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Terms of Service

• These terms of service (which we'll refer to below as the "Agreement") are a contract between you and AnywhereWorks, Inc. dba AnswerConnect (which we'll refer to below as just "AW"). This Agreement will govern your use of AW's products and services and all other aspects of your commercial relationship with AW, so please read it carefully. By using or continuing to use AW's products and/or services, you agree to each of the terms and conditions below.

AW'S SERVICES

• In exchange for the payments associated with the plan you've selected, AW will make its live call answering services (the "Services") available to you in accordance with this Agreement and the plan's terms, which are shown in the confirmation email you received following sign-up. You agree to access and use the Services solely for lawful business or professional purposes, and to abide by AW's policies regarding the use of the Services, as those policies may change from time to time. You further agree not to sell, transfer, license, or otherwise make available the Services to any third person without AW's prior written consent. You acknowledge that particular features of the Services may change from time to time, with or without prior notice. You agree that, upon written notice, AW may change your plan or pricing on a prospective basis. You agree that the software and systems through which AW delivers the Services are proprietary to AW and shall in all events remain the exclusive property of AW.
• After sign up, you'll receive credentials (i.e., a username and password) with which you can access the Services and/or various features associated with the Services (e.g., the written messages that AW's agents take on your behalf) (your "Credentials"). You acknowledge that it is your sole responsibility to safeguard your Credentials from unauthorized disclosure or use, and you authorize AW to provide access to the Services to any person who presents your Credentials. AW may offer integrations with various other products and services, some of which require separate credentials to access. In the event you provide your credentials to any other product or service to AW, you authorize AW to use those credentials, and to access and use the account(s) with which they are associated and any data contained therein, for any purpose reasonably related to AW's provision of the Services.
• In order to deliver the Services, AW needs your permission to perform various tasks with the calls and messages that it handles on your behalf. Accordingly, you agree that AW may (i) patch calls from third parties to you to the telephone number(s) that you provide to AW for those purposes; (ii) create and maintain written records of messages from third parties to you that AW takes on your behalf; (iii) send notifications that include the contents of, and other information related to, such messages to the email address(es) and/or telephone number(s) that you provide to AW for those purposes; (iv) collect, store, and use for business purposes whatever personal or business information you provide to AW in connection with the Services; (v) listen to and record your voice while using or interacting with the Services; (vi) contact you using the email address(es), telephone number(s), and whatever other contact information you provide to AW; and (vii) take all other steps that are reasonably necessary in order for AW to deliver the Services. You agree to inform AW immediately and in writing if any of your email address(es) or telephone number(s) should no longer receive patched calls or message notifications; you acknowledge that, unless and until you do so, AW will continue to patch calls and/or send such notifications to the email address(es) and/or telephone number(s) that you previously provided for those purposes.
• You further agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from your employees, agents, and all other persons who use or interact with the Services in any way on your behalf. Similarly, you agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from third parties who use or may use the Services to communicate with you.

BILLING AND PAYMENT

• You will incur the monthly charge(s) associated with the plan you've selected for each whole or partial month during which this Agreement remains in effect, plus any applicable taxes, duties, or other additional payments required by law, which you authorize AW to collect from you. If you exceed your allotted minutes in a month, you will be charged for all additional minutes used during that month at the overage rate associated with the plan you've selected. You acknowledge that you will be charged in whole-minute increments, and that any partial minutes will be rounded up to the nearest whole minute. You further acknowledge that chargeable call time includes all time spent by AW's agents answering calls or performing other work on your behalf, including, for example, hold time and time spent patching a customer call forward.
• You agree to pay to AW the full amount of each monthly invoice you receive by the due date listed on the invoice. You authorize AW to send your invoices to the primary email address you provided during sign-up, and to inform AW immediately and in writing of any change to that email address or your other billing information. If you have provided AW with your credit card information or enabled any other automatic payment method (e.g., ACH, PayPal, etc.), you authorize AW to charge the amount of each of your monthly invoices to your credit card or via such other automatic payment method immediately upon each invoice's issuance. You further authorize AW to charge your credit card or such other automatic payment method immediately in the event that you accrue any overage charges. You agree to inform AW immediately of any change in your credit card or other payment information, which shall be in writing. You guarantee and warrant that you are the legal owner of such credit card or the account associated with your automatic payment method, and that you are legally authorized to accept charges from AW.

TERM AND TERMINATION

• This Agreement will continue on a month-to-month basis until you or AW terminates it in accordance with this paragraph. This Agreement will be in effect for a minimum period of 90 calendar days. Following that period, either you or AW may terminate this Agreement at any time, for any or no reason, upon written notice to the other party. Notwithstanding any of the foregoing, AW may terminate this Agreement at any time if, in its sole discretion, it determines that you have violated any provision of this Agreement or AW's policies regarding the use of the Services, as those policies may change from time to time. Notwithstanding any of the foregoing, the parties expressly acknowledge that the provisions of the following sections ("DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION" and "MISCELLANEOUS") will survive the termination of this Agreement, and that the termination of this Agreement will not be deemed to extinguish, or construed as a waiver of AW's right to enforce, any obligation that arose during the term of this Agreement.

DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION

• EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, AW FURNISHES THE SERVICES "AS IS", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In particular, but without limiting the foregoing, AW cannot and does not warrant that it will have sufficient resources to handle unexpected increases in call volumes, that the Services will be error-free, or that the Services will operate without delays or interruptions; AW expressly disclaims any and all warranties to that effect.
• AW'S ENTIRE LIABILITY ON ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE LIMITED, IN THE AGGREGATE, TO THE AMOUNT PAID BY YOU TO AW OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT(S) GIVING RISE TO SUCH CLAIMS. IN NO EVENT SHALL AW BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOST REVENUE, OR LOSS OF GOODWILL) ON ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
• You agree to indemnify, defend, and hold harmless AW from and against any and all claims, losses, demands, liabilities, fines, penalties, costs, and expenses suffered or incurred by AW as a result of, or in connection with, any third party or governmental claim or cause of action against AW (including, but not limited to, all attorneys' fees and costs incurred in defending against such claim or cause of action) where the claim or cause of action was or is alleged to have been caused, in whole or in part by, or is related to (1) any wrongful act or omission by you, your employee(s), or your other agent(s), including, without limitation, any breach of this Agreement; or (2) the method chosen by you for AW to access your PHI.

MISCELLANEOUS

• This Agreement supersedes all previous agreements between you and AW, in whatever form, and (except for terms describing the monthly charges, overage charges, and allotted monthly minutes associated with the plan you've selected) constitutes the full, final, and entire agreement between you and AW regarding this Agreement's subject matter. You acknowledge and agree that all promises, representations, statements, and other information that wholly or partly induced you to enter into this Agreement are contained expressly herein. In delivering the Services, AW shall act solely as an independent contractor, and nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, or employment relationship between you and AW or any of AW's employees or other agents.
• This Agreement will be construed in accordance with, and all claims relating in any way to your commercial relationship with AW will be governed by, the laws of the United States and the State of North Carolina, excluding the latter's rules regarding conflict of laws. Any dispute arising out of or related in any way to this Agreement, an alleged breach thereof, or any other aspect of your commercial relationship with AW shall be settled exclusively by binding arbitration to take place in North Carolina under the Commercial Arbitration Rules of the American Arbitration Association. You agree that the arbitrator(s) in any such arbitration shall have full authority to decide and rule on all aspects of the dispute, including, but not limited to, the issue of the dispute's arbitrability. You further agree (i) that you will not assert any class, collective, or representative action claims against AW, whether in arbitration or otherwise, which actions are hereby waived, and (ii) that, in the event of a dispute, you shall submit only your own, individual claim(s) in arbitration and will not seek to represent the interests of any other person or entity.
• A failure or delay by either party to enforce any term of this Agreement shall not constitute a waiver of that party's right to enforce that term or any other term of this Agreement. The provisions of this Agreement may be amended or waived only in a writing signed or otherwise approved by AW. The provisions of this Agreement are severable, and if any provision hereof is held to be invalid, illegal, or unenforceable in any respect, it shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. AW may assign this Agreement without prior notice. You acknowledge and agree that the rights and obligations imposed by this Agreement are unique and personal to you, and that you may not assign this Agreement without AW's written consent.

COMPLIANCE

• You hereby warrant and represent to AW that you are a Covered Entity or a Business Associate acting on behalf of a Covered Entity within the meaning of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA")
• You and AW each agree to the terms of the Business Associate Agreement attached to this Agreement as Schedule A (the "BAA"), and the BAA is incorporated into and is a part of this Agreement. You also agree that you will only allow your employees or your representatives who have received HIPAA training and who are authorized by you to have access to Protected Health Information as defined by HIPAA ("Your HIPAA Authorized Personnel") to access, request access to, and/or download or otherwise export, information that is or may be considered to be Protected Health Information. To the extent that your employees or representatives who are not Your HIPAA Authorized Personnel access, request access to and/or download or export Protected Health Information, you accept all liability under HIPAA and other laws for such actions. Except for the terms of this paragraph, in the event of a conflict between the BAA and the other terms of this Agreement, the terms of the BAA will control.
• If you choose to use a third-party integration service to interact with AW (such as, for example, AthenaHealth, Insightly, EClinical, TherapyNotes, Kareo, Google Suite, QuickBooks, Slack, Outlook, SalesForce) ("3rd-Party Service), you agree to the following: (1) the 3rd Party Service is not an agent or contractor of AW, and is not a Business Associate of AW under HIPAA; and (2) you and/or the 3rd Party Service are responsible for all actions, omissions and errors of or related to the 3rd Party Service, and for required compliance with applicable law relating to the 3rd Party Service, including, as applicable, HIPAA. AW makes no warranties, guarantees or representations concerning whether the services provided under this Agreement by AW are compatible or otherwise can be integrated with a 3rd Party Service, and your use of a 3rd Party Service to interact with AW is solely at your risk.

Business Associate Agreement

• This Business Associate Agreement ("Agreement") is by and between AnswerConnect ("Business Associate") and ("Covered Entity"). (Hereinafter Covered Entity and Business Associate are collectively referred to as the "Parties.")
• This Agreement is entered into to comply with the HIPAA Privacy and the HIPAA Security Regulations regarding Protected Health Information ("Protected Health Information" or "PHI") promulgated by the Secretary of the U.S. Department of Health and Human Services ("HHS") under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA").
• These regulations are found at 45 CFR Parts 160, 162 and 164 ("HIPAA Regulations"). Nothing herein shall be construed to impose additional rights or responsibilities on either Party that are not specifically required by HIPAA and/or the HIPAA Regulations.
• Terms used in this Agreement shall have the same meaning as those terms are defined or used in HIPAA and the HIPAA Regulations.
• This Agreement defines the terms and conditions pursuant to the use, disclosure, provision, receipt, handling, and destruction of PHI by and between the Parties as follows:

1. Permitted uses and disclosures of PHI by Business Associate

• a. The Business Associate provides telephone answering services to Covered Entity, which may include some or all of the following: message taking, appointment scheduling, medical service dispatch, or other communications services.
• b. Except as otherwise limited in this Agreement, Business Associate may use and/or disclose PHI in order to perform telephone answering services for, or on behalf of, Covered Entity, provided that such uses and disclosures would not violate the HIPAA Privacy Regulations if done by Covered Entity.
• In addition to the permitted uses and disclosures of PHI, the Business Associate may also use PHI for its own management and administration and to carry out its legal responsibilities, provided that, with respect to disclosure of Covered Entity's Protected Health Information, either:
  • 1) The disclosure is Required by Law; or
  • 2) Business Associate obtains reasonable assurances from any person or entity to which Business Associate will disclose Covered Entity's Protected Health Information that the person or entity will hold Covered Entity's Protected Health Information in confidence and use or further disclose Covered Entity's Protected Health Information only for the purpose for which Business Associate disclosed Covered Entity's PHI and will promptly notify Business Associate of any instance of which the person or entity becomes aware that a Breach or potential Breach has occurred with respect to Covered Entity's Protected Health Information.

2. Responsibilities of Business Associate with respect to PHI.

• Business Associate agrees not to use or disclose PHI other than as permitted or required by this Agreement or as required by law. Further, Business Associate agrees to:
• a) Comply with the HIPAA Regulations to the extent that they apply to Business Associates;
• b) Develop, implement, maintain, and use appropriate administrative, technical, and physical AnswerConnect safeguards to protect the privacy of Covered Entity's Protected Health Information;
• c) Develop, implement, maintain and use administrative, technical and physical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information that Business Associate creates, receives, maintains, or transmit on Covered Entity's behalf as required by the HIPAA Security Rule;
• d) Report any known unauthorized use and/or disclosure of PHI and any Security Incidents to Covered Entity;
• e) Ensure that any subcontractor, agent, or other third party to which Business Associate provides PHI agrees to the same terms and conditions governing PHI to which the Business Associate agrees;
• f) Assist Covered Entity upon receipt of Covered Entity's written request to make PHI available to patients upon their individual requests as appropriate;
• g) Make PHI available for amendment when notified to do so by Covered Entity;
• h) Assist Covered Entity upon receipt of Covered Entity's written request to provide an accounting of disclosures of PHI for a patient;
• i) Assist Covered Entity with complying with any other request of a patient regarding his or her PHI that is required by the HIPAA regulations, as directed by Covered Entity;
• j) Make its practices and records relating to the use and disclosure of PHI available to HHS if requested to do so in order to assist HHS in determining Covered Entity's compliance with the HIPAA Privacy Regulations;
• k) Store, preserve, and/or destroy PHI, which become ordinary business records of Business Associate, according to the ordinary business standards for telephone answering services; and
• l) If feasible, return to the Covered Entity, quarantine, or destroy, as requested by the Covered Entity, upon termination of this Agreement, all PHI handled on behalf of Covered Entity. If such a return or destruction is not feasible, the Business Associate must quarantine PHI, limiting further use and disclosures for a period of up to six (6) years, at which point the quarantined PHI will be destroyed.

3. Responsibilities of Covered Entity with respect to PHI

• Covered Entity agrees to:
• a) Notify Business Associate of any changes in the Business Associate's permission to use or disclose PHI;
• b) Only request that Business Associate use and/or disclose PHI in a manner consistent with the manner permissible for Covered Entity under the HIPAA Privacy Regulations;
• c) Pay Business Associate customary rates for any work done on behalf of Covered Entity pursuant to this Agreement that is outside the scope of services identified in the AnswerConnect Service Agreement between the Parties;
• d) Notify Business Associate, in writing, of the identity of Covered Entity's Privacy Officer and notify any Covered Entity personnel changes that affect with whom Business Associate communicates regarding matters relating to the HIPAA Regulations;
• e) Request from Business Associate, in writing, an accounting of disclosures of PHI for a patient in the event of an individual's appropriate request to Covered Entity;
• f) Notify Business Associate, in writing, of any amendments necessary to PHI used and/or disclosed by Business Associate on behalf of Covered Entity; and
• g) Notify Business Associate, in writing, of any changes that Covered Entity has agreed to adhere to with regard to the use and/or disclosure of any patient's PHI that varies from the uses and/or disclosures as permitted by this Agreement.

4. Term and Termination

• a) This Agreement shall become effective on the Effective Date, the date of the second Party's signing of this Agreement, and unless otherwise terminated as provided herein, shall continue in effect until the terms of this Agreement regarding the PHI furnished to Business Associate on behalf of Covered Entity have been met.
• b) If Covered Entity, at any time, alleges that Business Associate has breached a material provision of this Agreement, Covered Entity may choose one of the following courses of action:
  • 1) Covered Entity may terminate this Agreement immediately with written notice of its intent specifying the alleged material breach that provides basis for such termination. Such termination shall be effective upon receipt of the notice to Business Associate.
  • 2) Covered Entity may provide Business Associate with written notice of the alleged material breach and afford Business Associate an opportunity to address the alleged breach during a sixty (60) day period. Failure to address alleged breach within sixty(60) days after notice from Covered Entity shall constitute grounds for Covered Entity to immediately terminate this Agreement with written notice of its intent specifying the alleged material breach that provides basis for such termination. Such termination shall be effective upon receipt of the notice to Business Associate.
  • c) Upon termination of this Agreement, Business Associate shall destroy or return to Covered Entity all PHI collected and stored on behalf of Covered Entity. This provision extends to PHI in the possession of any third party who handled PHI on behalf of Business Associate for Covered Entity. Business Associate, and any third party affiliates, shall not retain any copies of such PHI. If Business Associate determines that return or destruction of all such PHI is infeasible, Business Associate shall provide written notification and explanation to Covered Entity. Business Associate shall limit further uses and disclosures of such PHI for so long as return or destruction is infeasible.

5. Miscellaneous

• a) This Agreement may not be modified nor any provision contained herein be modified or waived except by a mutually signed authorization by both Parties. A waiver regarding one event shall not be construed as continuing to any subsequent event.
• b) In the case of a discrepancy with respect to issues of HIPAA law between this Agreement and any other Agreement between the Parties, the terms of this Agreement shall prevail. In the case of an unacceptable discrepancy between the requirements imposed by this Agreement and those imposed by HIPAA law and the HIPAA Regulations, as amended, HIPAA law and the HIPAA Regulations shall prevail.
• c) This Agreement is only intended by and between the Parties and no provision of this Agreement, its rights, remedies, responsibilities, or liabilities, shall be construed to apply to any third party. The relationship between the Covered Entity and Business Associate shall solely be that of independent contractors engaged in the operation of their own respective businesses.
• d) The provisions of this Agreement will be deemed severable, and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.
• e) This Agreement and all claims relating to the relationship between the Parties will be governed by, enforced, and interpreted under HIPAA and the laws of the State of Oregon.
• f) This Agreement supersedes any other Business Associate Agreement currently in effect among or between the Parties to this Agreement.
• g) This Agreement may be executed in multiple counterparts, all of which together will constitute one agreement, even though all parties do not sign the same counterpart.

Privacy Officer, or other designated personnel (ref. Section 3.d above):