TERMS & CONDITIONS

  1. This Service Proposal is governed and forms part of the Addendum D, AdvancedMD Services Agreement, found below.
  2. Client must provide required information and authorize Virtual OfficeWare, LLC (VOW) to initiate ACH debit payments for monthly invoices. Client must send the completed ACH Authorization Form and provide a voided check to VOW.  This authorization will remain in full force and effect until termination of the Client Agreement and the full and final payment of all obligations of Client due under this VOW Agreement. Client agrees to be bound by all applicable terms and provisions of the ACH Rules or other applicable association or network, in effect from time to time. In the event Client changes the Designated Account, this authorization will apply to the new account.
  3. You will be invoiced and shall pay the AdvancedMD monthly Software as a Service License Fee set forth above. Starting in the first month of the agreed implementation, unless special discounts are provided, you will be invoiced monthly and pay the monthly license fee for each provider.
  4. Data Migration and conversion. If VOW is responsible for migration or conversion costs, the Client will fully reimburse VOW for data conversion and migration including Archive Hosting Fees for the Client’s previous clinical data if the client terminates the contract within 18 months of Go Live Date.  Any promotional “free months” given to the client will be added to the 18 months.
  1. Client will send all Orders through AdvancedMD. Client may send Orders through other approved electronic medical record system if Client is using the AdvancedMD Practice Management module only.
  1. Virtual OfficeWare will refund the full Deposit amount set forth above in the form of a credit or series of credits applied prospectively to Client’s invoices contingent upon Client’s first Go-Live Date occurring within 6 months following the Effective Date of the Agreement. If a practice does not go live within 6 months the deposit will not be refunded.
  1. Travel and living expenses are not included in the fees listed above. You will be responsible for paying all travel and living expenses for all services provided by VOW.
  1. To be valid, any discounts or special offers to the client (e.g., 1+ month free) are contingent upon the client’s first Go Live Date occurring within six (6) months following the Effective Date of the agreement. Months Free applicable to SaaS License Service only; add-on services are not included.
  1. Client is responsible for credit card fees and credit card machine/device
  1. Virtual OfficeWare (VOW) and the (Client) will establish Standard Operating Procedures/Processes (SOP) for all agreed to processes.  SOP’s will be established and updated for all agreed upon functions.  The SOP’s will define the roles and responsibilities of VOW and those of the Client as well as all dependencies.  Where feasible and appropriate metrics will be established for both VOW and the Client. Failure to follow, adhere to, or execute the SOP by the client may result in not achieving the expected results.
  1. Termination for nonpayment. VOW at its sole discretion may withhold services or terminate the contract for non-payment of invoices owing by Client overdue by 30 days or more.
  1. Patient Consents. Client is solely responsible for obtaining all necessary and appropriate patient consents and acknowledgments prior to utilizing the AdvancedMD services or submitting claims for payment in connection with any Telehealth services in accordance with Applicable Law and any applicable payer requirements.
  1. Client Acknowledgments. Client acknowledges and agrees that it has all consents, licenses and waivers and has fulfilled all legal obligations that are necessary to utilize AdvancedMD thereafter.  Client acknowledges that there may be legal requirements, limitations, or other restrictions for the rendering of medical care via AdvancedMD Telehealth imposed by Applicable Law or payer contracts. Client is solely responsible for ensuring its compliance, and its providers’ compliance, with Applicable Law and all applicable payer requirements related to the provision of Telehealth Services via AdvancedMD.
  1. The AdvancedMD solutions covered in this Proposal may be subject to a discount and/or warranty as described in this Proposal, which are intended to be structured consistent with the discount or warranty regulatory safe harbor, as applicable, to the federal anti- kickback statute set forth in 42 C.F.R. 1001.952(h) and (g), respectively, and other applicable laws and regulations. To the extent that the value of any discount or warranty item is known as of the Effective Date, that discount/warranty value is detailed in this Proposal and in the Additional Services section of the initial sales invoice. To the extent that the value of any discount or warranty is not known as of the Effective Date, AdvancedMD and VOW will provide to Client documentation of the calculation of the value of the discount/warranty identifying the specific goods or services purchased to which the discount/warranty will be applied at the time the discount/warranty is credited, earned, or redeemed. If applicable, Client must fully and accurately report the discount/warranty in its applicable cost report(s) filed with the U.S. Department of Health and Human Services (HHS) or applicable State agency. In addition, Client must provide, upon request of HHS or applicable State agency, information regarding the discount or warranty in accordance with the safe harbor regulations.

The information below is intended to clarify the credentialing, if required and purchased by Client, contracting and enrollment tasks within AdvancedMD for your practice.

Once the credentialing is complete, which can last up to or beyond 120 days depending upon the carrier, the contract(s) will then need to be completed and signed by both the applicant and the carrier. The credentialing process begins when all necessary documentation and initial payment/deposit is received. The effective date of the contract is typically a future date established by the payer, after the payer has countersigned the agreement. Most commercial plans will not backdate effective dates on contracts, meaning that if you choose to see patients prior to the effective date of the contract, claims may be processed towards out of network benefits or denied as ineligible and revenue may be uncollectable. When the contracts have been finalized, the payer enrollment tasks will then populate within AdvancedMD.

The payer enrollment tasks include updates to EDI, ERA, EFT and pay to agreements with each payer. These agreements ensure that the carrier is receiving claims, returning ERAs into AdvancedMD, and paying the provider group appropriately. These tasks can take up to 6-12 weeks each. For payer enrollments to begin, the applicant must first be credentialed and contracted with the carriers and an effective date must be in place. Claims will remain on hold until the enrollment tasks are completed per payor.

Credentialing and Account Managers will work together to complete the enrollment tasks: however, there may be additional action needed on your part as well occasionally. Our team will work closely with your practice to ensure timely completion of the tasks.

Client Engagement Disclaimer and Acknowledgement

The information below is intended to clarify the expectations during the on-boarding process.

To keep a consistent momentum during the on-boarding process we ask that you please respond to emails and calls within a timely manner. Our company guidelines are set to follow up on communications within 7, 14 and finally 20 days. If a response is not received within 20 days, the representative you have been working with will contact our Sales Team. If there is no resolution from Sales or there is not a response within 30 days, your project will be stalled and the go live date will be postponed.

Similarly, it is important to attend any scheduled meetings. Our company guidelines are to stall a project after 3 consecutive no shows or cancellations. If you need to reschedule a meeting, please contact us within 24 hours of the meeting time. We will be happy to reschedule to a time that works better for you.

 

MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT

FOR VIRTUAL OFFICEWARE, LLC PRODUCTS AND SERVICES

 

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT CAREFULLY BEFORE CLICKING AN “AGREE” OR SIMILAR BUTTON OR INSTALLING OR USING THE VOW PROGRAMS.  THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND VIRTUAL REVNUE SOLOTIONS (DE), LLC (“VRS”) THAT SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE VOW PROGRAMS (AS DEFINED BELOW).  BY CLICKING AN “AGREE” OR SIMILAR BUTTON OR BY INSTALLING AND/OR USING THE PROGRAMS, YOU AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS STATED OR REFERENCED HEREIN.  IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, DO NOT CLICK AN “AGREE” OR SIMILAR BUTTON AND DO NOT INSTALL OR USE THE VOW PROGRAMS.  YOU MUST ACCEPT AND ABIDE BY THESE TERMS AND CONDITIONS AS PRESENTED TO YOU – ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THESE TERMS AND CONDITIONS WILL NOT BE ACCEPTED BY VOW AND WILL NOT BE PART OF THIS AGREEMENT.

 

THIS VIRTUAL OFFICEWARE, LLC  MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT (THIS “AGREEMENT”) IS AN INTEGRAL PART OF THE SALES ORDER BETWEEN YOU AND VOW (THE “SALES ORDER”) AND THE TERMS OF THE SALES ORDER ARE HEREBY INCORPORATED BY REFERENCE.

YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOUR ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1.  Definitions

1.1.  “AdvancedMD” means AdvancedMD, Inc., a Delaware corporation.

1.2  “AdvancedMD Pay” means the point-of-sale hardware, software, and related services made available by AdvancedMD pursuant to the terms of Exhibit F.

1.3.  “Client Data” means all information (including Health Data) entered by a Permitted Entity into the Hosted Programs or the Third Party Services.

1.4.  “Diamond Services” means the provision of print and mail services within the Hosted Programs provided by Diamond Healthcare Communications, an independent third party.

1.5.  “DrFirst Services” means the provision of Electronic Prescriptions for Controlled Substances (EPCS) by DrFirst.com, an independent third party.

1.6.  “Dyn Services” means the provision of email delivery services within the Hosted Programs provided by Dynamic Network Services, Inc., an independent third party.

1.7.  “Electronic Services” means the transmission and processing of claim information (including a distinct claim, remit, inquiry, information request, statement collection letter print image or other item) by an independent third party between the Hosted Programs, on the one hand, and a payor, on the other.

1.8.  “First Databank Services” means the provision of and access to drug product information within the Hosted Programs, which drug product information is provided by First Databank, Inc., an independent third party.

1.9.  “Health Data” means any Protected Health Information (as defined by HIPAA), and any other Client Data associated therewith that is reasonably necessary for the treatment of any patient of Permitted Entity.

1.10. “Healthwise Services” means the provision of and access to healthcare information and education available through the Hosted Programs or otherwise provided by Healthwise, Inc., an independent third party.

1.11. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and the rules and regulations promulgated thereunder.

1.12. “Hosted Programs” means (i) the computer software programs owned or licensed by AdvancedMD in object code form, and that Permitted Entity has subscribed to, and (ii) online documentation provided by AdvancedMD with respect to such computer software programs; provided, however, that the term “Hosted Programs” does not include any AdvancedMD Pay or Third Party Service.

1.13. “Jive Services” means the provision of educational, product and online support tools available through the Hosted Programs provided by Jive Software, Inc., an independent third party.

1.14. “Optum Services” means the analysis (using a proprietary rules engine and knowledgebase provided by Optum, Inc., an independent third party) of claim coding and editing performed by Providers of Clients or Permitted Entities (as the case may be).

1.15. “Provider” means the Permitted Entity’s employees, contractors or agents that provide billable patient care or services on behalf of the Permitted Entity.

1.16. “Surescripts Services” means the electronic prescription functionality and clinical interoperability functionality, in either case, that is accessible through the Hosted Programs, and in each case is provided by Surescripts, LLC, an independent third party.

1.17. “Third Party Services” means any software, offering, product or functionality that Permitted Entity uses or has subscribed to, but which is provided by a third party that is not AdvancedMD. Third Party Services currently include Diamond Services, Electronic Services, First Databank Services, Healthwise Services, Jive Services, Optum Services, Surescripts Services, Twilio Services, Updox Services, and Zoom Services. Permitted Entity’s use of the Third Party Services is subject to the terms and conditions of Exhibit E.

1.18. “Twilio Services” means the provision of texting and telecommunication services accessible through the Hosted Programs provided by Twilio, Inc., an independent third party.

1.19. “Updox Services” means an integrated electronic service for inbound and outbound faxes and secure messaging, in either case, that is an option accessible through the Hosted Programs, and in each case is provided by Updox LLC, an independent third party.

1.20. “Zoom Services” means the provision of web services, video conferencing and telemedicine services accessible through the Hosted Programs or otherwise provided by Zoom Video Communications, Inc., an independent third party.

2.   Use of Hosted Programs, AdvancedMD Pay, and the Third Party Services.

2.1.  Service Bureau hereby grants to the Permitted Entity a non-exclusive, non-transferable, revocable right for all Providers (and for additional permitted non-Provider users associated with authorized Providers) to access and use the Hosted Programs, AdvancedMD Pay, and the Third Party Services. Permitted Entity shall be entitled to access and use the Hosted Programs, AdvancedMD Pay, and the Third Party Services solely for Permitted Entity’s own internal business operations, provided that Permitted Entity is not in breach of any separate agreements or obligations with AdvancedMD.

2.2.  Permitted Entity shall not transfer, sell, lease, or lend the Hosted Programs, AdvancedMD Pay, or the Third Party Services, or any software or systems used to provide the Hosted Programs, AdvancedMD Pay, or the Third Party Services, or any contents, information, tools, and resources therein, to any third party. Permitted Entity shall not (i) allow any third party to access or use the Hosted Programs, AdvancedMD Pay, or the Third Party Services, or (ii) access or use the Hosted Programs, AdvancedMD Pay, or the Third Party Services for third-party training, commercial time-sharing, software hosting, rental or service bureau use.

 2.3.  Permitted Entity shall not download, modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Hosted Programs, AdvancedMD Pay, or the Third Party Services or in any software or system used by AdvancedMD in connection with providing the Hosted Programs, AdvancedMD Pay, or the Third Party Services.

 2.4.  AdvancedMD or its agents or contractors shall have the right to monitor use of the Hosted Programs, AdvancedMD Pay, and the Third Party Services by Permitted Entity. This audit right includes, but is not limited to electronic monitoring at any time.

 2.5.  AdvancedMD shall have the right to terminate use of the Hosted Programs, AdvancedMD Pay, and the Third Party Services by Permitted Entity, including for cause, and for any breach of a separate agreement or obligation to AdvancedMD.

2.6.  To the limited extent that any provisions in this agreement are contrary to Permitted Entity’s rights, including those related to fees, with respect to certified API technology as set forth in the Developer Terms of Service at https://developer.advancedmd.com/terms, as such may be updated from time to time in AdvancedMD’s sole discretion, then the terms of the Developer Terms of Service shall control.

3.   Third Party Services. Permitted Entity shall acknowledge and agree to all the terms related to Third Party Services as set forth on Exhibit E to the Terms of Service between Service Bureau and AdvancedMD. If the Permitted Entity will receive access to AdvancedMD Pay, then Permitted Entity shall acknowledge and agree to all the terms related to AdvancedMD Pay as set forth on Exhibit F.

4.   Ownership of Hosted Programs, AdvancedMD Pay, and the Third Party Services. Permitted Entity acknowledges and agrees that as between Permitted Entity and AdvancedMD, AdvancedMD retains all title, copyright, and other proprietary rights in the Hosted Programs, AdvancedMD Pay, and the Third Party Services. Permitted Entity does not acquire any rights, express or implied, in the Hosted Programs, AdvancedMD Pay, or the Third Party Services, other than those specified in this agreement. AdvancedMD reserves the right to terminate any Permitted Entity from Hosted Programs, AdvancedMD Pay, and Third Party Services in AdvancedMD’s sole discretion. To the extent Permitted Entity obtains any right, title or interest in Hosted Programs, AdvancedMD Pay, the Third Party Services, or any software or other intellectual property developed by AdvancedMD as part of the Services, or in any update, enhancement, derivative, or modification to the foregoing, Permitted Entity hereby assigns to AdvancedMD any and all such right, title and interest. Permitted Entity acknowledges that any improvements, additions, or modifications to Hosted Programs, AdvancedMD Pay, the Third Party Services, or any software or other intellectual property developed by AdvancedMD as part of the Services, or any documentation related to the foregoing suggested by Permitted Entity, and all intellectual property rights contained therein, are the property of AdvancedMD, and Permitted Entity hereby assigns all right, title, and interest therein to AdvancedMD. Permitted Entity agrees to execute such documents as may be necessary or helpful for AdvancedMD to perfect and record the assignments set forth above. Except for the license grants expressly set forth in this Agreement, nothing in this Agreement grants to or confers in Permitted Entity any license or right of ownership in any of the foregoing. AdvancedMD and Service Bureau grant no implied licenses hereunder.

5.  Access.

5.1.  Permitted Entity may designate user account names and passwords for Providers, and for additional permitted non-Provider users associated with authorized Providers (which may include patients of Permitted Entity). Permitted Entity is responsible for safeguarding the confidentiality and use of account names and passwords, and agrees to take any and all actions necessary to maintain the privacy of such information.

5.2.  Permitted Entity shall be liable and responsible for any and all activities conducted through its account, whether or not such activities have been authorized by Permitted Entity. Service Bureau and AdvancedMD will deem any communication, data transfer, or use of the Hosted Programs, AdvancedMD Pay, or Third Party Services received under Permitted Entity’s account names and passwords to be for Permitted Entity’s benefit and use.

5.3.  Permitted Entity will promptly notify Service Bureau if account names or passwords are lost, stolen, or are being used in an unauthorized manner. Upon Permitted Entity’s request, Permitted Entity will provide Service Bureau with accurate and complete registration information of Providers, and the additional permitted non-Provider users associated with authorized Providers, that have access to the Hosted Programs, AdvancedMD Pay, or Third Party Services.

6.  Permitted Entity Representations and Covenants.

6.1.  Permitted Entity represents and warrants to Service Bureau that (i) Permitted Entity’s use of the Client Data in connection with the Services (including the right to transfer, store, process and cache Client Data in connection with the use of the Hosted Programs and the Third Party Services) complies with all Applicable Laws, and that Permitted Entity has received all necessary third party approvals with respect to the Services and its use of the Hosted Programs and the Third Party Services, and (ii) the Client Data, and Permitted Entity’s use of the Client Data (including storage, processing and caching of Client Data), do not infringe the intellectual property rights of any third party, and Permitted Entity agrees to indemnify and hold Service Bureau and AdvancedMD harmless from any third-party claims arising from Permitted Entity’s use of the Client Data in connection with the services.

6.2.  Permitted Entity shall comply with all Applicable Laws and regulations applicable to Permitted Entity’s conduct of its business, including, without limitation, obtaining and maintaining all applicable federal, state and local licenses.

7.   De-Identification. Provided that Service Bureau or another third party implements appropriate de-identification criteria in accordance with the Standards for Privacy of Individually Identifiable Health Information set forth in 45 C.F.R. §164.514(b) (or any successor provision thereto), such de-identified information is not Protected Health Information as defined under HIPAA; Permitted Entity acknowledges and agrees that Service Bureau or such third party may use such de-identified information for any lawful purpose. Permitted Entity acknowledges and agrees that Service Bureau or AdvancedMD may use and disclose PHI to provide Data Aggregation services to Permitted Entity and other Covered Entities as permitted by CFR 164.504(e)(2)(i)(B). As between the parties, AdvancedMD is the owner of any de-identified health information and any data set that aggregates Client Data with client data from other AdvancedMD clients.

8.  Limitation of Liability.

8.1.  NEITHER ADVANCEDMD NOR SERVICE BUREAU MAKES, AND EACH HEREBY DISCLAIMS, ANY WARRANTY OF ANY KIND WITH REGARD TO THE HOSTED PROGRAMS, ADVANCEDMD PAY, AND THE THIRD PARTY SERVICES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTELLECTUAL PROPERTY RIGHT INFRINGEMENT, AND/OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PERMITTED ENTITY ACKNOWLEDGES AND AGREES THAT NEITHER ADVANCEDMD NOR SERVICE BUREAU IS LIABLE FOR ANY DAMAGES, LOSSES OR INTERRUPTION OF PERMITTED ENTITY’S BUSINESS CAUSED BY THE FAILURE OF ANY THIRD PARTY SOFTWARE OR HARDWARE, INCLUDING ANY AND ALL PAYMENT PROCESSING, INTERNET, COMMUNICATIONS OR OTHER RELATED DEVICE. NEITHER ADVANCEDMD NOR SERVICE BUREAU IS UNDER ANY OBLIGATION TO REPLACE, REPAIR OR CURE ANY THIRD PARTY SOFTWARE OR HARDWARE. NO LOSS OR DAMAGE TO THE ADVANCEDMD PAY HARDWARE OR ANY PART OF SUCH HARDWARE WILL REDUCE OR TERMINATE ANY OBLIGATION OF PERMITTED ENTITY UNDER THIS AGREEMENT, WHICH WILL CONTINUE IN FULL FORCE AND EFFECT THROUGH THE TERM.

8.2.  NEITHER PARTY, NOR ADVANCEDMD, SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, DATA OR USE, OR COST OF COVER SUFFERED BY A PERMITTED ENTITY, WHETHER IN AN ACTION IN CONTRACT OR TORT, AND EVEN IF THE PARTY HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

8.3.  ADVANCEDMD IS NOT IN ANY WAY ENGAGED IN THE PRACTICE OF MEDICINE OR ACTING AS A PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL OR PROVIDER. ANY TREATMENT, THERAPY, PROCEDURE, INFORMATION, MEDICATION, PRODUCT OR OTHER INFORMATION REFERENCED BY OR THROUGH SERVICES ARE NOT INTENDED AS A RECOMMENDATION OR ENDORSEMENT OF ANY COURSE OF TREATMENT, THERAPY, PROCEDURE, INFORMATION, MEDICATION, PRODUCT OR OTHER INFORMATION. THE ULTIMATE RESPONSIBILITY FOR DIAGNOSING AND TREATING ANY PATIENT RESTS WITH THE PATIENT’S HEALTH CARE PROVIDER.

8.4.  PERMITTED ENTITY’S USE OF THE HOSTED PROGRAMS, ADVANCEDMD PAY, THIRD PARTY SERVICES, OR ANY TEMPLATES MADE AVAILABLE TO PERMITTED ENTITY IN NO WAY CONSTITUTES THE PROVISION OF LEGAL ADVICE FROM ADVANCEDMD TO PERMITTED ENTITY.

8.5.  Service Bureau and AdvancedMD’s total aggregate liability for damages suffered by Permitted Entity, any its Providers (or non-Provider users associated with authorized Providers), or any of its affiliates under this agreement shall in no event exceed (i) for any damages in connection with or otherwise related to AdvancedMD Pay, the total amounts actually paid by Permitted Entity for AdvancedMD Pay in the three (3) months immediately preceding the events giving rise to such claim less any and all payments paid by Service Bureau and AdvancedMD with respect to their liabilities in connection with or otherwise related to AdvancedMD Pay, and (ii) for any damages in connection with or otherwise related to all other Services, the amount of fees paid by Permitted Entity under this agreement for the most recent three (3) month period.

9.   U.S. Government. The Hosted Programs and AdvancedMD Pay are commercial computer software and documentation developed exclusively at private expense and in all respects are proprietary data belonging to AdvancedMD. If the Hosted Programs and AdvancedMD Pay are used under the terms of a DoD or civilian agency contract, use, reproduction and disclosure of such software and documentation by the Government is subject to the restrictions set forth in this agreement in accordance with 48 C.F.R. 227.7202 or 48 C.F.R. 12.212, respectively.

10.  Termination. Service Bureau may terminate this agreement (or access to or use of one or more Hosted Programs, AdvancedMD Pay, or the Third Party Services) upon notice to the Permitted Entity. AdvancedMD may terminate access to or use of one or more Hosted Programs, AdvancedMD Pay, or the Third Party Services upon notice to the Service Bureau. Upon any such termination by Service Bureau or AdvancedMD, as the case may be, (i) Permitted Entity shall promptly return or destroy and remove from all computers, hard drives, networks, and other storage media, all copies and manifestations of AdvancedMD and Service Bureau’s Confidential Information and so certify in writing, and (ii) all rights granted to Permitted Entity under this agreement shall terminate and Permitted Entity will no longer have any right to access or use the Hosted Programs, AdvancedMD Pay, or the Third Party Services (including any data that may be accessible only through the Hosted Programs, AdvancedMD Pay, or the Third Party Services) and neither Service Bureau nor AdvancedMD shall be liable for any damages caused by such inaccessibility. Upon any termination of this agreement (or access to or use of one or more Hosted Programs, AdvancedMD Pay, or the Third Party Services), AdvancedMD shall have the right to maintain a copy of all Client Data in accordance with, and for the period of time it determines is required or permitted by, Applicable Law and, to the extent AdvancedMD in its sole discretion determines appropriate, shall have the right to provide access to or otherwise make available any or all of the Client Data to the Permitted Entity. If within 30 days of termination of the agreement Permitted Entity requests return of Client Data and Permitted Entity has not obtained an electronic copy of Client Data through any export functionality of the Hosted Programs, AdvancedMD will make available data export and retrieval methods and related services to Permitted Entity that AdvancedMD has determined are technically feasible and commercially reasonable as of the Client Data export request date. Permitted Entity acknowledges that data export and retrieval methods and related services available from AdvancedMD may change over time based on the features and functionality of the Hosted Programs, regulatory requirements and other factors. AdvancedMD will provide any mutually agreeable Client Data export and retrieval services to Permitted Entity at the lesser of AdvancedMD’s then-current rates or (b) a flat fee ranging from $1,250 to $2,250 (depending on the type of export requested), provided that on January 1 of each year such flat fees shall increase by the greater of (x) three percent or (y) the percentage increase in the Employer Cost Index for the then-most recently reported twelve (12)-month period published by the US Department of Labor, Bureau of Labor Statistics. Permitted Entity may contact AdvancedMD for additional details about the specific data and formats available under the then-available export options.

11. Survival. The provisions of Sections 4, 6, 8, 10, 11 and 12 of this agreement shall survive any termination of this agreement.

12. Third Party Beneficiary. Service Bureau and Permitted Entity each acknowledge and agree that AdvancedMD (and each of its affiliates) is an intended third-party beneficiary of this agreement for the purpose of enforcing at law and at equity the covenants of Permitted Entity and the warranty disclaimers and limitations of liability set forth in this agreement, whether or not such provisions make specific reference to AdvancedMD (or such affiliates).