LEARNING SERVICES GENERAL TERMS AND CONDITIONS
These Learning Services General Terms and Conditions are incorporated into and made part of the Agreement (as defined in the Order Form executed by the parties). Terms not defined herein shall have the definitions set forth in the Order Form or the applicable Service-Specific Terms and Conditions.
1. Definitions
1.1. “Affiliate” means any other person or entity directly or indirectly controlling, controlled by, or under common control with such specified party including the power to, directly or indirectly, direct or cause the direction of management or policies of a person or entity, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.
1.2. “Applicable Law” means: (a) any Applicable Privacy Law; and (b) any other laws, statutes, regulations, ordinances, rules, codes, and other requirements of any governmental authority that apply to Institution’s use of or Prompt’s provision of the Services, in any jurisdiction where the Services are accessed or used.
1.3. “Applicable Privacy Law” means any law, statute, regulation, ordinance, rule, code, or other requirement of any governmental authority related to data protection, privacy, patient medical records, spamming, and consumer protection (including, but not limited to, HIPAA) in any jurisdiction where the Services are accessed or used.
1.4. “BAA” means the business associate agreement referenced in the Order Form or otherwise agreed to in writing by the parties, as required under HIPAA.
1.5. “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, whether or not marked or otherwise identified as “confidential” (or words of similar import), including, but not limited to, information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, or pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations. Without limiting the foregoing, the Services, Documentation, and Implementation Deliverables are Prompt’s Confidential Information, and the Institution Data and Institution Property are Institution’s Confidential Information.
1.6. “End Users” means Institution’s students, Providers, and therapy clinics, who are authorized by Institution to access the Services on Institution’s behalf. In no event shall Institution authorize any End User that is a competitor of Prompt to access and/or use the Services.
1.7. “HIPAA” means the Health Insurance Portability and Accountability Act, as amended and published at 45 C.F.R. Parts 160 and 164, and as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), and their implementing regulations.
1.8. “Institution Property” means any Institution-specific technology or Institution-specific business processes that are specifically designated as Institution-owned property in a written agreement signed by the parties.
1.9. “PHI” shall have the definition set forth in the BAA.
1.10. “Platform” means Prompt’s proprietary platform made available over the internet through which Institution and its End Users can access and use the Services.
1.11. “Process” means to take any action or perform any operation or set of operations that the Services are now or hereafter capable of taking or performing on any documents, graphics, materials, or other data, information, and other content, including, without limitation, to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise generate, provide, or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.
1.12. “Provider” means any End User who provides clinical services to patients.
1.13. “Service-Specific Terms and Conditions” means those additional terms and conditions governing the use of certain Services.
1.14. “Services” collectively means the Prompt Services, Implementation Services, Beta Services, and any Third-Party Services provided to Institution by Prompt.
1.15. “Territory” means the United States.
2. Services
2.1. Prompt Services. Subject to Institution’s compliance with the terms of the Agreement, including without limitation, any applicable Documentation, Prompt grants to Institution a non-exclusive, non-sublicensable, non-transferable license for Institution and its End Users to access and use, solely in the Territory and exclusively to provide educational experiences to Institution’s students and/or to provide clinical services to patients at no or low cost that does not result in a profit to Institution, the following if included in an Order Form or subsequently activated by Institution through the Platform, each in accordance with the Agreement: (a) Prompt’s electronic medical record software-as-a-service offering (“CORE”); (b) Prompt’s generative or other artificial intelligence (“AI”) features contained in any Prompt Services (“Prompt AI”); and (c) any additional software-as-a-service offering(s) made available by Prompt, including without limitation, any additional Prompt Services Institution licenses from Prompt as of the Go-Live Date (“Additional Prompt Services Enabled at Go-Live”) and/or any other optional Prompt Services Institution licenses from Prompt after the Go-Live Date (collectively (a), (b), and (c) together are deemed to be the “Prompt Services”). For clarity, and notwithstanding the foregoing, the term “Prompt Services” does not include Third-Party Services. Institution will be solely responsible and liable for any breach of the Agreement by End Users or any other third party using the Services through Institution’s account, whether or not such use was authorized by Institution. Prompt shall have the right to disable or terminate access by any End User that Prompt determines in its sole discretion does not meet Prompt’s information security standards and/or comply with all obligations regarding the use of the Services.
2.2. Implementation Services. Prompt will use commercially reasonable efforts to provide Institution during the period from the Effective Date to the Go-Live Date (the “Implementation Period”), the initial training, enrollment support, and other initial onboarding and basic implementation support services explicitly described in the Agreement, as well as access to related Training Materials and other Implementation Deliverables, as applicable (collectively, the “Implementation Services”).
2.2.1. Training Materials. During the Implementation Period, Prompt will provide Institution access to Prompt’s Training Center containing virtual training modules and a checklist of tasks that Institution is required to complete during the Implementation Period. All electronic and hard copy versions of the Training Materials are provided for Institution’s internal training purposes only. Institution may not use the Training Materials to replicate or attempt to perform the training or to develop or attempt to develop any of the products described in such Training Materials. Institution may not record, film, stream, or otherwise capture any performance or aspect of Prompt’s training or other Implementation Services. Training Materials are not subject to any maintenance, support, or updates.
2.2.2. Onsite Training. If the parties agree to onsite training during the Implementation Period, Institution is responsible for providing appropriate training facilities for the training delivery, including without limitation, Internet connectivity, projector equipment, computers, and other reasonable classroom amenities, which shall be suitable for each End User to access the Services. Institution is responsible for all costs and expenses incurred by Prompt for travel, meals, and lodging to provide the onsite training in addition to any applicable Implementation & Training Fees set forth in the Order Form or otherwise agreed to in writing by the parties.
2.2.3. Training Cancellation. Institution may reschedule or cancel any previously scheduled training registration without penalty up to ten (10) business days prior to the scheduled start date of such training. Prompt will charge Institution the full course price for any training registrations that are cancelled or rescheduled within ten (10) business days of the scheduled start date. Notwithstanding the foregoing, Institution shall remain liable for reimbursement of all costs and expenses incurred by Prompt prior to cancellation which cannot be recouped by Prompt.
2.3. Beta Services. Prompt may provide Institution with the option to participate in early access programs with Prompt whereby Institution may be permitted to use alpha, beta, or pre-release services, products, features, and documentation (“Beta Services”). Beta Services will be identified in the Platform or otherwise communicated to Institution. Notwithstanding anything to the contrary contained in the Agreement, Beta Services are not generally available and may contain bugs, errors, or defects. Prompt reserves the right to change features of Beta Services from time to time, including without limitation, moving features from Beta Services to other Services. Prompt may discontinue Beta Services at any time in its sole discretion and may never make them generally available. Prompt will use reasonable efforts to notify Institution (whether through the Platform or otherwise) if a service, product, feature, or documentation that was previously identified as a Beta Service is no longer deemed to be a Beta Service.
2.4. Third-Party Services. Prompt may provide Institution access to certain third-party products and services provided with or incorporated into the Services, whether enabled as of or after the Go-Live Date (“Third-Party Services”). Third-Party Services may be subject to additional terms and conditions of Prompt and/or the applicable Third-Party Service provider. If Institution does not agree to abide by the applicable terms for any such Third-Party Services, then Institution is prohibited from installing, accessing, or using such Third-Party Services.
2.5. Documentation. Prompt grants to Institution a non-exclusive, non-sublicensable, non-transferable license for its End Users to use: (a) Prompt’s then-current documentation made available by Prompt to Institution regarding the Services, and (b) any training and other implementation documents or other materials provided as part of the Implementation Deliverables (“Training Materials”), if any, provided to Institution in connection with the Services (in each case of (a) and (b), whether in electronic or hard copy form, collectively, “Documentation”), during the Term, solely for Institution’s and its End Users’ internal use in connection with its and their use of the Services.
2.6. Non-Exclusive Provider. Provided that Prompt does not use any Institution Property except as permitted herein or as otherwise authorized by Institution, nothing in the Agreement shall be construed as precluding or limiting in any way the right of Prompt to provide consulting, development, software-as-a-service offerings, or any other services or deliverables of any kind to any other individual or entity (including, without limitation, providing other services or deliverables that are the same as or similar to any Services and/or deliverables hereunder).
2.7. Discontinuation of Services. Prompt does not guarantee that any Services will remain available to Institution for use or renewal, and any Services may be discontinued at Prompt’s sole discretion. Prompt will provide Institution thirty (30) days’ advance written notice of any discontinuation of Services.
2.8. Additional Limitations. Institution acknowledges and agrees that: (a) certain outputs generated by the Services are not generated by a human (including, without limitation, as further described in Section 6 (Data Rights)), and it is Institution’s obligation to have qualified personnel of Institution review for accuracy all data, information, and other content provided on or through the Services; (b) the Services are intended for use by physical therapists, occupational therapists, speech language pathologists, chiropractors, massage therapists, physical trainers, and assistants of the foregoing providers (collectively “intended providers”); (c) the Services are not designed for documenting and billing encounters by physicians, advanced practice providers, audiologists, or any other healthcare professionals other than the intended providers; and (d) the Services do not constitute “certified EHR technology,” as that term is defined at 42 USC Section 300jj.
2.9. Activation by Institution. Prompt may allow Institution to activate, increase usage of, and/or potentially terminate, certain Services through the Platform. Any Services activated, or any increased usage of any Services, by Institution, through the Platform or as otherwise agreed to in writing by the parties, will be subject to the terms of the Agreement and will continue for the Term set forth in the Order Form unless otherwise agreed to in writing by the parties or earlier terminated in accordance with the Agreement.
3. Institution Obligations/Restrictions/Limitations.
3.1. Institution and its End Users may not use the Services, Documentation, or Implementation Deliverables for any purposes beyond the scope of the access granted in the Agreement.
3.2. Institution’s use of the Services, Documentation, and Implementation Deliverables is subject to the terms of the Agreement, along with all applicable Documentation, including, without limitation, with requirements governing Institution’s use of the Platform as set forth in the Documentation.
3.3. Prompt will be Institution’s exclusive provider of the Services during the Term.
3.4. Prior to the applicable Go-Live Date, Institution will fulfill all obligations communicated in writing by Prompt, which includes, without limitation, requiring all Institution staff to complete all Prompt University training.
3.5. Institution shall not at any time, directly or indirectly, and shall not permit any End User or other third party to: (a) permit any third party other than an End User to access or use the Services, Documentation, or Implementation Deliverables; (b) access or use the Services, Documentation, or Implementation Deliverables by any means (including, without limitation, by use of robots or other automated means) other than solely via the means provided by Prompt, unless and solely to the extent expressly approved by Prompt in writing; (c) decompile, disassemble, reverse engineer, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, Documentation, or Implementation Deliverables in whole or in part; (d) copy, modify, or create derivative works of the Services, Documentation or Implementation Deliverables, in whole or in part; (e) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, Documentation, or Implementation Deliverables except as expressly permitted in the Agreement; (f) use any Services, Documentation, or Implementation Deliverables or allow the transfer, transmission, export, or re-export of any Services, Documentation, or Implementation Deliverables, or any portion thereof, in violation of Applicable Law; (g) remove any proprietary notices, warning notices, or disclaimers from any part of the Services, Documentation, or Implementation Deliverables, including without limitation, as included on or embedded in any screen displays, or with any other products or materials provided by Prompt hereunder; or (h) use the Services, Documentation, or Implementation Deliverables in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Law.
3.6. Under no circumstances will Prompt be liable or responsible for any use, or any results obtained by the use, of the Services, Documentation, or Implementation Deliverables in conjunction with any products, services, software, or hardware that are not provided by Prompt and all such use will be at Institution’s sole risk and liability.
3.7. To the extent Institution is party to any contracts directly with third-party vendors (whether signed prior to, or after, the Effective Date), it is Institution’s obligation to comply with any applicable terms, including those related to termination, and any resulting fees or penalties.
3.8. End User login credentials are for Institution’s designated End Users only and are assigned on an individual End User basis. Login credentials may not be shared among multiple individuals, and Institution will not, and will not allow any End User to, share login credentials in violation of the Agreement.
3.9. Institution acknowledges that the use of robots or similar automated tools is not permitted under the terms of the Agreement unless expressly approved in advance by Prompt in writing.
4. Information Security. Prompt will maintain and enforce administrative, technical, and physical safeguards to reasonably protect the confidentiality, availability, and integrity of Institution’s Confidential Information and Institution Data consistent with any law applicable to the Services. Institution is solely responsible for maintaining endpoint security software on its systems and hardware, and Prompt will have no liability for failures that result from Institution’s breach of such obligation.
5. Proprietary Rights.
5.1. Generally. Institution acknowledges and agrees that: (a) all Services, Documentation, and Tools (defined herein), are protected by the intellectual property rights of Prompt and its vendors and licensors; and (b) Prompt owns all right, title, and interest in and to: (i) the Services, Documentation, and Tools; (ii) all deliverables, work product, and results provided in connection with the Services (including without limitation, all Documentation and other documents, materials, work product, and deliverables created or provided by or on behalf of Prompt in connection with Implementation Services, but excluding any Institution Property (collectively, “Implementation Deliverables”)); and (iii) any improvements, enhancements, or modifications made to the Services, Documentation, and Tools, whether in connection with or independently of the Agreement; in each case of the foregoing ((i), (ii), and (iii)), together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and “know-how” embodying the Services or any other of the foregoing. With respect to Third-Party Services and third-party software incorporated in the Services, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to such Third-Party Services and third-party software.
5.2. Tools. Notwithstanding any other provision of the Agreement, nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, materials, know-how, techniques, and expertise (“Tools”) used by Prompt to develop or provide the Services or Implementation Deliverables under the Agreement, and to the extent such Tools are delivered with or as part of such Services or Implementation Deliverables, they are licensed, not sold or assigned, to Institution, on the same terms and subject to the same conditions as the Implementation Deliverables under the Agreement. All Tools are proprietary to Prompt or its licensors and are Prompt’s Confidential Information.
5.3. Institution Property. Institution shall retain ownership of all rights, title, and interest in and to any Institution Property. Institution hereby grants and agrees to grant Prompt the right to use Institution Property solely for the purpose of providing the Implementation Services or other Services to Institution under the Agreement.
6.1. Institution Data. Institution hereby irrevocably grants all rights and permissions in or relating to the documents, information, graphics, data, materials, and other content, in any form or medium, that Institution or End Users input into the Services or that are collected, downloaded, or otherwise received, directly or indirectly, from Institution or an End User by or through the Services or that are derived from the Processing of such documents, information, graphics, data, materials, and other content by or through the Services (collectively, “Institution Data”), as are necessary or useful to Prompt to enforce the Agreement and exercise Prompt’s rights and perform Prompt’s obligations hereunder (including, but not limited to, Processing Institution Data to provide the Services, and developing, modifying, improving, supporting, customizing, and operating the Services and any associated software, products, and technology), and otherwise as required or authorized by Applicable Privacy Law. Institution will be responsible for obtaining all rights, permissions, and authorizations to provide Institution Data to Prompt for use as contemplated under the Agreement. Except for the rights and licenses expressly granted under the Agreement, Institution shall retain ownership of all rights, title, and interest in and to any Institution Data, and nothing contained in the Agreement will be construed as granting Prompt any right, title, or interest in the Institution Data.
6.2. Product Development Data; Aggregated Data. Without limiting the generality of the foregoing, Prompt may derive information, data, and content from Prompt’s Processing (including, but not limited to, as such information, data, and content may be Processed by or through the Services) of such Institution Data for general product research and development purposes, including, but not limited to, creating new products, services, or components not specific to a given Service or to Institution (such purposes, “Product Development”, and the information, data, and content derived therefrom, “Product Development Data”). Institution acknowledges and agrees that Prompt shall retain ownership of all rights, title, and interest in and to any: (a) statistical and other aggregated data derived from Institution’s use of the Services (the “Aggregated Data”); and (b) Product Development Data, excluding any information identifying Institution or any End User or other identifiable individual or PHI, or which otherwise reveal Institution Confidential Information except as otherwise expressly permitted under the Agreement or in accordance with Applicable Privacy Law, provided, that all Product Development Data and Aggregated Data shall be de-identified and aggregated in accordance with Applicable Privacy Law. For clarity, Institution Data does not include Aggregated Data or Product Development Data.
6.3. AI Content. Institution agrees that Prompt may, and instructs Prompt to, Process Institution Data and other inputs provided by Institution and End Users for Processing by Prompt AI (collectively, “Input”) and generate output based on the Input (“Output”) in connection with Prompt AI (any such Input and/or Output, collectively, “AI Content”) and associated Services, to perform the Services for the benefit of Institution, to maintain and provide Prompt AI, to train the machine learning models used to provide Prompt AI, and to develop and improve Prompt technologies. Institution will ensure that all use of Prompt AI and AI Content will not: (a) violate the terms of the Agreement or Applicable Privacy Law; or (b) infringe, violate, or misappropriate any of Prompt’s rights or the rights of any third party. Institution acknowledges that due to the nature of AI and machine learning and the technology powering Prompt AI features, Output may not be unique to Institution, and Prompt AI may generate for Prompt or a third party output that is the same as or similar to Output.
6.4. Other Uses of AI Content; Restrictions. Institution and its End Users will not, and will not allow any third parties to, use any Output or any other content, data, or other information received or derived from Prompt AI to: (a) directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or artificial intelligence systems; (b) develop foundation models or other large scale models that compete with Prompt or Prompt AI or other features of the Services; (c) mislead any person that Output from Prompt AI was solely human generated; or (d) violate Applicable Law or any Documentation, Services usage guidelines, or other parameters or instructions of Prompt.
6.5. Prompt-Generated AI Content. The parties expressly acknowledge and agree that any and all: (a) audio and video recordings generated through the use of Prompt AI (“AI Recordings”); (b) transcriptions or summaries based upon any AI Recordings; and (c) analyses or suggestions generated, derived, or adapted from the AI Recordings (collectively (a), (b), and (c), the “Prompt-Generated AI Content”) shall not be deemed, treated, or classified as part of any patient’s medical record under any Applicable Privacy Law, nor shall Institution have any right to receive copies of any Prompt-Generated AI Content.
7. Feedback. Institution acknowledges and agrees that Prompt shall own all right, title, and interest in and to any suggestions, comments or other feedback (collectively, “Feedback”) provided by Institution or any End User to Prompt with respect to its Services and other products and services. Institution agrees that providing any Feedback is voluntary and not a requirement pursuant to the Agreement.
8.1. Fees. Except as set forth herein or as otherwise agreed in writing by the Parties, Prompt will provide the Services enumerated in this Agreement to Institution and its End Users at no cost. Prompt may charge Institution a fee for any services requested by Institution in addition to the Services. Prompt shall not perform any fee-incurring services without prior, written approval by Institution. Except as expressly set forth in the Agreement, all fees are non-refundable.
8.2. Excessive Use. If Prompt discovers that Institution’s use of the Services exceeds Institution’s permitted use of the Services in accordance with the Agreement (including, without limitation, by utilizing the Services for purposes other than as set forth in the Agreement), then Institution will be responsible to pay for such Services at Prompt’s then-current list price. All additional fees incurred for such excess use will be immediately due and payable by Institution to Prompt. If Institution is over ninety (90) days late on any payment owed under the Agreement, Prompt may terminate the Agreement immediately without penalty.
8.3. Taxes. In addition to any other payments due under the Agreement, Institution agrees to pay, indemnify, and hold Prompt harmless from any sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the performance of the Services under the Agreement; excluding, however, income taxes on profits which may be levied against Prompt.
9. Warranties
9.1. Institution Warranty. Institution represents and warrants that: (a) it has full power, capacity, and authority to enter into the Agreement and to grant the rights and licenses set forth in Section 6 (Data Rights); (b) any Institution Data provided by Institution to Prompt for use in connection with the Services does not and will not infringe the intellectual property, publicity, or privacy rights of any person and is not defamatory, obscene, or in violation of any Applicable Privacy Law; (c) it will ensure the accuracy of any Institution Data used or generated in connection with the Services, (d) its use of the Services will be in compliance with the Agreement and all Applicable Law; (e) Institution’s End Users have all authorizations, consents, permissions, and rights necessary to access, use, and submit PHI through the Services; and (f) that the Agreement does not conflict with any laws, regulations, or other obligations or commitments applicable to Institution.
9.2. Prompt Warranty. Prompt warrants during the applicable Term that: (a) the Prompt Services (excluding Prompt AI, Beta Services, and any Prompt Services provided during a Trial Period) will substantially comply with the Documentation; (b) it will use commercially reasonable efforts to screen the Prompt Services (excluding Prompt AI, Beta Services, or any Prompt Services provided during a Trial Period) for viruses, Trojan horses, worms, and other similar intentionally harmful or destructive code; and (c) it will comply with Applicable Law in the performance of its obligations under the Agreement. In the event of a breach of the warranty in clause (a) of this Section 9.2 (Prompt Warranty), Institution’s sole and exclusive remedy will be for Prompt to use reasonable efforts to reperform the non-conforming Prompt Service.
9.3. Disclaimer of Warranties.
9.3.1. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICES ARE 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 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.
9.3.2. THE SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. INSTITUTION ACKNOWLEDGES AND AGREES THAT PROMPT AND ITS AFFILIATES, VENDORS, AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT, WITHOUT LIMITATION, (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE, OR (B) UNAUTHORIZED USERS (E.G., HACKERS), MAY ATTEMPT TO OBTAIN ACCESS TO AND/OR DAMAGE INSTITUTION’S DATA, WEBSITES, COMPUTERS, OR NETWORKS. PROMPT WILL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES.
9.3.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, THE SERVICES ARE NOT INTENDED TO SUBSTITUTE FOR THE FUNCTION OR SERVICES OF PROPERLY TRAINED AND LICENSED INDIVIDUALS, INCLUDING WITHOUT LIMITATION THERAPISTS OR OTHER CLINICIANS. PROMPT IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS, OR ANY OTHER INFORMATION OR SERVICES THAT ANY PATIENT OR OTHER INDIVIDUAL MAY OBTAIN OR RECEIVE; BILLING, CODING, OR CLAIMS ACTIVITIES CONDUCTED BY INSTITUTION; OR FOR THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY DATA, INFORMATION, OUTPUT, OR OTHER CONTENT USED OR RECEIVED IN CONNECTION WITH THE SERVICES. THE SERVICES ARE NOT INTENDED TO BE MEDICAL ADVICE, ARE NOT INTENDED TO BE USED IN A MANNER THAT CONSTITUTES A MEDICAL DEVICE, DO NOT CONSTITUTE CLINICAL DECISION SUPPORT SOFTWARE, AND HAVE NOT BEEN REVIEWED OR APPROVED BY THE FOOD & DRUG ADMINISTRATION OR ANY OTHER GOVERNMENTAL AUTHORITY FOR SUCH USES.
9.3.4. PROMPT DOES NOT CONTROL OR DIRECT THE ACTIONS OF INSTITUTION, AND INSTITUTION REMAINS SOLELY RESPONSIBLE FOR ALL DECISIONS, ACTIONS, OR OMISSIONS IT UNDERTAKES IN RELIANCE UPON OR IN CONNECTION WITH THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, PROMPT DISCLAIMS ANY AND ALL LIABILITY, RESPONSIBILITY, OR OBLIGATION FOR ANY LOSS, DAMAGE, CLAIM, COST, OR EXPENSE OF ANY KIND ARISING OUT OF OR RELATED TO INSTITUTION’S USE OF, RELIANCE UPON, OR ACTIONS TAKEN BASED ON ITS RECEIPT OF, THE SERVICES. INSTITUTION ACKNOWLEDGES AND AGREES THAT IT ASSUMES FULL RESPONSIBILITY FOR ALL OUTCOMES RESULTING FROM ITS USE OF THE SERVICES.
9.3.5. PROMPT MAKES NO COMMITMENTS OF ANY KIND WITH RESPECT TO BETA SERVICES OR PROMPT AI, INCLUDING WITHOUT LIMITATION, ANY COMMITMENTS TO PATCH, UPDATE, UPGRADE, SUPPORT, OR CONTINUE TO MAKE AVAILABLE BETA SERVICES OR PROMPT AI. BETA SERVICES AND PROMPT AI ARE SUBJECT TO CHANGE WITHOUT NOTICE AND MAY DIFFER SUBSTANTIALLY UPON FURTHER RELEASE. BETA SERVICES AND PROMPT AI MAY CONTAIN CODE THAT IS IN “BETA” OR STILL IN DEVELOPMENT, OR THAT MAY NOT HAVE BEEN FULLY TESTED, MAY LACK STANDARD SECURITY FEATURES, AND MAY INCLUDE DEFECTS, BUGS, ERRORS, AND OTHER FAULTS THAT MAY RESULT IN TOTAL DATA LOSS OR SYSTEM FAILURE.
10. Indemnification. Institution will defend, indemnify, and hold harmless Prompt and its Affiliates, and its and their respective principals, owners, officers, directors, managers, employees, and agents, from and against any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) incurred by Prompt or its Affiliates as a result of any claim by a third party arising out of or related to: (a) the conduct of Institution’s business or operations; (b) Institution’s or any End User’s use of the Services or any breach of the Agreement; (c) use or combination of the Services with any hardware, software, products, data, or other materials not provided by Prompt; (d) modification or alteration of the Services by Institution, its End Users, and/or its Affiliates; (e) use of the Services in excess of the rights granted in the Agreement; (f) any specifications or other information, or intellectual property, provided by Institution, including, but not limited to, Institution Data; (g) Institution’s creation of custom exercises, templates, or other unique items within the Services; (h) Institution’s failure to comply with any Applicable Law; or (i) Institution’s gross negligence, fraud, or intentional misconduct.
11. HIPAA Compliance. Each party will comply with the terms set forth in the BAA, which is incorporated into the Agreement by this reference and made a part hereof. If there is any conflict between the terms and conditions of the BAA and the Agreement, the BAA will govern solely to the extent regarding PHI Processed by the Services under the Agreement.
12.1. Confidential Information. In connection with the Agreement, each party (as the “Disclosing Party”) may disclose or make available certain Confidential Information to the other party (as the “Receiving Party”). The Receiving Party agrees to: (a) hold Confidential Information in strict confidence and use it solely for the purposes of the Agreement; (b) use at least the same degree of care, but no less than reasonable care, as it employs with respect to its own confidential information of a like importance; (c) only disclose Confidential Information to its Representatives who have a need to know such Confidential Information and who are bound by confidentiality obligations no less stringent than set forth in the Agreement; and (d) to notify the Disclosing Party immediately of any unauthorized disclosure or use, and cooperate with the Disclosing Party to protect, all proprietary rights in and ownership of its Confidential Information. Institution will be responsible for its Representatives’ compliance with the terms of this Section 12 (Confidentiality).
12.2. Exclusions. Confidential Information will not include any information that (a) was or becomes generally known by the public other than by the Receiving Party’s or any of its Affiliate’s respective employees’, independent contractors’, subcontractors’, agents’, or representatives’ (collectively, “Representatives”) noncompliance with the Agreement; (b) was rightfully known to the Receiving Party prior to being disclosed by the Disclosing Party as evidenced by written records kept in the ordinary course of business; (c) has been or is hereafter rightfully received by the Receiving Party from a third party without restriction and without breach of a duty of confidentiality to the Disclosing Party; (d) has been independently developed by the Receiving Party without access to Confidential Information of the Disclosing Party, or (e) constitutes PHI.
12.3. Compelled Disclosures. To the extent required by Applicable Law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Confidential Information in accordance with such law or order or requirement, provided, that prior to disclosing Confidential Information, to the extent permitted by law, the Receiving Party will so notify the Disclosing Party in writing prior to the required disclosure. The Receiving Party will use reasonable efforts not to release Confidential Information pending the outcome of any measures taken by the Disclosing Party to contest, oppose, or seek to limit any disclosure by the Receiving Party, and will cooperate with and assist the Disclosing Party, at the Disclosing Party’s expense, regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information so disclosed.
12.4. Return of Confidential Information. On termination or expiration of the Agreement, Receiving Party will return or destroy, at the Disclosing Party’s option, the Disclosing Party’s Confidential Information. For clarity, Prompt’s obligations to return Institution’s Confidential Information are set forth in Section 14.4 below. Notwithstanding the foregoing, the Receiving Party may retain copies of the Disclosing Party’s Confidential Information as required by Applicable Law or in its backup media and servers where deletion would be commercially impracticable.
12.5. Non-Exclusive Equitable Remedy. Each party acknowledges and agrees that any breach of Section 12 (Confidentiality) may result in irreparable harm to the Disclosing Party for which there may be no adequate remedy at law, and therefore, each party will be entitled to seek appropriate equitable and injunctive relief from a court of competent jurisdiction without the necessity of proving actual loss, in addition to whatever remedies either of them might have at law or equity. Any breach of this Section 12 (Confidentiality) will constitute a material breach of the Agreement and be grounds for immediate termination of the Agreement in the exclusive discretion of the non-breaching party.
13. Limitation of Liability and Damages.
13.1. IN ADDITION TO ANY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN ANY SERVICE-SPECIFIC TERMS AND CONDITIONS, NEITHER PROMPT NOR ITS AFFILIATES, VENDORS, AND LICENSORS WILL HAVE ANY LIABILITY TO INSTITUTION OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, TRADING LOSSES, BUSINESS, DATA, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, EXEMPLARY AND PUNITIVE DAMAGES) OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, USE OF (OR INABILITY TO USE) THE SERVICES OR THE EQUIPMENT, OR THE PERFORMANCE OF SERVICES.
13.2. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, AND IN ADDITION TO ANY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN ANY SERVICE-SPECIFIC TERMS AND CONDITIONS, THE TOTAL AGGREGATE LIABILITY OF PROMPT AND ITS AFFILIATES, VENDORS, AND LICENSORS TO INSTITUTION OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE) WILL NOT EXCEED: (A) WITH RESPECT TO THIRD-PARTY SERVICES, THE GREATER OF THE TOTAL FEES ACTUALLY PAID HEREUNDER BY INSTITUTION FOR THE APPLICABLE THIRD-PARTY SERVICE THAT IS THE SUBJECT OF THE CLAIM DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE CLAIM (OR FIRST CLAIM IN A SERIES OF CLAIMS) GIVING RISE TO THE LIABILITY OR ONE HUNDRED DOLLARS ($100); OR (B) WITH RESPECT TO ALL OTHER CLAIMS OR DAMAGES, THE GREATER OF THE TOTAL FEES ACTUALLY PAID BY INSTITUTION FOR THE APPLICABLE SERVICE THAT IS THE SUBJECT OF THE CLAIM DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM (OR FIRST CLAIM IN A SERIES OF CLAIMS) GIVING RISE TO LIABILITY OR ONE HUNDRED DOLLARS ($100). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT (I.E., THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).
13.3. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, TO THE EXTENT PROMPT AND/OR ITS AFFILIATES HAVE LIABILITY TO INSTITUTION UNDER SEPARATE AGREEMENTS THAT ARISES OUT OF THE SAME OR SIMILAR FACTS AND CIRCUMSTANCES, THE TOTAL AGGREGATE LIABILITY OF PROMPT AND ITS AFFILIATES TO INSTITUTION ARISING OUT OF SUCH FACTS AND CIRCUMSTANCES WILL BE AGGREGATED ACROSS ALL APPLICABLE AGREEMENTS AND LIMITED TO THE AMOUNT PERMITTED BY THE AGREEMENT WITH THE LARGEST LIMITATION OF LIABILITY AS CALCULATED UNDER SECTION 13.2.
14.1. Term. The initial term applicable to the Services is set forth in the Order Form or such other written agreement between the parties (“Initial Term”). After the Initial Term, the term related to the applicable Service will automatically renew for successive periods equal to the Initial Term (each a "Renewal Term", and together with the Initial Term, the “Term”)) at the end of each Term thereafter, unless and until either party gives the other party notice of non-renewal at least ninety (90) days in advance of the end of the then-current Term. In the event that Institution’s Go-Live Date for any Service Institution licenses, subscribes to, or otherwise acquires during the Term of the Agreement differs from Institution’s Go-Live Date for CORE (the “Delayed Go-Live Service”), unless otherwise expressly agreed to in writing by the parties, the Initial Term applicable to such Delayed Go-Live Service shall be from the Go-Live Date of such Delayed Go-Live Service through the end of the then-current Term applicable to CORE. For clarity, the Term applicable to any such Delayed Go-Live Service shall be coterminous with the then-current Term applicable to CORE, and the Delayed Go-Live Services shall renew on the same date, and for the same period, as CORE for any Renewal Term.
14.2. Termination.
14.2.1. Termination for Breach. The Agreement will terminate: (a) on the ninetieth (90th) day after either party gives the other written notice of a breach by the other of any material term or condition of the Agreement, unless the breach is cured before that day; or (b) upon written notice by either party, immediately, if: (i) a receiver is appointed for the other party or its property; (ii) the other party becomes insolvent or unable to pay its debts as they mature in the ordinary course of business or makes a general assignment for the benefit of its creditors; or (iii) any proceedings (whether voluntary or involuntary) are commenced against the other party under any bankruptcy or similar law and such proceedings are not vacated or set aside within sixty (60) days from the date of commencement thereof.
14.2.2. Termination by Institution. Institution may terminate the Agreement at any time by providing no less than ninety (90) days’ notice to Prompt. To the extent Institution terminates the Agreement pursuant to this Section 14.2.2, Institution agrees that it will not use an electronic medical record solution provided by a competitor of Prompt in the orthopedic outpatient space for a period of one (1) year from the effective date of termination of the Agreement.
14.2.3. Termination by Prompt. Prompt may (in its sole discretion) terminate the Agreement immediately following the occurrence of any of following events: (a) if an invoice remains unpaid for forty-five (45) or more days from the invoice date; (b) Institution fails to continue to use the Services for a continuous period of thirty (30) days or more; (c) Institution permits access to the Services, or grants or attempts to grant any other rights or licenses regarding the Services, to any unauthorized person, or permits unauthorized access to information provided to Institution, or any End User permits or does any of the foregoing, in each case without the prior written consent of Prompt; or (d) Prompt gives Institution fourteen (14) days written notice that Prompt has determined in its sole discretion that Institution or an End User has acted or failed to act in a manner that, as determined by Prompt in its sole discretion, is disruptive to Prompt’s business, and Institution fails to cure such act or omission (to Prompt’s satisfaction) within such notice period.
14.2.4. Expiration/Termination/Renewal of CORE. If CORE is terminated or the Term applicable to CORE otherwise expires, all other Services will be automatically terminated upon the effective date of termination or expiration of CORE, unless Prompt (in its sole discretion) agrees in writing to allow any Service to continue after such termination or expiration. If Prompt agrees to allow a Service to continue after such time, such Service will continue for the Term applicable to such Service (or for such other timeframe as agreed to in writing by Prompt). If CORE renews, then all other Services will also renew upon the same Term.
14.2.5. Additional Termination of Third-Party Services. Prompt may terminate a Third-Party Service immediately upon notice in accordance with the applicable third-party service provider’s requirements or as a result of expiration or termination of Prompt’s agreement with the applicable third-party service provider.
14.3. Suspension of Services. Notwithstanding any other provision of the Agreement, Prompt may, in its sole discretion, immediately suspend Institution’s access to the Services for any of the following reasons: (a) to prevent damages or risk to, or degradation of, the Services, including, but not limited to, resulting from Institution’s use of robots or similar automated tools or other means (whether or not such tools or means are approved by Prompt); (b) to comply with Applicable Law; (c) to protect Prompt from potential legal liability; (d) if an invoice remains unpaid for more than forty-five (45) or more days from the invoice date; (e) Institution’s access to the Services may pose a security risk or threat to the function of the Services or to the confidentiality of any data associated with the Services; (f) Institution’s excessive use of the Services or use of the Services for purposes for which they are not intended; or (g) if Institution breaches the Agreement. Prompt will use reasonable efforts to provide Institution with notice prior to or promptly following any suspension of the Services. Prompt will promptly restore access to the Services once the event giving rise to suspension has been resolved. This Section will not be construed as imposing any obligation or duty on Prompt to monitor use of the Services. Prompt will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Institution or any End User may incur as a result of a Services suspension in accordance with this Section.
14.4. Effect of Termination. Upon expiration or termination of a particular Service or Services for any reason, Institution’s and all End Users’ access to and use of the terminated Service(s) will cease as of the effective date of expiration or termination. Upon expiration or termination of the entire Agreement for any reason: (w) Institution’s and all End Users’ access to and use of the Services will cease as of the effective date of expiration or termination; (x) Customer will pay to Prompt all undisputed sums due to Prompt for Services through the effective date of such expiration or termination (prorated as appropriate); (y) at Prompt’s standard time and materials rates and provided that Institution has executed Prompt’s then-current data extract agreement, Prompt will reasonably cooperate with Institution in transitioning any Institution Data stored by Prompt in CORE back to Institution, including PHI in accordance with the BAA. For clarity, Prompt will have no obligation, and no related liability, for maintaining or transitioning back to Institution any information not imported into CORE. Upon completion of such transition, Prompt shall have no further obligation to retain any Institution Data, including PHI.
15.1. Affiliates, Subcontractors, and Vendors. Some or all of the Services, including, but not limited to, support, Third-Party Services, and Implementation Services may be provided by Prompt’s Affiliates, agents, subcontractors, and information system vendors (“Subcontractors”). Prompt shall ensure such Subcontractors comply with all relevant terms of the Agreement that are applicable to them.
15.2. Publicity. Institution consents to Prompt's identification of Institution as a customer in verbal or written correspondence with third parties. Prompt may issue a press release announcing Institution and Prompt's relationship and list Institution publicly on its Web sites, social media, and in other promotional materials only with Institution's prior written consent.
15.3. Force Majeure. Except for the payment of fees by Institution, neither party will be liable for any failure or delay in performance under the Agreement which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities or raw materials, Internet delays and failures, telecommunications failures, unavailability of components, labor difficulties, epidemics, pandemics, quarantines, civil disorders, rebellions or revolutions, war, riot, acts of God, embargoes, export control regulations, laws, judgments, or government actions, orders, or instructions (each, a “force majeure event”). Without limiting the foregoing, Prompt shall not be liable for delays or failures in performance under the Agreement by reason of Institution’s or any third party’s failure to provide the data or information necessary for complete and proper access to, and transmission of, the Services.
15.4. Non-Disparagement; Non-Solicitation. Institution shall not (and shall not cause or encourage any other person or entity to) at any time, directly or indirectly, make, publish, or communicate to any person or entity any statement, comment, or remark, whether written or oral, which in any way disparages, defames, or is negative regarding, or could reasonably be expected to impugn the personal or professional character, reputation, or integrity of, Prompt or its employees, or any of its Affiliates. Prompt’s executives and employees who directly interact with Institution shall not (and shall not cause or encourage any other person or entity to) make, publish, or communicate any defamatory, disparaging, or derogatory statements or remarks concerning Institution. Nothing in this clause shall prohibit either Prompt or Institution from making truthful statements that are required by law, regulation, or legal process. To the extent permissible by Applicable Law, during the Term and for a period of twelve (12) months following termination or expiration of the Agreement, Institution agrees that it will not directly solicit the engagement or employment of any of the employees, contractors, or other personnel of Prompt who have been engaged in the provision of the Services, without written permission of Prompt, provided, that the foregoing will not apply to persons who have independently responded to general solicitations (such as general newspaper advertisements and Internet postings) not targeting such persons.
15.5. Entire Agreement; Amendment. The Agreement sets forth the entire agreement between the parties with regard to the subject matter thereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of the Agreement, except as referenced herein. Prompt reserves the right to modify the Terms and Conditions applicable to Institution and/or any Services. For clarity, the Terms and Conditions include the General Terms and Conditions, the Service-Specific Terms and Conditions, and any other terms and conditions agreed to in writing by the parties (via the Platform or otherwise). Prompt will post any updated Terms and Conditions on the Platform and/or on Prompt’s designated website. Any updated version of the Terms and Conditions shall become effective as of the publication date and will supersede all prior versions of such Terms and Conditions with respect to any access to or use of Services by Institution and its End Users after such posting date. Prompt will provide notice to Institution (via email, the Platform, or otherwise) of any material or substantive updates to the Terms and Conditions. For purposes of this Section, “material or substantive updates” means updates to the Terms and Conditions that significantly affect Institution’s rights or obligations under the Agreement. Non-material updates, such as administrative updates or corrections that do not affect the Institution’s rights or obligations, may be made without notice. If Institution does not agree to such updated Terms and Conditions, Institution must provide notice of such to Prompt within five (5) business days of the publication date and in accordance with Section 15.13. To the extent Institution notifies Prompt of such, Prompt may (at its sole discretion) either terminate Institution’s access to the impacted Services or may agree to apply the previously agreed-upon Terms and Conditions to the impacted Services. If Institution does not notify Prompt of such within the applicable timeframe, Institution agrees to be bound by such updated Terms and Conditions. The Agreement prevails over any terms or conditions in any Institution documentation or communication, including, but not limited to, any purchase order, general terms and conditions, or any other document or communication issued by or on behalf of Institution in connection with any purchase of Services, regardless of whether or when submitted. Prompt’s fulfillment of Institution’s order does not constitute Prompt’s acceptance of any such additional terms and conditions (all of which are hereby rejected) and does not modify or amend the Agreement. In the event of a conflict between these General Terms and Conditions and any Service-Specific Terms and Conditions or Third-Party Service Terms and Conditions, the Service-Specific Terms and Conditions or Third-Party Service Terms and Conditions will control with respect to the applicable Service.
15.6. Governing Law and Venue; Limitation of Actions. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA, without reference to its conflict of laws rules. The Parties agree that all actions or proceedings arising in connection herewith will be tried and litigated exclusively in the state court located in Hudson County, New Jersey, USA or the federal court in the United States District Court for the District of New Jersey, Newark Vicinage (located in Essex County). Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or theory or to object to venue with respect to any proceeding brought in accordance with this Section. Except for actions for nonpayment, breach of Prompt’s proprietary rights, or violations of confidentiality, no action, regardless of form, arising out of the Agreement, may be brought by either party more than one (1) year after the cause of action has arisen. The prevailing party in any action or proceeding will be entitled to recover its reasonable attorneys’ fees and costs.
15.7. No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement.
15.8. Relationship of the Parties. The parties agree that Prompt will perform its duties under the Agreement as an independent contractor. Nothing contained in the Agreement will be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. Personnel employed or retained by Prompt who perform duties related to the Agreement will remain under the supervision, management, and control of Prompt.
15.9. Assignment. Institution may not assign the Agreement without the prior written consent of Prompt.
15.10. Severability. If any of the provisions of the Agreement are found or deemed by a court to be invalid or unenforceable, they will be severable from the remainder of the Agreement and will not cause the invalidity or unenforceability of the remainder of the Agreement.
15.11. Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Further, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement will operate or be construed as a waiver thereof, and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
15.12. Survival. Any provision of the Agreement which, by its nature, would survive termination or expiration of the Agreement will survive any such termination or expiration of the Agreement, including without limitation, the following Sections: 3 (Institution Obligations/Restrictions/Limitations); 5 (Proprietary Rights), 6 (Data Rights), 7 (Feedback), 8 (Fees) (for any unpaid amounts due and payable by Institution), 9.3 (Disclaimer of Warranties), 10 (Indemnification), 12 (Confidentiality), 13 (Limitation of Liability and Damages), 14 (Term; Termination), and 15 (General Provisions).
15.13. Notices. All notices hereunder must be in writing and addressed to Prompt at the address set forth in the Order Form, along with copies to notices@prompthealth.com and legal@prompthealth.com, and to Institution at the address or email address set forth in the Order Form, or in either case to such other address or email address that may be designated by a party from time to time by giving notice to the other party in accordance with this Section. All notices must be delivered: (1) by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage pre-paid); and (2) with a copy to the applicable party’s email address(es). Except as otherwise provided in the Agreement, a notice is effective only: (a) upon receipt by the receiving party; and (b) if the party giving the notice has complied with the requirements of this Section.
15.14. Compliance Verification. Prompt has the right to audit and/or inspect Institution’s records to verify Institution’s compliance with the Agreement during the Term and for a period of one (1) year following termination or expiration of the Agreement.
15.15. Counterparts. The Order Form may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
15.16. Electronic Execution. The Order Form may be accepted in electronic form (e.g., by an electronic signature), which shall have the same legal effect, validity, and enforceability as a manually executed signature to the extent and as provided for in any Applicable Law.