Terms of Service

Last updated: April 30, 2020

Thank you for your interest in BizCharger, Inc. (DBA ProSkedge) (“BizCharger,” “ProSkedge,” “we,” “us,” or “our”), our online platform made available through ProSkedge.com (“ProSkedge”), and our related applications, networks, applications, and services (collectively, the “Service”). These Terms of Service (the “Terms”) are an agreement between you and ProSkedge governing your access to and use of the Service. For purposes of these Terms, the terms “Provider,” “you” and “your” refer to the entity, company, or organization entering into these Terms. If any individual is entering into these Terms on behalf of the Provider, such individual hereby represents and warrants that he/she has the authority to bind the Provider to these Terms and agrees to be bound by these Terms on behalf of the Provider.

BY CLICKING “I ACCEPT” OR OTHERWISE ACCESSING OR USING THE SERVICE, PROVIDER ACKNOWLEDGES AND AGREES THAT PROVIDER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS.

PLEASE NOTE THAT PROSKEDGE DOES NOT PROVIDE PROFESSIONAL MEDICAL, DIAGNOSIS OR TREATMENT ADVICE, AND THAT NO INFORMATION, DATA OR FINDINGS INCLUDED IN THE SERVICES SHALL BE CONSIDERED AS SUCH. THERE IS NO EXPRESS OR IMPLIED PHYSICIAN-PATIENT RELATIONSHIP BETWEEN PROVIDER (OR ANY PROVIDER PERSONNEL) AND PROSKEDGE, OR BETWEEN PROVIDER’S PATIENTS AND PROSKEDGE, ITS EMPLOYEES OR CONSULTANTS.

 

Definitions

    1. “Authorized User”means any Provider Personnel authorized by Provider to access or use the Service.
    2. “Scheduler”means ProSkedge’s scheduling services using the ProSkedge solution.
    3. “Provider Personnel”means Provider’s employees (including physicians, nurses, and medical staff), consultants, contractors and agents.

 

Access to the Service

Subject to Provider’s compliance with these Terms, ProSkedge hereby grants Provider and its Authorized Users a limited, non-exclusive, non-transferable right to access and use the Service solely in connection with providing clinical care to Provider’s patients.

 

ProSkedge Accounts

Provider will be able to create user accounts on the Service for its Authorized Users. Provider shall maintain, and shall ensure that its Authorized Users maintain, the confidentiality of all such user accounts. Provider shall provide, or shall ensure that its Authorized Users provide, all information required by ProSkedge in connection with creating a user account. This information may be provided through integration with Azure Active Directory or other directory service. Provider agrees that such information is and will be kept true, correct, current and complete at all times. Provider is responsible for all activities that occur under the user accounts of Authorized Users.

 

Data

Provider agrees that ProSkedge may use any information, materials, or data provided by Provider or Provider Personnel to ProSkedge, including any information or data uploaded by Provider and its Authorized Users on or through the Service in connection with providing the Service or any other services, including any Electronic Health Record system integration services, to Provider, and otherwise in accordance with the ProSkedge Services Privacy Policy, which is hereby incorporated by reference into, and made part of these Terms. Provider represents and warrants that Provider (and Provider Personnel, as applicable) has all necessary rights, licenses, consents, and permissions to provide such Data and to authorize ProSkedge to use and distribute such Data as contemplated by these Terms. Provider shall ensure that all Authorized Users have read and understood the ProSkedge Services Privacy Policy. Provider represents and warrants that the Data shall not (i) infringe, violate, or misappropriate any third party right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause ProSkedge to violate any law or regulation. ProSkedge reserves the right to monitor any use of the Service by Provider and its Authorized Users for operational and other purposes in accordance with the ProSkedge Services Privacy Policy, to aggregate and/or anonymize the Data, and to use aggregated and/or anonymized Data and information related to the use of the Service to enhance the Service or any other product or service, or otherwise in accordance with the ProSkedge Services Privacy Policy.

 

Patient Privacy and Protected Health Information

ProSkedge and Provider (including Provider Personnel) shall follow all state and federal, regional, territorial, national and local privacy laws, regulations and rules by any government, agency or authority that are applicable to the use and disclosure of patient information as between Provider (including Provider Personnel) and ProSkedge, including the Health Insurance Portability and Accountability Act, as amended (including the Health Information Technology Economic and Clinical Health Act, and its implementing regulations) (collectively, “HIPAA”), and, where applicable. Without limiting the foregoing, Provider and ProSkedge may each, as a covered entity and a business associate, respectively, under HIPAA where applicable, use and disclose protected health information and de-identified patient data as allowed or required under law. ProSkedge and Provider acknowledge that disclosures of protected health information from Provider to ProSkedge hereunder are disclosures by a covered entity to a business associate concerning the treatment of individuals, and, accordingly, a business associate agreement is required under HIPAA for these Terms.

 

Intellectual Property, Ownership & Restrictions

These Terms do not, and shall not be deemed to, transfer any intellectual property rights from ProSkedge to Provider or any Provider Personnel. As between Provider and ProSkedge, ProSkedge owns all right, title and interest in and to the Service, all elements thereof, and all content made available thereon. Nothing in these Terms is intended to grant any rights to Provider any intellectual property rights owned or controlled by ProSkedge, and ProSkedge hereby reserves any and all rights (including intellectual property rights) not expressly granted under these Terms.

 

Provider Prohibited Activities

Provider shall not, and shall ensure that Provider Personnel shall not:

  1. Use the Service for any illegal purpose or in violation of any local, state, national, or international law, including without limitation, laws governing protected health information, data protection, and privacy;
  2. Violate, or encourage others to violate, any right of a third party;
  3. Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, forging a signature, misrepresenting the source of Data, or falsifying any personal or patient information;
  4. Allow any Provider Personnel to access the Service other than through that particular personnel’s user account

 

Term and Termination

These Terms will be effective until terminated in accordance with this Section 11. These Terms shall immediately terminate upon termination or expiration of all Separate Agreements (defined below). In addition, Provider and ProSkedge may each terminate these Terms for any reason by providing written notice to the other party; provided, however, that ProSkedge may terminate these Terms immediately without notice if Provider (including any Provider Personnel) violates any provision of these Terms.

 

Effect of Termination

Upon termination or expiration of these Terms: (i) all of ProSkedge’s obligations under these Terms will immediately cease; (ii) Provider and Provider Personnel will no longer be authorized to access or use the Service; and (iii) any Separate Agreements (defined below) then in effect and Sections 4, 7, 11, 12, and 15 will survive.

 

Modification of the Services

ProSkedge reserves the right to modify or discontinue the Service (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to Provider. ProSkedge will have no liability for any change to the Service.

 

Indemnification

Provider will defend and indemnify ProSkedge and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in connection with: (i) ProSkedge’s use, in accordance with these Terms, of any Data; (ii) Provider’s use of, or misuse of the Service; (iii) Provider’s gross negligence, bad faith or willful misconduct; (iv) Provider’s (including any Provider Personnel’s) violation of any portion of these Terms, or any applicable law or regulation; (v) the violation of any third party right (including any intellectual property right) by Provider or any Provider Personnel in connection with the use of the Service; or (vi) any dispute or issue between Provider (including any Provider Personnel) and any third party. ProSkedge reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Provider (without limiting Provider’s indemnification obligations with respect to that matter), and in that case, Provider agrees to cooperate with our defense of those claims.

 

Disclaimers and Limitation of Liability

EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS, NEITHER PROSKEDGE NOR PROVIDER SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OR LIABILITIES OF ANY KIND (INCLUDING LOSS OF REVENUE OR BUSINESS), UNDER ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE SERVICE, THE REPORTS, AND SYMPTOM INFORMATION ARE PROVIDED “AS-IS” AND ON AN “AS AVAILABLE” BASIS. PROSKEDGE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION THEREOF OR ANY INFORMATION OR CONTENT OFFERED THROUGH THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND PROSKEDGE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. YOU AGREE THAT PROSKEDGE IS NOT PROVIDING A DIAGNOSIS. PROSKEDGE FURTHER DISCLAIMS ALL WARRANTIES WHATSOEVER, EXPRESS, STATUTORY, OR IMPLIED, REGARDING THE COMPLETENESS, TIMELINESS, OR USEFULNESS OF ANY CONTENT OR INFORMATION OFFERED THROUGH THE SERVICE INCLUDING ANY SYMPTOM INFORMATION OR REPORTS. PROVIDER AGREES THAT UNDER NO CIRCUMSTANCES WILL ANY DATA PROVIDED BY PROSKEDGE BE DIRECTLY USED AS EITHER A DIAGNOSIS OR MEDICAL ADVICE. PROVIDER ACKNOWLEDGES THAT PROSKEDGE DOES NOT CONTROL AND IS UNDER NO OBLIGATION TO MONITOR OR VERIFY ANY SYMPTOM INFORMATION. PROVIDER AGREES THAT NEITHER PROSKEDGE NOR ANY OTHER PARTY IS OR WILL BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY DECISION MADE OR ANY ACTION TAKEN OR NOT TAKEN DUE TO USE OR RELIANCE ON ANY INFORMATION OBTAINED FROM PROSKEDGE. IN NO EVENT SHALL PROSKEDGE’S AGGREGATE LIABILITY UNDER THESE TERMS EXCEED $100.

 

Miscellaneous

The relationship between ProSkedge and Provider is that of independent contractors. Except for assignment to a successor in interest by way of sale of all or substantially all of a party’s business or assets, merger or otherwise, neither Provider nor ProSkedge may assign these Terms without prior written consent of the other. These Terms will be governed by the laws of the state of Colorado. Provider and ProSkedge each submit to the exclusive jurisdiction and venue of federal and state courts in El Paso County, Colorado. The failure to require performance of any provision of these Terms will not affect ProSkedge’s right to require performance at any other time after that, nor will a waiver by ProSkedge of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

 

Modification of These Terms

ProSkedge reserves the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies Provider’s rights or obligations, Provider may be required to accept the modified Terms in order to continue to access and use the Service. Modifications requiring acceptance are effective upon Provider’s acceptance of the modified Terms. All other modifications are effective upon publication. Except as expressly permitted in this Section 13, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

 

Additional Terms

Access to and use of the Service by Provider and any Authorized Users is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service, and any related agreements between Provider and ProSkedge (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms. In the event of a conflict between any Additional Terms and These Terms, the Additional Terms shall take precedence. If Provider and ProSkedge are parties to any separate agreement governing the provision of services to Provider, including, but not limited to any Direct Bill Terms of Service, Client Bill Terms of Service, or Monitoring Services Agreement (“Separate Agreement”), then in the event of any conflict between the terms of such Separate Agreement and these terms, such Separate Agreement shall govern.

 

Electronic Communications

By using the Service, and subject to any applicable law or regulation relevant to electronic communications, you may receive certain electronic communications from us as further described in the ProSkedge Services Privacy Policy. Please read the ProSkedge Services Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we are permitted to send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

 

Contact Information

ProSkedge, Inc., is located at / . Provider may contact ProSkedge by sending correspondence to that address or by emailing ProSkedge at  Info@ProSkedge.com. A copy of these Terms can be accessed by www.proskedge.com/servicesprivacy.

 

International Use

Access to and use of the Service from countries or territories or by individuals where such access and use is illegal is prohibited.