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Quest Ancillary Services Terms of Service
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER IS AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF THEIR EMPLOYER, THEN CUSTOMER REPRESENTS AND WARRANTS THAT THEY HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR EMPLOYER’S BEHALF.
This agreement is between Quest Ancillary Services, LLC, a Florida Limited Liability Company (Quest Ancillary Services), and the customer agreeing to these terms (Customer), and covers all services provided by Quest Ancillary Services to Customer.
1) QUEST ANCILLARY SERVICES SOFTWARE SERVICES
This agreement provides Customer access and use of the Quest Ancillary Services’ web based subscription services, as specified on the electronic or written order between the parties (Order). Customer may purchase Quest Ancillary Services’ SubmitBilling Platform under this agreement (Service).
2) USE OF SERVICES
- Quest Ancillary Services Responsibilities
Support. Quest Ancillary Services must provide customer support for the Service as further detailed at: Support Policy.
- Customer Responsibilities
Access by Employees and Contractors. Customer may allow its employees and contractors to access the Service in compliance with the terms of this agreement and the applicable Order, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its employees and contractors.
Restrictions and Responsibilities. Customer may not (i) sell, resell, rent or lease the Service, use the Service beyond its internal operations or reverse engineer the Service, (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy rights), (iii) interfere with or disrupt the integrity or performance of the Service, (iv) attempt to gain unauthorized access to the Service or its related systems or networks, (v) reverse engineer the Service or remove or modify any proprietary marking or restrictive legends in the Service, (vi) use the Service in violation of any law, including without limitation, HIPAA, Telephone Consumer Protection Act and any spam laws (for example, CAN SPAM), or (vii) access the Service to build a competitive product or service, or copy any feature, function or graphic of the Service for competitive purposes. Customer is solely responsible for Customer Information (defined below), must use commercially reasonable efforts to prevent unauthorized access to the Service, must notify Quest Ancillary Services promptly of any such unauthorized access, and may use the Service only in accordance with its user guide and applicable law.
Customer Information. All data, information, images and files entered or uploaded by Customer to the Service remains the sole property of Customer, as between Quest Ancillary Services and Customer (Customer Information), subject to the other terms of this agreement. Customer grants Quest Ancillary Services a non-exclusive, royalty-free license to modify, store, transmit and otherwise use the Customer Information for purposes of Quest Ancillary Services performing under this agreement. Notwithstanding the foregoing, if Customer’s access to the Services is suspended for non-payment of fees in accordance with Section 3(d), Quest Ancillary Services will have no obligation to provide Customer Information to Customer until Customer remedies such non-payment as provided in this agreement.
Accuracy of Information Provided by Customer. Customer represents and warrants to Quest Ancillary Services that all Customer Information, Content (defined below) and other material provided under Customer’s account, by Customer or on its behalf, is true, correct and accurate. If Customer learns that any Customer Information or Content provided to Quest Ancillary Services as part of the Service is not true, correct or accurate, Customer must immediately notify Quest Ancillary Services by phone and in writing of this fact, and provide the true, correct and accurate information to Quest Ancillary Services. Quest Ancillary Services relies on Customer representations regarding the truth, accuracy and compliance with laws of Customer Information and Content. QUEST ANCILLARY SERVICES IS NOT LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY CUSTOMER’S FAILURE TO COMPLY WITH THIS PARAGRAPH, IRRESPECTIVE OF ANY ACT OR OMISSION ON THE PART OF QUEST ANCILLARY SERVICES.
Aggregation Services and De-identified Data. Quest Ancillary Services may use protected health information to provide you with data aggregation services (as that term is defined by HIPAA) and to create de-identified data in accordance with 45 CFR 164.514(a)-(c) retaining any and all ownership claims related to the de-identified data it creates from protected health information. Quest Ancillary Services may use, during and after this agreement, all aggregate anonymized information and de-identified data for purposes of enhancing the Service, technical support and other business purposes, all in compliance with the HIPAA Privacy Standards, including without limitation the limited data set and de-identification of information regulations.
3) PAYMENT TERMS
Customer must pay all fees as specified on the Order and related services as incurred. Unless otherwise stated in the Order, invoiced charges are due within the 5 day review period. Customer is responsible for providing complete and accurate billing and contact information to Quest Ancillary Services and notifying Quest Ancillary Services of any changes to such information.
- Credit Card and ACH
Customer must pay all fees (US$) via automatic ACH upon which will be automatically drafted by Quest Ancillary Services within 5 days of said invoice. If the ACH is not valid or the payment is not otherwise made, Customer must pay the amount owed upon receipt of an invoice. Customer hereby authorizes Quest Ancillary Services to withdraw from Customer’s bank account via ACH for all purchased Services and related services.
Quest Ancillary Services’ fees do not include any taxes, levies or other similar governmental assessments (Taxes). Customer is responsible for the payment of all Taxes associated with its purchases under this agreement. Quest Ancillary Services is solely responsible for taxes assessable against Quest Ancillary Services based on its income, property and employees.
- Suspension of Service for Non Payment
Quest Ancillary Services may suspend or terminate the Service, or both, if Customer has not paid amounts owed to Quest Ancillary Services when due. In advance of any suspension or termination, Quest Ancillary Services will make commercially reasonable efforts to send a minimum 5-day notice of payment default to Customer prior to suspension or termination (Customer is responsible updating its contact information with Quest Ancillary Services and notifying Quest Ancillary Services of any changes to such information). Upon full payment of any and all past-due invoices, Customer will be charged a re-activation fee of $50.
- Fee Changes
All fees may be changed with 30 days’ advance email notice to Customer. Customer is responsible for keeping its updated email address on file with Quest Ancillary Services.
4) WARRANTY/SERVICE LEVEL AGREEMENT/DISCLAIMERS
Quest Ancillary Services will make commercially reasonable efforts to maintain uptime of 99%.
- Mutual Compliance with Laws
Each party represents and warrants to the other party that it will comply with all applicable laws regarding its performance under this agreement.
QUEST ANCILLARY SERVICES DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE QUEST ANCILLARY SERVICES TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, QUEST ANCILLARY SERVICES DOES NOT GUARANTY THAT THE SERVICE CANNOT BE COMPROMISED. QUEST ANCILLARY SERVICES DISCLAIMS ANY WARRANTY REGARDING ANY PERCENTAGE OF COLLECTION OF CLAIMS FOR CUSTOMER.
5) MUTUAL CONFIDENTIALITY
- Definition of Confidential Information
Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Quest Ancillary Services’ Confidential Information includes without limitation the non-public portions of the Service.
- Protection of Confidential Information
The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees, contractors and clients (as the case may be) who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement. The Recipient may disclose Confidential Information (i) to the extent required by law or legal process; (ii) to its legal or financial advisors, provided that such advisors are bound by a duty of confidentiality that includes use and disclosure restrictions; and (iii) as required under applicable securities regulations. In addition, each Party may disclose the terms and conditions of this Agreement on a confidential basis to current and prospective investors, acquirers and lenders and their respective legal and financial advisors in connection with due diligence activities.
Confidential Information excludes information that: is or becomes generally known to the public without breach of any obligation owed to Discloser; was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; is received from a third party without breach of any obligation owed to Discloser; or was independently developed by the Recipient without use or access to the Confidential Information.
6) PROPRIETARY RIGHTS
- Reservation of Rights by Quest Ancillary Services
The software, workflow processes, user interface, designs, know-how and other technologies provided by Quest Ancillary Services as part of the Service are the proprietary property of Quest Ancillary Services and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Quest Ancillary Services. Quest Ancillary Services reserves all rights unless expressly granted in this agreement.
7) LIMITS ON LIABILITY.
- No Indirect Damage. Quest Ancillary Services is not liable for any indirect, special, or consequential damages (including without limitation, costs of delay, loss of data or information, lost profits or revenues or loss of anticipated cost savings) arising under or related to this agreement, even if advised of the possibility of such loss or damage.
- Limit. Quest Ancillary Services’ total liability for all damages arising under or related to this agreement (in contract, tort or otherwise) does not exceed the actual amount paid by Customer within the 6-month period preceding the event which gave rise to the claim.
8) TERM, TERMINATION, AND RETURN OF DATA
The applicable Services will continue for the duration specified in the Order, and will be automatically extended for additional consecutive terms unless either party provides notice of termination of no less than 10 days. This agreement continues until all Orders and Services are terminated.
- Termination for Material Breach
Either party may terminate this agreement and the applicable Orders if the other party material breaches any term of the agreement or an Order and does not cure the breach within 30 days of written receipt of notice of breach.
- Return of Data
Quest Ancillary Services will have no obligation to provide Customer Information to Customer upon termination of this agreement. Notwithstanding the foregoing, Quest Ancillary Services may retain Customer Information for 60 days from such termination and Quest Ancillary Services may provide Customer access to such information upon Customer’s request. For additional information, please see the Term, Termination and Return of Data Policy FAQ page.
- Customer Actions upon Termination
Upon termination, Customer must pay any unpaid fees and destroy all Quest Ancillary Services property in Customer’s possession. Customer, upon Quest Ancillary Services’ request, will confirm in writing that it has complied with this requirement.
- General Indemnity
To the extent allowed by applicable law, Customer must indemnify, defend, and hold harmless Quest Ancillary Services against all third-party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:
the use of the Service by Customer,
Customer’s breach of any term in this agreement,
any unauthorized use, access or distribution of the Service by Customer, or
violation of any individual’s privacy rights related to information submitted under Customer’s account, or fraudulent, invalid, duplicate, incomplete, unauthorized, or misleading information submitted under Customer’s account or by Customer.
10) GOVERNING LAW AND ARBITRATION
- Governing Law
This agreement is governed by the laws of the State of Florida (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement.
Notwithstanding Sections 10(b) and 10(c), Quest Ancillary Services may enforce its rights and obligations under these Terms in any court of competent jurisdiction.
- Equitable Relief
Notwithstanding anything above, Quest Ancillary Services may seek and obtain injunctive and equitable relief in any court of competent jurisdiction without restriction or required process in this agreement.
11) OTHER TERMS
- No Solicit or Hire Clause
Customer acknowledges that Quest Ancillary Services invests considerable time and expense in the training of its employees and independent subcontractors in the services to be provided under this agreement. Customer agrees that for the full term of this agreement, and for 2 years after its termination Customer will not solicit or employ in any capacity, whether as a direct employee, independent contractor or as a representative of another company providing similar services to Customer as Quest Ancillary Services, any person employed by Quest Ancillary Services at any time during the term of this agreement whose duties involve providing the Services, whether for Customer or other Quest Ancillary Services customers.
- Consent to Electronic Notice, Communications and Transactions
For purposes of messages and notices about the Service (including without limitation, collections and payments issues), Quest Ancillary Services may send email notices to the email address associated with Customer’s account or provide in service notifications. For certain notices (e.g., notices regarding termination or material breaches), Quest Ancillary Services may send notices to the postal address provided by Customer. Quest Ancillary Services has no liability associated with Customer’s failure to maintain accurate contact information within the Service or its failure to review any emails or in service notices. Customer will have the ability to enter into agreements, authorizations, consents and applications; make referrals; order lab tests; prescribe medications; or engage in others transactions electronically. CUSTOMER AGREES THAT ITS ELECTRONIC SUBMISSIONS VIA THE SERVICES IN CONNECTION WITH SUCH ACTIVITIES CONSTITUTE ITS AGREEMENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS, AND APPLIES TO ALL RECORDS RELATING TO SUCH TRANSACTIONS. Customer represents and warrants that it has the authority to take such actions.
- Entire Agreement and Changes
This agreement and the Order constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless signed by both parties. Notwithstanding the foregoing, Quest Ancillary Services may modify this agreement by posting modified Terms of Service on the Quest Ancillary Services website and electronically notifying Customer of the changes thirty (30) days prior to the effective date of such changes. Customer agrees that by continuing to use the Service after posting of the modified Terms of Service, Customer agrees to be bound by the changes.
If Customer provides feedback or suggestions about the Service, then Quest Ancillary Services (and those it allows to use its technology) may use such information without obligation to Customer.
- No Assignment
Neither party may assign or transfer this agreement or an Order to a third party, except that this agreement with all Orders may be assigned (without the consent) as part of a merger, or sale of all or substantially all of the business or assets, of a party.
- Electronic Notice
For purposes of messages and notices about the Service (including without limitation, collections and payments issues), Quest Ancillary Services may send email notices to the email addresses associated with Customer’s account or provide in service notifications. For certain notices (e.g., notices regarding termination or material breaches), Quest Ancillary Services may send notices to the postal address provided by Customer. Quest Ancillary Services has no liability associated with Customer’s failure to maintain accurate contact information within the Service or its failure to review any emails or in service notices.
- Independent Contractors and Enforceability
The parties are independent contractors with respect to each other. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
- No Additional Terms
Quest Ancillary Services rejects additional or conflicting terms of a form-purchasing document. If there is an inconsistency between this agreement and an Order, the Order prevails.
- Survival of Terms
All terms survive termination of this agreement that by their nature survive for a party to assert its rights and receive the protections of this agreement. The Convention on Contracts for the International Sale of Goods does not apply.