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PROMPT ENGAGE TERMS AND CONDITIONS

These Prompt Engage Terms and Conditions govern Institution’s use of Prompt Engage (formerly PT Wired Services) (collectively, “Prompt Engage”), which includes, the Prompt Engage mobile application (“Mobile App”), and the Prompt Engage Exercise Library (“Exercise Library”) provided by PT Wired, LLC (“Company”), and which are incorporated into and made a part of the Agreement if Prompt Engage is included in the Order Form or otherwise activated through the Platform. All terms and conditions of the Agreement apply except to the extent expressly modified herein.

  1. 1. Definitions

    1. 1.1. “Engage Tier 1 Provider” means any Provider (who is not a Therapist Assistant) who conducts eighty (80) or more Visits per month.

    2. 1.2. “Engage Tier 2 Provider” means: (a) any Therapist Assistant; or (b) any other Provider who conducts seventy-nine (79) or fewer Visits per month.

  2. 2. Mobile App. As part of Prompt Engage, Company may make available to Institution the “Prompt for Patients” Mobile App. The Mobile App will not be configured or branded specifically for Institution. 

  3. 3. Exercise Library. Institution is authorized to use the content from the Exercise Library (“Exercise Library Content”) solely in conjunction with its use of the Mobile App. Upon Institution’s request, Company may, in its sole discretion, produce additional Exercise Library Content which it deems useful across its customer base. For the avoidance of doubt, Company owns all right, title, and interest in and to Prompt Engage, including without limitation, all Exercise Library Content (including any videos requested by Institution). Although Institution has an obligation to keep the Exercise Library Content confidential and use it only in accordance with the Agreement, Institution understands and acknowledges that Company may make the Exercise Library Content (excluding Institution-Uploaded Videos and Images (as defined below)) available to others. Additionally, Institution acknowledges that certain Exercise Library Content may be publicly available, as certain Exercise Library Content may be pulled from content-sharing platforms (including, without limitation, Vimeo and YouTube). Without limiting Section 3 of the General Terms and Conditions, Institution may not copy, reproduce, or make derivative works of any Exercise Library Content.

  4. 4. Institution-Uploaded Videos and Images. Prompt Engage may, at Company’s sole discretion, include functionality to allow Institution to upload, and/or provide access to certain embedded links to, videos and images created by Institution which are made available to Company to be accessible by Institution as part of Prompt Engage ("Institution-Uploaded Videos and Images"). All Institution-Uploaded Videos and Images shall be considered Institution Data as defined in the General Terms and Conditions. Institution is prohibited from including any sensitive information, including, without limitation, any PHI, in any Institution-Uploaded Videos and Images. Company disclaims, and Institution assumes, all liability for any risk or damages that directly or indirectly arise from Institution-Uploaded Videos and Images. Institution acknowledges that Institution-Uploaded Videos and Images may be available publicly as certain Institution-Uploaded Videos and Images may be pulled from content-sharing platforms (including, without limitation, Vimeo and YouTube). Although Institution-Uploaded Videos and Images fall under the definition of Institution Data, Institution agrees that Company is not liable for any harm or damages in the event that any Institution-Uploaded Videos and Images are accessed by any third party, whether authorized or unauthorized. Without limitation to, and in addition to, Institution’s indemnity obligations pursuant to Section 10 (Indemnification) of the General Terms and Conditions, Institution will indemnify, defend, and hold harmless, Company and its Affiliates from any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Company or its Affiliates as a result of any claim by a third party arising out of or related to any Institution-Uploaded Videos and Images.   

  5. 5. Institution Systems. Institution shall at all times during the Term: (i) provide Company with reasonable access to Institution’s systems as necessary for Company to provide Prompt Engage in accordance with the Agreement; and (ii) provide all cooperation and assistance as Company may reasonably request to enable Company to exercise its rights and perform its obligations under the Agreement.

  6. 6. Data Backup. Prompt Engage does not replace the need for Institution to maintain regular data backups or redundant data archives. COMPANY HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF INSTITUTION DATA.