Terms of Use for Providers

Last updated: April 3, 2019

IF YOUR PATIENT (OR ANYONE ELSE) IS EXPERIENCING A MEDICAL EMERGENCY, PLEASE CONTACT YOUR LOCAL EMERGENCY SERVICES OR DIAL 9-1-1 ON YOUR TELEPHONE. PATIENTPAL DOES NOT PROVIDE EMERGENCY SERVICES.

Acceptance of these Terms of Use

These terms of use are entered into by and between you (“you” or the “Provider”) and PatientPal, Inc. (“PatientPal,” “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of the PatientPal website and web application, including any content, functionality, and services offered on or through PatientPal.

Please read these Terms of Use carefully before you start to use PatientPal. This is a legally binding agreement and the equivalent of a signed, written contract.

By signing to agree to these Terms of Use when this option is made available to you, you represent that you have read and considered these Terms of Use, and that you accept and agree to be bound and abide by these Terms of Use.

Following your agreement to these Terms of Use, you will be asked to review, consider, and agree to a Business Associate Agreement, which (along with any revisions thereto) is incorporated herein by reference. Once you have indicated your agreement, a copy of each document will be sent to the email address on file with your PatientPal account.

You will not be allowed to access or use PatientPal unless you indicate your agreement to these Terms of Use and the Business Associate Agreement. Following any revision to these Terms of Use or the Business Associate Agreement, you will not be allowed to continue to access or use PatientPal unless you indicate your agreement to the revised Terms of Use or Business Associate Agreement.

If you do not want to agree to these Terms of Use or the Business Associate Agreement, or to any revision of any of these documents, then you must not access or use PatientPal.

PatientPal is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions. By using PatientPal, you represent and warrant that you are of legal age to form a binding contract with PatientPal and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use PatientPal.

Important Note for Providers

You are registering for a “Provider” account. By clicking to agree to these Terms of Use, you represent that you are (or are authorized to act on behalf of) a hospital, clinic, health care facility, private practice, physician, or other health care professional, fully licensed and registered to practice in your state, with all required controlled substances registrations (if applicable), and with at least the minimum legally required professional liability insurance coverage. If you experience a change in licensure, insurance, or controlled substances registration in future, please contact Customer Service at support@patientpal.com immediately for further instruction.

Definitions

Patient. A Patient is an individual who is seeking health care services from the Provider.

Patient Information. All identifiable information and documents that are communicated or uploaded to PatientPal by a Patient or that Patient’s Provider in connection with PatientPal’s provision of services on behalf of such provider, and all identifiable information and documents that PatientPal develops as a result, comprise the Patient Information. Patient Information includes, without limitation, the Patient’s insurance/billing/payment information, and the Patient’s PatientPal account information to the extent it can be used to identify the Patient. Patient Information excludes identifiable information collected through PatientPal’s publicly accessible websites.

PatientPal. PatientPal is a website and web application that streamlines patient billing and other health care administrative systems.

Provider. A Provider is any healthcare provider, practice, clinic, facility, or hospital that has signed up to use PatientPal in connection with one or more Patients.

PatientPal and PatientPal Are Not Health Care Providers

PatientPal helps Providers by streamlining Patient billing, insurance reimbursements, and other administrative functions. PatientPal is not a health care provider, and we will not provide you or your Patients with health care advice. As a Provider, any health care advice, diagnosis, treatment, or consultation that you communicate to any Patient shall be the product of your professional medical judgment, and is solely your responsibility. You agree that you shall not rely on PatientPal, and that PatientPal shall have no responsibility or liability, for the truth, accuracy, or efficacy of any diagnosis, treatment plan, prescription, treatment (as well as any decision not to conduct treatment), or any other form of medical or health care that is developed, discussed, or otherwise communicated or conducted in connection with the use of PatientPal.

Do Not Use PatientPal to Obtain Emergency Services or Urgent Care

PatientPal does not provide or facilitate emergency services or urgent care. If your patient (or anyone else) is experiencing a medical emergency or other urgent health issue, do NOT attempt to obtain emergency or urgent medical care through PatientPal. Please call 9-1-1 on your telephone, contact your local emergency or urgent care service providers directly by phone, or proceed as you determine in your medical judgment.

Use PatientPal Ethically and in Compliance with Laws and Regulations

As a licensed health care professional or facility, you understand the importance of caring for patients in compliance with laws, rules, regulations, and codes of ethics.

By agreeing to these Terms of Use, you represent and warrant that you will only use PatientPal in ways that comply with the statutes, rules, regulations, and codes of ethics that govern your form of practice or profession in your state, and that you will only use PatientPal to provide services that are within the scope of practice that your licensure permits.

Changes to these Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of PatientPal thereafter.

We will notify you of changes to these Terms of Use by means of the email address on record with your PatientPal account. To continue using or accessing PatientPal, you will be required to agree to such revised Terms of Use.

Grant of Access

PatientPal grants you access to use PatientPal. This grant is conditioned on your continued compliance with these Terms of Use. You may not assign, lease, lend, sell, transfer, redistribute, or license PatientPal. You may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of PatientPal, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with PatientPal).

Electronic Signatures

You agree to be bound by any affirmance, assent, or agreement that you transmit to PatientPal using PatientPal, including but not limited to any consent you give to receive communications from PatientPal solely through electronic transmission. You agree that, when in the future you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field in PatientPal, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

Carrier Charges

Your carrier’s data rates may apply to your use of PatientPal. Please check with your carrier if you have questions about your plan and costs.

Accessing PatientPal and Account Security

We reserve the right to withdraw or amend PatientPal, and any service or material we provide on PatientPal, in our sole discretion without notice. From time to time, we may restrict access to some or all parts of PatientPal to users, including registered users. In the event PatientPal withdraws or restricts access to PatientPal for any reason, PatientPal will make Patient Information available to a Provider as required by law and the Business Associate Agreement.

You acknowledge and agree that we are not responsible and shall not be liable for any injury, inconvenience, or other damages caused by all or any part of PatientPal being unavailable at any time or for any period.

You are responsible for:

You acknowledge and agree that we are not responsible and shall not be liable for any injury, inconvenience, or other damages caused by your failure to maintain accurate and current contact information.

You may obtain a free copy of all the data in your account, including all Patient Information and uploaded data for your Patients, as a secure download by following the instructions on this page. This right is subject to PatientPal’s right to delete the information associated with your account, as permitted by law and the Business Associate Agreement.

To access PatientPal or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of PatientPal that all the information you provide on PatientPal is correct, current, and complete. You agree that all information you provide to register with PatientPal or otherwise, including but not limited to through the use of any interactive features on PatientPal, is governed by our Privacy Policy, these Terms of Use, the Business Associate Agreement, and any relevant services agreement, beta agreement, or terms of use to which you have agreed pursuant to your decision to use PatientPal, and you consent to all actions we take with respect to your information that are consistent with those documents.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to PatientPal or portions of it using your user name, password, or other security information. You agree to notify us immediately if there is any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a computer or mobile device that is not your own, so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Payment Matters.

Payment. Unless otherwise agreed, invoiced charges are due with 3 business days of invoice and it’s paid automatically via ACH. You are responsible for providing complete and accurate billing and contact information to PatientPal and notifying PatientPal of any changes to such information.

Overdue Charges. If any invoiced amount is not received by PatientPal by the due date, then without limiting PatientPal’s rights or remedies, (a) those charges may accrue late interest at the rate of one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) PatientPal may condition future renewals on providing payment by credit card.

Suspension of Service and Acceleration. If any amount owing by you under this or any other agreement is thirty (30) or more days overdue, PatientPal may, without limiting its other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and, as permitted by law and the Business Associate Agreement, suspend your access to PatientPal until such amounts are paid in full. PatientPal will give you at least ten (10) days’ notice that payment is overdue before suspending your access to PatientPal.

Taxes. PatientPal’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your use of PatientPal. If PatientPal is legally obligated to pay or collect Taxes for which you are responsible under this paragraph, we will invoice you, and you must pay that amount unless you provide PatientPal with a valid tax exemption certificate authorized by the appropriate taxing authority.

Intellectual Property Rights

PatientPal and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by PatientPal, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use PatientPal for your personal, non-commercial use only. (This prohibition on non-commercial use does not prohibit your use of PatientPal in connection with your own Patients or your own internal health care operations.) Other than as necessary to use PatientPal in accordance with these Terms of Use, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our website or web application (except for Patient Information), including without limitation any text, illustrations, photographs, graphics, video, or audio sequences (“Content”).

Further, you must not:

You must not access or use for any purposes, commercial or otherwise, any part of PatientPal or any services or materials available through PatientPal, except for the intended purposes as described in these Terms of Use.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of PatientPal except as expressly permitted by these Terms of Use, your right to use PatientPal will cease immediately. No right, title, or interest in or to PatientPal or any content on PatientPal is transferred to you, and all rights not expressly granted are reserved by PatientPal. Any use of PatientPal not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

You further acknowledge that ownership of any improvements in or to PatientPal or any new programs, upgrades, modifications or enhancements, even when such refinements result from your submission, feedback, or request, are and shall remain vested solely in PatientPal.

Trademarks

“PatientPal,” “PatientPal,” the PatientPal logo, the PatientPal logo, and all related names, logos, product and service names, designs, and slogans are trademarks of PatientPal or its affiliates or licensors. You must not use such marks without the prior written permission of PatientPal. All other names, logos, product names, service names, designs, and slogans on PatientPal are the trademarks of their respective owners.

Prohibited Uses

You may use PatientPal only for lawful purposes and in accordance with these Terms of Use. You agree that:

Additionally, you agree not to:

Your Right to Terminate

You may terminate your PatientPal account for any reason and at any time by notifying us at cancel@patientpal.com. Upon termination, PatientPal’s sole obligation to a Provider is to comply with the terms of the Business Associate Agreement applicable following termination. It is your responsibility to assure that you meet all your obligations in connection with patient care and patient communications.

Monitoring and Enforcement; Termination by PatientPal

We have the right to:

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through PatientPal. YOU WAIVE AND HOLD HARMLESS PATIENTPAL FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY PATIENTPAL DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER PATIENTPAL OR LAW ENFORCEMENT AUTHORITIES.

All electronic communications using PatientPal shall be encrypted. While PatientPal has endeavored to create a secure and reliable platform, you acknowledge that there is nevertheless a risk that data, including email, electronic communications, and personal data, may be accessed by unauthorized third parties when communicated between you and PatientPal or between you and other parties. Your use of the internet is solely at your own risk.

PatientPal, its affiliates, and its agents may monitor your use of PatientPal to evaluate the quality of service you receive, your compliance with these Terms of Use, the security of PatientPal, or for other reasons. You agree that such monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which PatientPal or its affiliates or agents monitor your use of PatientPal and enforces or fails to enforce these Terms of Use or any other agreement. In no event will PatientPal or any of its affiliates or agents be liable for any costs, damages, expenses, or any other liabilities incurred by you as a result of monitoring activities by PatientPal or its affiliates or agents.

However, we cannot review all material before it is posted on PatientPal, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

PatientPal may terminate your account and your use of PatientPal for any reason, including, among other things: your non-payment; your decision to cancel; PatientPal’s dissolution; and your violation of these Terms of Use. If your account is terminated, PatientPal may, in its sole discretion, delete and destroy any or all data associated with your account, to the extent allowed by law and the Business Associate Agreement.

Reliance on Information Posted

We do not warrant the accuracy, completeness, or usefulness of information provided by your Patients or any other third party. Any reliance you place on such information is strictly in your discretion and at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other PatientPal user, or by anyone who may be informed of any of its contents.

PatientPal may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by PatientPal, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of PatientPal. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

Information About You and Your Use of PatientPal

All information we collect on PatientPal is subject to these Terms of Use, the Privacy Policy, the Business Associate Agreement, and any relevant services agreement, beta agreement, or terms of use to which you have agreed pursuant to your decision to use PatientPal. By using PatientPal, you consent to all actions taken by us with respect to your information in compliance with these documents.

Geographic Restrictions

PatientPal is headquartered in Massachusetts in the United States. We provide PatientPal for use only by persons located in the United States. We make no claims that PatientPal or any of its content is accessible or appropriate outside of the United States. Access to PatientPal may not be legal by certain persons or in certain countries. If you access PatientPal from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

YOUR USE OF PATIENTPAL, ITS CONTENT, AND ANY INFORMATION OR SERVICES OBTAINED THROUGH PATIENTPAL IS AT YOUR OWN RISK. PATIENTPAL, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH PATIENTPAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PATIENTPAL NOR ANY PERSON ASSOCIATED WITH PATIENTPAL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF PATIENTPAL OR ANY INFORMATION OR SERVICES TRANSMITTED OR OBTAINED BY MEANS OF PATIENTPAL. WITHOUT LIMITING THE FOREGOING, NEITHER PATIENTPAL NOR ANYONE ASSOCIATED WITH PATIENTPAL REPRESENTS OR WARRANTS THAT PATIENTPAL, ITS CONTENT, OR ANY INFORMATION OR SERVICES OBTAINED THROUGH PATIENTPAL WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT PATIENTPAL OR ANY INFORMATION OR SERVICES OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

PATIENTPAL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification and Covenant Not To Sue

You agree to defend, indemnify and hold harmless PatientPal, its affiliates, licensors and service providers, and its and their respective officers, directors, managers, members, employees, contractors, agents, licensors, suppliers, successors and assigns (each an “PatientPal Indemnified Party”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, penalties, audits, consent decrees, or fees (including attorneys’ fees) (collectively, “Claims”) arising out of or relating to (i) your negligence or willful misconduct, including without limitation your professional malpractice, (ii) your breach or violation of any of these Terms of Use, the Privacy Policy, the Business Associate Agreement, or any other agreement, (iii) your failure to maintain the secrecy and security of your login information (such as your username and password) or any Patient Information, (iv) your failure to comply with HIPAA, (v) the unauthorized disclosure or breach of any Protected Health Information (as defined under HIPAA), (vi) your use of PatientPal, including, but not limited to, any use of PatientPal’s content, services, and products other than as expressly authorized in these Terms of Use, or (vii) your use of any information obtained from PatientPal.

You further agree to indemnify, defend, and hold each PatientPal Indemnified Party harmless from and against any Claims brought against such PatientPal Indemnified Party by any third party or parties, in connection with any claim for liability (including without limitation medical malpractice liability) arising from or relating to the provision of medical or health care, including without limitation any diagnosis, prescription, treatment plan, or treatment (including the failure to provide treatment), whether or not developed, discussed, or otherwise communicated or conducted by means of PatientPal.

You agree that you, and your agents, representatives, estate, successors, and assigns, shall not seek, sue to obtain, or obtain compensation, damages, indemnification, contribution, or other remedy from any PatientPal Indemnified Party for any losses, injuries, harm, or other liabilities that arise from or relate to the use of PatientPal by you or any other person or entity in connection with a Patient’s health care, diagnosis, treatment plan, or the provision of treatment (or failure to provide treatment), whether or not the result of professional malpractice, and including (without limitation) losses, injuries, harm, and other liabilities caused by the failure by you or any Patient to communicate with each other effectively, accurately, timely, or at all.

Limitation on Liability

IN NO EVENT WILL PATIENTPAL, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, MANAGERS, MEMBERS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, PATIENTPAL, ANY WEBSITES LINKED TO IT, ANY CONTENT ON PATIENTPAL OR LINKED WEBSITES, OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH PATIENTPAL OR SUCH LINKED WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE, IN EXCESS OF THE AMOUNT THAT YOU HAVE PAID TO PATIENTPAL.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Governing Law and Jurisdiction

All matters relating to PatientPal and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule.

All matters relating to PatientPal and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be determined by binding arbitration before a single arbitrator carried out in accordance with the commercial dispute rules of the American Arbitration Association. Such arbitration shall be heard in Boston, Massachusetts, and either party may enter the final ruling of the arbitrator for judgment in a court of competent jurisdiction. The fees of the Association and the arbitrator shall be divided equally between the parties, and each party otherwise shall pay its own legal fees and related expenses. The arbitrator shall have the authority to order any remedies, legal or equitable, which a party could obtain from a court of competent jurisdiction based on the claims asserted (except attorneys’ fees and costs), and nothing more; provided, however, there shall be no authority for a dispute to be arbitrated on a class action basis, nor shall consolidation or joinder with the claims of another person be permitted. The arbitrator shall prepare a written decision setting forth his or her findings of fact and law. Subject to the Federal Arbitration Act and other applicable law, the arbitrator’s award shall be final and binding, without right of appeal. Any party may seek to have judgment entered upon the award by a court of competent jurisdiction.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR PATIENTPAL MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by PatientPal of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of PatientPal to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect.

Entire Agreement

These Terms of Use, the Privacy Policy, the Business Associate Agreement, and any relevant services agreement, beta agreement, or terms of use to which you have agreed pursuant to your decision to use PatientPal, constitute the sole and entire agreement between you and PatientPal with respect to PatientPal and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to PatientPal.

Your Comments and Concerns

All other feedback, comments, requests for technical support and other communications relating to PatientPal should be directed to: legal@patientpal.com