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Prompt Health

""PROMPT ENGAGE TERMS AND CONDITIONS

 

These Prompt Engage Terms and Conditions govern Customer’s use of Prompt Engage (formerly PT Wired Services) (collectively, “Prompt Engage”), which includes, the Prompt Engage provider application (“Provider App”), the Prompt Engage patient module and web application (“Patient 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. Patient App and Provider App. As part of Prompt Engage, Company may make available to Customer a Customer-branded Provider App and a Customer-branded Patient App. Company will configure the Provider App and Patient App to reflect the Customer’s logo, brand, selected images, and other Customer-specific configurations as discussed and agreed to with Customer during the onboarding process. Subject to the payment of all applicable fees by Customer, and unless the parties agree otherwise, Company will launch both an iOS and Android version of the Provider App and Patient App in the Apple App Store and Google Play respectively. Customer expressly authorizes Company to take any steps reasonably necessary in order to launch the Provider App and Patient App in the Apple App Store and Google Play on Customer’s behalf. 

  3. 3. Exercise Library. Customer is authorized to use the content from the Exercise Library (“Exercise Library Content”) solely in conjunction with its use of the Provider App and Patient App. Upon Customer’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 Customer). Although Customer has an obligation to keep the Exercise Library Content confidential and use it only in accordance with the Agreement, Customer understands and acknowledges that Company may make the Exercise Library Content (excluding Customer-Uploaded Videos and Images (as defined below)) available to others. Additionally, Customer 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, Customer may not copy, reproduce, or make derivative works of any Exercise Library Content.

  4. 4. Customer-Uploaded Videos and Images. Prompt Engage may, at Company’s sole discretion, include functionality to allow Customer to upload, and/or provide access to certain embedded links to, videos and images created by Customer which are made available to Company to be accessible by Customer as part of Prompt Engage ("Customer-Uploaded Videos and Images"). All Customer-Uploaded Videos and Images shall be considered Customer Data as defined in the General Terms and Conditions. Customer is prohibited from including any sensitive information, including, without limitation, any PHI, in any Customer-Uploaded Videos and Images. Company disclaims, and Customer assumes, all liability for any risk or damages that directly or indirectly arise from Customer-Uploaded Videos and Images. Customer acknowledges that Customer-Uploaded Videos and Images may be available publicly as certain Customer-Uploaded Videos and Images may be pulled from content-sharing platforms (including, without limitation, Vimeo and YouTube). Although Customer-Uploaded Videos and Images fall under the definition of Customer Data, Customer agrees that Company is not liable for any harm or damages in the event that any Customer-Uploaded Videos and Images are accessed by any third party, whether authorized or unauthorized. Without limitation to, and in addition to, Customer’s indemnity obligations pursuant to Section 12 (Indemnification) of the General Terms and Conditions, Customer 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 Customer-Uploaded Videos and Images.  

  5. 5. Customer Systems. Customer shall at all times during the Term: (i) provide Company with reasonable access to Customer’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 Customer 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 CUSTOMER DATA.

  7. 7. Fees and Payment.  

    1. 7.1. App Store Fees. To allow for the development and submission of a white-labeled iOS Apple Store app, in addition to all other fees set forth in the Agreement, Customer agrees to enroll for the Apple Developer Program and pay the associated $99/year membership fee (or such other amount to the extent the membership fee changes). Company will use commercially reasonable efforts to assist Customer in the Apple Developer Program enrollment process.

    2. 7.2. Payment. Customer shall pay all fees within thirty (30) days after the date of the applicable invoice. All fees will be paid by Customer directly to Prompt Therapy Solutions, Inc. unless directed otherwise by Company.