This Agreement ("Agreement") is made and entered by and between Enhance, a Los Angeles, California limited liability company ("Enhance"), and you and your medical practice, business or similar organization (collectively, the "Practice"). BY CLICKING "I AGREE" OR BY OTHERWISE SIGNING-UP FOR AN ENHANCE ACCOUNT, OR BY ACCESSING OR USING THE SERVICES (AS DEFINED BELOW), THE PRACTICE IS ENTERING INTO THIS ENHANCE SUBSCRIPTION AGREEMENT and agrees to be bound by its terms and conditions.
PLEASE READ THIS AGREEMENT CAREFULLY, AND DO NOT SIGN-UP FOR AN ACCOUNT OR USE THE SERVICES IF THE PRACTICE IS UNWILLING OR UNABLE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. Enhance and the Practice are collectively referred to as the "Parties".
WHEREAS, the Practice is a medical practice licensed to practice medicine; WHEREAS, Enhance has developed and implemented a web-based software application for practice management and electronic health records, which software application is being licensed by Enhance pursuant to and in accordance with the terms and conditions of this Agreement as a service to the Practice (the "Services"); and WHEREAS, the Practice desires to license use of the Services from Enhance, and Enhance desires to license use of the Services to the Practice, pursuant to the terms and conditions of this Agreement (the "Subscription Terms and Conditions"). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
If the Practice has purchased a license to or has otherwise subscribed to the Services as indicated in Enhances applicable records or if the Practice otherwise continues to access or use the Services after the expiration of any applicable trial period, the Practice hereby agrees to the following terms and conditions (which terms and conditions when effective supersede and replace any prior agreements):
License Grant. Enhance hereby grants the Practice, upon the terms and conditions contained herein, a limited, non-transferable, non-sublicensable, non-exclusive license for all licensed professionals associated with the Practice, including, without limitation, all physicians, nurse practitioners, physician assistants and therapists (collectively, "Licensed Users") to use the Services, during the Term (as defined in Section 10 below) in accordance with Enhances then current documentation and only: (i) in the ordinary course of the Practices normal and ordinary internal business, and (ii) in accordance with applicable federal, state, and local laws, rules, and regulations ("Intended Purpose"). The Practice covenants and agrees that the Services shall not be used by any person or entity other than the Licensed Users for the Intended Purpose and shall prevent any subcontractor or agent of the Practice or any other third party from using the Services. The Practice acknowledges that the Services will encompass information about items, devices, products and/or services not owned by Enhance, but instead provided by a third party or third parties, inclusive of, but not limited to, third-party vendors and manufacturers ("Third Party Services").
License Restrictions. In furtherance of Section 1(a) hereof, the Practice shall not, and shall not permit any third party (including, but not limited to, affiliates, employees or agents of any third party) to: (i) duplicate, modify, decompile or reverse engineer any of the Services for any reason; or (ii) resell the Services to any unrelated third party. This is a license, not a sale. The Practice shall not, and shall not allow anyone to: (1) circumvent any security feature of the Services; (2) use the Services to provide services (including processing, commercial timesharing, rental, sharing, application service provider, "service office," or "service bureau" arrangements) to any third party; (3) permit any third party to view, use, access, or copy the Services; or (4) disclose, publish, broadcast, sell, or otherwise redistribute the Services. The Practice shall maintain the confidentiality and security of any password, account, and other identification information provided with respect to the Services and not to provide it to any other person or entity (including, but not limited to affiliates, employees or agents of any third party). The Practice shall be responsible for all use of, and activities that occur under, its password(s), account, and other identification information and for any actions that take place through its access to the Services (whether conducted by the Practice or another). The Practice agrees to use the Services only for the Intended Purpose.
Modification Enhance reserves the right to modify the Services and their respective features and functionality at any time, without notice or warning and without liability. Enhance shall have the right to add, drop, modify, or replace, all or any part of the Third Party Services at any time.
Subscription Charges The Practice agrees to pay Enhance the subscription fees set forth in the then-current Enhance order form or other written agreement executed by the Parties (the "Order Form"). Unless otherwise specified in the Order Form, subscription fees are due and payable in advance on the first day of each Subscription Term (defined below). Enhance reserves the right to change its fees at any time, upon thirty (30) days prior written notice to the Practice.
Payment Method The Practice agrees to provide Enhance with a valid payment method, such as a credit card or bank account information, for automatic billing. The Practice is responsible for any applicable taxes, fees, or surcharges associated with its use of the Services. Enhance may suspend or terminate the Practice's access to the Services if any payment is past due.
Term The term of this Agreement shall commence on the Effective Date (as defined in the first paragraph) and shall continue for the initial term specified in the Order Form (the "Initial Term"). The Agreement shall automatically renew for successive renewal terms of the same duration as the Initial Term (each, a "Renewal Term"), unless either Party provides written notice to the other Party at least thirty (30) days prior to the expiration of the then-current term (the "Subscription Term").
TERMINATION
Practice Data The Practice owns all data input by the Practice or its Licensed Users into the Services (the "Practice Data"). Enhance shall not use or disclose the Practice Data for any purpose other than providing the Services to the Practice. Enhance shall implement and maintain commercially reasonable technical and organizational measures to protect the Practice Data from unauthorized access, disclosure, alteration, or destruction.
Enhance Data Enhance owns all data relating to the Services and the operation of the Services (the "Enhance Data"). The Practice acknowledges that the Enhance Data may include aggregate data about the use of the Services by all Practices. Enhance may use and disclose the Enhance Data for any purpose, provided that Enhance does not disclose any information that can be reasonably used to identify the Practice or any Licensed User.
Each Party agrees to hold in confidence all Confidential Information of the other Party. "Confidential Information" means any information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is designated as confidential or that, by its nature, ought to be treated as confidential. The Receiving Party shall not use or disclose any Confidential Information of the Disclosing Party for any purpose other than as necessary to perform its obligations under this Agreement.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ENHANCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ENHANCE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IN NO EVENT SHALL ENHANCE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ENHANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ENHANCES TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY THE PRACTICE TO ENHANCE HEREUNDER DURING THE THREE (3) MONTHS PRECEDING THE DATE THE CLAIM AROSE.
The Practice agrees to indemnify, defend, and hold harmless Enhance from and against any and all claims, losses, damages, expenses, and liabilities (including attorneys fees) arising out of or relating to the Practices use of the Services, or any breach of this Agreement by the Practice.
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond such Partys reasonable control, including, without limitation, acts of God, acts of war or terrorism, strikes or labor disputes, fires, floods, earthquakes, or governmental regulations.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
This Agreement may be amended only by a written instrument executed by both Parties.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
No waiver by either Party of any breach or default hereunder shall be deemed to be a waiver of any subsequent breach or default.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier, addressed as follows:
If to Enhance:
Enhance LLC
If to the Practice:
[Name of Practice] [Address of Practice]
or to such other address as either Party may have hereafter specified in writing to the other Party.
This Agreement may not be assigned by the Practice without the prior written consent of Enhance.
The headings used in this Agreement are for convenience only and shall not be considered in construing this Agreement.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
10DLC Terms of Service
These terms apply to the use of SMS, MMS, and any other messaging services provided through the platform (EHR Platform name) using a 10DLC (10-Digit Long Code) number. By accessing or using our messaging services, you agree to be bound by these terms and conditions, our general Terms of Service, and Privacy Policy.
By using our services, you agree to receive transactional and/or promotional text messages, as applicable. Consent to receive messages is required for specific communications (such as appointment reminders) and can be withdrawn at any time by following the opt-out process detailed below.
Message and data rates may apply based on your carriers policy. You are responsible for any fees associated with text messaging, including those set by your mobile provider.
The number of messages you receive will vary based on your engagement with our services and specific services requested. You will not receive more than (X) messages per month unless explicitly agreed upon.
You agree not to send any content that:
Messaging services may be delayed or unavailable based on your mobile carrier, network conditions, or external technical issues. We do not guarantee message delivery.