Updated January 1, 2024

Welcome to EyeAppoint, provided by EyeAppoint, LLC (“EyeAppoint” or “Company”). These EyeAppoint Terms of Service, Legal Notices, and Agreements (“Terms” or “Agreement”) govern the use of EyeAppoint software applications and services (“Services”). To access the Service, you must at all times agree to and abide by these Terms.

These Terms constitute a legal contract between you, the representative who is authorized to legally bind a single company, organization, or entity (“you” or “Client”) and EyeAppoint regarding your use of the service. For purposes of these Terms, “you” or “Client” also refer to the Client’s end users of the Service. EyeAppoint may have different roles with respect to different types of end users of the Service, and “you” as used in these Terms will apply to the appropriate type of end user of the Service under the circumstances.

Please carefully read these Terms. By executing an Order, you signify that you have read, understood, and agree to be bound by the Terms, which hereby incorporate the following:

  • Definitions
  • Terms of Service
  • Business Associate Agreement


Section A – Definitions

General Definitions – The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information (PHI), Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

    1. EyeAppoint or Company – “EyeAppoint” or “Company”, refers to EyeAppoint, LLC and DBA of iAppoint, and shall generally have the same meaning as the term “business associate” at 45 CFR 160.103.
    2. Client – “Client” or “you” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103.
    3. Order – “Order” or “Order Form” refers to the software and services to be provided by EyeAppoint to the Client outlined on their signed order form.
    4. Parties – the “Parties” refers to EyeAppoint and the Client collectively.
    5. HIPAA Rules – “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.
    6. Fees – “Fees” refers to any recurring charges, setup fees, clean up fees, or other charges the Company bills to the Client.
    7. Flex – “Flex” refers to an agreement term of a month to month with payments being made monthly.
    8. Monthly – “Monthly” refers to an agreement term of 12 months with payments being made monthly.
    9. Preferred – “Preferred” refers to an agreement term of 12 months with one annual payment.
    10. Effective Date – “Effective date” refers to the date the Agreement between Client and EyeAppoint begins. This date is found on the Clients Agreement.
    11. Out-of-Scope – “Out-of- scope” refers to customizations that change the identity or the basic functionality of the service being provided.
    12. Confidential Information – “Confidential Information” means any non-public information provided by Client or the Company that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.
    13. Data – “Data” refers to confidential information, PHI, and any other information housed in EyeAppoint systems or servers.
    14. Property – “Property” refers to physical property or technological property, including but not limited to software, hardware, login information, etc.
    15. Notice – “Notice” refers to any written notice sent between Parties via in-person delivery, mail, or email. Notices delivered personally shall be deemed communicated as of actual receipt; emailed and mailed notices shall be deemed communicated as of five (5) days after mailing.


Section B – Terms of Service

  1. Modification of Terms – EyeAppoint reserves the right, at its sole discretion, to change, supplement or remove all or part of these Terms at any time. When revisions are made they will be made available to Client via the Company website and a notification email will be set to Client. If any such revision is unacceptable to you, your only remedy is to terminate your Service. Your continued use of the Service following any revision to these Terms will mean you accept all of the updated terms and conditions.
  2. License Grant – Subject to the terms and conditions of these Terms, EyeAppoint hereby grants to you a limited, personal, non-transferable and revocable license to access and use the Service in the manner contemplated by these Terms solely for your internal business purposes. You have no right to sub-license or resell the Service or any component thereof.
  3. Opt-Out Period – Clients may opt-out of this agreement at any time within 7 days of the effective date, with the exception of Insurance Verification. Insurance Verification has an extended opt-out period of 60 days from the effective date, without effect to other services.
  4. Renewal – The Client will receive notice of renewal at least 30 days prior to their renewal date using the email address provided. If Client does not sign renewal or give notice of termination, this Agreement will automatically renew for an additional 12-month period at the current market rates for services listed on the Order Form.
  5. Term and Termination
    1. Term – The term of this Agreement shall be effective as of date listed on your Order Form and shall terminate on the date the Client terminates as authorized in paragraph (2.a) or (2.b) of this section.
    2. Termination for Cause – Either party may terminate these Terms upon thirty (30) days’ advance written notice if:  (a) the other party has breached these Terms (including through non-payment of amounts owed) and has not cured such breach within 10 days from written notice or (b) the other client becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, initiates or becomes subject to any proceeding under any bankruptcy or insolvency law, or has wound up or liquidated its business.
    3. Termination for Convenience –  Client may terminate this Agreement without cause with minimum 30 days’ notice. If the Client is in a contract term (Monthly or Preferred Agreements) an early termination fee of 50% of the remaining contractual obligation comes due. Termination of Flex non-contractual (month-to-month) services also requires 30 days’ notice, but no early termination charges are recognized.
  6. Entire Agreement – This Agreement is an independent document and constitutes the entire agreement between the Parties, and supersedes any and all other Agreements, either oral or in writing, between the parties hereto. Each party of this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed and dated by all parties hereto.
  7. Agreement Modifications – This Agreement constitutes the full understanding of the Parties and may not be amended, modified, or canceled except in writing signed by both parties or as allowed by the Terms of this agreement. Should any provision of this Agreement be deemed void, the remaining parts shall not be affected and will continue.Client may request agreement to be upgraded to Monthly or Preferred agreements at any time. The initial 12-month agreement will be prorated to the next renewal date if the client switches from a Flex agreement to either a Monthly or Preferred agreement. Client may downgrade to a new agreement type only at the time of renewal.Client may add a service or product at any time during their agreement. Clients with a Monthly or Preferred agreement may remove services only at the time of renewal except for applicable opt out periods or as allowed in section 5.2. If Client wishes to remove a service and not cancel the entirety of their agreement the removed service will incur an early cancellation fee as outlined in section 5.3.
  8. Partial Invalidity – If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
  9. Payment – Payments will be made on a recurring basis determined by the agreement type (Flex, Monthly, or Preferred) and is recorded on the Order Form. These payments can be set to use a Credit or debit Card or an ACH withdrawal as the payment method.
  10. Payment Default – In the event Client defaults in the payment of any fees to be paid to the Company, the Client will be notified and have 30 days from the time of notification to pay the outstanding balance. If the Client doesn’t pay the outstanding balance services will be disrupted until balance is current.
  11. Compensation – Client understands that all compensation paid to the Company is for services rendered with no guarantee of results. Such compensation shall become due and payable as set forth in Clients Order Form. Additional services or out-of-scope customizations will incur additional costs at the discretion of EyeAppoint. Client will be notified of these fees before they are accrued.
  12. Return of Property – Upon termination of this Agreement, or whenever requested by the parties in writing, each party shall immediately deliver to the other party, or if requested by the other party to destroy, all property in its possession or under its care and control.
  13. Notices – Any notice to be given in this Agreement by Client or Company to the other may be given by personal delivery in writing, email, or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at their business addresses as set forth in this Agreement, but each party may change its address by written notice in accordance with this paragraph.
  14. Security
    1. EyeAppoint implements and maintains appropriate technical and organizational measures to protect Data from unauthorized access, use, modification, deletion, loss, or disclosure. These measures are designed to protect the security of Data contained within EyeAppoint Services.
    2. Access to Data is limited to only those subcontractors and personnel who have a need to know.  EyeAppoint will ensure that its subcontractors and personnel authorized to access Data are bound by appropriate obligations of confidentiality.
    3. Client is responsible for properly configuring and using the Service and taking steps to maintain appropriate security, protection, and backup of Data outside of EyeAppoint Services.
  15. Search Engine Optimization (SEO)
    1. The Company does not represent nor warrant that the SEO activities will increase revenue, drive online traffic, or encourage any particular call to action on Client’s behalf including, but not limited to, calling, opting in, commenting or sales.
    2. The Company shall not assume liability and therefore shall not be liable to Client for any loss or damages sustained by Client as a result of loss of income, negative return on investment, or any other cause.
  16. Non-solicitation and Confidentiality – Client may not use any of EyeAppoints’s Confidential Information, data, or other content relating to the Service in any manner, and shall not use any such information to compete, directly or indirectly with the Company, or solicit any competitor of EyeAppoint.
  17. Non-recruit – Parties shall not, during this Agreement and for a period of one (1) year immediately following termination of this Agreement, either directly or indirectly, recruit any of the other party’s employees for any purpose without written consent.
  18. Non-discrimination – Parties are encouraged to treat all company employees, customers, clients, business partners and other affiliates with respect and responsibility. Parties are required to comply with all laws, ethical codes and company policies, procedures, rules or regulations, including those forbidding sexual or other harassment, discrimination, and unfair business practices.
  19. Legal Notices
    1. Client agrees to and shall indemnify and hold the Company harmless and its employees, agents, assigns, and subcontractors, from and against all claims, lawsuits, including reasonable attorneys’ fees and losses, asserted against and alleged to be caused by Company’s performance. The parties agree that there are no third-party beneficiaries of this contract except as provided below.
    2. Client on its behalf and any insurance carrier waves any right of subrogation Client’s insurance carrier may otherwise have against Company or Company’s subcontractors arising out of this Agreement or the relation of the parties hereto.
    3. Client shall not be permitted to assign this Agreement without written consent of the Company. Company may sell, transfer, encumber or assign its right, title and interest in the monthly service fees owed under this Agreement to an assignee. Any assignee of Company will have all of Company’s rights under this Agreement to bill and collect the Fees owed under this Agreement.
    4. This Agreement shall be governed by, and construed under, the laws of the State which the client resides in. All controversies or disputes arising out of or relating to this Agreement or its subject matter which the Parties are unable to  resolve within thirty (30) days after written notice by one Party to the other, may be submitted by either or both Parties to nonbinding mediation, to be conducted in accordance with the commercial mediation rules and procedures of the American Arbitration Association, which  mediation will take place in Boise, Idaho. If the Parties are unable to resolve the matter by mediation, either Party may submit the same to binding arbitration to be conducted in accordance with the commercial arbitration rules and procedures of the American Arbitration Association, which arbitration will take place in Boise, Idaho. Executed as of the date and year first set forth above.
    5. In any litigation between the Parties, the prevailing party shall be entitled to legal fees. The parties waive trial by jury in any action between them. Any action by Client against Company must be commenced within one (1) year of the accrual of the cause of action or shall be barred. All actions or proceedings against the Company must be based on the provisions of this Agreement.
    6. Electronic signatures shall be deemed as fully enforceable valid signatures as if such signatures were an original signature as of the Effective date.
  20. Restrictions on Use & Unlawful Activity
    1. The actions of Client can have an impact on the Service as a whole. Accordingly, when using the Service, Client agrees not to do any of the following, or permit any of your end users, employees, contractors, agents, or representatives to:
      1. Use the Service:
        1. For any purpose that is unlawful or is restricted by any Governmental Authority or is otherwise prohibited by these Terms;
        2. To upload or transmit any material or content that the Company reasonably believes is offensive, inappropriate, pornographic, obscene, illegal, or otherwise objectionable to any person or entity; or
        3. To upload or transmit any material or content that is, facilitates, or encourages libelous, defamatory, discriminatory, or otherwise malicious or harmful speech or acts to any person or entity, including but not limited to hate speech.
  21. Suspension of Service – EyeAppoint reserves the right to suspend all or any part of the Service immediately without notice if the Company reasonably believes the Client is, or any activities conducted via or through the Service are: (a) in violation of these Terms or Applicable Laws; (b) your usage patterns or volumes are materially outside your regular usage patterns; (c) your activity is otherwise disruptive or harmful to the Company or any third party as determined at Company discretion; and/or Company failure to take action shall not be deemed a waiver of this right.


Section C – Business Associate Agreement

This Business Associate Agreement (the “BAA”), is made as and agreed in the Effective Date, by and between EyeAppoint and the Client listed on the Agreement (collectively the “Parties”) to comply with privacy standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45  C.F.R. parts 160 and 164 (“the Privacy Rule”) and security standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45  C.F.R. parts 160, 162 and 164, subpart C (“the Security Rule”), and the Health Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 and regulations promulgated thereunder and any applicable state confidentiality laws.

WHEREAS, EyeAppoint provides online patient portal to allow patients schedule appointment, update insurance information, and medical history on behalf of Client;

WHEREAS, in connection with these services, Client discloses to the Company certain protected health information that is subject to protection under the HIPAA Rules; and

WHEREAS, the HIPAA Rules require that Client receive adequate assurances that the Company will comply with certain obligations with respect to the PHI received in the course of providing services to or on behalf of Client.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


Obligations and Activities of Business Associate

Business Associate agrees to:

  1. Not use or disclose protected health information other than as permitted or required by the Agreement or as required by law;
  2. Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement;
  3. Report to Client any use or disclosure of protected health information not provided for by the Agreement of which it becomes aware, including breaches of protected health information as required at 45 CFR 164.410, and any security incident of which it becomes aware;
  4. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit protected health information on behalf of EyeAppoint agree to the same restrictions, conditions, and requirements that apply to the company with respect to such information;
  5. Make available protected health information in a designated record set to the Client as necessary to satisfy client’s obligations under 45 CFR 164.524;
  6. Make any amendment(s) to protected health information in a designated record set as  directed or agreed to by the Client pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy cClient’s obligations under 45 CFR 164.526; The Company agrees to rectify any incident within a 48 hour period of written notice. Written notice may be via email or mail.
  7. Maintain and make available the information required to provide an accounting of disclosures to the Client as necessary to satisfy Client’s obligations under 45 CFR 164.528;
  8. To the extent the Company is to carry out one or more of Client’s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Client in the performance of such obligation(s); and
  9. Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.


Permitted Uses and Disclosures

  1. EyeAppoint may not use or disclose protected health information in a manner that would violate Subpart E of 45 CFR Part 164 if done by a Client.
  2. EyeAppoint may provide data aggregation services relating to the health care operations of the Client.


Provisions for Covered Entity to Inform Business Associate of Privacy Practices and   Restrictions

  1. Client shall notify the Company of any limitation(s) in the notice of privacy practices of Client under 45 CFR 164.520, to the extent that such limitation may affect the Company’s use or disclosure of protected health information.
  2. Client shall notify the Company of any changes in, or revocation of, the permission by an individual to use or disclose his or her protected health information, to the extent that such changes may affect the Company’s use or disclosure of protected health information.
  3. Client shall notify the Company of any restriction on the use or disclosure of protected health information that Client has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect the Company’s use or disclosure of protected health information.


Permissible Requests

  1. Client shall not request the Company to use or disclose protected health information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Client.


Miscellaneous

  1. Amendment – The Client and Company agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.
  2. Interpretation – Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules


Termination

  1. Upon termination of this Addendum for any reason, EyeAppoint, with respect to PHI received from Client or created, maintained, or received by EyeAppoint on behalf of Client, shall:
    1. Retain only that PHI which is necessary for EyeAppoint to continue its proper management and administration or to carry out its legal responsibilities;
    2. Return to Client or destroy the remaining PHI that EyeAppoint still maintains in any form; and
    3. If and to the extent that such return or destruction is impractical, continue to use appropriate safeguards and comply with the HIPAA Rules as to any Protected Health Information that EyeAppoint retains.