Terms of Service
True North Health Navigation, LLC D/B/A DispatchHealth (“DispatchHealth”) Terms of Service (www.dispatchhealth.com)
Effective Date October 20, 2015
DO NOT USE OUR APPLICATION TO SEEK MEDICAL SERVICES FOR SOMEONE WHO IS UNCONSCIOUS, NOT BREATHING OR GASPING FOR AIR, HAVING CHEST PAIN, UNCONTROLLABLY BLEEDING, OR ANY OTHER SYMPTOMS THAT REQUIRE IMMEDIATE OR EMERGENT MEDICAL ATTENTION. CALL 911 OR GO TO THE NEAREST EMERGENCY ROOM (ER) IMMEDIATELY IF YOU HAVE AN EMERGENCY MEDICAL NEED.
True North Health Navigation, LLC D/B/A DispatchHealth , and its predecessors, successors, licensors, beneficiaries and/or affiliates (collectively, “DispatchHealth,” “we,” or “our”) welcome you to download our proprietary mobile application software currently called “DispatchHealth Technology Platform” (or the “Application”). By downloading and using the Application, and by receiving services through the Application and/or via our Website (where applicable) (the “Medical Services”) and/or by receiving a referral for medical services, you agree to be bound by the terms of service set out below (the “Agreement”).
Please read the Agreement carefully before accessing or using the Application. If you do not agree to all of the terms of this Agreement, do not use the Application or our Medical Services. DispatchHealth may revise and update this Agreement at any time. Your continued use of the Application will mean you accept the revised Agreement. All references to the “Application” in this Agreement shall be construed to also include our Website (where applicable).
Our Services; Registration and Accounts.
Congratulations on your decision to download DispatchHealth. DispatchHealth provides right-sized mobile onsite treatment for simple to complex non-emergency medical cases through the power of technology, convenience, and service. Our skilled and board certified physicians and/or nurse practitioners (“Health Care Professionals”) who have significant experience evaluating acute injuries and illness arrive with the tools necessary to provide advanced non-emergency medical care at your door and on demand.
When the Application is accessed through a mobile device, the Application is designed to enable you to send a request for non-emergency medical services. The GPS receiver – which should be installed on the mobile device on which you have downloaded the Application – detects your location. Upon request, the Application will automatically transmit your location which will be used to determine whether a Health Care Professional is available in your area. In the event that you access our services through our website, your location will be determined based on the information you provide us. A DispatchHealth Health Care Professional or triage nurse will then contact you by telephone. After the telephone consultation, a Health Care Professional (if available) will be dispatched to your location (in-home consultation); provided, however, that the Health Care Professional may, in his or her best medical judgment, based on information received through the Application, during the phone consultation or in-home consultation, determine that he or she is unable to provide treatment. We make no representation or warranty to you that a Health Care Professional will be available to perform the Medical Services.
If you are using the Application for Medical Services to a minor, you must be available during the Health Care Professional’s visit with the minor, you are responsible for payment for the Medical Services provided the minor, and are assuming the obligations of this Agreement as they relate to the minor.
Unless explicitly stated otherwise, any new features that augment or enhance the current Application shall be subject to the Agreement. You are responsible for all equipment necessary to access DispatchHealth.
Your Use of the Application
It is imperative that you provide accurate and truthful information about your identity and your health and physical condition during the registration process. By submitting the information request to create an Account, you represent and warrant to DispatchHealth that all of the personal information you provide during this process is true and correct. You acknowledge and agree that we are entitled at all times to verify the information provided. DispatchHealth reserves the right to refuse or cancel your Account or your use of the Application and/or the Medical Services at any time for any reason, or no reason at all.
By accessing or using the Application, you further agree that:
You will only use the Application or its content for your sole, personal use and you will not resell them to a third party;
You will not copy or distribute the Application or other Application content;
You will not upload or transmit any communications or content of any type that infringes or violates any rights of any party;
You will not use the Application for any purpose in violation of local, state, federal or international laws;
You will not use the Application as a means to distribute advertising or other unsolicited material to any third party;
You will not impersonate another person;
You will not post material that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful or embarrassing to any other person or entity as determined by us in our sole discretion;
You will comply with all applicable third party terms of agreement when using the Application (e.g., your wireless data service agreement or the terms of service of the geo-location application installed on your mobile device);
You will ensure that no unauthorized person shall have access to your mobile device or your DispatchHealth passwords or accounts;
You will promptly notify us in the event your DispatchHealth passwords or accounts have been compromised;
You will not assign or otherwise transfer your Account to any other person or entity;
You will not try to harm the Application or impair the proper operation of the network in any way whatsoever;
You will provide us with whatever proof of identity we may request;
You will not choose or use a user name that: (i) belongs to another person or is used with the intent of impersonating another person; or (ii) is subject to any rights of a person other than you without appropriate authorization; and
You will never use another person’s Account or log in details to access the Application.
We reserve the right to immediately terminate your use of the Application should you fail to comply with any of the foregoing rules.
You must be 18 years of age or older to use the Application and any services provided through the Application. You understand that there may be no Health Care Professionals available in your area and we cannot guarantee that Health Care Professionals will be available to provide Medical Services in your area. If you are requesting Medical Services for a minor, you must verify that you are the parent, guardian or other adult responsible for the minor. By using the Application, you represent that you are at least 18 years of age or are the parent, guardian or other adult responsible for a minor.
If you reside in a jurisdiction that restricts the use of the Application because of age, or restricts the ability to enter into contracts such as this one due to age, you must abide by such age limits and you must not use the Application. You represent that you are of legal age to enter into a binding contract.
You must notify us immediately of any change in your eligibility to use the Application including any changes to your medical condition or physical fitness, breach of security, or unauthorized use of your Account with DispatchHealth.
There is no charge to register with us or to download the Application on your mobile device. You are charged only when you actually access and use the Medical Services by scheduling an in-home consultation with one of DispatchHealth’s Health Care Professionals. We reserve the right to introduce a fee in the future for downloading the Application or for creating an Account with us. If we decide to introduce such a fee, we will inform you accordingly and allow you to either continue or terminate your Account.
We also reserve the right to charge a reasonable fee for any cancelled appointment or cancelled in-home consultation.
Use of the Application may involve standard messaging charges by your wireless provider.
The cost of Medical Services provided by DispatchHealth Health Care Professionals varies and is determined based on the complexity of the medical care provided, procedures and lab services performed, and supplies required. DispatchHealth will bill you or your insurance carrier (as applicable) for the Medical Services you receive in accordance with the Consent for Treatment Form, which will be presented to you prior to the provision of Medical Services. The Admissions Agreement is expressly incorporated in to this Agreement by reference. You are solely responsible for the full cost of the Medical Services.
Please note that message rates, voice, and data charges from your cellular service provider may apply to access and use of the Application, sending and receiving text messages and placing and receiving calls in connection with the Application. You are solely responsible for such message rates, voice, and data charges.
Modifications to, or Discontinuation of, the Application.
We reserve the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Application, or any portion thereof, with or without notice. You agree that we will not be liable to you or any third party for any modification, suspension or discontinuance of the Application or any portion thereof.
Application License and Limitations on Use
Subject to your compliance with the terms and conditions of this Agreement, DispatchHealth grants to you a limited, personal, non-exclusive and non-transferable right and license to download and install a copy of the Application on a mobile device that you own or control and to run such copy of the Application solely for your own personal use.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application in any way; (ii) modify or make derivative works based upon the Application; (iii) reverse engineer or access the Application in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics of the Application, or (c) copy any ideas, features, functions or graphics of the Application; or (iv) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Application.
The Application, including, without limitation, the content, metadata, design, organization, compilation, look and feel, the source, object and HTML code and all other protectable intellectual property available through and/or comprising the Application (the “Proprietary Materials”) are the property of DispatchHealth or the property of our licensors and are protected by copyright and other intellectual property laws. All rights regarding the Proprietary Materials not expressly granted in this Agreement are reserved by DispatchHealth.
You agree not to post any content from the Application to weblogs, news groups, mail lists or electronic bulletin boards, without our written consent. You may establish a hypertext link to our Application so long as the link does not state or imply any sponsorship of your website or application by us. However, you may not, without our prior written permission, frame or inline link any of the content of our Application, or incorporate into another website or other applications any of our material, content or intellectual property.
By using the Application, you agree that your use:
Will be for lawful purposes only and never for sending or storing unlawful material or use for fraudulent purposes;
Will not cause nuisance, annoyance, disruption, or inconvenience;
Will not impair the proper operation of the network; and
Will only be through access points or wireless data account (AP) which you are authorized to use.
Intellectual Property Ownership
DispatchHealth alone (and its licensors, where applicable) shall own all right, title and interest, including all intellectual property rights, in and to the Application and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Application. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from the Application shall be owned solely and exclusively by DispatchHealth, and/or, as applicable, DispatchHealth’s third-party vendors, as shall any and all patent rights, copyrights, trade secret rights, trademark rights, and all other proprietary rights, worldwide therein and thereto, and you hereby assign to DispatchHealth any and all of your rights, title or interests in the Application or any modification to or derivative work of the Application. You shall not remove or authorize or permit any third party to remove any proprietary rights legend from the Application.
This Agreement does not constitute a sale and does not convey to you any rights of ownership in or related to the Application, or any intellectual property rights owned by DispatchHealth. DispatchHealth’s name, logo and the product names and logos associated with the Application are trademarks of the Application, its affiliated companies or third parties, and no right of license is granted to use them.
Notice for Claims of Copyright Violations.
If you are a copyright owner who believes your copyright material has been copied and posted on our website or Application in a manner that constitutes copyright infringement, please inform our Copyright Agent by sending written notice by email to firstname.lastname@example.org, Attn: Copyright Agent.
Please include the following information in your written notice:
a detailed description of the copyrighted work that is allegedly infringed upon;
a detailed description of where the allegedly infringing material is located on our Application;
your contact information, including your address, telephone number, and email address;
a statement by you indicating that you have a good-faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner’s behalf; and
an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.
We reserve the right, in appropriate circumstances and at our discretion, to terminate the privileges of any Account holder who infringes the copyrights or other intellectual property rights of others.
Please note that the contact information provided in this paragraph is for suspected copyright infringement only. Contact information for other matters can be found elsewhere on our website or through the Application.
Account Holder Conduct.
We reserve the right to terminate your Account if you misuse the Application or our website, or if you violate this Agreement including, without limitation, the following rules of conduct.
You may not:
Upload, post, or transmit by any means, or otherwise make available any content or materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
Impersonate any person or entity, including another Account holder, Health Care Professional, or other employees of DispatchHealth, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted;
Upload, post, email, or otherwise transmit through the Application by any means, content, materials, or comments that could be characterized as “medical advice;”
Attempt to interfere with or disrupt our servers or networks;
Intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law;
Stalk or otherwise harass another user of our Application or any of our employees, or Health Care Professionals;
Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users or any minors, including user names or passwords; or access or attempt to access another user’s account without his or her consent or, in the case of a minor, that of the minor’s parent or guardian or other responsible adult.
Additional Services and Terms.
Some of the services we offer may be subject to additional terms and conditions. Your use of such services is subject to those additional terms and conditions, which will be provided to you before the affected services are provided. Any such additional terms and conditions are incorporated into this Agreement by reference.
IMPORTANT MEDICAL NOTICES AND DISCLAIMERS.
BY USING THE APPLICATION OR OUR SERVICES YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT DISPATCHHEALTH IS NOT A HOSPITAL OR EMERGENCY ROOM DEPARTMENT.
NEVER DISREGARD, AVOID OR DELAY IN OBTAINING MEDICAL ADVICE FROM YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER BECAUSE OF SOMETHING YOU HAVE READ THROUGH THE APPLICATION OR DISPATCHHEALTH WEBSITE. IF YOU HAVE OR SUSPECT THAT YOU HAVE A MEDICAL PROBLEM OR CONDITION, YOU MAY USE THIS APPLICATION TO TRY TO CONTACT A NEARBY QUALIFIED HEALTH CARE PROFESSIONAL. HOWEVER, IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, PLEASE CALL 911 FOR EMERGENCY MEDICAL HELP.
Although DispatchHealth Health Care Professionals are board certified and qualified to provide you with the Medical Services, please consult with your regular licensed health care provider as necessary before you alter, suspend or initiate any change in your medical treatment, medication routine or health care related procedure or activity. Do not disregard medical advice issued to you by your regular licensed healthcare provider.
[Please note that the Friendly-Physician Model will benefit from additional disclaimers to distance DispatchHealth from any third party health care professionals.]
DISCLAIMERS OF WARRANTIES.
YOU HEREBY AGREE THAT USE THE APPLICATION AND OUR WEBSITE AT YOUR OWN RISK. DISPATCHHEALTH EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS OR EFFICACY OF THE CONTENT OF THE APPLICATION, AND ASSUMES NO LIABILITY OR RESPONSIBILITY TO YOU OR ANY MINOR FOR WHOM YOU ARE RESPONSIBLE FOR ANY ERRORS, MISTAKES, OR INACCURACIES IN SUCH CONTENT OR IN THE SERVICES PROVIDED BY DISPATCHHEALTH OR THROUGH OUR APPLICATION OR WEBSITE. DISPATCHHEALTH EXPRESSLY DISCLAIMS ANY IMPLIED GUARANTEE OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELEVANCE OF ANY INFORMATION PROVIDED THROUGH THE APPLICATION.
YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE APPLICATION, OUR WEBSITE, THE HEALTH CARE PROFESSIONALS AND THE CONTENT AND SERVICES AVAILABLE THROUGH THE FOREGOING IS ON AN “AS-IS”, “AS AVAILABLE” BASIS AND DISPATCHHEALTH SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ANY ACCESS TO OR USE OF THE APPLICATION IS VOLUNTARY. WE WILL REGARD ALL ACCESS OR USE AS VOLUNTARY AND AT THE SOLE RISK OF THE USER.
DISPATCHHEALTH DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT, AND MATERIALS AVAILABLE THROUGH THE APPLICATION OR OUR WEBSITE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN DISPATCHHEALTH’S LIABILITY AND RESPONSIBILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
DispatchHealth does not warrant or guarantee that files that may be available for download through the Application will be free of infections or viruses, worms, Trojan horses or other code that contains contaminating or destructive properties.
We, and our technology service providers, cannot and do not guarantee or warrant against errors, omissions, delays, interruptions or losses, including loss of data. You download and use the Application at your own discretion and risk, and you are solely responsible for any damages to your hardware device(s) or loss of data that results from the download or use of the Application. Users of the Application are responsible for maintaining a means external to the Application for the reconstruction of any lost data.
LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT DISPATCHHEALTH SHALL NOT BE LIABLE TO YOU OR ANY MINOR FOR WHOM YOU ARE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DISPATCHHEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE APPLICATION, MEDICAL SERVICES OR WEBSITE; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON OR THROUGH THE APPLICATION OR WEBSITE OR ANY WEBSITES LINKED TO THE APPLICATION OR WEBSITE, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SITE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE APPLICATION OR WEBSITE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS, SERVICES OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE APPLICATION OR THE WEBSITE; OR (F) ANY OTHER MATTER RELATING TO THE APPLICATION, MEDICAL SERVICES OR THE WEBSITE. IN NO EVENT SHALL DISPATCHHEALTH’S TOTAL LIABILITY TO YOU OR ANY MINOR FOR WHOM YOU ARE RESPONSIBLE FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT – INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE AND MEDICAL MALPRACTICE– OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO DISPATCHHEALTH. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, DISPATCHHEALTH’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.
THE FOREGOING LIMITATION OF LIABILITY OF DISPATCHHEALTH WILL COVER, WITHOUT LIMITATION, ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA, AND ANY OTHER INJURY, ARISING FROM THE USE OF THE APPLICATION.
Right to Use User-Provided Content
We may, in our sole discretion, permit you to post or submit content and other materials through the Application (collectively, “User-Provided Content”). You grant us, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such User-Provided Content, in whole or in part, in any manner or medium (whether now known or hereafter developed), for any purpose that we choose. Also, you grant us, and anyone authorized by us, the right to identify you as the author of any User-Provided Content submitted by you. You will not receive any compensation of any kind for the use of any User-Provided Content submitted by you.
You acknowledge that DispatchHealth only acts as a passive conduit for the distribution of the User-Provided Content and is not responsible or liable to you or to any third party for the content or accuracy of the User-Provided Content. You understand that we have no obligation to monitor any areas of the Application through which users can post User-Provided Content. However, we reserve the right at all times, in our sole discretion, to screen User-Provided Content and to edit, move, delete, and/or refuse to accept any User-Provided Content that in our judgment violates this Agreement or is otherwise unacceptable or inappropriate, whether for legal or other reasons.
Any use by you of the User-Provided Content is entirely at your own risk. You represent and warrant that any User-Provided Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third party intellectual property rights, rights of privacy or publicity rights and does not contain any defamatory or disparaging statements. Furthermore, you represent and warrant that you have the right to grant the license described above.
You agree to indemnify and hold harmless DispatchHealth, DispatchHealth’s affiliates, and each of its and their respective directors, officers, managers, employees, shareholders, agents, representatives, licensors, successors and assigns from and against any and all losses, expenses, damages and costs, including reasonable attorneys’ fees, that arise out of any User-Provided Content posted or transmitted through the Application by you or by others using your account.
You agree to defend, indemnify, and to hold harmless DispatchHealth, DispatchHealth’s affiliates, and each of its and their respective officers, directors, managers, employees, shareholders, agents, representatives, licensors, successors and assigns, from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses and attorneys’ fees on account thereof) arising, resulting from or relating to: (a) your use of the Application or our website or your inability to use the Application or our website; or (b) an allegation that you violated any representation, warranty, covenant or condition in this Agreement. Your agreement to defend, to indemnify, and to hold DispatchHealth (and its officers and directors) harmless applies whether a claim against DispatchHealth is based in contract or tort (including strict liability), and regardless of the form of action, including but not limited to your violation of any third party right, a claim that the Application and/or our website caused damage to you or to any third party and/or your use and access to the Application and/or our website. This indemnification section shall survive your termination of or cessation of use of the Application and our website.
We reserve the right to control the defense of any claim for which we are entitled to indemnification under this section. In such event, you agree to provide us with such cooperation as is reasonably requested by us.
Third Party Web Sites, Products and Services.
Governing Law and Choice of Forum.
This Agreement contains the final and entire agreement between us regarding your use of the Application and our website for yourself, a member of your household or for any minor for whom you are responsible, and supersedes all previous and contemporaneous oral or written agreements regarding your use of the foregoing. The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable, it shall be construed to have the broadest interpretation, which would render it valid and enforceable. No amendments or modifications to this Agreement shall be valid unless in writing and signed by all Parties. We may discontinue or change the Application and/or our website, or its/their availability to you, at any time. This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. You agree that this Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the State of Colorado, United States of America applicable to contracts made entirely within Colorado and wholly performed in Colorado, without regard to any conflict or choice of law principles. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement or in any way related to the Application will be an appropriate federal or state court located in Denver, Colorado.
This Agreement is not intended to benefit any third party, and does not create any third party beneficiaries. Accordingly, this Agreement may only be invoked or enforced by you or us. You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to use of the Application or this Agreement must be filed by you within one year after such claim or cause of action arose or be forever barred. Any and all provisions of this Agreement that would reasonably be expected to be performed after the termination or expiration of this Agreement shall survive and be enforceable after such termination or expiration including, without limitation, provisions relating to ownership, indemnification, limitation of liability and governing law.
Assignments; No Waiver.
DispatchHealth may assign its rights and obligations under this Agreement. This Agreement will inure to the benefit of DispatchHealth’s successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under the Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
Promotions and Offers.
Price discounts cannot be used together or combined with other discount offers or promotional offers. Promotional offers are intended for the addressed recipient only and cannot be transferred. If you are not the intended recipient, then the offer is null and void. We may request further information from you if you wish to participate in our promotions and offers.
Participation in these promotions is completely voluntary. Therefore, you have the choice to decline to participate in any promotion where you are required to provide further information about yourself. DispatchHealth is not responsible for any unauthorized promotions and offers offered by third parties through the Application.
STANDARD TERMS AND CONDITIONS
These Standard Terms and Conditions (herein, “STC(s)”), effective as of March 29th, 2018, apply to and are incorporated as part of that certain Dispatch Health Collaboration Agreement (the “Agreement”) between DispatchHealth and your Facility. By signing the Agreement to have Dispatch work with the Facility to care for your residents, the Facility has agreed to be bound by all of the terms and conditions below. These STCs will continue to be in full force and effect for the entire duration of the Agreement.
- Dispatch Services. As described in the Agreement, Dispatch is a mobile acute health care service provider that specializes in furnishing medically necessary care in a patient’s home environment (like the Facility). We use only duly licensed and qualified personnel (the “Dispatch Professionals”), and will be responsible to ensure that all Dispatch Professionals obtain and maintain any required licenses and certifications in accordance with applicable federal and state law, and receive a thorough background screening prior to furnishing services on Dispatch’s behalf.
- Dispatch Insurance. Throughout the term of this Agreement, Dispatch will obtain and maintain policies of professional, general/commercial, and workers’ compensation insurance consistent with applicable state requirements.
- Representations and Warranties. The Facility represents and warrants to Dispatch that:
(a) The Facility has obtained and will maintain throughout the term of this Agreement all required licenses, certifications, or other qualifications required by any federal, state, or local government authority with jurisdiction over the Facility. The Facility must promptly notify Dispatch of any action taken against such licensure, certification, or other qualification.
(b) The Facility is not currently, and has not been, suspended, excluded, barred or sanctioned under or by the Medicare program, any Medicaid program, any other federal program that provides for the payment or provision of medical services, or any government licensing agency, and has not been listed by any federal agency as barred, excluded or otherwise ineligible for federal program participation. The Facility must immediately disclose to Dispatch any future debarment, exclusion, suspension or other event that makes Facility ineligible for federal program participation.
- Immediate Termination. This Agreement shall automatically terminate upon Facility’s breach of Section 2.1, effective as of the date of Facility’s exclusion, suspension, debarment or other disciplinary sanction by a federal or state health care program, or the date of Facility’s loss of any license required under Section 2.1(a).
- Indemnification. The Facility will defend, indemnify, and hold Dispatch, its affiliates, and their respective officers, directors, shareholders, members, employees, and agents harmless from any claims, demands, actions, causes of action and expenses of all kinds, including reasonable attorneys' fees (collectively, “Losses”), incurred by Dispatch arising out of your (including your agents, employees, representatives, contractors or affiliates) breach of Section 2.1 above.
- Insurance. Throughout the term of this Agreement, Facility will obtain and maintain policies of professional, general/commercial, and workers’ compensation insurance consistent with applicable state requirements.
- Facility Access. Facility agrees to grant Dispatch Professionals reasonable access to the Facility’s premises during Dispatch’s normal operating hours.
- Intellectual Property. Neither party to this Agreement may use any trademarks or other intellectual property of the other party without such party’s express, written consent. The terms of the Agreement and these STCs are likewise confidential, and Facility will not disclose such terms without Dispatch’s written consent.
- Patient Records. Patient confidentiality is important to us. Dispatch is, and Facility may be (as represented in the Agreement), a “covered entity” as defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended from time to time (collectively, “HIPAA”). It is expressly intended by the parties that both parties and all services comply with HIPAA and with any corresponding state laws and regulations, and that any protected health information shared by the parties fall within HIPAA’s exemption for disclosures of such information for treatment purposes. To the extent that the parties need to share information for purposes other than the treatment of Facility’s residents, the parties will either (i) ensure that the disclosure of such information falls within a separate permissible grounds for disclosure under HIPAA, or (ii) obtain the resident’s written consent to the disclosure of such information. To the extent Facility represented in the Agreement that it is a “covered entity” as defined by HIPAA, Dispatch shall rely on such representation in determining how protected health information is shared with Facility. Facility agrees to defend, indemnify, and hold Dispatch harmless from any and all Losses to the extent such Losses result from Facility’s misrepresentation of its “covered entity” status as set forth in the Agreement.
COMPLIANCE WITH LAWS.
Nothing set forth in the Agreement or these STCs is intended or shall be construed to require the referral of health care services from one party to the other party or such party’s affiliates. Each party, and such party’s duly licensed professional health care providers (including Dispatch Professionals) shall continue to exercise their professional and clinical judgment in the referral of patients for outside health care services. In the event of a material change in applicable federal, state, or local laws governing the provision of health care services, Dispatch may amend these STCs to promote compliance with such changes.
Any notice required to be given under this Agreement must be given in writing to Dispatch at the following address:
Attn: Mark Prather, M.D., CEO
3455 Ringsby Ct, Suite 102
Denver, CO 80126
- Independent Contractor. The parties are independent contractors. The Agreement does not create nor does it intend to create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. It is expressly understood and agreed that in the performance of any medical act, judgment, responsibility or obligation, Professionals will provide the services free from the existence or exercise of any control or direction by Dispatch or Facility over the methods by which the Professionals furnish health care services.
- Non-Solicitation. Neither party, during the term of this Agreement or for a period of one (1) year thereafter, may solicit, induce, or attempt to influence any person who is now or is hereafter an employee or independent contractor of the other party to become such party’s employee or independent contractor without the other party’s express written consent; provided, however, that this Section 6.2 shall not apply to an individual’s response to a general public advertisement of job openings.
- Notice of Litigation. The parties will provide each other with written notice should either party receive a claim or be sued for damages in a matter arising out of its performance under the Agreement.
- Waiver of Breach. Any waiver by Facility or Dispatch of a breach of any provision of the Agreement will not be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision.
- Governing Law; Venue. The Agreement will be governed by and construed in accordance with the laws of the State of Colorado, without regard to the conflicts of laws provisions of such state. Proper venue for any dispute arising out of the Agreement will lie solely in the state and federal courts located in Denver, Colorado, and each party expressly submits to personal jurisdiction in such courts.
- Entire Agreement. The Agreement, along with these STCs, represent the entire agreement of Facility and Dispatch with respect to the subject matter hereof, and supersedes all prior discussions, negotiations and agreements relating to the same subject matter.
- Amendments; Assignment. The Agreement may not be amended, revised, or assigned by either party except with the written consent of both parties; provided, however, that Dispatch may update these STCs without the need for an amendment to the Agreement by providing notice of such update to Facility in advance of any changes.
- Survival of Terms. All provisions of the Agreement, which by their terms contain obligations of the parties that extend beyond the expiration or termination of the Agreement, will survive the expiration or earlier termination hereof.
- Binding Effect. The Agreement will be binding upon and will inure to the benefit of Facility and Dispatch and their respective heirs, legal representatives, successors and assigns.
- Captions. Any captions to or headings of the articles, sections, subsections, paragraphs, or subparagraphs of the Agreement are solely for the convenience of the parties, are not a part of the Agreement, and will not be used for the interpretation or determination of validity of the Agreement or any provision hereof.
- Severability. The provisions of the Agreement will be deemed severable and if any portion will be held invalid, illegal, or unenforceable for any reason, the remainder of the Agreement will be effective and binding upon the parties.
- Construction of Agreement. The parties agree that each party and its counsel, if such party elects to be represented by counsel, have fully participated in the review of the Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of the Agreement or any amendment hereto or exhibit to the Agreement. Whenever the singular is used in the Agreement and when required by the context, the same will include the plural and vice versa, and the masculine gender will include the feminine and neuter genders and vice versa.