KNO2 NETWORK SERVICES
TERMS AND CONDITIONS
These Kno2 Network Services Terms and Conditions govern Customer’s use of the Kno2 Network Services and are incorporated into and made a part of the Agreement if Kno2 Network Services are included in the Order Form or if Customer activates the Kno2 Network Services within the Platform. All terms and conditions of the Agreement apply except to the extent expressly modified herein.
“Kno2 Tier 1 Provider” means any Provider who is not a Therapist Assistant who conducts eighty (80) or more Visits per month.
“Kno2 Tier 2 Provider” means (a) any Therapist Assistant who conducts thirty-five (35) or more Visits per month; or (b) any other Provider who conducts between thirty-five (35) and seventy-nine (79) Visits per month.
“Kno2 Tier 3 Provider” means any Provider who conducts thirty-four (34) or fewer Visits per month.
Kno2 Network Services
Prompt provides Customer with the ability to access certain Third-Party Services, from, or through, Kno2 LLC (“Kno2”), along with other Third-Party Services from network services providers made available through Kno2 (collectively Kno2 and those additional third-party providers will be defined as “Suppliers”). In order for Prompt to provide Customer with access to certain Third-Party Services offered by or through Suppliers, which may include access to certain third-party networks and offerings (the “Network Services”), Customer agrees to comply with these Kno2 Network Services Terms and Conditions. To the extent Customer has paid the fees applicable to the Network Services, and Customer is otherwise in compliance with the terms of the Agreement, Customer has the non-exclusive right to access and use the Network Services solely for its internal business purposes. Customer acknowledges that Prompt is solely providing Customer access to the Network Services to make it more convenient and cost effective for Customer to access the Network Services. CUSTOMER ACKNOWLEDGES AND AGREES THAT PROMPT DOES NOT CONTROL THE NETWORK SERVICES, AND OTHER THAN AS RELATED TO THE PROMPT OBLIGATIONS (AS SET FORTH BELOW), PROMPT WILL HAVE NO OBLIGATIONS OR LIABILITY TO CUSTOMER AS RELATED TO THE NETWORK SERVICES.
Suppliers (including Kno2), while not a party to the Agreement, are third-party beneficiaries thereof. Prompt is providing access to Suppliers' Network Services and is passing through terms required by the applicable Supplier for any users. These terms outline the conditions, limitations, and restrictions that Customer must comply with to access and use the Network Services. Except for Suppliers or as otherwise set forth in the Agreement, there are no other third-party beneficiaries to the Agreement.
Customer acknowledges that, depending on the specific Network Services licensed for use by Customer, additional terms and conditions as set forth in Exhibit 1 shall apply. These terms, required by the Suppliers and incorporated herein, are mandatory for accessing and using those Network Services. Additionally, Customer must ensure broadband internet connectivity and provision any necessary permissions for the use of the Network Services.
Prompt Obligations. The Network Services will be provided to Customer directly through Prompt’s integration and direction to the Suppliers. In relation to the Network Services, Prompt’s sole obligation to Customer is to build out and maintain an API/integration in a commercially reasonable manner to allow Customer to access the Network Services through CORE (collectively, the “Prompt Obligations”).
Customer Network Service Activation Identification. To use any of the Network Services, Customer agrees to provide the following information, and agrees that such information is accurate including, but not limited to:
Legal entity name;
dba name (if applicable);
All subscribing or upgrading healthcare organization location names; and
Contact information (street address, phone number, email).
Use Obligations. Customer agrees not to use the Network Services for any purpose that is unlawful or that is prohibited by the Agreement. Without limiting the foregoing, Customer specifically agrees:
To use the Network Services in compliance with all applicable laws and regulations.
Not to share passwords or access to the Network Services account with any other person or entity, including without limitation any competitor of Suppliers, other than other authorized users employed by Customer. Customer is responsible for any misuse of the Network Services under Customer’s account or password.
Not to use the Network Services in any manner which could damage, disable, overburden, or impair the Network Services or interfere with any other party's use and enjoyment of the Network Services.
Not to obtain or attempt to obtain any materials or information on or through the Network Services by circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining.
Not to use any bots, spiders, page-scraping, or other automated or manual processes or methods to copy or monitor the Network Services or any of its contents.
Not to upload to the Network Services any libelous or unlawful content or any materials or instructions that may cause harm or injury, or that violate any person’s right of privacy or any copyright, trademark, or other intellectual property rights.
Not to modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any other way use or exploit any of the content of the Network Services other than for their authorized purposes.
Not to delete or alter any proprietary rights or attribution notices in any content or materials obtained through the Network Services.
It does not acquire any ownership rights in any content posted by Suppliers, nor in the Network Services or any materials obtained therethrough. Suppliers do not grant to Customer any licenses, express or implied, to any material or content accessed through the Network Services except as expressly provided in these Kno2 Network Services Terms and conditions.
That Suppliers retains all respective intellectual property rights relating to the Network Services, including, without limitation, any software or technology licensed in or through the Network Services.
That the Network Services are controlled from locations in the United States of America. No representations are made that the Network Services are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited.
Not to use or export the Network Services or any related materials or content in violation of U.S. export laws and regulations.
That any rights not expressly herein are reserved by Suppliers.
Customer Support. Customer shall direct all support questions, concerns, or issues related to the Network Services or the Prompt Obligations to Prompt. Notwithstanding any provision of the Agreement to the contrary, Section 2.2 (Implementation Services) of the General Terms and Conditions and Section 6 (Support and Maintenance) of the General Terms and Conditions shall not apply to the Network Services. However, Prompt will use commercially reasonable efforts to provide support to Customer and, where applicable, coordinate with the Suppliers, or direct Customer to the specific Supplier, to resolve issues with the Network Services.
Fees. Customer agrees to pay the applicable fees for the Network Services set forth in the Order Form or through the Platform. Prompt will invoice Customer for Network Services promptly after the applicable Network Services are provided.
Proprietary Rights, Data Usage, and Confidentiality.
Suppliers (including its suppliers and partners) each may have different privacy policies applicable to different Network Services. Such privacy policies inform users of its policies and practices related to the collection, storage, processing, destruction, and other use of Customer’s personal data. Certain of the Network Services track metadata and other statistical and usage data related to Customer’s use of the Network Services (“Usage Data”) and provides such data to Suppliers. Suppliers will own and have the right to use Usage Data for any legal purpose. If Customer provides any suggestions, ideas, or feedback to Suppliers (“Feedback”), Suppliers will have a royalty-free, worldwide, irrevocable, perpetual license to use such Feedback and incorporate it into or use it to improve Supplier’s software, products, and services.
Customer also acknowledges and agrees that third parties that provide certain of the Network Services may require compliance with obligations involving confidentiality, liability, and scope of use, as a condition of accessing their information and/or networks. Customer agrees to comply with any such obligations.
Inspection. Prompt and/or Suppliers shall retain the right to confirm that Customer has complied, and is complying, with its obligations under this Kno2 Addendum. Suppliers and Customer will mutually agree upon the best way to provide Suppliers with the information that it needs and will be done in a manner to lessen any impact on Customer’s business operations.
Indemnification. Customer will indemnify, defend and hold harmless Prompt, Suppliers, and its and their respective affiliates, officers, directors, employees, and agents (including any other Carequality or any other implementer and QHIN or any other QHIN participant) from and against any Losses arising out of or relating to: (a) any electronic records Customer creates, transmits, or displays in connection with improper or errant use, or misuse of the Network Services; (b) any unauthorized or errant use of the Cloud Fax Services by Customer; (c) Customer’s violation of or alleged violation of any applicable laws or regulations with respect to the Cloud Fax Services, or any claims that Customer’s use of the Cloud Fax Services infringed or violated the rights of any third party (including those claims relating to the content transmitted through the Cloud Fax Services through Customer’s account or Suppliers’ use of distribution lists on behalf of Customer or any person or entity accessing the Cloud Fax Services through Customer’s account), claims relating to the transmission of unsolicited documents, or the attempted transmission of a document to a residence telephone or for any errors in data or distribution information provided by Customer or any person or entity accessing the Cloud Fax Services through Customer’s account; (d) any breach of these Kno2 Network Services Terms and Conditions; (e) any unlicensed or unlawful use of the Network Services; (f) any unauthorized use, disclosure, reverse engineering, sublicensing of Prompt’s or Suppliers’ intellectual property rights; (g) the negligence, fraud or willful misconduct of Customer, including, without limitation any of Customer’s end users, and (h) any act or omission that, if true, would constitute a breach by Customer or any of Customer’s representations, warranties or covenants set forth in the Carequality Connection Terms or the QHIN Subparticipant Terms of Participation.
Exhibit 1 – Additional Required Terms for Certain Network Services
The following terms will apply if Customer has access to the applicable Network Service that such terms apply to:
Carequality Frameworks Terms.
Customer’s use of, and connection to, the Carequality Interoperability Framework is subject to the Carequality Connected Agreement – Carequality Connection Terms approved, provided by and updated from time to time by Carequality (“CCT”). The CCT is incorporated herein by reference and forms an integral part of these Kno2 Network Services Terms and Conditions. The CCT is accessible at Carequality-Connected-Agreement-Exhibit-1-FINAL-6-2-2022.pdf or such other link as may be provided. By executing the Order Form or agreeing to the terms through the Platform, Customer agrees to be bound by the CCT, as approved, provided, and updated from time to time by Carequality. Customer’s use of, and connection to, the Carequality Interoperability Framework is subject to the CCT. Customer hereby confirms that Customer has reviewed and understands its obligations under the CCT, as updated from time to time. Customer shall only submit queries to or via the Carequality Interoperability Framework for the exchange purposes and permitted uses as approved. As Carequality updates its CCT, Customer will be notified of such and may be provided new CCT terms directly or via a link to the Carequality.org website (or such other site) hosting the new CCT terms. Customer agrees that the act of sending an email with new CCT terms and continued usage of the Carequality Interoperability Framework constitutes Customer’s acceptance of the new CCT, and such new CCT will automatically become part of these Kno2 Network Services Terms and Conditions.
Qualified Health Information Designated Network.
Customer’s use of, and connection to, the Qualified Health Information Designated Network (“QHIN”) is subject to the Subparticipant Terms of Participation (“ToP”) approved and governed by the QHIN’s Designated Network Governance Body, approved by the Recognized Coordinating Entity (“RCE”). The ToP is accessible at https://support.promptemr.com/article/1409-kno2-integration-terms-and-conditions. By executing the Order Form or agreeing to the terms through the Platform, Customer agrees to be bound by the ToP, as approved and governed by the QHIN Designated Network Governance Body and the RCE. Customer’s use of, and connection to, the QHIN is subject to the ToP. Customer hereby confirms that Customer has reviewed and understands its obligations under the ToP, as updated from time to time. Customer shall only use the QHIN in accordance with the ToP and submit queries to or via the QHIN for the exchange purposes and permitted uses as approved. As the QHIN or the RCE provides updated Subparticipant Terms of Participation, Customer will be notified of such and may be provided new ToP terms directly or via a link to the site hosting the new ToP terms (or the link set forth in this section above may be updated to reference the new terms). Customer agrees that its continued use of the QHIN after the ToP has been updated shall constitute Customer’s acceptance of the new ToP, and such new ToP will automatically become part of these Kno2 Network Services Terms and Conditions.
Kno2 Cloud Fax Services.
Services.
If applicable, Customer will be provided access to Kno2’s subscription-based cloud fax services (“Cloud Fax Services”) subject to the terms of these Kno2 Network Services Terms and Conditions.
Cloud Fax Services will begin on the date they are provisioned to Customer (such date being the “Service Commencement Date”). Cloud Fax Services will be provided to Customer in accordance with Customer’s instructions that are properly formatted and transmitted by Customer in accordance with Suppliers’ then current published documentation.
Compliance.
Customer acknowledges that Prompt and Suppliers have no control over the content of information provided by Customer or any of its end users and transmitted through the Cloud Fax Services and that neither Prompt nor Suppliers examines the use to which Customer or any of its users puts the Cloud Fax Services or the nature of the information Customer or any of its end users send or receive. Customer and its end users must not transmit content through use of the Cloud Fax Services that infringes any third party’s Intellectual Property Rights or that is unlawful, threatening, abusive, harassing, libelous, deceptive, fraudulent, invasive of another’s privacy, vulgar, obscene or otherwise contains objectionable material of any kind or nature. Customer is responsible for ensuring and maintaining the confidentiality of, and shall not transfer sell or assign, access numbers, passwords and usernames provided by Suppliers. It is the sole responsibility of Customer to ensure that the Cloud Fax Services are used in accordance with all applicable local, state/provincial, federal and foreign laws and regulations, including the HITECH Act and HIPAA, and including, laws and regulations pertaining to telemarketing, facsimile advertising, commercial e-mail, personal data privacy and export control. Breach of this Section is grounds for immediate suspension of the Cloud Fax Services and termination of the Network Services. Compliance with this Section requires, among other things, that all messages sent utilizing the Cloud Fax Services, in whatever medium, contain the valid name and required contact information for Customer and its End Users, and that Customer and its End Users shall comply promptly with any “do not call” or “do not send” request. Customer further acknowledges, and notwithstanding confidentiality provisions herein, that Prompt and Suppliers may disclose usage information about use of Cloud Fax Services to satisfy any law, regulation, government agency request, court order, search warrant, subpoena or other legal process, including but not limited to Prompt’s or Supplier’s requirement to comply with the laws and statutes of HIPAA and the HITECH Act.
In the event the Cloud Fax Services are used to conduct telemarketing activities or disseminate materials offering the availability of goods or products or services, Customer, specifically warrants: (i) that it will undertake all required actions necessary to comply with applicable federal, state/provincial or foreign “Do Not Call” and telemarketing registration statutes and regulations and (ii) the Cloud Fax Services will not be used in a manner which results in a violation of any applicable laws or regulations with respect to such Cloud Fax Services.
Where Suppliers provides assigned telephone and/or facsimile numbers for processing opt-out requests, such numbers and any associated automated functions are provided merely as an administrative convenience to Customer and that the processing of such opt-out requests is Customer’s responsibility. Supplier disclaims all responsibility for and authority over, the receipt and processing of any opt-out requests.
Disclaimers.
In addition to the disclaimers and limitations of liability set forth in the Agreement (all of which apply to the Cloud Fax Services), the following disclaimers apply to the Cloud Fax Services and Customer’s use thereof.
THE CLOUD FAX SERVICES RELY ON THE INTEROPERABILITY OF THE CLOUD FAX SERVICES WITH THE NETWORKS OF THIRD PARTIES, PUBLIC SWITCHED TELEPHONY NETWORKS, INTERNET ACCESS PROVIDERS, INTERNATIONAL SATELLITE SERVICES AND OTHER COMMUNICATIONS FACILITIES AND CAPABILITIES MAINTAINED BY PERSONS OUTSIDE OF PROMPT’S SUPPLIER’S OR PROMPT’S CONTROL. SUPPLIER AND PROMPT CANNOT GUARANTEE THAT THE CLOUD FAX SERVICES WILL BE AVAILABLE AT ALL TIMES, THAT THE CLOUD FAX SERVICES WILL BE FREE FROM ERRORS, THAT ITS NETWORKS WILL BE COMPLETELY SECURE, OR THAT THE CLOUD FAX SERVICES WILL BE FIT FOR THE PURPOSE INTENDED BY PROMPT THERAPY. SUPPLIER AND PROMPT SHALL HAVE NO OBLIGATION, HOWEVER, IN RESPECT OF ANY INTERRUPTION OR DEFECTS IN THE CLOUD FAX SERVICES (I) CAUSED BY FACTORS OUTSIDE OF PROMPT SUPPLIER’S REASONABLE CONTROL; (II) THAT RESULTED FROM ANY ACTIONS OR INACTIONS OF CUSTOMER OR ITS END USERS OR ANY OTHER THIRD PARTIES; OR (III) THAT RESULTED FROM ANY EQUIPMENT NOT WITHIN THE SOLE CONTROL OF PROMPT SUPPLIERS.
ALL CLOUD FAX SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND PROMPT AND SUPPLIER SHALL NOT HAVE ANY LIABILITY TO ANY PARTY, INCLUDING BUT NOT LIMITED TO CUSTOMER, FOR THE CONTENT OF INFORMATION TRANSMITTED THROUGH THE CLOUD FAX SERVICES. PROMPT AND SUPPLIER DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, RELATING TO THE CLOUD FAX SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT REGARDING THE CLOUD FAX SERVICES. WITHOUT LIMITING THE FOREGOING, SUPPLIER AND PROMPT MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CLOUD FAX SERVICES, AND ANY MATERIAL, AND/OR DATA DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CLOUD FAX SERVICES IS AT CUSTOMER’S AND THE END USER’S OWN DISCRETION AND RISK. SUPPLIER AND PROMPT ALSO DOES NOT MAKE ANY WARRANTY OR GUARANTEE FOR ANY PRODUCTS OR SERVICES PROVIDED BY VENDORS SUGGESTED BY SUPPLIER.
NOTWITHSTANDING ANY HIGHER POTENTIAL LIABILITY AMOUNT WITH RESPECT TO PROMPT OR SUPPLIERS THAT MAY BE SET FORTH IN THE AGREEMENT, AND WITHOUT LIMITATION TO PROMPT’S DISCLAIMERS AND LIMITATIONS ON LIABILITY SET FORTH IN THE GENERAL TERMS AND CONDITIONS, THE KNO2 NETWORK SERVICES TERMS AND CONDITIONS, OR THE BAA, THE TOTAL LIABILITY TO CUSTOMER FOR DAMAGES ARISING OUT OF OR RELATING TO THE CLOUD FAX SERVICES, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO AN AMOUNT EQUIVALENT TO THE CHARGES (CALCULATED ON A PRO-RATED BASIS FOR ADVANCED PAYMENTS OF ALL CHARGES) PAID BY CUSTOMER FOR THE CLOUD FAX SERVICE DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF EVENT, ACT OR OMISSION GIVING RISE TO THE LIABILITY.