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PROMPT SIDEKICK TERMS AND CONDITIONS

These Prompt Sidekick Terms and Conditions govern Customer’s use of the Sidekick offering provided by Prompt (“Sidekick”) and are incorporated into and made a part of the Agreement if Sidekick is included in the Order Form or otherwise activated through another written agreement by the parties (whether through the Platform or otherwise). All terms and conditions of the Agreement apply except to the extent expressly modified herein.

  1. 1. Implementation.  Promptly after execution of the Order Form or other written agreement between the parties, Prompt will schedule its implementation team to integrate the designated Customer systems with Sidekick. Prompt will notify Customer in writing when the integration has been completed (“Implementation Notice”). 

  2. 2. Term.  If a Sidekick Trial Period is set forth in the Order Form, or otherwise agreed to in writing by the parties, Customer shall receive access to Sidekick on a trial basis for the time period agreed to by the parties beginning on the date that Prompt sends the Implementation Notice to Customer (the “Sidekick Trial Period”), unless the Agreement or Sidekick are earlier terminated. The parties may agree to extend the Sidekick Trial Period by written agreement (with email being sufficient). During the Sidekick Trial Period, Customer shall receive access to Sidekick for the number of End Users set forth in the Order Form or as otherwise agreed to in writing by the parties at no additional charge. If there will not be a Sidekick Trial Period, Customer shall receive access to Sidekick for the time period set forth in the Agreement, or as otherwise agreed to in writing by the parties, beginning on the date that Prompt sends Customer the Implementation Notice, unless the Agreement or Sidekick are earlier terminated.

  3. 3. Termination during Trial Period; Continuation of Access. Customer must provide at least fifteen (15) days’ written notice (email shall suffice) to Prompt prior to the end of the Sidekick Trial Period if Customer wishes to cancel Sidekick at the end of the Sidekick Trial Period. If Customer does not cancel its trial access to Sidekick in accordance with this Section, or if Customer or any End User otherwise utilizes Sidekick in any manner after the expiration of the Sidekick Trial Period (regardless of whether Customer provided notice of cancellation hereunder), Customer’s access to Sidekick shall continue and Customer shall pay Prompt the applicable Sidekick fees set forth in the Order Form or as otherwise agreed to in writing by the parties. 

  4. 4. Termination after Trial Period.  The first sentence of Section 16.2(d) of the General Terms and Conditions does not apply to Sidekick.

  5. 5. Additional Licenses.  Subject to its obligation to pay additional fees, as set forth in the Agreement, Customer may grant additional End Users access to Sidekick through the Platform at any time during the Term.

  6. 6. Fees. Customer will pay all invoiced amounts in full within 30 days following the applicable invoice date.

  7. 7. Acknowledgement.  Sidekick is a tool that is intended to help Customer’s practice run more efficiently by automating certain tasks and assisting with compliance and other decisions. However, Customer acknowledges and agrees that Sidekick is not a compliance decision-making tool, and should not be used without qualified and appropriate review by Customer for compliance with applicable laws and third party payor requirements, including without limitation with regard to coding and billing. 

  8. 8. Remote Access. Unless and until the parties have implemented the requisite automated system interfaces for the exchange of relevant information between Customer’s system(s) and Sidekick (each, a “System Interface”), as agreed by the parties from time to time and at such intervals as the parties agree from time to time (but no less frequently than daily), Customer shall provide Prompt remote access to Customer’s system(s) as reasonably necessary for Prompt to obtain patient appointment information, clinical data, patient records, other Customer Data, and Product Development Data, and to update such system(s) with the results of the documentation Services.