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PROMPT SIDEKICK TERMS AND CONDITIONS

These Prompt Sidekick (formerly Sidekick) Terms and Conditions govern Customer’s use of the Prompt Sidekick offering (“Prompt Sidekick”) and are incorporated into and made a part of the Agreement if Prompt 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 Prompt Sidekick. Prompt will notify Customer in writing when the integration has been completed (“Implementation Notice”). 

  2. 2. Term.  If a Prompt Sidekick Trial Period is set forth in the Order Form, or otherwise agreed to in writing by the parties, Customer shall receive access to Prompt Sidekick on a trial basis beginning on the Prompt Sidekick Trial Period Go-Live Date for the period set forth in the Order Form, or otherwise agreed to in writing by the parties (the “Prompt Sidekick Trial Period”), unless the Agreement or Prompt Sidekick are earlier terminated. The parties may agree to extend the Prompt Sidekick Trial Period by written agreement (with email being sufficient). During the Prompt Sidekick Trial Period, Customer shall receive access to Prompt Sidekick for the number of End Users set forth in the Order Form or as otherwise agreed to in writing by the parties. If there will not be a Prompt Sidekick Trial Period, Customer shall receive access to Prompt Sidekick for the Term set forth in the Agreement, or as otherwise agreed to in writing by the parties, beginning on the Go-Live Date, unless the Agreement or Prompt Sidekick are earlier terminated in accordance with their terms.

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

  4. 4. Additional Licenses.  Subject to its obligation to pay additional fees, Customer may grant additional End Users access to Prompt Sidekick through the Platform at any time during the Term.

  5. 5. Acknowledgement.  Prompt 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 Prompt 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. 

  6. 6. 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 Prompt 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.