Transaction Service Schedule (9.2019)

Transaction Services Schedule

CONFIDENTIAL

1. Engagement. Subject to the terms of this Transaction Services Schedule, if Customer has purchased the Transaction Services, Company shall provide the Transaction Services set forth in the Order Form, which may include the services described in this Transaction Service Schedule.Applicable Transaction Services shall be subject to the Subscription License. This Service Schedule is subject to the terms and conditions of the Agreement.

2. Webview Subscription Services.

a. Set-Up. Company will provide Web View client software to Customer for installation on a dedicated Web View workstation owned by Customer. Customer will be responsible for setup of the dedicated Web View workstation, connection to the Internet, and installation of the Web View client software.

b. Static IP Address. A unique static IP address is required for communication between the Web View server and Customer’s Web View client. Customer shall obtain a static IP address from its Internet service provider. The static IP address will be used to uniquely identify Customer’s Web View client computer on the Internet.

c. Web View Subscription Service. Company will configure its Web View server to add a specific page for Customer. Company will provide an Internet website address to allow Customer to add a link to the page from Customer’s website. So long as Customer continues to pay monthly charges for this service and is not in breach of an agreement with Company, Company will provide Web View Subscription Service via Company’s Web View server or cause a third party to provide such service.

3. Enterprise E-Prescribing Services.

a. Definitions. For all purposes of this Section, the following terms shall have the following meanings.

1. “ePrescribing Services” shall mean Company’s services which enable Customer to transmit and receive prescription data over the SureScripts electronic prescribing network.
2. “Company Products” as used in this Exhibit shall mean all Company Software furnished to Customer by Company for ePrescribing Services.
3. “Transactions” shall mean data transmissions transmitted or received by Customer over the SureScripts electronic prescribing network using ePrescribing Services.
4. “Company Documentation” as used in this Section shall mean all Documentation pertaining to Company Products and ePrescribing Services supplied by Company.
5. “Specifications” shall mean the specifications relating to the ePrescribing Services.

b. Attorney-in-Fact. Customer hereby appoints Company as its agent for purposes of effecting electronic Transactions.

c. Authorized Transactions. Customer shall guarantee that all Transactions submitted to Company by Customer will be on behalf of licensed Providers who have executed appropriate written authorizations for such submission, and a true copy of such authorization shall be furnished to Company upon request.

d. Prescriptions for Controlled Substances. Customer shall not transmit prescriptions for controlled substances using the ePrescribingServices unless permitted under applicable state or federal laws or regulations.

e. Retention of Records. Customer shall retain records relative to Customer use of ePrescribing Services in accordance with sound business practices. Customer shall grant Company access to such records as are reasonably necessary to examine Customer compliance with Customer obligations and ePrescribing Services provided, pursuant to this Agreement, during normal business hours and upon reasonable advance prior notice.

f. New Sites or New ProvidersCustomer shall obtain authorization from Company for each Provider who will use ePrescribing Services. Additional Providers will be subject to the terms of this Agreement.

g. Disclaimer. Customer acknowledges that: (i) electronic transmission of prescriptions may not be legal in all states; (ii) the electronic transmission of prescriptions may not be legal with respect to all classes of drugs in those states where it is legal; (iii) the content requirements for prescriptions vary from state to state; (iv) COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO SUCH LEGALITY; AND (v) NEITHER THE PROVISION NOR SUPPORT OF THE SOFTWARE OR EPRESCRIBING SERVICES BY COMPANY SHALL BE DEEMED TO BE ADVICE AS TO THE CONFORMITY OF THE SOFTWARE OR EPRESCRIBING SERVICES WITH ANY APPLICABLE STATE, FEDERAL OR LOCAL LAW.

4. Processing Services.

a. Definitions. For all purposes of this Section, the following terms shall have the following meanings.

1. “Customer User” means all authorized users of the Processing Services.
2. “Encounter” means a patient visit to any Facility set forth in the Order Form.
3. “Processing Services” means the Transaction processing services provided by Company or its Third Party Vendor(s) that are identified in an Order Form.
4. “Transaction” means eligibility, payment or claims information received from Customer or its agent that is processed by Company or its Third Party Vendor(s), including, but not limited to, a distinct claim, remit, information request, statement, collection letter, print image or other item.

b. Modifications to Processing Services. Company or its Third Party Vendor(s) may modify or discontinue any Processing Services. Additionally, Customer acknowledges and agrees that future regulations or industry practices may affect performance of the Processing Services and require Company, its Third Party Vendor(s) or Customer to generate additional or different information, to use different Transaction formats, to reprogram software and/or incur delays in processing Transactions. If any changes relate to a particular Transaction recipient and involve an unreasonable cost to either party to accommodate such Transaction recipient, then such party may discontinue Processing Services with respect to such Transaction recipient upon prior written notice to the other party.

c. Pass-through and Access Fees. In addition to the Fees set forth in the Order Form,Customer will reimburse Company for any fees or charges invoiced or paid by Company or its Third Party Vendor(s) to an applicable Transaction recipient or other third-party related to the processing of any Transaction, such as any network surcharges, government imposed access fees, third party access fees, fees resulting from changes in regulation or statute, postage, or other similar fees assessed against Company or its Third Party Vendors and outside of Company’s or its Third Party Vendor’s reasonable control. Upon written request, Company will make available to Customer documentation relating to these pass-through fees and charges in connection with the Processing Services. Customer may elect not to send Transactions to any third party that charges any such access fees.

d. Use of Processing Services. Customer will, as applicable:

1. secure any authorizations necessary to receive the Processing Services;
2. use the Processing Services in accordance with any conditions of use set forth in the Documentation furnished by Company (electronically or otherwise) or as specified from time to time by Company;
3. provide education, training, and first level customer support for the Processing Services to its Facility(ies);
4. provide Company and its Third Party Vendor(s) with all necessary data in the proper format to enable Company and its Third Party Vendor(s) to properly provide the Processing Services;
5. comply with the obligations and requirements imposed by payors, fiscal intermediaries, government entities and other third party information suppliers as a condition of accessing their information, as may be necessary for Company’s or its Third Party Vendor’s performance of the Processing Services;
6. select Customer User(s) who are qualified to operate the Processing Services;
7. complete and return to Company all forms reasonably required by or by payors;
8. provide authorized signatures to Company and to the payors as required by applicable law;
9. request information from Company and its Third Party Vendor(s) only in connection with the Processing Services, and in connection with data that Customer is legally entitled to view and/or modify;
10. submit Transactions in accordance with, and make or request modifications to the Processing Services or Customer data that comply with, all applicable federal and state laws, rules, and regulations;
11. use or access the Processing Services only in a way that does not adversely affect the performance or function of the Processing Services or interfere with the ability of other authorized parties to access the Processing Services.
12. only submit Medicare eligibility transactions for authorized purposes under law, and for no unauthorized purposes;
13. adopt and use appropriate security measures, including unique user IDs and passwords for each individual user of the Customer’s systems, such that every eligibility transaction is clearly associated with the individual Customer employee or employees who created or edited the underlying Customer data record that formed the original basis for the eligibility transaction submitted to Company; and
14. suspend submission of eligibility transactions during the period that Customer User is not in compliance with any of the obligations in this Section, and immediately notify Company thereof.

e. Failure to Comply. Customer acknowledges and agrees that neither Company nor its Third Party Vendor(s) will be liable for any delay in the performance of the Processing Services, where such delay is due to Customer’s action or inaction.

f. Data Records. Customer is solely responsible, at Customer’s expense, for maintaining all source documents for verification of Transaction data, record keeping, security backup of Transaction data, and loss of Transaction data.

g. Re-Submission. Both (a) Transactions rejected by a Transaction recipient for any reason other than inappropriate format, and (b) Transactions rejected by Company or its Third Party Vendor must be corrected and resubmitted by Customer for processing at Customer’s expense.

h. Eligibility. If Customer purchases eligibility verification Processing Services from Company, Customer acknowledges and agrees that: (i) where the recipient of medical services has requested Medicaid payment for those medical services, access to eligibility information will be restricted to the sole purpose of verification of Medicaid eligibility; (ii) verification of eligibility under the system is not a guarantee of payment and the records as to the recipient’s eligibility status will be the final authority; and (iii) Customer will indemnify and hold harmless both Company and any State, and each of their agents and employees, from and against any and all claims brought by any party, including Customer or any recipient, who is aggrieved by the actions of any party hereunder.

i. PROCESSING SERVICES DISCLAIMER. DUE TO THE NATURE OF THE PROCESSING SERVICES, CUSTOMER ACKNOWLEDGES AND AGREES THAT IN NO EVENT WILL COMPANY OR ITS THIRD PARTY VENDOR BE LIABLE FOR (A) ANY LOSS, DAMAGE, COST OR EXPENSE ARISING FROM THE INACCURACY, INVALIDITY, INCOMPLETENESS, ERROR, OMISSION, MISDELIVERY, OR OTHER FAULT OF CUSTOMER, ANY PAYOR, OR ANY THIRD PARTY AND RELATING TO ANY INFORMATION OR TRANSACTION PROVIDED TO OR PROCESSED BY COMPANY OR ITS THIRD PARTY VENDOR, (B) ANY REIMBURSEMENT DECISIONS BY PAYORS WITH RESPECT TO THE PROCESSING SERVICES; OR (C) ANY CLAIM, LOSS CORRECTION, DAMAGE OR EXPENSE CAUSED BY COMPANY’S OR ITS THIRD PARTY VENDOR’S PERFORMANCE OF THE PROCESSING SERVICES OR FAILURE TO PERFORM SUCH PROCESSING SERVICES WHICH IS NOT REPORTED WITHIN 12 MONTHS OF SUCH PERFORMANCE OR FAILURE TO PERFORM.
j.Transaction Standards. The format for Transactions purchased by Customer that are regulated by HIPAA will follow the HIPAA required formats as defined in the Transactions and Codes Sets Final Rule and the associated Implementation Guides from X12N as adopted by the Secretary of Health and Human Services.

5. Direct Messaging Subscription Services.

a. Definitions. For all purposes of this Section, the following terms shall have the following meanings.

1. “Customer User” means all authorized users of the Direct Messaging Services, and includes, with respect to the Direct Messaging Services, all Physician Customer Users, and any non-physician staff member or other individual authorized to use the Direct Messaging Services by Customer or any Physician Customer User or by the health care provider group with whom such Physician Customer User is associated (including groups affiliated with or owned by Customer), and may be, at Customer’s option, employed by Customer (“Employed Customer Users”) or affiliated with Customer (“Affiliated Customer Users”).
2. “Physician Customer User” means a licensed physician who may be, at Customer’s option, a physician employed by Customer (“Employed Physician Customer User”) or a physician affiliated with Customer (“Affiliated Physician Customer User”). Physician Customer Users will be identified in writing by Customer to Company.
3. “Direct Messaging Services” means the Direct Messaging Subscription Services provided by Company or its Third Party Vendor(s) that are identified in an Order Form.

b. Direct Messaging Services Fees/Parameters. Direct Messaging Services may be used by all Customer Users, but only Physician Customer Users will be counted for purposes of establishing Direct Messaging Services fees. The Direct Messaging Services fees are for the Direct Messaging Services only and do not include any Software license fees or rights to use any Company Software other than that which may be provided by Company as part of the Direct Messaging Services.

c. Use. The use of Direct Messaging Services by Customer Users will be subject to Company’s and its Third Party Vendor(s) then current terms of use that are posted on the Direct Messaging Site (“Terms of Use”). The Terms of Use must be accepted by all Affiliated Customer Users at the time they seek access to Direct Messaging Services at the Direct Messaging Site. The Terms of Use will be effective as to Customer, its employees and contractors and all Employed Customer Users upon Customer’s execution of the Order Form. Customer will inform its employees and contractors and all Employed Customer Users that their use of Direct Messaging Services is subject to the Terms of Use, and no further acceptance of the Terms of Use will be required by Company at the time the same seek access to Direct Messaging Services at the Direct Messaging Site. The Terms of Use are incorporated herein by this reference, and may be amended by Company or its Third Party Vendor(s) in their sole discretion from time to time.

d. General Limitation. Customer shall ensure that Customer Users do not, in conjunction with the Direct Messaging Service, use any means, program, or device, or permit any other person to use any means, program or device including, but not limited to, advertising, instant messaging and pop-up ads, to solicit business or to influence or attempt to influence for commercial purposes (through economic incentives or otherwise) any diagnostic or treatment-related decision of a health care provider. The bona fide professional recommendation of a Customer User to another health care professional regarding the treatment or diagnosis of a shared patient is not intended to be prohibited by this provision; however, Company or its Third Party Vendor(s) shall have the sole discretion to determine the bona fide non-commercial and clinical nature of all message sent or received through the Direct Messaging Service.