PROMPT COMMUNICATIONS TERMS AND CONDITIONS
These Prompt Communications Terms and Conditions govern Customer’s use of the Prompt Communications offering (“Prompt Communications”) and are incorporated into and made a part of the Agreement if Prompt Communications is included in the Order Form or otherwise agreed to in writing by the parties. All terms and conditions of the Agreement apply except to the extent expressly modified herein.
Term. To the extent Prompt agrees in writing to grant access to Customer to Prompt Communications, Customer shall receive access to Prompt Communications until terminated by either party in accordance with the Agreement.
Fees. Customer shall pay Prompt the fees for Prompt Communications as set forth in the Order Form or as otherwise agreed to in writing between the parties.
Acknowledgements. Prompt Communications is a tool that allows Customers to send and receive SMS messages with its patients and other authorized recipients (“Recipients”) through the Prompt Platform. Portions of Prompt Communications are provided through one or more third-party telecommunications, messaging, or technology service provider(s) engaged by Prompt.
Additional Terms and Conditions; AUP
Customer shall at all times comply with the Acceptable Use Policy (“AUP”) attached hereto as Exhibit 1, and shall cause its users to comply with such AUP. Customer shall indemnify and hold Prompt harmless from and against all claims, expenses, liabilities, losses or other damages (including attorneys’ fees and expenses) arising in favor of any person, firm or corporation relating to violation of the AUP.
Prompt reserves the right, at it’s sole discretion, to monitor Customer’s traffic patterns, and to determine if Prompt Communications is being used in violation of any applicable terms and conditions, including, without limitation, the AUP. Prompt may, in its sole discretion, in addition to any remedy that it may have at law or in equity, immediately terminate Customer’s access to Prompt Communications.
Customer Responsibility for Communications
Customer is solely responsible for determining the individuals with whom Customer communicates through Prompt Communications and for the purpose, timing, frequency, and content of messages initiated by Customer.
Customer represents and warrants that its use of Prompt Communications will comply with all Applicable Law, regulations, professional obligations, and Customer policies governing its communications with Recipients, including applicable privacy, confidentiality, consumer protection, and telecommunications requirements. Customer is responsible for ensuring that its use of Prompt Communications complies with the Telephone Consumer Protection Act, applicable Federal Communications Commission rules and orders, and other federal, state, and local laws governing telephone and text-message communications.
Recipient Consent and Authorization. Customer is responsible for obtaining, documenting, and maintaining all consents, authorizations, permissions, and other approvals required to communicate with each Recipient through Prompt Communications.
Without limiting the foregoing, Customer is responsible for:
obtaining any consent required for text messaging or automated communications;
ensuring that the telephone number used for a Recipient is accurate and has been appropriately provided or authorized for communications with that Recipient;
maintaining sufficient records of any legally required consent;
honoring a Recipient's withdrawal of consent, opt-out request, communication restriction, or other applicable preference; and
promptly updating or ceasing communications to telephone numbers that Customer knows or reasonably should know are incorrect, reassigned, or no longer authorized for use.
Customer will not initiate messages where Customer does not have the legal right to contact the Recipient through the applicable communication channel.
Customer will promptly notify Prompt of any Recipient restrictions or limitations that are necessary for Prompt to provide Prompt Communications in accordance with Customer’s obligations, including, without limitation, any Recipient who has withdrawn or limited consent, opted out of particular communications, or is otherwise subject to restrictions on messaging.
PHI and Message Content
Customer may use Prompt Communications to communicate PHI only as permitted by Applicable Law, the Agreement, and the parties’ BAA.
Customer is responsible for determining whether the content of a particular message is appropriate for transmission by SMS and for limiting the PHI included in a message to the information reasonably appropriate for the intended communication.
Prompt does not approve the content of Customer's messages and is not responsible for reviewing any content nor determining whether a particular Customer communication is appropriate or necessary.
Limitations of SMS Messaging. Customer acknowledges that SMS is a telecommunications channel with inherent limitations and privacy risks that may be outside the control of Prompt, including, without limitation, that:
telephone numbers may be reassigned or incorrectly entered;
wireless carriers and other telecommunications providers may participate in message transmission;
delivery may be delayed, interrupted, blocked, filtered, or unsuccessful; and
delivery or receipt of a message cannot be guaranteed.
No Emergency or Time-Critical Use
Prompt Communications is not intended for emergency communications and must not be used as a substitute for emergency services.
There is no guarantee that messages will be delivered, reviewed, or responded to within any particular period.
Incoming Messages
Customer is responsible for appropriately monitoring and responding to incoming Recipient messages.
Exhibit 1 – Acceptable Use Policy
Prompt Communications may be used only for lawful, proper and appropriate purposes. End Users must use Prompt Communications only in a manner that, in Prompt’s sole discretion, is consistent with the purposes of such Prompt Communications. End Users will not engage in any legal or illegal activity that either: (i) harms Prompt, the network operated by Prompt, the Prompt Communications and/or any End User, or (ii) interferes with the network operated by Prompt and/or the provision or use of Prompt Communications by Prompt or any End User. Prompt Communications may not be used for illegal, improper, and/or inappropriate purposes.
Illegal purposes include, but are not limited to:
using Prompt Communications in connection with the violation of or to violate any Applicable Law; or
engaging in threatening, abusive, harassing, defamatory, libelous, malicious, deceptive or fraudulent behavior.
Improper and/or inappropriate uses include, but are not limited to:
using Prompt Communications in a manner that causes injury to person or property;
using Prompt Communications in any manner that violates industry standards or any third-party policies (including, without limitation, all of the applicable guidelines published by the CTIA (Cellular Telecommunications Industry Association), the Mobile Marketing Association, NENA (National Emergency Number Association), or any other applicable accepted industry associations, carrier guidelines or other similar or analogous industry standards, third party policies or requirements in any jurisdiction);
posting or transmitting any information or software that contains a virus worm, cancelbot or other harmful component; reverse-engineering Prompt Communications or any portion thereof; launching or facilitating, whether intentionally or unintentionally, a denial of service attached on Prompt Communications or engaging in any other conduct that adversely impacts the availability, reliability or stability of Prompt Communications;
without permission from the owner of a system or network, doing any of the following:
(a) accessing the system or network,
(b) monitoring data or traffic,
(c) probing, scanning, and/or testing firewalls,
(d) testing the vulnerability of a system or network or
(e) breaching or bypassing any security or authentication routines of a system or network;
sending unsolicited messages (including, without limitation, commercial advertising and informational announcements) if such unsolicited activities could reasonably be expected to or do in fact provoke complaints;
sending 10DLC traffic which is designated or could reasonably be expected to be designated as spam;
falsifying End User or other identifying information provided to Prompt or to other End Users of the Prompt Communications, including but not limited to through the use of synthetic, cloned, simulated, or AI-generated voice, identity, or persona content;
use of Prompt Communications in violation or any trademark, copyright, or any other intellectual property protection law or provision, or AUP policy of any third party provider; or
repetitive and/or continuous messaging to the same destination or number if such activity could reasonably be expected to or in fact does provoke complaints.
Prompt reserves the right to enforce, waive, or remedy any violation of this Acceptable Use Policy in its sole discretion. In any instance where Prompt permits or waives a violation, Prompt may, in its sole discretion, assess additional charges or surcharges to offset increased costs or network impact associated with such violation.