties.
  3. RELATIONSHIP.  Both parties understand and agree that no partnership, joint venture, or agency relationship is created hereby.  Each party shall be conclusively deemed to be an independent contractor and not under the control or supervision of the other.
  4. NO COMPENSATION. PatientPoint and Agency/Brand agree (a) any payments provided under this Agreement or any PPA are consistent with arm’s length transactions for services of the kind provided hereunder, (b) such payments are not in exchange for any agreement by PatientPoint or Participating Providers, whether express or implied, to prescribe, cause to be prescribed, use, or recommend the prescription or use of any product of Agency/Brand, and (c) such payments are not determined in a manner that takes into account the volume or value of any referrals or business otherwise generated between the parties 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).
  5. OWNERSHIP.  Agency/Brand shall have no control or influence over PatientPoint’s educational content (“Educational Content”). Agency/Brand retains all ownership and intellectual property rights in all Agency/Brand advertising used in any PatientPoint program. PatientPoint retains all ownership rights in all PatientPoint Educational Content.
  6. CONFIDENTIALITY. It is understood that during the course of this Agreement, each of the parties, and their respective employees and representatives, may disclose and provide to the other party, its employees and representatives, certain information (such as technical, economic, competitive, marketing, business, member identifiable information, provider lists, and documents) which is proprietary and confidential information. 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 the 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 the Confidential Information as the Receiving Party would exercise to safeguard the Receiving Party’s own Confidential Information but not less than a reasonable degree of care. The Receiving Party shall use the Confidential Information only as provided in this Agreement and shall not disclose, transfer, publish, or otherwise make the Confidential Information available by any means to any individual, firm, or entity other than employees, consultants or advisors of the Receiving Party who have a need to know and have been directed to treat the Confidential Information as confidential in accordance with this Agreement or except as otherwise provided herein. The Receiving Party shall immediately notify the Disclosing Party if any Confidential Information has been lost, stolen or inadvertently disclosed. The restrictions contained in this Agreement (a) will not apply to any information which (i) was known to a 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 the 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. In the event the Parties have executed a mutual non-disclosure agreement (“MNDA”) and the MNDA is active for the period of this Agreement or any PPA, for the purposes of confidentiality obligations, this Agreement will govern.
  7. INDEMNITY.  Each party shall indemnify and hold harmless the other party and its 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 (collectively, “Losses”) arising from (i) such party’s negligence or wrongful misconduct; or (ii) such party’s failure to perform in accordance with this Agreement, except to the extent such Losses arise from the negligence or willful misconduct of the indemnified party.
  8. LIMITATION OF LIABILITY.  In no event shall either party’s liability in connection with this Agreement (including any PPA, insertion order, or SOW) exceed the aggregate amounts paid by Agency/Brand to PatientPoint during the twelve (12) month period immediately preceding the event giving rise to such liability, REGARDLESS OF WHETHER A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR THE TYPE OF CLAIM, whether based in contract, or any other legal theory.
  9. ASSIGNMENT.  Neither party hereto may assign, delegate, or transfer any of its rights or obligations under this Agreement without the written consent of the other party, provided, however, that either party may assign this Agreement without such consent in connection with the transfer or sale of all or substantially all of its assets or business to which this Agreement relates or its merger or consolidation with another company.
  10. LICENSES, PERMITS AND APPROVALS.  Agency/Brand will assure that all necessary licenses, permits, and approvals (including regulatory approvals) have been obtained to allow PatientPoint to use Brand Content as planned in this Agreement.
  11. 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 pandemic, epidemic, fire, embargo, strike, war, acts of God, or other cause beyond such party’s reasonable control (whether or not similar to the foregoing).
  12. 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 jurisdiction and venue of the state and federal courts located in Hamilton County, Ohio for any dispute arising out of this Agreement.
  13. INVOICING. Payment by Agency/Brand to PatientPoint is due within 30 calendar days of the invoice date (net 30 days).
  14. CREATIVE DUE DATES. All Brand Content (including but not limited to artwork, copy, fonts, tags, active URLs, logos scripts, or Agency/Brand approval) shall be furnished by Agency/Brand and delivered to PatientPoint, at Agency/Brand’s sole cost and expense in accordance with PatientPoint provided due dates.
  15. AGENCY/BRAND DELAY: PROGRAM RESERVATION FEE. If Brand Content  is not provided by the applicable due date or at the request of Agency/Brand the program is delayed or suspended before the applicable go-live date or during a program, or the program is otherwise delayed as a result of Agency/Brand’s acts or omissions (each, a “Agency/Brand Delay”), then PatientPoint reserves the right to, in its sole discretion to: (i) charge Agency/Brand a program reservation fee on a pro rata basis, based on the full amount payable by Agency/Brand under the applicable PPA, for each day of the delay through the date that such Brand Content is received or Agency/Brand agrees to resume the Program (such fee, a “Program Reservation Fee”) or (ii) release the advertising space on the inventory held for the applicable Program. Any Program Reservation Fee collected in connection with this provision will be credited against any other amounts owed by Agency/Brand hereunder; provided, however, that in the event the program is cancelled, PatientPoint shall be entitled to, in addition to any applicable cancellation fees, retain any such Program Reservation Fee from the start date indicated on the PPA through the date of cancellation, and Agency/Brand remains responsible for all other program fees incurred as a result of any such cancellation. Furthermore, in the event of an Agency/Brand Delay, PatientPoint is not required to guarantee full delivery of the PPA. There shall be no extension of the program term, the end date of the applicable program, or any other deliverables, unless agreed to in writing by both parties. In the event of an Agency/Brand Delay, PatientPoint shall use commercially reasonable efforts to meet any performance dates specified in a PPA, Agency/Brand acknowledges that any such dates specified in a PPA shall become estimates only and PatientPoint shall not be liable for failure to meet performance dates. If PatientPoint fails to commence a program on an PPA’s start date for reasons other than an Agency/Brand Delay, then PatientPoint and Agency/Brand will cooperate in good faith to negotiate a resolution.
  16. DELIVERY. Agency/Brand acknowledge that Participating Providers may elect not to participate in   the various PatientPoint programs due to circumstances including but not limited to retirement, office consolidation, death, hiring of new healthcare providers, non-renewal and mergers and acquisitions. If a PPA, insertion order or SOW indicates that a program will be delivered to a certain number of Participating Providers and the Participating Provider counts actually delivered by PatientPoint fall below such stated levels, PatientPoint shall provide Agency/Brand with the proportionate value of the shortfall in such program participation through a remedy that may include, but is not limited to the following options, at PatientPoint’s sole discretion:  (a) re-matching and adding in new Participating Providers to the applicable program in the event PatientPoint is in possession of an approved healthcare provider list; (b)  adding new Participating Providers where healthcare providers prescribe the Agency/Brand product being promoted; (c) adding new Participating Providers where healthcare providers participate in the category of product being promoted (e.g. new launch, vaccines, IV medications); or (d) increasing the frequency of play of Brand Content and/or provide additional brochures in existing Participating Providers to add incremental impressions of ads for the applicable Agency/Brand product.
  17. PROGRAMS WITH MID-MONTH STARTS. Agency/Brand acknowledges that programs need to be live (i.e., in market) for at least fifteen (15) calendar days of any month to ensure full delivery. Accordingly, if a program is live for less than fifteen (15) calendar days within a single month within a contracted program term, PatientPoint makes no guarantees  that full delivery will be achieved and the program fees will be billed based on 100% delivery and not to actual delivery.In cases where program start dates occur on a U.S. Federal holiday or a weekend, programs will begin on the next business day. Where program end dates occur on a U.S. Federal holiday or weekend, programs shall end on the business day before the holiday or weekend day.
  18. CHANGE REQUESTED AND TOTAL NET COST. Change requests to contracted programs will be mutually agreed upon by both Agency/Brand and PatientPoint. In the event that a change request results in a decrease to the contracted fees due for the applicable program, any contractual performance guarantees  of shall be void and no longer in effect.  PatientPoint and Agency/Brand will work together to ensure that any changes, at a minimum, maintain the current total fixed fee for the Program or campaign. In addition, in the event of a reduction in contracted footprint, any right of first refusal, if applicable, will only be honored on the revised or reduced footprint.
  19. MEASUREMENT STUDIES. If Agency/Brand contracts to receive a measurement study (the “Study”), the following requirements apply: (1) Agency/Brand has two (2) calendar months after the last day of the contracted program term to agree with PatientPoint on a methodology for the Study. If an agreement is not reached within such period, PatientPoint’s obligation to provide a Study ceases; (2) In the event that the PPA, insertion order or SOW is cancelled prior to its contracted program end date, PatientPoint shall not be obligated to provide any Studies; and (3) Agency/Brand must provide all materials needed for the completion of the Study, including but not limited to written approval of study methodology, call/sample files and exclusion files.
  20. LOGISTICAL SIMPLICITY. At no incremental charge, for reasons of logistical simplicity and fluctuating contracted footprint, PatientPoint may run Agency/Brand product advertising in additional Participating Provider locations  that include the same specialty or criteria.
  21. CATEGORY HOLD. In the event contracted ad play is suspended  during the  program term  for reasons  other than the fault of PatientPoint, Agency/Brand will retain any category exclusivity, as defined in the applicable PPA, and Agency/Brand will continue to pay program fee.
  22. PROOF OF PERFORMANCE. PatientPoint will provide evidence of proof of performance for programs in its sole discretion. PatientPoint does not provide photos as a proof of performance for programs or campaigns on any PatientPoint network.
  23. ENTIRE AGREEMENT/AMENDMENTS.  This Agreement and its related exhibits shall constitute the entire understanding between the parties hereto, with respect to the subject matter hereof, and supersedes all negotiations, representations, prior discussions and preliminary agreements between the parties hereto, relating to the subject matter hereof and thereof.  Neither this Agreement nor any PPA, attachment, exhibit and/or addendum may be changed or modified unless such change or modification is in writing and executed by both parties. Notwithstanding anything to the contrary, any terms or conditions contained in any  SOW, insertion order, purchase order, invoice, or other communication from Agency/Brand which are inconsistent with the terms and conditions of this Agreement, or PatientPoint’s Standard Terms and Conditions, are hereby rejected.
  24. SEVERABILITY.  No provision of this Agreement which may be deemed invalid or unenforceable against the parties will in any way invalidate or make unenforceable any other provision of this Agreement, all of which will remain in full force and effect.
  25. AUDIT RIGHTS. PatientPoint will audit annually its digital networks (the presence and operational status of devices as well as have its technology platform under continuous audit oversight) and provide proof of 3rd party verification. Agency/Brand shall have the right, once annually, to audit and review relevant books and records of PatientPoint to verify the performance of services by PatientPoint under this Agreement.

Revised August 2022 – Effective for any PatientPoint programs with a term start date of January 2023 or later