This Services Agreement (which we'll refer to below as the "Agreement") is a contract between Anywhereworks, Inc. dba WELLReceived (which we'll refer to below as just "WELLReceived") and the other entity or individual whose name and signature appear in the space provided at the end of this Agreement (which we'll refer to below using "you" and "your"). This Agreement will govern your use of WELLReceived's products and services and all other aspects of your commercial relationship with WELLReceived, so please read it carefully.
Generally. In exchange for the payments associated with the plan you've selected, WELLReceived will make its live call answering services (the "Services") available to you in accordance with this Agreement and the plan's terms, which are shown in the confirmation email you received following sign-up. You agree to access and use the Services solely for lawful business or professional purposes, and to abide by WELLReceived's policies regarding the use of the Services, as those policies may change from time to time. You further agree not to sell, transfer, license, or otherwise make available the Services to any third person without WELLReceived's prior written consent. You acknowledge that particular features of the Services may change from time to time, with or without prior notice. You agree that the software and systems through which WELLReceived delivers the Services are proprietary to WELLReceived and shall in all events remain the exclusive property of WELLReceived.
Credentials. After sign up, you'll receive credentials (i.e., a username and password) with which you can access the Services and/or various features associated with the Services (your "Credentials"). You acknowledge that it is your sole responsibility to safeguard your Credentials from unauthorized disclosure or use, and you authorize WELLReceived to provide access to the Services to any person who presents your Credentials. WELLReceived may offer integrations with various other products and services, some of which require separate credentials to access. In the event you provide your credentials to any other product or service to WELLReceived, you authorize WELLReceived to use those credentials, and to access and use the account(s) with which they are associated and any data contained therein, for any purpose reasonably related to WELLReceived's provision of the Services.
Permissions. In order to deliver the Services, WELLReceived needs your permission to perform various tasks with the calls and messages that it handles on your behalf. Accordingly, you agree that WELLReceived may (i) patch calls from third parties to you to the telephone number(s) that you provide to WELLReceived for those purposes; (ii) create and maintain written records of messages from third parties to you that WELLReceived takes on your behalf; (iii) send notifications that include information related to such messages to the email address(es) and/or telephone number(s) that you provide to WELLReceived for those purposes; (iv) collect, store, and use for business purposes whatever personal or business information you provide to WELLReceived in connection with the Services; (v) contact you using the email address(es), telephone number(s), and whatever other contact information you provide to WELLReceived; and (vi) take all other steps that are reasonably necessary in order for WELLReceived to deliver the Services. You agree to inform WELLReceived immediately and in writing if any of your email address(es) or telephone number(s) should no longer receive patched calls or message notifications; you acknowledge that, unless and until you do so, WELLReceived will continue to patch calls and/or send such notifications to the email address(es) and/or telephone number(s) that you previously provided for those purposes. You further agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from your employees, agents, and all other persons who use or interact with the Services in any way on your behalf. Similarly, you agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from third parties who use or may use the Services to communicate with you.
You hereby warrant and represent to WELLReceived that you are a Covered Entity or a Business Associate acting on behalf of a Covered Entity within the meaning of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA")
You and WELLReceived each agree to the terms of the Business Associate Agreement attached to this Agreement as Schedule A (the "BAA"), and the BAA is incorporated into and is a part of this Agreement. You also agree that you will only allow your employees or your representatives who have received HIPAA training and who are authorized by you to have access to Protected Health Information as defined by HIPAA ("Your HIPAA Authorized Personnel") to access, request access to, and/or download or otherwise export, information that is or may be considered to be Protected Health Information. To the extent that your employees or representatives who are not Your HIPAA Authorized Personnel access, request access to and/or download or export Protected Health Information, you accept all liability under HIPAA and other laws for such actions. Except for the terms of this paragraph, in the event of a conflict between the BAA and the other terms of this Agreement, the terms of the BAA will control.
If you choose to use a third-party integration service to interact with WELLReceived (such as, for example, AthenaHealth, Insightly, EClinical, TherapyNotes, Kareo, Google Suite, QuickBooks, Slack, Outlook, SalesForce) ("3rd-Party Service), you agree to the following: (1) the 3rd Party Service is not an agent or contractor of WELLReceived, and is not a Business Associate of WELLReceived under HIPAA; and (2) you and/or the 3rd Party Service are responsible for all actions, omissions and errors of or related to the 3rd Party Service, and for required compliance with applicable law relating to the 3rd Party Service, including, as applicable, HIPAA. WELLReceived makes no warranties, guarantees or representations concerning whether the services provided under this Agreement by WELLReceived are compatible or otherwise can be integrated with a 3rd Party Service, and your use of a 3rd Party Service to interact with WELLReceived is solely at your risk.
Compliance with Other Laws. You agree that, at all times, you will use the Services only in a manner that complies fully with all laws, rules, and regulations regarding privacy, data protection, and health information that apply to you. If you are or at any time become unable to do so, you are not authorized to access or use the Services in any way.
You agree at all times during the term of this Agreement to maintain a policy or policies of insurance, issued by reputable insurers, against such losses and risks and in such amounts as are customary among others engaged in the same or similar business activities in your field or industry. Additionally, at all times during the term of this Agreement, you agree to provide WELLReceived, upon request, with a certificate or other proof of insurance demonstrating compliance with this paragraph 3.
You will incur the monthly charge(s) associated with the plan you've selected for each whole or partial month during which this Agreement remains in effect, plus any applicable taxes, duties, or other additional payments required by law, which you authorize WELLReceived to collect from you. If you exceed your allotted minutes in a month, you will be charged for all additional minutes used during that month at the overage rate associated with the plan you've selected. You acknowledge that you will be charged in whole-minute increments, and that any partial minutes will be rounded up to the nearest whole minute. You further acknowledge that chargeable call time includes all time spent by WELLReceived's agents answering calls or performing other work on your behalf, including, for example, hold time and time spent patching a customer call forward.
You agree to pay to WELLReceived the full amount of each monthly invoice you receive by the due date listed on the invoice. You authorize WELLReceived to send your invoices to the primary email address you provided during sign-up, and to inform WELLReceived immediately and in writing of any change to that email address or your other billing information. If you have provided WELLReceived with your credit card information or enabled any other automatic payment method (e.g., ACH, PayPal, etc.), you authorize WELLReceived to charge the amount of each of your monthly invoices to your credit card or via such other automatic payment method immediately upon each invoice's issuance. You further authorize WELLReceived to charge your credit card or such other automatic payment method immediately in the event that you accrue any overage charges. You agree to inform WELLReceived immediately of any change in your credit card or other payment information, which shall be in writing. You guarantee and warrant that you are the legal owner of such credit card or the account associated with your automatic payment method, and that you are legally authorized to accept charges from WELLReceived.
This Agreement will continue on a month-to-month basis until you or WELLReceived terminates it in accordance with this paragraph. This Agreement will be in effect for a minimum period of 90 calendar days. Following that period, either you or WELLReceived may terminate this Agreement at any time, for any or no reason, upon written notice to the other party. Notwithstanding any of the foregoing, WELLReceived may terminate this Agreement at any time if it reasonably determines that you have violated any provision of this Agreement or WELLReceived's policies regarding the use of the Services, as those policies may change from time to time. Notwithstanding any of the foregoing, the parties expressly acknowledge that the provisions of the following sections ("DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION" and "MISCELLANEOUS") will survive the termination of this Agreement, and that the termination of this Agreement will not be deemed to extinguish, or construed as a waiver of WELLReceived's right to enforce, any obligation that arose during the term of this Agreement.
No Warranties. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, WELLRECEIVED FURNISHES THE SERVICES "AS IS", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In particular, but without limiting the foregoing, WELLReceived cannot and does not warrant that it will have sufficient resources to handle unexpected increases in call volumes, that the Services will be error-free, or that the Services will operate without delays or interruptions; WELLReceived expressly disclaims any and all warranties to that effect.
Limitation of Liability. WELLRECEIVED'S ENTIRE LIABILITY ON ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE LIMITED, IN THE AGGREGATE, TO THE AMOUNT PAID BY YOU TO WELLRECEIVED OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT(S) GIVING RISE TO SUCH CLAIMS. IN NO EVENT SHALL WELLRECEIVED BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOST REVENUE, OR LOSS OF GOODWILL) ON ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
Indemnification. You agree to indemnify, defend, and hold harmless WELLReceived from and against any and all claims, losses, demands, liabilities, costs, and expenses suffered or incurred by WELLReceived as a result of, or in connection with, any third party claim or cause of action against WELLReceived (including, but not limited to, all attorneys' fees and costs incurred in defending against such claim or cause of action) where the claim or cause of action was or is alleged to have been caused, in whole or in part, by any wrongful act or omission by you, your employee(s), or your other agent(s), including, without limitation, any breach of this Agreement.
Integration. This Agreement supersedes all previous agreements between you and WELLReceived, in whatever form, and (except for terms describing the monthly charges, overage charges, and allotted monthly minutes associated with the plan you've selected) constitutes the full, final, and entire agreement between you and WELLReceived regarding this Agreement's subject matter. You acknowledge and agree that all promises, representations, statements, and other information that wholly or partly induced you to enter into this Agreement are contained expressly herein.
Legal Relationship of the Parties. In delivering the Services, WELLReceived shall act solely as an independent contractor, and nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, or employment relationship between you and WELLReceived or any of WELLReceived's employees or other agents.
Choice of Law; Arbitration. This Agreement will be construed in accordance with, and all claims relating in any way to your commercial relationship with WELLReceived will be governed by, the laws of the United States and the State of North Carolina, excluding the latter's rules regarding conflict of laws. Any dispute arising out of or related in any way to this Agreement, an alleged breach thereof, or any other aspect of your commercial relationship with WELLReceived shall be settled exclusively by binding arbitration to take place in North Carolina under the Commercial Arbitration Rules of the American Arbitration Association. You agree that the arbitrator(s) in any such arbitration shall have full authority to decide and rule on all aspects of the dispute, including, but not limited to, the issue of the dispute's arbitrability. You further agree (i) that you will not assert any class, collective, or representative action claims against WELLReceived, whether in arbitration or otherwise, which actions are hereby waived, and (ii) that, in the event of a dispute, you shall submit only your own, individual claim(s) in arbitration and will not seek to represent the interests of any other person or entity.
No Waiver. A failure or delay by either party to enforce any term of this Agreement shall not constitute a waiver of that party's right to enforce that term or any other term of this Agreement.
Amendment. The provisions of this Agreement may be amended or waived only in a writing signed or otherwise approved by WELLReceived.
Severability. The provisions of this Agreement are severable, and if any provision hereof is held to be invalid, illegal, or unenforceable in any respect, it shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect.
Assignment. WELLReceived may assign this Agreement without prior notice. You acknowledge and agree that the rights and obligations imposed by this Agreement are unique and personal to you, and that you may not assign this Agreement without WELLReceived's written consent.
No Third Party Beneficiaries. The terms of this Agreement are for the sole benefit of the parties and their successors and permitted assigns. This Agreement shall not be construed as conferring any rights or benefits on any third party.
Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. An electronic signature shall have the same force and effect as an original signature.
Effective Date. This Agreement will become effective when both parties have executed it in the space provided below.
This Business Associate Agreement (which we'll refer to below as the "Agreement") is entered into between AnywhereWorks, dba WELLReceived (which we'll refer to below as just "WELLReceived") and the other entity or individual whose name and signature appear in the space provided at the end of this Agreement (which we'll refer to below using the "Client"). This Agreement will govern your use of WELLReceived's products and services and all other aspects of your commercial relationship with WELLReceived, so please read it carefully.
The Company is a company based in North Carolina that provides live answering services and other similar business services. The Client is a Covered Entity, or a Business Associate acting on behalf of a Covered Entity, and has engaged or desires to engage the Company to provide such services, in the course of which the Company will act as a Business Associate or sub-Associate (whichever is applicable) and access or receive PHI from the Client. The parties desire and intend to comply fully with the privacy requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), including all amendments thereto and all relevant implementing regulations. Accordingly, the parties agree as follows:
1.Definitions. As Used in this Agreement, the following terms shall have the following definitions.
"HIPAA Rules" means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. The following capitalized terms used in this Agreement shall have the same meaning as in the HIPAA Rules: Business Associate, Breach, Covered Entity, Designated Record Set, Disclosure, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information ("PHI"), Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.
"Services" means the services for which the Client has engaged the Company, as described further in the Company's Terms of Service above, as they may change from time to time, and the particular service plan(s) that the Client has selected.
2.Obligations and Activities of the Company. The Company agrees:
Not to Use or Disclose PHI other than as permitted or required by this Agreement or as Required By Law;
To Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent Use or Disclosure of PHI other than as provided for by this Agreement;
To report to Customer any Use or Disclosure of PHI not provided for by the Agreement of which it becomes aware, including Breaches of Unsecured PHI as required at 45 CFR 164.410, and any Security Incident of which it becomes aware;
In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, to ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of the Company agree to the same restrictions, conditions, and requirements that apply to the Company with respect to such information;
To make available PHI in a Designated Record Set to the Client as necessary to satisfy the Client's obligations (or, if the Client is a Business Associate acting on behalf of a Covered Entity, the Covered Entity's obligations) under 45 CFR 164.524;
To make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by the Client pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy the Client's (or, if the Client is a Business Associate acting on behalf of a Covered Entity, the Covered Entity's) obligations under 45 CFR 164.526;
To maintain and make available the information required to provide an accounting of Disclosures as necessary to satisfy the Client's obligations (or, if the Client is a Business Associate acting on behalf of a Covered Entity, the Covered Entity's obligations) under 45 CFR 164.528;
To the extent the Company is to carry out one or more of the Client's obligations (or, if the Client is a Business Associate acting on behalf of a Covered Entity, the Covered Entity's obligations) under Subpart E of 45 CFR Part 164, to comply with the requirements of Subpart E that apply to the relevant Covered Entity in the performance of such obligation(s); and
To make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
3.Permitted Uses and Disclosures by the Company.
The Company may only Use or Disclose PHI as necessary to perform the Services. The Company is not authorized to Use PHI to de-identify the information in accordance with 45 CFR 164.514(a)-(c).
The Company may Use or Disclose PHI as required by applicable law.
The Company agrees to make Uses and Disclosures and requests for PHI consistent with the Client's (or, if the Client is a Business Associate acting on behalf of a Covered Entity, the Covered Entity's) Minimum Necessary policies and procedures.
The Company may not Use or Disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by a Covered Entity, except for the specific Uses and Disclosures set forth in this Agreement.
The Company may Use PHI for the proper management and administration of the Company or to carry out the legal responsibilities of the Company.
The Company may Disclose PHI for the proper management and administration of the Company or to carry out the legal responsibilities of the Company, provided the Disclosures are Required By Law, or the Company obtains reasonable assurances from the person to whom the information is Disclosed that the information will remain confidential and be Used or further Disclosed only as Required By Law or for the purposes for which it was Disclosed to the person, and the person notifies the Company of any instances of which it is aware in which the confidentiality of the information has been Breached.
4.Provisions for the Client to Inform the Company of Privacy Practices and Restrictions.
The Client shall notify the Company of any limitation(s) in the Notice of Privacy Practices of the Client (or, if the Client is a Business Associate acting on behalf of a Covered Entity, of the Covered Entity) under 45 CFR 164.520, to the extent that such limitation may affect the Company's Use or Disclosure of PHI.
The Client shall notify the Company of any changes in, or revocation of, the permission by an Individual to Use or Disclose his or her PHI, to the extent that such changes may affect the Company's Use or Disclosure of PHI.
The Client shall notify the Company of any restriction on the Use or Disclosure of PHI that the Client (or, if the Client is a Business Associate acting on behalf of a Covered Entity, the Covered Entity) has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect the Company's Use or Disclosure of PHI.
5.Permissible Requests by the Client. The Client shall not request that the Company Use or Disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by a Covered Entity, except as may be expressly permitted by this Agreement and otherwise permissible under all applicable law.
6. Special Issues Relating to Substance Abuse Disorder Health Information: Client represents to Company that Client is a federally assisted alcohol or drug program subject to 42 CFR Part 2. To the extent that Company receives any information from Clientâs patients that is subject to 42 CFR Part 2, the Company acknowledges that it may be considered a Qualified Service Organization as defined in 42 CFR 2.11 and as such: (i) acknowledges that in receiving, storing, processing or otherwise dealing with any information, whether recorded or not, relating to a patient received or acquired by a federally assisted alcohol or drug program, Company agree to comply with the regulations in 42 CFR Part 2; and (ii) if necessary, will resist in judicial proceedings any efforts to obtain access to any information, whether recorded or not, relating to a patient received or acquired by a federally assisted alcohol or drug program, except as permitted by 42 CFR Part 2. Client shall be responsible for obtaining any authorizations or patient permissions necessary under 42 CFR Part 2 or any other applicable federal and/or state law to disclose PHI to Company for the purposes of the Services to be provided by Company.
7.Term and Termination.
This Agreement shall be effective as of the date on which the Client engages the Company's Services, and shall terminate automatically on the date on which the Company ceases to provide the Services to the Client.
The Company authorizes termination of this Agreement by the Client if the Client determines that the Company has violated a material term of the Agreement and the Company has not cured the Breach or ended the violation within a reasonable time.
The obligations of the Company under this section 6(c) shall survive the termination of this Agreement. Upon termination of this Agreement for any reason, the Company, with respect to PHI received from the Client, or created, maintained, or received by the Company on behalf of the Client, shall: (i) retain only that PHI which is necessary for the Company to continue its proper management and administration or to carry out its legal responsibilities; (ii) return to the Client or destroy the remaining PHI that the Company still maintains in any form; (iii) continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI to prevent Use or Disclosure of the PHI, other than as provided for in this section 6(c), for as long as the Company retains the PHI; (iv) not Use or Disclose the PHI retained by the Company other than for the purposes for which such PHI was retained and subject to the same conditions set out at sections 3(e) and 3(f) above, which applied prior to termination; and (v) return to the Client or destroy the PHI retained by the Company when it is no longer needed by the Company for its proper management and administration or to carry out its legal responsibilities.
A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
The parties agree to take such action as is necessary, whether by amending this Agreement or otherwise, from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.
Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.
AnywhereWorks. dba WELLReceived
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Entity or individual's printed legal name
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1. Basic Services: Live Call Answering Services
WELLReceived will answer your phone calls, take messages, post the messages to a secure website and alert you that you have a message. It is your responsibility to access the messages from the website of WELLReceived.
If checked, WELLReceived will provide one or more of the following services:
WELLReceived will make outbound calls to pharmacies for physicians, in accordance with instructions provided by the physician or other authorized personnel
WELLReceived will make outbound calls to patients for physicians (relaying chart/medical info, RX side effects, etc), in accordance with instructions provided by the physician or other authorized personnel
WELLReceived will view patient charts in EMRs (electronic medical records) as instructed by physicians or other authorized personnel
WELLReceived will fulfill requests for copies of medical records in accordance with instructions provided by the physician or other authorized personnel
WELLReceived will make outbound calls to insurers or employers to verify that that a patient has insurance, as directed by the physician or other authorized personnel