1 E-rehab, LLC Terms and Conditions Recitals E-rehab is a duly licensed Limited Liability Company offering website services to licensed physical therapists and professional physical therapy corporations. Such website services may include, but are not limited to Website design, hosting and establishment of accounts, domain name registration, and monthly newsletter composition and delivery. These Terms and Conditions (referred to as the Agreement ) are a legal contract between you as the Client and E-rehab. The Agreement governs your purchase and use of the various online tools, website design and publication, and /newsletter services, whether fee-based or free of charge, offered on/by E-rehab and its website (the "Service(s)"). Your use of the Services is conditioned on your acceptance of this Agreement. By using any Service(s) or by your signature at the end of this Agreement, you accept and agree to be bound by all the terms and conditions of this Agreement, as well as any additional terms specific to the particular Service(s) for which you register. Such additional terms may be found in the Agreements & Policies section of E-rehab's website, attached hereto as Attachment A and shall be considered a part of this Agreement with respect to the Service(s) they cover. 1. THE TERMS and SERVICES Terms of E-rehab Services 1.1 Term of Service Subscriptions will automatically renew each month, as applicable, in order to ensure Client Service(s) are not interrupted. 1.2 Contractual Commitment Contractual commitment is on a month to month basis. The Client may elect to discontinue E-rehab s services at any time. 1.3 Program Plans E-rehab will provide you with the Services outlined in Attachment A or for which you register on E-rehab's website, subject to the terms and conditions of this Agreement. You acknowledge that the Service(s) may be offered in various, separately priced service levels or packages (hereinafter referred to as "Program Plans"), and you will only receive the Program Plans that you have registered for, and for which you are paying all associated fees. 1.4 Upgrade You may upgrade to a higher Program Plan, if available, at any time during the term of this Agreement by completing and submitting E-rehab's then-current upgrade process on the website. Upon any such upgrade, you agree to pay the increased fees for that Program Plan in accordance with this Agreement. 1.5 Client s Website If Client fulfills all contractual obligations and promises pursuant to this agreement, and maintains a membership in good standing with E-rehab, the Client shall retain ownership of the website and associated (excluding database driven components specifically the medical library and FAQ sections of the Client s website) created for the Client by E-rehab and the domain name registered (for its remaining duration of registration with the respective
3 not authorized to waive or modify any provisions of this Membership Agreement. Any perceived failure by E-rehab to enforce any term of this Agreement shall not be construed as a waiver thereof, nor shall it affect your contractual obligations or E-rehab's rights and remedies hereunder. 5. DURATION AND CANCELLATION OF SERVICES Unless stated otherwise on E-rehab's Web pages applicable to a given Service(s), E-rehab web services will require the payment of a start up fee (billed one time only) followed by membership fees which will be billed on a monthly subscription basis, measured from the calendar month immediately following activation of the given Service. Subscriptions will automatically renew each month, as applicable, until cancelled in accordance with this section. At any time after activation of a Service, either you or E-rehab may cancel that Service (or E-rehab may discontinue the Service completely) by providing written notice to the other party, in which case the Service will terminate on the date specified in the cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing calendar month. E-rehab also reserves the right to cancel any individual Service immediately and without notice in the event that you breach any provision of this Agreement or any other terms that apply to that Service. NO REFUNDS WILL BE AVAILABLE ON ACCOUNT OF ANY SERVICE CANCELLATION BY EITHER PARTY, EXCEPT AS EXPRESSLY PROVIDED IN SECTION ENTITLED "REFUNDS" BELOW. 6. TERM AND TERMINATION OF AGREEMENT The term of this Agreement will begin on the date that E-rehab accepts your initial registration and will continue in force until terminated according to this section. Upon cancellation of all active Service(s), or any time thereafter, either party may terminate your account and this Agreement by written notice to the other party. E-rehab also reserves the right to terminate your account and this Agreement immediately and without notice in the event that you breach any provision of this Agreement. No refunds will be available on account of any termination of this Agreement, except as expressly provided in Section 7 entitled "Refunds" below. Sections 10 through 15 of this Agreement shall survive and remain in effect notwithstanding any termination of this Agreement. 7. REFUNDS If you cancel any E-rehab Services within sixty (60) days of activation, you are entitled to a full refund. You must request any such refund in writing to and E-rehab will follow its stated refund policy, available in the Agreements & Policies section of E-rehab's Website, in determining whether to grant or deny such request. 8. RENEWALS All renewal fees will incur on a monthly basis in order to ensure Client Service(s) are not interrupted and no billing issues occur prior to expiration of account. If Client decides not to continue the E-rehab program and the user does not want the account to renew, there must be written notification ( will suffice, sent to no less than 14 days prior to the subsequent monthly billing cycle or the account will automatically renew. Once the account has been renewed, any cancellation received within the first 16 days of the then-current billing calendar month will result in termination of the Services and that corresponding account at the end of the then-current billing calendar month. Without limiting any of the restrictions above, you acknowledge and agree that NO REFUNDS OR PARTIAL REFUNDS WILL BE ISSUED: (a) FOR ANY SERVICE THAT YOU CANCEL SIXTY (60) DAYS AFTER ACTIVATION; OR (b) IF YOU HAVE BREACHED ANY PROVISION OF THIS AGREEMENT OR (c) IF RENEWAL CANCELLATIONS HAVE BEEN RECEIVED LESS THAN FOURTEEN (14) OR MORE DAYS PRIOR TO THE MONTHLY BILLING CYCLE. 9. OWNERSHIP RIGHTS General Provisions
4 Except as indicated in section 1.3 of this agreement, you agree and understand that the Services and all graphic designs, icons, Tags, HTML code, computer programming, and other elements incorporated therein are the exclusive property of E-rehab. In addition, you acknowledge that E-rehab owns all right, title, and interest in and to E-rehab's trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and expertise related to the design, function, or operation of the Service(s). All materials contained in the E-rehab Website at are copyright, E-rehab. The content presented herein may not under any circumstances be distributed in any way or form without prior written permission from E-rehab. Your rights to the Service(s) are strictly limited to the rights expressly granted in this Agreement. 10. DISCLAIMER OF WARRANTY E-rehab makes no guarantees of any kind regarding the use or the results derived from any Service(s) in terms of dependability, accuracy, security, timeliness, availability, reliability, or usefulness. The Service(s) and all related materials are provided "AS IS" without warranty of any kind. E-REHAB HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICE(S) AND RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. E- REHAB DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE(S) WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICE(S) WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT RELEASE OF LIABILITY IN NO EVENT WILL E-REHAB BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT E-REHAB IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES LIQUIDATED DAMAGES FURTHERMORE, IN NO EVENT WILL E-REHAB'S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE MONETARY AMOUNT RECEIVED BY E-REHAB FROM YOU UNDER THIS AGREEMENT DURING THE TWO (2) MONTHS PRECEDING THE EVENTS OR CIRCUMSTANCES GIVING RISE TO LIABILITY, OR, IF SUCH LIABILITY ARISES FROM ANY PARTICULAR SERVICE(S), THEN E-REHAB'S LIABILITY WILL BE LIMITED TO THE FEES YOU HAVE PAID TO E-REHAB FOR THE PARTICULAR SERVICE(S) DURING SUCH TWO-MONTH PERIOD. Without limiting the foregoing, E-rehab is not responsible for any of your data residing on E-rehab hardware. You are responsible for backing-up your data and information that may reside on the E-rehab hardware, whether or not such information is produced through the use of the Service(s). 12. INDEMNIFICATION You agree to indemnify, hold harmless, and (at E-rehab's request) defend E-rehab and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorney s fees and expenses) incurred in connection with any claim related to: (a) your breach of any term, condition, representation, warranty, or covenant in this Agreement; or (b) the information you supply to E-rehab or make available to any third party, including your registration data and the content of the Web pages corresponding to the URLs you submit to E-rehab. This obligation shall survive any termination of your relationship with E-rehab. 13. SOLE AND EXCLUSIVE REMEDY If you are dissatisfied with any portion of any Service(s), your sole and exclusive remedy is to cancel your account or your subscription to the given Service(s) according to this Agreement. No refunds are available except as expressly provided in Section 7 entitled "Refunds" above.
7 (h) You warrant that you have full power and authority to enter into this Agreement and to perform your obligations hereunder. (i) You warrant that your clients or any other person(s) or entities have given express written permission to receive (s) and other electronic information generated by E-rehab in compliance with State and Federal regulations. Upon request, E-rehab will provide Clients with sample forms to be distributed to their clientele. Such forms are provided as a courtesy and convenience only and are subject to the terms of liability limitation set forth in section Additionally, Client acknowledges that their E-rehab account is part of the E-rehab Company, and as such, acknowledge and accept that they will receive periodic announcements and information regarding their service. However, Clients may also request to be removed from the company's news mailing list. Without limiting its other remedies, E-rehab may refuse to provide Services or cancel your account at any time for any violation of the foregoing promises. To assure compliance with the criteria in Subsections (b) and (c) above, E-rehab reserves the right to edit and/or monitor the content of the Web pages, copy, or URLs you submit to E-rehab. Attachment A Agreements and Policies E-rehab will build the Client a website which includes the following: A. Web design custom web design or web design from a template. B. Register Client s Domain Name E-rehab will register the domain name (if the desired domain name is available for registration) on behalf of the Client. C. Web Services the following web pages and components will be included in the Client s website: 1. Pages: Home, location, insurances provided for, staff, links, testimonials, services pages. 2. The Client s site may contain (at E-rehab s discretion) a medical library page, member s page, and any other pages mutually agreed upon by the Client and E-rehab. 3. E-rehab will convert up to 8 pages of MS Word documents to Adobe PDF documents and make them available via website link from the Client s website. 4. E-rehab reserves the right to utilize third party web tools and web services at its discretion. Newsletter Campaign A. E-rehab will conduct a monthly opt-in/opt-out newsletter to campaign on behalf of the Client with the Client s existing/past patients being the target audience of this campaign. B. E-rehab will use an Application Service Provider s service s, Autoresponder Service, and/or its own proprietary service and reserves the right to switch from one service to the other or utilize a combination of these services at E-rehab s discretion. C. The Client may choose to provide his/her own copy/content for some or all of the monthly newsletters. If the Client does not submit his/her own copy/content, the Client understands that E-rehab will provide "generic" content on the Client's behalf, and the Client accepts this content as is without the right to modify it. D. The Client may choose to include additional promotional items such as services, products, items,
9 You may opt-out by to Or you may opt-out by clicking on an unsubscribe link in our newsletters. Use of Demographic Information We also collect demographic and profile data that we use to tailor your experience at E-rehab. Based on this information, we display products and content we feel you might interest you. We will never sell personal information of clients or affiliates to any third party. Use of Order Information When you place an order, E-rehab requests information such as contact information, credit card number and demographic information. The contact information you provide is used to send you orders, company information and promotional material from our partners. You can opt out or opt in at any time. (See Opt Out/Opt In, below.) Your financial information is used for the sole purpose of billing you for products and services. Demographic data is collected to personalize future visits by displaying the content we feel would interest you most. Use of Online Survey Information To participate in our online surveys, you will be required to supply contact and demographic information. E-rehab uses this data to send you information about the company. We might use this information to contact you as necessary. However, you may opt out of or opt-in to our mailings at any time. (See Opt Out/Opt In, below.) Demographic and profile data is also collected at our site and used to personalize future visits by displaying the content we feel would most interest you. Use of Information Collected in Contests To participate in our contests, you will be required to supply contact and demographic information. E- rehab, LLC uses this data to send you information about the company. We might use this information to contact you as necessary. However, you may opt out of or opt in to our mailings at any time. (See Opt Out/Opt In, below.) Demographic and profile data are collected at our site and used to personalize future visits by displaying the content we feel you would most interest you. Public Forums Guidelines E-rehab, LLC may offer chat rooms and bulletin boards. Please note that information that is disclosed in these arenas becomes public. Use caution in disclosing any personal information. Children's Guidelines We do not collect or use any online contact information or identifiable off-line contact information about a child without parental consent. We do not distribute personally identifiable information about children without parental consent. We do not give children the ability to post or distribute personal information without prior consent. We do not entice children with games or contests that would encourage them to disclose personal information. Opt Out/Opt In E-rehab allows users to opt out of receiving from us or our partners. To opt out of our mailing list you can send to a remove mailing list. HIPAA BUSINESS ASSOCIATES AGREEMENT
10 We, the Client (hereinafter referred to as Covered Entity ) and E-rehab, hereby agree to follow all administrative procedures implemented to guard the integrity and confidentiality of electronically transmitted data according to HIPAA security standards as follows: If a E-rehab receives any individually identifiable health information from Covered Entity ( Protected Health Information or PHI ), or creates or receives any PHI on behalf of Covered Entity, E- rehab shall maintain the security and confidentiality of such PHI as required of Covered Entity by applicable laws and regulations, including the Health Insurance Portability and Accountability Act of 1996 ( HIPAA ) and the regulations promulgated there under. Without limiting the foregoing: a) Use of PHI E-rehab shall not use PHI otherwise than as expressly permitted by this agreement, or as required by law. However, E-rehab may use PHI for purposes of managing its internal business processes relating to its functions under this agreement. b) Disclosure of PHI a. Disclosure to third parties. E-rehab shall not disclose PHI to any other person (other than members of E-rehab s workforce), except as approved by Covered Entity in writing. Any such disclosure shall be made only upon the written agreement of the subcontractor to be bound by the provisions of this section, for the express benefit of E-rehab and Covered Entity. b. Disclosure to workforce E-rehab shall not disclose PHI to any member of its workforce unless E-rehab has advised such person of E-rehab s obligations under this section, and of the consequences for such person and for the E-rehab of violating them. E-rehab shall take appropriate disciplinary action against any member of its workplace who uses or discloses PHI in contravention of this agreement. c. Safeguards E-rehab shall use appropriate safeguards to prevent use or disclosure of PHI otherwise than as permitted by this agreement. E-rehab shall provide Covered Entity with such information concerning such safeguards as Covered Entity may from time to time request, and shall, upon reasonable request, give Covered Entity access for inspection and copying to E-rehab s facilities used for the maintenance or processing of PHI, and to its books, records, practices, policies and procedures concerning the use and disclosure of PHI, for the purpose of determining E-rehab s compliance with this agreement. d. Accounting of Disclosures E-rehab shall maintain a record of all disclosures of PHI made otherwise than for the purposes of this agreement, including the date of the disclosure, the name and, if known, the address of the recipient of the PHI, a brief description of the PHI disclosed, and the purpose of the disclosure. E-rehab shall make such record available to Covered Entity on request. e. Reporting E-rehab shall report to Covered Entity any authorized use or disclosure of PHI by E-rehab or its workforce or contractors, and the remedial action taken or proposed to be taken with respect to such use or disclosure. f. Disclosure to U.S. Department of Health and Human Services If Covered Entity is required by law to obtain the following undertaking from E-rehab, E-rehab shall make its internal practices, books, and records relating to the use and disclosure of health information received from Covered Entity (or created or received by E-rehab on behalf of Covered Entity) available to the Subscriber and to the Secretary of the United States Department of Health and Human Services, for purpose of determining the Covered Entity s compliance with HIPAA. g. Access by Individuals Within ten (10) days of request by Covered Entity, E-rehab shall permit any individual whose PHI is maintained by E-rehab to have access to and to copy his or her PHI, in the format requested unless it is not readily producible in such format, in which case it shall be produced in hard copy format. h. Correction of PHI Amend PHI maintained by E-rehab in such manner as Covered
11 Entity may from time to time request. i. Amendment Upon the enactment of any law or regulation affecting the use or disclosure of PHI, or the publication of any decision of a court of the United States or of this state relating to any such law, or the publication of any interpretive policy or opinion of any governmental agency charged with the enforcement of any such law or regulation, Covered Entity may, by written notice to E-rehab, amend this agreement in such manner as Covered Entity determines necessary to comply with such law or regulation. If E-rehab disagrees with any such amendment, it shall so notify Covered Entity in writing within thirty (30) days of Covered Entity s notice. If the parties are unable to agree on an amendment within thirty (30) days thereafter, either of them may terminate this agreement on written notice to the other. j. Breach Without limiting the rights of the parties pursuant to section [refer to general section on breach] of this agreement, if E-rehab breaches its obligations under this section, Covered Entity may, at its option: i. Exercise any of its rights of access and inspection under paragraph 3 under this section; ii. Require E-rehab to submit to a plan of monitoring and reporting, as Covered Entity may determine necessary to maintain compliance with this agreement; and such plan shall be a part of this agreement. iii. Terminate this agreement, with or without an opportunity to cure the breach. Covered Entity s remedies under this section and section [refer to general section on breach] shall be cumulative, and the exercise of any remedy shall not preclude the exercise of any other. k. Procedure upon Termination Upon termination of this agreement E-rehab shall return or destroy all PHI that it maintains in any form, and shall retain no copies of such information or, if the parties agree that return or destruction is not feasible, it shall continue to extend the protections of this agreement to such information, and limit further use of the information to those purposes that make the return or destruction of the information infeasible.