Terms of Use of the Telehealth Module

Term of Addendum

Following the onboarding of the Telehealth module, and unless cancelled by Customer or governed by a signed amendment, this Addendum will continue in force for an initial term as follows:

• One month from the beginning of the on-boarding process for all Per Visit Price extensions; and
• Following this initial term, this Addendum will automatically renew for extension terms of one months for Per Visit, respectively.
• Either party shall be entitled to terminate this Addendum by providing the other party no less than thirty (30) days prior to the end of the Initial Term or any renewal term.

ADDATech Warranty

ADDATech represents and warrants that it has the right and authority to license, deploy, support and maintain the Telehealth Services to the Customer, subject to the terms and conditions of the Service Agreement and this Addendum and that the Virtual Visit Services will provide the data security and privacy protections required by the Service Agreement.

Customer Acknowledgments and Agreements

In respect of the use of the Telehealth Services, Customer understands, acknowledges, and agrees that:

• the Telehealth Services are video-based services that are not designed nor intended to deliver critical or emergency communication between users;
• the Telehealth Services are not expected to perform at the same level of performance and/or reliability expected of medical devices used in the delivery of critical medical care environments;
• the Telehealth Services are not a substitute for any medical facility’s current systems of administering and safeguarding care services, medical treatment and/or medicine;
• the Virtual Visit Services are dependent upon a number of factors beyond ADDATechs’s control, including, but not limited to, the operation of hardware and network services provided by third parties;
• there may be occasional communication failures or delays in the connectivity of the Telehealth Services that are beyond ADDATEch’s control;
• with regard to any third party threatened or asserted claims or actions, including for personal injury, tort, medical malpractice, or for other acts, errors, or omissions in the delivery of personal care, medical care or medical information, or that otherwise arise out of or are in any way connected with Customer’s access to or use of the Telehealth Services, Customer shall agree to be responsible for their own acts and behavior and all results thereof; and
• it shall remain solely responsible for maintaining appropriate administrative, physical, and technical safeguards for protecting the privacy, security, confidentiality, and integrity of all data or information belonging to or created by Customer’s use of the Virtual Visit Services.

Disclaimer

THE WARRANTIES STATED ABOVE ARE THE SOLE WARRANTIES AND REMEDIES FOR CUSTOMER AND EXCLUSIVE OBLIGATIONS OF ADDATECH RELATED TO THE VIRTUAL VISIT SERVICES.

Limitations of Liability for Professional Services

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, NEGLIGENCE, TORT, STATUTORY DUTY OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS ADDENDUM OR THE VIRTUAL VISIT SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE SERVICES AGREEMENT, THE MAXIMUM LIABILITY OF ADDATECH TO ANY PERSON, FIRM OR CORPORATION WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH THE TELEHEALTH SERVICES OR DELIVERABLES SHALL BE THE AMOUNT PAID BY CUSTOMER FOR SUCH SERVICES. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF THE PARTIES ARISING FROM THIS ADDENDUM.

Entire Addendum

This Addendum, together with any attached exhibits that are incorporated by reference, and the Service Agreement and its associated Order Forms, constitute the complete agreement between the parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Addendum and such exhibits.

SCHEDULE A

COMMERCIAL TERMS

Our Telehealth module provides a secure, 1-to-1 video connection to enable remote care and provide integration with a customer’s existing Clinicmaster platform, including billing, payroll, EMR and visit verification.