By using or accessing PatientNow’s Voice Services (“Voice Services”), or by signing or clicking to accept to any Order that includes Voice Services or references these Voice Service Terms, you (“you” or “Customer”) agree to be bound by the following terms and conditions (the “Voice Service Terms”).
These Voice Service Terms supplement and are incorporated into the PatientNow Terms of Service between Patient Now, LLC or its applicable Affiliate (as applicable, “Company,” “we,” “us,” or “PatientNow”) and Customer (the “Terms”). The Terms, any applicable Order and these Voice Service Terms are collectively the “Agreement.” In the event of any conflict or inconsistency between these Voice Service Terms and the Terms, these Voice Service Terms will govern solely with respect to the Voice Services.
Capitalized terms used but not defined in these Voice Service Terms have the meanings set forth in the Terms. For the avoidance of doubt, all references to the “Agreement” include these Voice Service Terms.
1.1. “Voice Service Provider(s)” means the third-party service provider(s), carriers, communications providers, emergency-service providers and other vendors used by PatientNow to facilitate, route, host, support or otherwise provide certain features of the Voice Services. PatientNow may add or remove Voice Service Providers from time to time.
1.2. “Web Phone” means the software-based phone available within the applicable PatientNow desktop, browser-based or mobile application, if made available by PatientNow, that allows Customer to make or receive calls through a properly equipped and configured computer, mobile device or other Customer Equipment, without the need for any physical phone, handset or hardware provided by PatientNow. Web Phone is available in the United States only.
1.3. “Registered Location” means the then-current physical street address and related location information associated with a telephone number, user or device for purposes of emergency calling through the Voice Services.
2.1. PatientNow Voice Services. PatientNow Voice Services is a voice over internet protocol (“VoIP”) phone system integrated with PatientNow software to support communication with Customer’s customers, patients or other contacts. Subject to the performance of Customer’s duties and obligations under the Agreement, including any additional terms set forth in the applicable Order, PatientNow will provide Customer with access to the Voice Services. In order to access and fully use the Voice Services, Customer must register for and maintain an active account and subscription with PatientNow. Customer understands and agrees that the Voice Services may be used in the United States only.
2.2. No PatientNow-Provided Phones or Hardware. PatientNow does not sell, lease, provide, warrant, install, maintain, support, replace or resell any physical telephone, handset, desk phone, mobile device, router, switch, network equipment, wiring, accessory or other hardware or equipment. Any such items are Customer Equipment and are Customer’s sole responsibility. PatientNow’s Support Services apply only to the Voice Services as software or services and do not include warranty, repair, replacement, configuration, installation or support for Customer Equipment.
3.1. Customer Content. In addition to Customer’s obligations under the Terms, Customer agrees that where Customer provides or makes available to PatientNow or a Voice Service Provider any Customer Content, including Personal Data or contact information about customers, patients or other contacts, in connection with Customer’s use of the Voice Services, Customer authorizes PatientNow, its Affiliates and applicable Voice Service Providers to collect, use, retain, transfer and disclose Customer Content, including to third-party service providers, as necessary to provide, route, host, secure, support and improve the Voice Services, comply with applicable law, respond to lawful requests and otherwise perform the Agreement. PatientNow’s rights to Customer Content and Aggregated Data remain subject to the Terms.
3.2. Compliance with Laws and Terms. Customer understands and agrees that Customer will, for the duration of the applicable Order: (a) provide all required disclosures to, and obtain all required consents and/or authorizations from, customers, patients, Authorized Users and other persons, based on applicable laws, prior to utilizing the Voice Services; (b) obtain all necessary rights, releases and consents to allow Customer Content to be collected, used and disclosed in the manner contemplated by the Agreement; and (c) use the Voice Services only in compliance with all applicable laws, the Agreement, these Voice Service Terms, the PatientNow Acceptable Use Policy and industry-specific best practices, including but not limited to Do Not Call rules, call recording rules, telemarketing rules, healthcare privacy rules, consumer protection rules and opt-out requirements. Customer agrees and acknowledges that Customer is solely responsible for its and its Authorized Users’ compliance with applicable laws, these Voice Service Terms and the Acceptable Use Policy and must not rely on the Voice Services for any such compliance. Use of the Voice Services does not guarantee compliance with applicable laws or the Acceptable Use Policy, and PatientNow expressly disclaims any liability for Customer’s non-compliance. Customer also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Voice Service Terms or applicable law when using the Services. PatientNow reserves the right to suspend or terminate Customer’s access to the Services or specific feature(s) of the Services if PatientNow believes, in its sole discretion, that Customer has violated these Voice Service Terms.
3.3. Recording. Customer understands and agrees that the Services may include certain features or functionality that allow Customer to record or transcribe certain audio and other data related to communications made using the Services. If Customer uses this functionality, Customer is solely responsible for complying, and ensuring all Authorized Users comply, with applicable laws in the jurisdictions in which it uses this functionality. PatientNow disclaims all liability for Customer’s use of these recording and transcribing features, and Customer agrees to hold PatientNow harmless for all liabilities related to Customer’s use of these features.
3.4. Account Use and Security. Customer is solely responsible and accepts full liability for all use of its Voice Services, with or without Customer’s permission. Customer is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, access credentials, phones, softphones, systems or Customer Equipment. Customer acknowledges that placing telephones, softphones or other communications equipment on a publicly accessible internet protocol address or publicly accessible network will subject Customer to a higher level of risk for fraudulent activity. Customer must notify PatientNow within twenty-four (24) hours of any breach of security or unauthorized use of its account. Unless otherwise specified in the applicable Order, Customer’s use of the Voice Services is subject to the applicable usage limitations in the Order and Documentation. Use by all Authorized Users in aggregate will count toward any applicable usage restrictions. If specific usage limits have not been expressly designated for the Voice Services, or the Services have been designated as “unlimited,” such Services are intended and may be used only for normal business use in compliance with the Agreement, including the Acceptable Use Policy and the applicable Order. Because any unusually high or excessive usage of the Voice Services, or use of the Voice Services beyond any applicable usage limits, may impair PatientNow’s ability to provide the Services to Customer and other PatientNow customers, in the event that PatientNow discovers or reasonably suspects the occurrence of excessive, unauthorized, fraudulent or prohibited usage of the Voice Services, PatientNow reserves the right to take actions it deems reasonably necessary to prevent or stop such usage, including suspending or terminating Customer’s use of or access to the Services, blocking or limiting access to particular calling numbers or geographic areas, or taking other protective action without prior notice.
3.5 STIR/SHAKEN. Pursuant to the Federal Communications Commission’s rules regarding STIR/SHAKEN standards, traceback and robocall mitigation, PatientNow or its Voice Service Providers may be required to respond to traceback requests from the Industry Traceback Group, regulators, law enforcement, carriers or other appropriate third parties. Customer agrees to accept and comply with traceback, call blocking, call labeling, attestation, registration, remediation or other actions implemented by PatientNow or a Voice Service Provider and to cooperate with PatientNow in responding to any traceback, robocall-mitigation, number-registration or similar request.
3.6 Customer Proprietary Network Information (“CPNI”). To the extent the Voice Services involve CPNI under federal law, Customer acknowledges that certain account, call detail, technical configuration and telecommunications-service information may constitute CPNI. PatientNow will use and disclose CPNI as permitted or required for ordinary business operations, fraud prevention, service provisioning, support, billing, legal compliance and as otherwise permitted by applicable law. Customer is responsible for controlling who may access its account information and CPNI through administrator permissions and user permissions. If Customer designates administrators or users to access or manage its account information, those administrators or users may have access to CPNI associated with Customer’s account or portions of CPNI associated with their use of the Voice Services.
3.7. Responsibility for System and Technical Requirements. Customer understands and agrees that the Voice Services are VoIP services and there are many factors that may impact Customer’s ability to use the Voice Services, including but not limited to network speeds and bandwidth, network connectivity, internet access, power, Customer Equipment and other factors outside PatientNow’s control. Customer remains solely responsible for procuring, maintaining and securing sufficient internet access, network connectivity, power, compatible devices, phones, headsets, routers, switches, wiring and other system and technical requirements necessary to enable its use of the Voice Services. If Customer’s environment does not meet the minimum requirements to support the Voice Services, PatientNow may require Customer to work with its own IT provider or other third-party provider to bring Customer’s environment up to the minimum requirements before using the Voice Services. Customer understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power and other system and technical requirements necessary to enable the use of the Voice Services. Customer understands and agrees that Customer may not cancel or otherwise terminate its Voice Services subscription, nor will PatientNow provide any refunds or service credits, due to network, hardware, Customer Equipment, internet, power or other issues caused by factors outside PatientNow’s direct control, except to the extent expressly required by the Agreement.
6.1. General. Unless otherwise specified in the applicable Order, the Voice Services are provided on an ongoing subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions in the applicable Order and Agreement. Customer agrees to pay to PatientNow the fees for the subscription to the Services, including Voice Services, and any additional fees, all as set forth in the applicable Order and Agreement.
6.2. Taxes and Surcharges. Customer will be responsible for all applicable taxes, surcharges, regulatory fees, carrier fees, universal service charges, 911 fees, number fees and similar amounts accrued through Customer’s use of the Voice Services. These charges may change from time to time and vary depending on federal, state and local rules. PatientNow may charge Customer for applicable taxes and fees through Customer’s invoice.
7.1. No Warranty. PatientNow provides no warranty, repair, replacement, return, support or other services for physical telephones, handsets, mobile devices, headsets, routers, switches, accessories, wiring or other Customer Equipment. All Customer Equipment is procured, owned, leased, licensed, maintained, supported and used solely by Customer at Customer’s own risk.
7.2. Disclaimer. THE VOICE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS, EXCEPT AS EXPRESSLY STATED IN THE TERMS. PATIENTNOW PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO ANY CUSTOMER EQUIPMENT AND DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO CUSTOMER EQUIPMENT, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY AND LACK OF VIRUSES. THIS SECTION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS CONTAINED IN THE TERMS.
8.1. Port-In Requests. If Customer requests PatientNow to port, transfer or otherwise move Customer’s phone number to the Voice Services, Customer must execute a letter of authorization (“LOA”) or other documentation provided to Customer by PatientNow or a Voice Service Provider, including all required information, and authorizing PatientNow and its Voice Service Provider to initiate the porting process. By authorizing the porting process, Customer understands and agrees that: (a) the ability to complete the port is subject to validation that Customer’s number(s) or service can be ported; (b) Customer may experience an interruption or change to telecommunications service during or as a result of the porting process, and PatientNow assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside PatientNow’s control; (c) if Customer is ending an existing contract with its current telecommunications provider early as part of the porting process, Customer may have to pay a cancellation fee or penalty to that provider and Customer is solely responsible for any such fee or penalty; and (d) PatientNow will use reasonable efforts to notify Customer that the porting process is complete when it occurs.
8.2. Port-Out Requests. As required by law, PatientNow or its Voice Service Provider will comply with a valid request to port the number associated with Customer’s Voice Services account to another service provider. CUSTOMER UNDERSTANDS AND AGREES, HOWEVER, THAT ANY SUCH PORT-OUT REQUEST DOES NOT RELIEVE CUSTOMER OF ANY PAYMENT OR OTHER CONTRACTUAL OBLIGATIONS REMAINING UNDER THE AGREEMENT AT THE TIME OF THE REQUEST, AND CUSTOMER WILL BE RESPONSIBLE TO PAY ANY REMAINING BALANCE OWED TO PATIENTNOW EVEN AFTER THE PORT-OUT HAS BEEN COMPLETED. Customer may also be subject to fees or charges applicable to the port-out request, which PatientNow may communicate to Customer in writing prior to or at the time of Customer’s port-out request. Customer understands and agrees that Customer must provide to PatientNow all documentation and information necessary to complete the port-out request, follow all processes required by PatientNow and the service provider to which Customer is porting Customer’s number in order to facilitate the request, and comply with all laws and any third-party terms applicable to Customer’s port-out request. PatientNow will not be responsible for any delays or failures in the porting process if such delays or failures are caused by factors outside PatientNow’s control, or for any service interruptions or downtime that occurs during porting.
8.3. Number Releases. Upon termination of Customer’s PatientNow account, including Voice Services, any phone numbers associated with Customer’s account which have not been previously ported to another service provider may be released. Customer must therefore ensure that Customer coordinates the porting of any number before Customer’s subscription ends or is otherwise terminated. Customer’s account must be active and in good standing in order to port out a number unless applicable law requires otherwise.
9.1. Overview of Emergency Services. Because the Voice Services are VoIP services, the emergency calling services available through the Voice Services operate differently from traditional emergency calling services and have certain limitations. If Customer is not comfortable with these limitations, Customer must utilize alternate means of accessing emergency services. By using the Voice Services, Customer represents and warrants that Customer understands the limitations of emergency services available through the Voice Services and agrees to comply with Customer’s obligations as set forth in these Voice Service Terms. With traditional phone services, a 911 call is sent directly to the nearest emergency response center. With VoIP phone service, a 911 call may be forwarded to a third-party service provider that will automatically or manually route the call to an emergency response center or other Public Safety Answering Point (“PSAP”). You hereby acknowledge and understand the differences between traditional 911 service and VoIP calls with respect to 911 calls placed to emergency services from your account as described below herein.
9.2. Emergency Calls Using Web Phone or Other Supported Voice Services. When Customer uses the Web Phone or another supported Voice Services feature to make an emergency call, the Voice Services rely on the information, including physical address, associated with Customer’s Voice Services account, telephone number, user or device to route emergency calls to the appropriate emergency responder(s). Accordingly, Customer is required to register and maintain a Registered Location when Customer activates the Voice Services and whenever Customer adds or changes a number, user, device or location. If Customer changes location, Customer must immediately update the Registered Location according to the process made available by PatientNow. If Customer has not updated the Registered Location to ensure its accuracy or if Customer is calling from an address other than the Registered Location, emergency services may be delayed or misdirected. If no address is available, the Voice Services may route the emergency call to a national emergency response center or specialized call center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive Customer’s name, location, telephone number or other contact information. Customer and any caller should therefore immediately inform the dispatcher of the caller’s location, the location of the emergency, if different, and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher. If inadvertently disconnected, call back immediately.
9.2.1. Confirming and Updating the Registered Location. USE OF THE VOICE SERVICES FROM A LOCATION OTHER THAN THE REGISTERED LOCATION MAY CAUSE AN EMERGENCY CALL TO BE ROUTED TO THE WRONG PSAP OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF THE REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING AND UPDATING SUCH INFORMATION FOR CUSTOMER’S ACCOUNT, NUMBERS, USERS AND DEVICES. CUSTOMER IS ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT CUSTOMER’S COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. Customer can verify and update its Registered Location using the methods made available by PatientNow in the Documentation, account settings, onboarding materials or support process. Any changes Customer makes to the Registered Location will take effect only after they have been saved and processed.
9.3. Emergency Calling via Mobile Application. If PatientNow makes available a mobile application that permits emergency calling through the Voice Services, Customer acknowledges that the availability and routing of emergency calls may depend on the device, operating system, wireless carrier, cellular service, native dialer and other factors outside PatientNow’s control. If an emergency call is attempted using a mobile application on Customer’s own device, the application may close and route that call to the device’s native dialer. If the device does not have a native dialer or active wireless cellular service, the caller may not be able to make the emergency call. Where possible, emergency calls should be made directly using the native dialer on a cellular phone or other alternate emergency-calling service.
9.4. Additional Voice Services Limitations.
9.4.1. Emergency calling through the Voice Services will not function if: (a) Customer experiences an internet failure or power outage; (b) Customer’s broadband, internet service provider, Voice Services or PatientNow account is terminated or suspended; (c) Customer’s system access equipment or Customer Equipment fails, is not configured correctly or is incompatible; (d) there is network or internet congestion; (e) the Voice Services or any Voice Service Provider service is unavailable or interrupted; or (f) Customer uses the Voice Services from a physical location outside the United States or outside the area in which the Voice Services are provided. Network congestion may also delay or prevent completion of any emergency call. Customer may need to reset or reconfigure system access equipment or Customer Equipment before being able to use the Voice Services, including for emergency calls.
9.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features and other factors outside PatientNow’s control. PatientNow relies on qualified third parties to assist in routing emergency calls and text messages to emergency response centers. PatientNow does not have control over emergency response centers, emergency responders, Voice Service Providers or other third parties.
9.5. Customer Notice Obligations. CUSTOMER’S USE, AND USE BY CUSTOMER’S EMPLOYEES, AUTHORIZED USERS, GUESTS AND OTHER THIRD PARTIES, OF THE VOICE SERVICES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. Customer is responsible for notifying any user or potential user of the Voice Services, including Authorized Users, staff, guests and other persons who may place calls using the Voice Services, of the nature and limitations of emergency calls through the Voice Services. Customer must inform all users of the requirement to update location information any time they change the location from which they use the Voice Services. If you receive any printable label or sticker from PatientNow relating to emergency services, you must print that label or sticker and attach it where it is visible on any Customer Equipment you or your End Users may use in connection with Voice Services. If Customer’s account includes multiple users, phone numbers, locations or devices, Customer must provide PatientNow with an email address or phone number to which notifications may be sent whenever a 911 call is placed using the Voice Services, if such notifications are supported. The email address or phone number may be that of a security office, administrator or other centralized location within Customer’s organization, but must be one at which a notification is likely to be seen or heard, as applicable, 24 hours per day, 7 days per week and 365 days per year.
9.6 Other Customer Responsibilities. Customer is solely responsible for determining the number of subscriptions, licenses, users, telephone numbers, devices and Registered Locations required under Customer’s account to ensure that each user, device or line can be associated with the appropriate physical location for emergency-calling purposes. Customer is responsible for controlling and overseeing the Voice Services and Customer Equipment after implementation, including determining how lines should be distributed among users, adding or moving lines, assigning and reassigning telephone numbers, maintaining Registered Locations, ongoing network configuration and day-to-day operation of the Voice Services. Customer will not configure, and will not permit any Authorized User or third party to configure, the Voice Services, AI Features, IVR, call queues, routing rules, business-hours settings, permissions, Customer Equipment or related systems in a manner that blocks, delays, intercepts, reroutes or prevents emergency calls, including calls to 911, 988 or 711 where supported.
9.7 988, 711 and Text to 911. Where supported by the Voice Services and applicable Voice Service Providers, calls to 988 and 711 may be routed through the Voice Services. Customer acknowledges that 988 and 711 calling may be subject to service limitations, network availability, Voice Service Provider support, Customer Equipment and Customer configuration. Customer will not block, disable or interfere with 988 or 711 dialing or with communications involving telecommunications relay services. Unless expressly stated in the applicable Order or Documentation, the Voice Services do not support Text-to-911 or emergency communications by text message. Customer and its Authorized Users should use another available method to contact emergency services by text, if needed.
9.8. Customer Indemnity. Customer will indemnify and hold harmless PatientNow, its Affiliates and their respective agents, officers, directors, employees, service providers, suppliers and licensors from and against any and all third-party claims and related costs, damages, liabilities and expenses, including reasonable attorney’s fees, arising from or pertaining to: (a) Customer’s incorrect, incomplete, outdated or inaccurate information, including Registered Location or contact information; (b) Customer’s failure to properly notify any person who may place calls using the Voice Services of the emergency-calling limitations; (c) the absence, failure, misrouting, misdirection, outage, delay or unavailability of emergency calling using the Voice Services for any reason; (d) the inability of any user of the Voice Services to be able to access emergency service personnel for any reason; or (e) Customer’s failure to order, configure or maintain sufficient numbers, users, locations, services or Customer Equipment to support emergency calling.
9.9. Disclaimer. Neither PatientNow nor its representatives will be liable under any legal or equitable theory for any claim, damage or loss, and Customer will hold PatientNow harmless against any and all such claims, arising from or relating to the inability to use the Services to contact emergency services. PatientNow disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Customer to facilitate address updates, Voice Service Providers and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable law, Customer hereby releases, discharges and holds harmless PatientNow from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
