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DATA EXTRACT TERMS AND CONDITIONS

  1. 1. Products and Services. At the request of the Customer, Prompt will provide to Customer a data extract of the Customer Data stored in the electronic medical record software licensed by Customer under the Services Agreement (the “Prompt EMR”) subject to the terms set forth in the Data Extract Terms and Conditions (the “Data Extract”).

  2. 2. Prompt Obligations.  Prompt shall prepare the Data Extract and notify Customer once it is ready for transmission. Following Customer’s written confirmation of Customer’s designated recipient of the Data Extract, Prompt shall provide such designated recipient an electronic link to the Data Extract and notify Customer that transmission of the Data Extract is complete (the date on which the Data Extract is transmitted is referred to as the “Completion Date”). Unless otherwise agreed to by the parties in writing, Customer’s access to Prompt EMR shall terminate on the Completion Date. Customer shall notify Prompt within ten (10) business days of the Completion Date (the “Notification Date”) of any issues or concerns regarding the Data Extract. Following the Notification Date, Prompt shall have no further obligation to retain or provide access to any Customer data.

  3. 3. Disclaimer of Warranties. THE DATA EXTRACT IS PROVIDED “AS IS” AND “AS-AVAILABLE” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. PROMPT AND ITS AFFILIATES, VENDORS, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; QUIET ENJOYMENT; QUALITY, ACCURACY, OR COMPLETENESS OF INFORMATION; AND TITLE/NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PROMPT OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE ANY OTHER WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF PROMPT’S OBLIGATIONS HEREUNDER. THE DATA EXTRACT MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. CUSTOMER ACKNOWLEDGES AND AGREES THAT PROMPT AND ITS AFFILIATES, VENDORS, AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT, WITHOUT LIMITATION, (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE OR (II) UNAUTHORIZED USERS (E.G., HACKERS), MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE CUSTOMER’S DATA, WEBSITES, COMPUTERS, OR NETWORKS. PROMPT WILL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. CUSTOMER IS RESPONSIBLE FOR PRESERVING AND MAKING ADEQUATE BACKUPS OF ITS DATA.

  4. 4. Indemnification. Customer will defend, indemnify and hold harmless Prompt and its affiliates and its and their respective officers, directors, employees, agents, successors and assigns (collectively, the “Prompt Indemnified Parties”) from and against any and all claims, actions, lawsuits and investigations brought by a third party (“Third Party Claims”) and will pay any settlements, awards, fines and reasonable attorney’s fees and expenses and court costs associated with such Third Party Claims (collectively, “Losses”), in each case to the extent arising from or relating to: (i) the Data Extract, or any derivatives thereof; (ii) whether any PHI or other data or content made available through the Data Extract is inaccurate or incomplete and/or (iii) whether the Data Extract provided by Prompt under this Agreement infringes or otherwise violates any applicable law or regulation or any intellectual property, confidentiality or privacy rights of any patient or other third party; provided, however, that foregoing obligation to defend, indemnify and hold harmless shall not apply with respect to any Third Party Claims or Losses that arise from Prompt’s material breach of this Agreement.