CUSTOM TELEHEALTH SERVICE PROVIDER AGREEMENT

Welcome to the Custom Telehealth Service (the “Service”), which is owned and operated by PHP, LLC (AKA Custom Telehealth), a Florida limited liability company with offices at 102 NE 2^nd Street #305, Boca Raton, Florida 33432 (“Custom Telehealth”). To participate as a healthcare provider in the Service you must agree to be bound by all of the terms of this Provider Agreement (“Agreement”). If you do not agree to these terms and conditions, you are not authorized to access or use this website.

Please print and keep a copy of this Agreement. Custom Telehealth may, from time to time, change the terms of this Agreement. It is your responsibility to review these terms each time you use this website.

ACCESS

You are eligible to participate in the Service because you are a member of the medical staff of a customer or partner of Custom Telehealth. Subject to the terms contained herein, Custom Telehealth hereby grants you a limited right to access and use the Service. You agree that you shall use the Service only in accordance with the terms of this Agreement, applicable law, and any additional rules, policies and procedures established by Custom Telehealth for use of the Service. By registering and using the Service, you represent and warrant that all information provided to Custom Telehealth in connection with this Agreement, including in the process of registration for the Service, is true, accurate and complete. You are responsible for installing and maintaining all equipment and systems necessary to access the Service and for paying all charges related thereto.

SECURITY AND PASSWORDS

Access to the Service is enabled only by usernames and passwords. You shall maintain your username and password in strict confidence. In no event shall you share your username or password with any third party or allow another person to access the Service using your username and password. You shall notify immediately Custom Telehealth if you have any reason to believe that your username or password has been lost or compromised or misused in any way. You are fully and solely responsible for all use of the Service via your username and password. Custom Telehealth reserves the right to revoke or deactivate your username and password at any time.

ACCEPTABLE USE

You agree not to access or use the Service in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes this Agreement. You shall not post, use, transmit or store (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of the Service by any method, including through use of viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming. You shall not use the Service in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access the Service for any purpose.

OPERATION AND RECORD RETENTION

Custom Telehealth reserves complete and sole discretion with respect to the operation of the Service. Custom Telehealth may, among other things withdraw, suspend or discontinue any functionality or feature of the Service. Subject to applicable law, Custom Telehealth reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Service pursuant to its internal record retention and/or destruction policies.

NON-DISCLOSURE AND CONFIDENTIALITY

In using the Service, you may have access to confidential information of Custom Telehealth and its licensors and suppliers (“Confidential Information”) that may include, but is not limited to, software, codes, technology, logic, techniques, formats, tools, designs, concepts, methods, processes, ideas, functional specifications, technical materials and information, and related documentation, and protected health information and other information contained in medical records and other records through the Service (“PHI”). You agree to maintain and safeguard vigilantly the privacy and security of all Confidential Information and you will use and disclose PHI only in accordance with all federal, state and local requirements, including HIPAA and with security measures and controls that may be required from time to time by Custom Telehealth and its licensors and suppliers. You shall implement and maintain appropriate administrative, physical, technical, and procedural safeguards to protect the confidentiality, integrity, and availability of all Confidential Information, to protect against reasonably anticipated threats or hazards, and to prevent use or disclosure of Confidential Information accessed through the Service other than as permitted by this Agreement or required by law. Such safeguards shall comply with all applicable federal, state, and local requirements, including HIPAA, and with security measures and controls that may be required from time to time by Custom Telehealth and its licensors and suppliers. Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (i) to use the Service and the Confidential Information only as needed to perform your responsibilities as a healthcare provider; (ii) not to access, use or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose; (iii) to restrict physical and system access to the equipment which contains Confidential Information or which gives access to the Service (such as by diligently locking and monitoring office premises and requiring password verification to gain access to desktop computers); and (iv) implementing all required policies and procedures to ensure compliance with the HIPAA rules and applicable state law. You immediately shall notify, and cooperate fully with Custom Telehealth in the event you discover or suspect: (a) any unauthorized use of or access to the Service; (b) any inappropriate use or disclosure of information contained in or obtained through use of the Service; (c) the recognition or introduction of any virus, worms, trojan horses and other destructive items; or (d) any Security Incident or Breach (as defined in the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR parts 160, 162 and 164 and any applicable state law). In the event that a Security Incident or Breach occurs, you shall take affirmative steps to notify all affected parties of the Security Incident or Breach, to cure the Security Incident or Breach and prevent future Security Incidents or Breaches, and to mitigate the effects of the Security Incident or Breach

NOTIFICATION

You agree to notify Custom Telehealth immediately if you become aware of any medical incident, error or adverse event arising out of any conversation, advice or service rendered by you within the Service which may reasonably be expected to give rise to a claim being made against you or if you have been named in any claim or suit arising out of any conversation, advice or service rendered by you within the Service.

TERMINATION

Custom Telehealth may suspend or terminate your access to the Service at any time, for any reason or for no reason at all. Custom Telehealth has the right (but not the obligation) to refuse to provide access to the Service to any person, agency or organization, or to prohibit any person, agency or organization from using the Service, at any time, for any reason or for no reason at all, in our sole discretion. Custom Telehealth reserves the right to change, suspend, or discontinue all or part of the Service, temporarily or permanently, without prior notice. Custom Telehealth reserves the right to delete or change any username or password at any time, for any reason or for no reason at all. You acknowledge and agree that all the obligations relating to Confidential Information under this Agreement will continue after termination of this Agreement and termination of access rights hereunder.

INTELLECTUAL PROPERTY

All of the content available on or through the Service is the property of Custom Telehealth or its licensors and is protected by copyright, trademark, patent, trade secret and other intellectual property law. We give you permission to display, download, store and print the content only for your personal, non-commercial use. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the content received through the Service to anyone, including but not limited to others in your organization. Any copy made of information obtained through the Service must include the copyright notice. All software and accompanying documentation made available for download from the Service is the copyrighted work of Custom Telehealth or its licensors. All Custom Telehealth trade and service names, including, but not limited to “Custom Telehealth”, are trademarks of Custom Telehealth Corporation. All other brands and names are the property of their respective owners. Nothing contained in the Service should be construed as granting any license or right to use any trademark displayed on this site without the express written permission of Custom Telehealth or such third-party that may own the trademark. Subject to the terms of this Agreement, Custom Telehealth hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the software, network facilities, content and documentation on and in the Service to the extent, and only to the extent, necessary to access and use the Service. The license granted herein does not permit you, and you agree not to: (a) modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Service or allow a third party, whether directly or indirectly (including, but not limited to the direct or indirect use of wizards, agents, bots, or other utilities), to modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Service; or (b) transfer, distribute, sell, lease, rent, disclose or provide access to the Service to any third party or use the Service to provide service bureau, time sharing or other services to third parties.

 

DMCA NOTICE

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on this Web site infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Web site, currently located at http://www.loc.gov/copyright. In accordance with the DMCA, Custom Telehealth has designated an agent to receive notification of alleged copyright infringement in accordance with the DMCA. Any written Notification of Claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing c/o PHP, LLC (AKA Custom Telehealth), 102 NE 2^nd Street #305, Boca Raton, Florida 33432. Please note: If you materially misrepresent that online material, product, or activity is infringing your copyrights, you may be liable for damages (including court costs and attorneys’ fees) and could be subject to criminal prosecution for perjury. We suggest that you consult your legal advisor before filing a notice or counter-notice.

LINKS

Areas of the Service may contain links to other web sites. Please note that when you click on any of these links, you are entering another web site for which we have no responsibility or control. The inclusion of any link does not imply affiliation, endorsement or adoption by us of the linked site or any medical or other information contained therein. We encourage you to read the terms and conditions, data-gathering practices and privacy policies of all linked sites as they may materially differ from ours. You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links on this site. It is up to you to take precautions to ensure that whatever linked material you select is free of items such as viruses, worms, Trojan horses and other destructive items.

DISCLAIMERS

ACCESS TO THE SERVICE AND THE INFORMATION CONTAINED THEREIN IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CUSTOM TELEHEALTH DISCLAIMS ALL WARRANTIES OF ANY KIND REGARDING THE SERVICE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, CUSTOM TELEHEALTH DOES NOT WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES CUSTOM TELEHEALTH MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICE OR ANY OF THE INFORMATION CONTAINED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND YOUR RELIANCE UPON ANY OF ITS CONTENTS IS AT YOUR SOLE RISK.

YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO THE SERVICE OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION ON THE SERVICE CAUSED BY YOU OR ANY PERSON USING YOUR USERNAME OR PASSWORD. CUSTOM TELEHEALTH CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY PROTECTED HEALTH INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE SERVICE.

LIMITATIONS OF LIABILITY  

IN THE EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY OF ITS CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING IT. UNDER NO CIRCUMSTANCES SHALL CUSTOM TELEHEALTH, ANY OF ITS LICENSORS OR SUPPLIERS OR ANY THIRD PARTY WHO PROMOTES THE SERVICE OR PROVIDES YOU WITH A LINK TO THE SERVICE BE LIABLE IN ANY WAY FOR YOUR USE OF SERVICE OR ANY OF ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.

UNDER NO CIRCUMSTANCES SHALL CUSTOM TELEHEALTH, ITS LICENSORS OR SUPPLIERS OR ANY THIRD PARTY WHO PROMOTES THE SERVICE OR PROVIDES YOU WITH A LINK TO THE SERVICE BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU HEREBY RELEASE AND HOLD CUSTOM TELEHEALTH, ITS LICENSORS, SUPPLIERS AND PROVIDERS AND ANY THIRD PARTY WHO PROMOTES THE SERVICE OR PROVIDES YOU WITH A LINK TO THE SERVICE HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

INDEMNIFICATION

Without limiting the generality or effect of other provisions of this Agreement, as a condition of use of the Service, you agree to indemnify, hold harmless, and defend Custom Telehealth, and its parents, subsidiaries, affiliates, licensors, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your failure to comply with any applicable laws and regulations; and (ii) your breach of any of your obligations set forth in this Agreement. You shall not settle any such claim without the written consent of the applicable Indemnified Party.

INTERNATIONAL USE

The Service is designed for and intended for users in the United States. Custom Telehealth makes no representation that the information and services provided on the Service are applicable to, appropriate for, or available to users in locations outside the United States. Accessing the Service from territories where the content is illegal is prohibited. If you choose to access the site from a location outside the U.S., you do so on your own initiative and you are responsible for compliance with local laws.

ELECTRONIC CONTRACTING AND NOTICES

By utilizing these services, you agree to the terms of this Agreement. You agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Service (collectively, “Notices”). We can send you electronic Notices (1) to the e-mail address that you provided to us during registration, or (2) by posting the Notice on the Service or otherwise through the site. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling or discontinuing your use of the Service.