Medpoint Healthline, LLC Terms of Service

1. Acknowledgment& Subscription

These Terms of Service (the “Terms”) set forth the terms and conditions upon which Medpoint Healthcare, LLC (“Medpoint”) provides certain Services (as defined herein) to its clients (the “Subscription”).  By checking the box and subscribing for the Services, you agree that you have read the Terms and hereby agree to be bound by the Terms.  In addition, you hereby certify that you have provided a copy of these Terms to each person from your organization accessing the Services through your subscription (each, a “User”) and that each User has agreed to be bound by these Terms where applicable.  The Termsare binding for the duration of the time in which Medpoint Healthline LLC provides the membership subscription service to you.

2. Description of Services

1. 1. Included Services.As part of your subscription, Medpoint will provide your organization with internet tools, content, materials and advice to assist your organization in maintaining ongoing compliance with New York State Department of Health (collectively, the “Services”). The Services shall specifically include access to Medpoint’s Conformance Program pursuant to whichMedpoint shall:

1. 1. 1. Maintain a password-protected internet-based program on Medpoint’sservers for your organization's use, through which your organization has access to certain content;

1. 1. 2. Provide training for your organization's key staff members;

1. 1. 3. Provide your organization with a set of policy and procedure manuals customized for your organization's practice, further customization of which will be done by your organization's staff using the tools provided on the Medpoint platform;

1. 1. 4. Provide access to web-based tools and downloadable forms to assist your organization;

1. 1. 5. Provide customizable updates to your organization's policy and procedure manuals;

1. 1. 6. Provide your organization each month with (a) a list of compliance-related tasks to be completed that month, (b) an explanation of each task and (c) web tools and forms to help your organization complete the tasks;

1. 1. 7. Provide your organization with tools and reminders to perform the tasks to maintain its licensure;

1. 1. 8. Keep an online record of tasks your organization has reported completing, with your organization's reported completion dates, which may be viewed online and printed by your organization's staff at any time;

1. 1. 9. Contact your organization's designated representative (or an alternate staff person if your organization representative is not available) if Medpoint Healthline LLC determines that your organization's compliance is not timely enough;

1. 1. 10. Provide your organization up to eight (8) hours of conformance telephone-consulting per subscription year.Medpoint will bill any time over eight (8) hours to your organization at the then-current telephone-consulting rate;

1. 1. 11. Provide your organization with storage for all external documents.

1. 2. Additional Services. Apart from the Included Services, Medpoint provides consulting services for an additional fee.  The consulting services are not subject to these terms and conditions.To request additional consulting services, please contact Medpoint via email atinfo@medpointhealthline.com.

3. Client Obligations

1. 1. Payment.

1. 1. 1. Payment Method. You must provide Medpoint with a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account via a third party (the “Payment Method”). You authorize Medpoint to charge any Payment Method associated with your account.

1. 1. 2. Sign Up Fee. You agree to make a one-time, non-refundable payment of the amount set forth in the package you selected upon signing up for the Services. 

1. 1. 3. Subscription Fee.  You agree to pay a monthly subscription fee in the amount set forth in the packageyou selected upon signing up for the Services(“Monthly Fee”).  The Monthly Fee will be charged to you via your Payment Method on the first (1 ^st) day of each month.  We will bill you a pro-rated Monthly Fee for the first month of your Subscription.  The Monthly Fee includes complete access to the Services pursuant to these Terms.

1. 1. 4. Modification of Payment. Medpoint reserves the right to change its subscription plans or adjust pricing for our Service or any components thereof in any manner and at any time as Medpoint may determine in its sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.

1. 1. 5. Non-Payment. In the event that Medpoint cannot process payment to the Payment Method on file, Medpoint will attempt to notify you to secure an alternate Payment Method.  You remain responsible for any uncollected amounts.  If a payment is not successfully settled, due to expiration, insufficient funds or otherwise, and you do not cancel your account, we may suspend your access to the Services until we have successfully charged a valid Payment Method. 

1. 1. 1. 1. In the event that Medpoint is unable to secure an alternate Payment Method or is unable to process payment to your Payment Method on file within fifteen (15) days from your billing date, your subscription will be cancelled.

1. 1. 1. 2. Medpoint will not charge aTwenty-Five dollar($25) chargeback fee generated by you if the fee is incurred before you contact Medpoint to resolve a billing or membership issue or within ten(10) business days of being contacted by the customer regarding this issue.Medpoint reserves the right to dispute the chargeback based on the specifics of the billing or membership issue.

1. 1. 6. Additional Fees.

1. 1. 1. 1. Change of Location. In the event that your organization relocates during your Subscription period, Medpoint may charge additional fees to your Payment Method.  Medpoint will promptly notify you of any additional charges three (3) business days in advance of such charges.  If additional “Environment of Care” walkthroughs are requested by your organization or are required by Medpoint, your organization will be charged for these services at the then current price for these services.

1. 1. 1. 2. Additional Services. Additional services are subject to these Terms and may be subject to additional terms and conditions.  Unless agreed otherwise by Medpoint in its sole and absolute discretion, additional services are not included in the Subscription.

1. 2. Client Information and Performance Obligations.

1. 1. 1. Compliance with Applicable Laws. You agree to use the Services, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the service or content therein.  You further agree to submit a copy of your operating certificate and completed application form.Medpoint may terminate or restrict your use of the Services if you violate these Terms or are engaged in illegal or fraudulent use of the Service.

1. 1. 2. User Obligations. Except as explicitly authorized in these terms and conditions, you and each User agree not to:

1. 1. 1. 1. fraudulently report completion of any of your organization's tasks on the Conformance Task List;

1. 1. 1. 2. archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through Services;

1. 1. 1. 3. circumvent, remove, alter, deactivate, degrade, block, obscure or thwart any of the content protections or other elements of the Services, including the graphical user interface, any advertising or advertising features, copyright notices, and trademarks;

1. 1. 1. 4. use any robot, spider, scraper or other automated means to access the Services

1. 1. 1. 5. decompile, reverse engineer or disassemble any software or other products or processes accessible through the Services;

1. 1. 1. 6. insert any code or product or manipulate the content of the Services in any way;

1. 1. 1. 7. use any data mining, data gathering or extraction method;

1. 1. 1. 8. upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Services, including any software viruses or any other computer code, files or programs.

4. Term and Termination Rights

1. 1. Term.  Your Subscription will begin upon account creation. Your Subscription will continue and automatically renew on a monthly basis until terminated.  TheseTerms are binding for the duration of the time in which Medpoint provides the Services to you.

1. 2. Cancellation.  You may cancel your Subscription at any time. Cancellation must be in writing via email toinfo@medpointhealthline.com.

1. 1. 1. You must cancel your membership before it renews in order to avoid billing of the membership fees for the next billing cycle to your payment method. You will continue to have access to the Services through the end of your billing period. No refunds will be issued for amounts already charged prior to cancellation. 

1. 1. 2. Upon cancellation, Medpoint shall have no further obligation hereunder and Medpoint will remove your membership profile.  

5. Proprietary Rights and Intellectual Property Ownership

You acknowledge that all methods, processes, business practices, software, documentation, manuals, policies, procedures, forms and all copyrighted materials provided to your organization for its use shall be and remain the exclusive property of Medpoint (collectively, “Medpoint Information”).  Your organization may customize the Medpoint Information within your organization and may reproduce hard copies of policies, procedures and forms for use within your organization, solely for the purposes of compliance with New York State Department of Health regulations and policies.You shall not use any Medpoint Information for any other purpose and shall not be or become entitled to possess any interest in (including liens), or title to Medpoint Information.

6. Confidential Information

1. 1. Passwords and Account Access.

1. 1. 1. The entity who created the account and whose Payment Method is charged (the "Account Owner") is responsible for any activity that occurs through the Medpoint account. To maintain control over the account and prevent anyone from accessing the account (which could include information on viewing history for the account), the Account Owner should not reveal the password or details of the Payment Method associated to the account to anyone.

1. 1. 2. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We can terminate your account or place your account on hold in order to protect you or Medpoint from identity theft or other fraudulent activity. Medpoint is not obligated to credit or discount a membership for holds.

1. 1. 3. You agree to share your Medpoint account credentials with an assigned Medpointconsultant.  You acknowledge the assigned Medpoint consultantmay access all the data associated with your Medpoint account.  The assigned Medpoint consultant shall not share your data with anyone else.

1. 2. Confidentiality.

1. 1. 1. In addition to any obligations under any applicable data privacy and protection laws, each party warrants and covenants that all confidential information of the other party which it receives from such party or may have access to in the course of performing this Agreement (“Confidential Information”) shall be kept confidential by the receiving party and their respective employed or associated persons.  

1. 1. 2. Neither party shall voluntarily disclose such Confidential Information, either orally or in writing, to any other person or entity except as needed in the usual course of performing these Terms, as expressly required by law or pursuant to the disclosing party's written authorization, and each party shall take reasonable steps to ensure that neither its agents nor employees disclose such information except as provided herein.

1. 1. 3. Confidential Information does not include:

1. 1. 1. 1. information obtained and disclosed by a third party where the third party did not have reason to believe that the information was subject to confidentiality obligations;

1. 1. 1. 2.  information that is or has become publicly available;

1. 1. 1. 3. information that was independently developed by Medpoint; and

1. 1. 1. 4. information that is common knowledge or industry custom.

7. Indemnification

1. 1. Medpoint Indemnification. Medpoint agrees to defend, indemnify and hold harmless your organization and its affiliates, members, directors, officers, shareholders, employees, agents, attorneys, representatives, successors and assigns from and against, any and all claims, liabilities, obligations, judgments, causes of action, damages, and costs and expenses (including reasonable attorneys' fees, expenses and court costs) for which any of them may incur or become liable to a third party to the extent arising out of or resulting from:

1. 1. 1. any material breach of any representation, warranty, covenant or agreement by Medpoint, hereunder, including without limitation Medpoint’s failure to perform as required hereunder and violation or alleged violation of any law, statute or regulation,

1. 1. 2. personal injury, including death, and tangible property damage caused by or allegedly caused by the negligent act or omission, intentional act or wrongful act of Medpoint, or its directors, officers, employees, agents, subcontractors or representatives, and

1. 1. 3. all liabilities of your organization that arise out any material breach or alleged material breach of any representation, warranty, covenant or agreement by Medpoint and any violation or alleged violation by Medpoint of any law, statute or regulation.   Your organization agrees to provide Medpoint with prompt notice of any claim subject to this indemnity, and to reasonably cooperate in the defense of such claim, at Medpoint’s expense.

1. 2. Client Indemnification. Your organization agrees to defend, indemnify and hold harmlessMedpoint and its affiliates, members, directors, officers, shareholders, employees, agents, attorneys, representatives, successors and assigns from and against, any and all claims, liabilities, obligations, judgments, causes of action, damages, and costs and expenses (including reasonable attorneys' fees, expenses and court costs) for which any of them may incur or become liable to a third party to the extent arising out of or resulting from:

1. 1. 1. any material breach of any representation, warranty, covenant or agreement by your organization or any of your organization’s Users hereunder, including without limitation your organization's failure to perform as required hereunder and violation or alleged violation of any law, statute or regulation;

1. 1. 2. personal injury, including death, and tangible property damage caused by or allegedly caused by the negligent act or omission, intentional act or wrongful act of your organization or its directors, officers, employees, agents or representatives; and

1. 1. 3. all liabilities of Medpoint that arise out any material breach or alleged breach of any representation, warranty, covenant or agreement by your organization and any violation or alleged violation by your organization or any of your organization’s Users of any law, statute or regulation.  Medpoint agrees to provide your organization with prompt notice of any claim subject to this indemnity, and to reasonably cooperate in the defense of such claim, at your organization's expense.  Your organization shall not settle any indemnified claim without Medpoint 's prior written consent.

8. Miscellaneous.

1. 1. Amendment.  These terms may be updated from time to time by Medpoint; provided, however any modification shall be communicated to you by email at least thirty (30) days prior to taking effect.If Medpoint determines, based on New York Department of Health requirements, that your organization has affiliated offices that require Department of Health licensing and approval, Medpoint may require you to purchase a separate Subscription.

1. 2. Governing Law.These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.

1. 3. ARBITRATION; CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND MEDPOINT OR ITS OFFICERS, DIRECTORS OR EMPLOYEES IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS, INC. THEN IN EFFECT, AND YOU AND MEDPOINT HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND MEDPOINT WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. AS AN ALTERNATIVE, YOU MAY BRING YOUR CLAIM IN YOUR LOCAL “SMALL CLAIMS” COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT’S RULES AND IF WITHIN SUCH COURT’S JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED OR APPEALED TO A DIFFERENT COURT. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF. NEITHER YOU NOR MEDPOINT WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event JAMS, Inc. is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitration shall be conducted in the English language. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms and Conditions. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms and Conditions must be filed within one (1) year after such claim of action arose or be forever banned.

1. 4. Force Majeure. The obligations of the parties under these terms and conditions (other than the obligation to make payments) shall be suspended to the extent a party is hindered or prevented from complying therewith because of labor disturbances (including strikes or lockouts), war, acts of terrorism, acts of God, earthquakes, fires, storms, accidents, governmental regulations, global pandemics, failure of vendors or suppliers or any other cause whatsoever beyond a party's control.  For so long as such circumstances prevail, the party whose performance is delayed or hindered shall continue to use all commercially reasonable efforts to recommence performance without delay.

1. 5. Entire Agreement and Severability.These Terms represent the complete terms and conditions of theSubscription.  No verbal discussions or written information separate from these Terms shall modify or invalidate any portion of these Terms.If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.