Optima Healthcare Solutions, LLC (“Optima”) will provide the applicable services (the “Services”) in accordance with the Agreement between Optima and CUSTOMER (the “Agreement”), the applicable Services Descriptions set forth below, and the Terms and Conditions and (to the extent applicable) Business Associate Agreement found below. To the extent that the Agreement contains the following SKU(s), the corresponding Service Description(s) shall apply.
SERVICES DESCRIPTIONS
| SKU | BPT-WEBBASIC |
| SERVICE | WEBSITE, BASIC PACKAGE |
| WEBSITE SERVICES:
1. INCLUDES, MOBILE RESPONSIVE WEBSITE UP TO THIRTY (30) STATIC HTML PAGES A. Homepage (welcome message + image; 50-word description of clinic; 3 service teasers with images; testimonial; blog teasers) B. Google Map with location link and address; social media links C. Services Page that displays all services offered by the clinic D. About Us Page (up to 350 words about clinic provided by CUSTOMER) E. Contact Page (location/contact information, basic contact form and Google Map) F. Blog. Comes preloaded with 3 SEO-optimized blog posts chosen by Optima G. Other static HTML pages (service, location, provider) as determined by CUSTOMER, not to exceed 30 core pages in total for site. Does not include special programming of dynamic pages such as transferring current blogs, maps, calendars, or other functions beyond static HTML functionality. 2. INCLUDES, THREE (3) ROUNDS OF WEBSITE EDITS. The CUSTOMER will have three opportunities to fully review their website, each time providing their Account Manager with feedback and a thorough list of changes as edits to their website. Feedback can be provided over email, or it can be provided during a one-on-one meeting with the Account Manager via telephone, teleconference service, and/or Basecamp project. To ensure thoroughness, clarity and focus, all high-end changes, edits, and feedback should be reserved for these three “Rounds” of edits. Any requests for additional rounds of edits will require an additional fee based on hourly rates. 3. INCLUDES, TECHNICAL SUPPORT AND HOSTING. Includes monthly website hosting, maintenance, and support. Plus: weekly site backups, web security and monitoring, upgrades to WordPress software and associated plugins. 4. INCLUDES, ONE (1) 30-MINUTE TRAINING SESSION. One 30-minute training session will be made available to CUSTOMER within 30 days of website completion. This is an optional training session and may be declined by CUSTOMER. If necessary, additional training sessions may be scheduled with Optima at our customary hourly rate. 5. INCLUDES, SSL CERTIFICATE. Includes installation of SSL (secure sockets layer) certificate on CUSTOMER website to provide visitors with encryption between web server and browser for secured experience and enhanced website reputation. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Site development will begin when all necessary materials are provided by CUSTOMER. Site will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Optima subdomain. The domain transfer to Optima hosting server is included. 3. Website is built on the WordPress content management platform using existing design templates within the Optima design library. 4. Content and images will be provided by the CUSTOMER or pulled from existing Optima content and design library. 5. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined, however there is no guarantee of results. 6. The CUSTOMER Website is hosted on Optima servers. For a hosting transfer, the CUSTOMER must meet their contract in full before transferring to a different provider. |
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| SKU | BPT-WEBCONTENT |
| SERVICE | WEBSITE, CONTENT PLAN |
| WEBSITE SERVICES:
1. INCLUDES, MOBILE RESPONSIVE WEBSITE UP TO THIRTY (30) STATIC HTML PAGES A. Homepage (welcome message + image; 50-word description of clinic; 3 service teasers with images; testimonial; blog teasers) B. Google Map with location link and address; social media links C. Services Page that displays all services offered by the clinic D. About Us Page (up to 350 words about clinic provided by CUSTOMER) E. Contact Page (location/contact information, basic contact form and Google Map) F. Blog. Comes preloaded with 3 SEO-optimized blog posts chosen by Optima G. Other static HTML pages (service, location, provider) as determined by CUSTOMER, not to exceed 30 core pages in total for site. Does not include special programming of dynamic pages such as transferring current blogs, maps, calendars, or other functions beyond static HTML functionality. 2. INCLUDES, ONE (1) MONTHLY UNBRANDED BLOG POST. Optima will provide CUSTOMER with a blog post which will be posted to CUSTOMER blog once per month. Blog will contain a related feature image and will use SEO best practices including metadata creation. Once the blog is posted by Optima, the CUSTOMER may make any edits to the post. 3. INCLUDES, THREE (3) ROUNDS OF WEBSITE EDITS. The CUSTOMER will have three opportunities to fully review their website, each time providing their Account Manager with feedback and a thorough list of changes as edits to their site. Feedback can be provided over email, or it can be provided during a one-on-one meeting with the Account Manager via telephone, teleconference service, and/or Basecamp etc. To ensure thoroughness, clarity and focus, all high-end changes, edits, and feedback should be reserved for these three “Rounds” of edits. Any requests for additional rounds of edits will require an additional fee based on hourly rates. 4. INCLUDES, TECHNICAL SUPPORT AND HOSTING. Includes monthly website hosting, maintenance, and support. Plus: weekly site backups, web security and monitoring, upgrades to WordPress software and associated plugins. 5. INCLUDES, ONE (1) 30-MINUTE TRAINING SESSION. One 30-minute training session will be made available to CUSTOMER within 30 days of website completion. This is an optional training session and may be declined by CUSTOMER. If necessary, additional training sessions may be scheduled with Optima at our customary hourly rate. 6. INCLUDES, SSL CERTIFICATE. Includes, installation of SSL (secure sockets layer) certificate on CUSTOMER website to provide visitors with encryption between web server and browser for secured experience and enhanced website reputation. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Site development will begin when all necessary materials are provided by CUSTOMER. Site will be considered complete when admin/editing access is provided to the CUSTOMER once live, either on CUSTOMER domain or Optima subdomain. The domain transfer to Optima hosting server is included. 3. Website is built on the WordPress content management platform using existing design templates within the Optima design library. 4. Content and images will be provided by the CUSTOMER or pulled from existing Optima content and design library. 5. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined, however there is no guarantee of results. 6. The CUSTOMER Website is hosted on Optima servers. For a hosting transfer, the CUSTOMER must meet their contract in full before transferring to a different provider. |
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| SKU | BPT-WEBSEO |
| SERVICE | WEBSITE, SEO PLAN |
| WEBSITE SERVICES:
1. INCLUDES, MOBILE RESPONSIVE WEBSITE UP TO THIRTY (30) STATIC HTML PAGES A. Homepage (welcome message + image; 50-word description of clinic; 3 service teasers with images; testimonial; blog teasers) B. Google Map with location link and address; social media links C. Services Page that displays all services offered by the clinic D. About Us Page (up to 350 words about clinic provided by CUSTOMER) E. Contact Page (location/contact information, basic contact form and Google Map) F. Blog. Comes preloaded with 3 SEO-optimized blog posts chosen by Optima G. Other static HTML pages (service, location, provider) as determined by CUSTOMER, not to exceed 30 core pages in total for site. Does not include special programming of dynamic pages such as transferring current blogs, maps, calendars, or other functions beyond static HTML functionality. 2. INCLUDES, ONE (1) MONTHLY UNBRANDED BLOG POST. Optima will provide CUSTOMER with a blog post which will be posted to CUSTOMER blog once per month. Blog will contain a related feature image and will use SEO best practices including metadata creation. Once the blog is posted by Optima, the CUSTOMER has the right to make any edits to the post. 3. INCLUDES, THREE (3) ROUNDS OF WEBSITE EDITS. The CUSTOMER will have three opportunities to fully review their website, each time providing their Account Manager with feedback and a thorough list of changes as edits to their site. Feedback can be provided over email, or it can be provided during a one-on-one meeting with the Account Manager via telephone, teleconference service, and/or Basecamp etc. To ensure thoroughness, clarity and focus, all high-end changes, edits, and feedback should be reserved for these three “Rounds” of edits. Any requests for additional rounds of edits will require an additional fee based on hourly rates. 4. INCLUDES, TECHNICAL SUPPORT AND HOSTING. Includes monthly website hosting, maintenance, and support. Plus: weekly site backups, web security and monitoring, upgrades to WordPress software and associated plugins. 5. INCLUDES, ONE (1) 30-MINUTE TRAINING SESSION. One 30-minute training session will be made available to CUSTOMER within 30 days of website completion. This is an optional training session and may be declined by CUSTOMER. If necessary, additional training sessions may be scheduled with Optima at our customary hourly rate. 6. INCLUDES, SSL CERTIFICATE. Includes, installation of SSL (secure sockets layer) certificate on CUSTOMER website to provide visitors with encryption between web server and browser for secured experience and enhanced website reputation. 7. INCLUDES, BUILDPT INSIGHTS. CUSTOMER provided access to performance and analytics using the BuildPT Insights Dashboard. The CUSTOMER will also receive a monthly report on the overall performance of their campaign. TRUST™ SERVICES: 1. INCLUDES, OFFSITE SEO. Inbound link building from approximately 70 directories pointed toward CUSTOMER website. 2. INCLUDES, DIRECTORY MANAGEMENT. Optima will create an API-enabled CUSTOMER database which will enable a single source of truth for the management of up to 70 online directories containing CUSTOMER business information including: voice search intelligent systems (like SIRI and Amazon Alexa) and healthcare directories containing CUSTOMER business information. 3. INCLUDES, DUPLICATE LISTING SUPRESSION. Suppression of duplicate and inaccurate directory listings across approximately 70 directories including old business names, previous employees, and other errors. 4. INCLUDES, REPUTATION MANAGEMENT ENGINE. Review monitoring plus monthly emails to CUSTOMER’s clientele to build positive reviews from requested directory sites. 5. INCLUDES, BUILDPT INSIGHTS. Insights dashboard provided to CUSTOMER on a monthly basis regarding directory listings, including reputation management. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. If onboarding process does not begin 7 days after Optima delivers the CUSTOMER the onboarding form (due to a no or slow response from CUSTOMER), then Optima will start the campaign based on their own internal research. If this occurs, Optima will not be liable to provide guaranteed results for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Website development will begin when all necessary materials are provided by CUSTOMER. Website will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Optima subdomain. Domain transfer to Optima hosting server included. 3. Website built on the WordPress content management platform using existing design templates within the Optima design library. 4. Content and images provided by the CUSTOMER or pulled from existing Optima content and design library. 5. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined, however there is no guarantee of results. 6. The CUSTOMER Website is hosted on Optima servers. For a hosting transfer, the CUSTOMER must meet their contract in full before transferring to a different provider. |
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| SKU | BPT-WEBPLUS |
| SERVICE | WEBSITE, CONNECT PLUS PLAN |
| WEBSITE SERVICES:
1. INCLUDES, MOBILE RESPONSIVE WEBSITE UP TO THIRTY (30) STATIC HTML PAGES A. Homepage (welcome message + image; 50-word description of clinic; 3 service teasers with images; testimonial; blog teasers) B. Google Map with location link and address; social media links C. Services Page that displays all services offered by the clinic D. About Us Page (up to 350 words about clinic provided by CUSTOMER) E. Contact Page (location/contact information, basic contact form and Google Map) F. Blog. Comes preloaded with 3 SEO-optimized blog posts chosen by Optima G. Other static HTML pages (service, location, provider) as determined by CUSTOMER, not to exceed 30 core pages in total for site. Does not include special programming of dynamic pages such as transferring current blogs, maps, calendars, or other functions beyond static HTML functionality. 2. INCLUDES, ONE (1) MONTHLY UNBRANDED BLOG POST. Optima will provide CUSTOMER with a blog post which will be posted to CUSTOMER blog once per month. Blog will contain a related feature image and will use SEO best practices including metadata creation. Once the blog is posted by Optima, the CUSTOMER has the right to make any edits to the post. 3. INCLUDES, THREE (3) ROUNDS OF WEBSITE EDITS. The CUSTOMER will have three opportunities to fully review their website, each time providing their Account Manager with feedback and a thorough list of changes as edits to their site. Feedback can be provided over email, or it can be provided during a one-on-one meeting with the Account Manager via telephone, teleconference service, and/or Basecamp etc. To ensure thoroughness, clarity and focus, all high-end changes, edits, and feedback should be reserved for these three “Rounds” of edits. Any requests for additional rounds of edits will require an additional fee based on hourly rates. 4. INCLUDES, TECHNICAL SUPPORT AND HOSTING. Includes monthly website hosting, maintenance, and support. Plus: weekly site backups, web security and monitoring, upgrades to WordPress software and associated plugins. 5. INCLUDES, ONE (1) 30-MINUTE TRAINING SESSION. One 30-minute training session will be made available to CUSTOMER within 30 days of website completion. This is an optional training session and may be declined by CUSTOMER. If necessary, additional training sessions may be scheduled with Optima at our customary hourly rate. 6. INCLUDES, SSL CERTIFICATE. Includes, installation of SSL (secure sockets layer) certificate on CUSTOMER website to provide visitors with encryption between web server and browser for secured experience and enhanced website reputation. 7. INCLUDES, BUILDPT INSIGHTS. CUSTOMER provided access to performance and analytics using the BuildPT Insights Dashboard. The CUSTOMER will also receive a monthly report on the overall performance of their campaign. CONNECT™ SERVICES: 1. INCLUDES, ONE (1) MONTHLY EMAIL CAMPAIGN. Using an Optima newsletter template design, we will design and distribute a monthly email newsletter to an email list provided by CUSTOMER. Newsletter will feature content produced by Optima. Up to four (4) additional custom briefs may be provided by the CUSTOMER for publication based on monthly submission requirements and deadlines. If CUSTOMER chooses to distribute content through own email campaign software, all design, distribution, and software expenses, as well as email list management, to be the responsibility of the CUSTOMER. 2. INCLUDES, ONE (1) MONTHLY BLOG POSTS. Optima will provide CUSTOMER with one blog post which will be posted to CUSTOMER blog each month. Blog will contain a related feature image and will use SEO best practices including metadata creation. 3. INCLUDES, ONE (1) MONTHLY PRESS RELEASE. Optima will provide CUSTOMER with one monthly press release, personalized with CUSTOMER name and contact information and distributed by Optima. Optima will create and manage a local media list for CUSTOMER market which will be used to distribute press release each month. 4. INCLUDES, FOUR (4) MONTHLY SOCIAL MEDIA POSTS. Each month, Optima will make four (4) posts to CUSTOMER Facebook account. These posts include three (3) visual social media assets, or “shareables,” and one (1) status update promoting the Optima blog post from that month. Optima will select one (1) post each month to receive a $25.00 “boost” to expand reach in CUSTOMER market. 5. INCLUDES, ONE (1) MONTHLY PRINT-READY NEWSLETTER. Using a custom one-page newsletter template created to articulate with CUSTOMER brand, Optima will use the monthly blog content to produce a print-ready newsletter including relevant imagery. A back-side return design will be added to facilitate newsletter mailing, if desired. 6. INCLUDES, BUILDPT INSIGHTS. Insights dashboard provided to CUSTOMER on a monthly basis reflecting data related to email campaign, social media, and content stats. TRUST™ SERVICES: 1. INCLUDES, OFFSITE SEO. Inbound link building from approximately 70 directories pointed towards CUSTOMER website. 2. INCLUDES, DIRECTORY MANAGEMENT. Optima will create an API-enabled CUSTOMER database which will enable a single source of truth for the management of up to 70 online directories containing CUSTOMER business information including: voice search intelligent systems (like SIRI and Amazon Alexa) and healthcare directories containing CUSTOMER business information. 3. INCLUDES, DUPLICATE LISTING SUPRESSION. Suppression of duplicate and inaccurate directory listings across approximately 70 directories including old business names, previous employees, and other errors. 4. INCLUDES, REPUTATION MANAGEMENT ENGINE. Review monitoring plus monthly emails to CUSTOMER’s clientele to build positive reviews from requested directory sites. 5. INCLUDES, BUILDPT INSIGHTS. Insights dashboard provided to CUSTOMER on a monthly basis regarding directory listings, including reputation management. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. If onboarding process does not begin 7 days after Optima delivers the CUSTOMER the onboarding form (due to a no or slow response from CUSTOMER), then Optima will start the campaign based on their own internal research. If this occurs, Optima will not be liable to provide guaranteed results for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. The content subscription described above includes content produced by Optima and licensed for use by CUSTOMER for promotional purposes. The content license allows CUSTOMER to modify or customize content for promotional purposes, but any content provided as part of this agreement may not be re-sold or used in an unauthorized manner. 3. The Optima content referenced in this agreement is non-exclusive and may be re-sold without restriction by Optima. 4. Website development will begin when all necessary materials are provided by CUSTOMER. Website will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Optima subdomain. Domain transfer to Optima hosting server included. 5. Website built on the WordPress content management platform using existing design templates within the Optima design library. 6. Content and images provided by the CUSTOMER or pulled from existing Optima content and design library. 7. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined in this agreement, however there is no guarantee of results. 8. The CUSTOMER Website is hosted on Optima servers. For a hosting transfer, the CUSTOMER must meet their contract in full before transferring to a different provider. |
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| SKU | BPT-WEBMAX |
| SERVICE | WEBSITE, MARKETING MAX PLAN |
| WEBSITE SERVICES:
1. INCLUDES, MOBILE RESPONSIVE WEBSITE UP TO THIRTY (30) STATIC HTML PAGES A. Homepage (welcome message + image; 50-word description of clinic; 3 service teasers with images; testimonial; blog teasers) B. Google Map with location link and address; social media links C. Services Page that displays all services offered by the clinic D. About Us Page (up to 350 words about clinic provided by CUSTOMER) E. Contact Page (location/contact information, basic contact form and Google Map) F. Blog. Comes preloaded with 3 SEO-optimized blog posts chosen by Optima G. Other static HTML pages (service, location, provider) as determined by CUSTOMER, not to exceed 30 core pages in total for site. Does not include special programming of dynamic pages such as transferring current blogs, maps, calendars, or other functions beyond static HTML functionality. 2. INCLUDES, ONE (1) MONTHLY UNBRANDED BLOG POST. Optima will provide CUSTOMER with a blog post which will be posted to CUSTOMER blog once per month. Blog will contain a related feature image and will use SEO best practices including metadata creation. Once the blog is posted by Optima, the CUSTOMER has the right to make any edits to the post. 3. INCLUDES, THREE (3) ROUNDS OF WEBSITE EDITS. The CUSTOMER will have three opportunities to fully review their website, each time providing their Account Manager with feedback and a thorough list of changes as edits to their site. Feedback can be provided over email, or it can be provided during a one-on-one meeting with the Account Manager via telephone, teleconference service, and/or Basecamp. To ensure thoroughness, clarity and focus, all high-end changes, edits, and feedback should be reserved for these three “Rounds” of edits. Any requests for additional rounds of edits will require an additional fee based on hourly rates. 4. INCLUDES, TECHNICAL SUPPORT AND HOSTING. Includes monthly website hosting, maintenance, and support. Plus: weekly site backups, web security and monitoring, upgrades to WordPress software and associated plugins. 5. INCLUDES, ONE (1) 30-MINUTE TRAINING SESSION. One 30-minute training session will be made available to CUSTOMER within 30 days of website completion. This is an optional training session and may be declined by CUSTOMER. If necessary, additional training sessions may be scheduled with Optima at our customary hourly rate. 6. INCLUDES, SSL CERTIFICATE. Includes, installation of SSL (secure sockets layer) certificate on CUSTOMER website to provide visitors with encryption between web server and browser for secured experience and enhanced website reputation. 7. INCLUDES, BUILDPT INSIGHTS. CUSTOMER has access to performance and analytics using the BuildPT Insights Dashboard. The CUSTOMER will also receive a monthly report on the overall performance of their campaign. CONNECT™ SERVICES: 1. INCLUDES, ONE (1) MONTHLY EMAIL CAMPAIGN. Using an Optima newsletter template design, we will design and distribute a monthly email newsletter to an email list provided by CUSTOMER. Newsletter will feature content produced by Optima. Up to four (4) additional custom briefs may be provided by the CUSTOMER for publication based on monthly submission requirements and deadlines. If CUSTOMER chooses to distribute content through own email campaign software, all design, distribution, and software expenses, as well as email list management, to be the responsibility of the CUSTOMER. 2. INCLUDES, TWO (2) MONTHLY BLOG POSTS. Optima will provide CUSTOMER with two blog posts which will be posted to CUSTOMER blog each month. Blog will contain a related feature image and will use SEO best practices including metadata creation. 3. INCLUDES, ONE (1) MONTHLY PRESS RELEASE. Optima will provide CUSTOMER with a monthly press release, personalized with CUSTOMER name and contact information and distributed by Optima. Optima will create and manage a local media list for CUSTOMER market which will be used to distribute press release each month. 4. INCLUDES, FOUR (4) MONTHLY SOCIAL MEDIA POSTS. Each month, Optima will make four (4) posts to CUSTOMER Facebook account. These posts include three (3) visual social media assets, or “shareables,” and one (1) status update promoting the Optima blog post from that month. Optima will select two (2) posts each month to receive a $25.00 boost ($50.00 total) to expand reach in CUSTOMER market. 5. INCLUDES, ONE (1) MONTHLY PRINT-READY NEWSLETTER. Using a custom four-page newsletter template created to articulate with CUSTOMER brand, Optima will use the monthly blog content to produce a print-ready newsletter including relevant imagery. A back-side return design will be added to facilitate newsletter mailing, if desired. 6. INCLUDES, DEVELOPMENT OF ONE (1) LANDING PAGE. Customized landing page for use as funnel destination from paid advertising campaign. 7. INCLUDES, $200 PER MONTH IN DIGITAL ADVERTISING. For use on digital advertising efforts (i.e., Facebook Ads or Google AdWords) each month. 8. INCLUDES, BUILDPT INSIGHTS. Insights dashboard provided to CUSTOMER on a monthly basis regarding email campaign, social media, and content stats. TRUST™ SERVICES: 1. INCLUDES, OFFSITE SEO. Inbound link building from approximately 70 directories pointed towards CUSTOMER website. 2. INCLUDES, DIRECTORY MANAGEMENT. Optima will create an API-enabled CUSTOMER database which will enable a single source of truth for the management of up to 70 online directories containing CUSTOMER business information including: voice search intelligent systems (like SIRI and Amazon Alexa) and healthcare directories containing CUSTOMER business information. 3. INCLUDES, DUPLICATE LISTING SUPRESSION. Suppression of duplicate and inaccurate directory listings across approximately 70 directories including old business names, previous employees, and other errors. 4. INCLUDES, REPUTATION MANAGEMENT ENGINE. Review monitoring plus monthly emails to CUSTOMER’s clientele to build positive reviews from requested directory sites. 5. INCLUDES, BUILDPT INSIGHTS. Insights dashboard provided to CUSTOMER on a monthly basis regarding directory listings, including reputation management. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. The content subscription described above includes content produced by Optima and licensed for use by CUSTOMER for promotional purposes. The content license allows CUSTOMER to modify or customize content for promotional purposes, but any content provided as part of this agreement may not be re-sold or used in an unauthorized manner. 3. The Optima content referenced in this agreement is non-exclusive and may be re-sold without restriction by Optima. 4. Site development will begin when all necessary materials are provided by CUSTOMER. Site will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Optima subdomain. Domain transfer to Optima hosting server included. 5. Website built on the WordPress content management platform using existing design templates within the Optima design library. 6. Content and images provided by the CUSTOMER or pulled from existing Optima content and design library. 7. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined in this agreement, however there is no guarantee of results. 8. The CUSTOMER Website is hosted on Optima servers. For a hosting transfer, the CUSTOMER must meet their contract in full before transferring to a different provider. |
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| SKU | BPT-CONSIFI |
| SERVICE | CONNECT™, SIFI |
| CONNECT™ SERVICES:
1. INCLUDES, ONE (1) MONTHLY EMAIL CAMPAIGN. Using an Optima newsletter template design, we will design and distribute a monthly email newsletter to an email list provided by CUSTOMER. Newsletter will feature content produced by Optima. Up to four (4) additional custom briefs may be provided by the CUSTOMER for publication based on monthly submission requirements and deadlines. If CUSTOMER chooses to distribute content through own email campaign software, all design, distribution, and software expenses, as well as email list management, to be the responsibility of the CUSTOMER. 2. INCLUDES, ONE (1) MONTHLY BLOG POSTS. Optima will provide CUSTOMER with one blog post which will be posted to CUSTOMER blog each month. Blog will contain a related feature image and will use SEO best practices including metadata creation. 3. INCLUDES, ONE (1) MONTHLY PRESS RELEASE. Optima will provide CUSTOMER with one monthly press release, personalized with CUSTOMER name, and contact information and distributed by Optima. Optima will create and manage a local media list for CUSTOMER market which will be used to distribute press release each month. 4. INCLUDES, FOUR (4) MONTHLY SOCIAL MEDIA POSTS. Each month, Optima will make four (4) posts to CUSTOMER Facebook account. These posts include three (3) visual social media assets, or “shareables,” and one (1) status update promoting the Optima blog post from that month. Optima will select one (1) post each month to receive a $25.00 “boost” to expand reach in CUSTOMER market. 5. INCLUDES, ONE (1) MONTHLY PRINT-READY NEWSLETTER. Using a custom one-page newsletter template created to articulate with CUSTOMER brand, Optima will use the monthly blog content to produce a print-ready newsletter including relevant imagery. A back-side return design will be added to facilitate newsletter mailing, if desired. 6. INCLUDES, BUILDPT INSIGHTS. Insights dashboard provided to CUSTOMER on a monthly basis reflecting data related to email campaign, social media, and content stats. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Content and images provided by CUSTOMER or pulled from existing Optima content and design library. 3. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined in this agreement, however there is no guarantee of results. |
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| SKU | BPT-CONMAX |
| SERVICE | CONNECT™, MAX |
| CONNECT™ SERVICES:
1. INCLUDES, ONE (1) MONTHLY EMAIL CAMPAIGN. Using an Optima newsletter template design, we will design and distribute a monthly email newsletter to an email list provided by CUSTOMER. Newsletter will feature content produced by Optima. Up to four (4) additional custom briefs may be provided by the CUSTOMER for publication based on monthly submission requirements and deadlines. If CUSTOMER chooses to distribute content through own email campaign software, all design, distribution, and software expenses, as well as email list management, to be the responsibility of the CUSTOMER. 2. INCLUDES, TWO (2) MONTHLY BLOG POSTS. Optima will provide CUSTOMER with two blog posts which will be posted to CUSTOMER blog each month. Blog will contain a related feature image and will use SEO best practices including metadata creation. 3. INCLUDES, ONE (1) MONTHLY PRESS RELEASE. Optima will provide CUSTOMER with a monthly press release, personalized with CUSTOMER name and contact information and distributed by Optima. Optima will create and manage a local media list for CUSTOMER market which will be used to distribute press release each month. 4. INCLUDES, FOUR (4) MONTHLY SOCIAL MEDIA POSTS. Each month, Optima will make four (4) posts to CUSTOMER Facebook account. These posts include three (3) visual social media assets, or “shareables,” and one (1) status update promoting the Optima blog post from that month. Optima will select two (2) posts each month to receive a $25.00 boost ($50.00 total) to expand reach in CUSTOMER market. 5. INCLUDES, ONE (1) MONTHLY PRINT-READY NEWSLETTER. Using a custom four-page newsletter template created to articulate with CUSTOMER brand, Optima will use the monthly blog content to produce a print-ready newsletter including relevant imagery. A back-side return design will be added to facilitate newsletter mailing, if desired. 6. INCLUDES, DEVELOPMENT OF ONE (1) LANDING PAGE. Customized landing page for use as funnel destination from paid advertising campaign. 7. INCLUDES, $200 PER MONTH IN DIGITAL ADVERTISING. For use on digital advertising efforts (i.e., Facebook Ads or Google Adwords) each month. 8. INCLUDES, BUILDPT INSIGHTS. Insights dashboard provided to CUSTOMER on a monthly basis regarding email campaign, social media, and content stats. TRUST™ SERVICES: 1. INCLUDES, OFFSITE SEO. Inbound link building from approximately 70 directories pointed towards CUSTOMER website. 2. INCLUDES, DIRECTORY MANAGEMENT. Optima will create an API-enabled CUSTOMER database which will enable a single source of truth for the management of up to 70 online directories containing CUSTOMER business information including: voice search intelligent systems (like SIRI and Amazon Alexa) and healthcare directories containing CUSTOMER business information. 3. INCLUDES, DUPLICATE LISTING SUPRESSION. Suppression of duplicate and inaccurate directory listings across approximately 70 directories including old business names, previous employees, and other errors. 4. INCLUDES, REPUTATION MANAGEMENT ENGINE. Review monitoring plus monthly emails to CUSTOMER’s clientele to build positive reviews from requested directory sites. 5. INCLUDES, BUILDPT INSIGHTS. Insights dashboard provided to CUSTOMER on a monthly basis regarding directory listings, including reputation management. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Website development will begin when all necessary materials are provided by CUSTOMER. Website will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Optima subdomain. Domain transfer to Optima hosting server included. 3. Website built on the WordPress content management platform using existing design templates within the Optima design library. 4. Content and images provided by the CUSTOMER or pulled from existing Optima content and design library. 5. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined in this agreement, however there is no guarantee of results. |
|
SKU |
BPT-CONCUSTOM |
| SERVICE | CUSTOM CONTENT ADD-ON |
| CUSTOM CONTENT SERVICES:
1. INCLUDES, CUSTOMIZED CONTENT SUBSCRIPTION. Used together with any qualifying content subscription (including, but not limited to, Website Content Plan, Connect™) this custom content add-on service provides CUSTOMER with unique content professionally written and licensed for use by CUSTOMER. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. The content subscription described above includes content produced by Optima and licensed for use by CUSTOMER for promotional purposes. The content license allows CUSTOMER to modify or customize content for promotional purposes, but any content provided as part of this agreement may not be re-sold or used in an unauthorized manner. 3. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined in this agreement, however there is no guarantee of results. |
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| SKU | BPT-TRUST (FIRST LOCATION), BPT-TRUSTADDL(ADDITIONAL LOCATIONS) |
| SERVICE | TRUST™ |
| TRUST™ SERVICES:
1. INCLUDES, OFFSITE SEO. Inbound link building from approximately 70+ directories pointed towards CUSTOMER website. 2. INCLUDES, DIRECTORY MANAGEMENT. Optima will create an API-enabled CUSTOMER database which will enable a single source of truth for the management of up to 70 online directories containing CUSTOMER business information including: voice search intelligent systems (like SIRI and Amazon Alexa) and healthcare directories containing CUSTOMER business information. 3. INCLUDES, DUPLICATE LISTING SUPRESSION. Suppression of duplicate and inaccurate directory listings across approximately 70 directories including old business names, previous employees, and other errors. 4. INCLUDES, REPUTATION MANAGEMENT ENGINE. Review monitoring plus monthly emails to CUSTOMER’s clientele to build positive reviews from requested directory sites. 5. INCLUDES, BUILDPT INSIGHTS. Insights dashboard provided to CUSTOMER on a monthly basis regarding directory listings, including reputation management. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Content and images provided by the CUSTOMER or pulled from existing Optima content and design library. 3. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined in this agreement, however there is no guarantee of results. |
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| SKU | BPT-LEADBASIC |
| SERVICE | LEAD AUTOMATION FUNNEL, BASIC |
| LEAD AUTOMATION SERVICES:
1. INCLUDES, CREATION OF ONE (1) PAID SEARCH CAMPAIGN PER NETWORK, TWO (2) ADS PER CAMPAIGN. An Optima account manager will work with CUSTOMER to create a highly targeted paid search campaign on Google and/or Facebook allocating a budget of $300 toward the keywords and ads that fit the campaign strategy. Optima will create these ads based on feedback from the CUSTOMER. An offer delivers the most optimal results. Optima will optimize ads, keywords, CPC monthly to provide the most optimal results. Any strategic changes like replacing all ads should only occur if there is a change in overall strategy. 2. INCLUDES, ONE (1) BUILDPT LANDING PAGE. The CUSTOMER and Optima account manager will choose an Optima Landing Page that is most relevant to the ad campaign and strategy. (Example: E-book, Special Event). This page is customized to fit the CUSTOMER’s brand. 3. INCLUDES, EMAIL LEAD AUTOMATION. Optima will create an automated email drip campaign using agency partnership with Mailchimp. CUSTOMER gets access to all contacts upon request. 4. INCLUDES, MONTHLY DATA ANALYSIS, OPTIMIZATION + ACCOUNT MANAGEMENT. Using data gathered from the CUSTOMER campaign, Optima account manager will make real-time campaign adjustments as necessary in accordance with campaign objectives defined by CUSTOMER and account manager. After onboarding, one meeting per month between CUSTOMER and account manager will be available for campaign performance review and adjustments. 5. INCLUDES, BUILDPT INSIGHTS + CALL RESULTS. BuildPT Insights is a data-driven dashboard provided to the CUSTOMER, so they can monitor real-time results. A full report based on BuildPT Insights dashboard will also be sent to the CUSTOMER monthly. Upon CUSTOMER request, Optima can provide monthly detailed call information (like call recordings) using the CallRail software. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Landing page development will begin when all necessary materials are provided by CUSTOMER. This page will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Optima subdomain. Domain transfer to Optima hosting server included. 3. Website landing page built on the WordPress content management platform using existing design templates within the Optima design library. 4. Content and images provided by the CUSTOMER or pulled from existing Optima content and design library. 5. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined in this agreement, however there is no guarantee of results.
6. Upon campaign conversions, which are defined as instances when leads/potential clients submit information via a landing page form, CUSTOMER will receive real-time alerts via email. Optima will also provide conversation information upon request. CUSTOMER is responsible for all internal follow-ups with all leads outside of the services outlined in this contract. |
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| SKU | BPT-LEADADVANCE |
| SERVICE | LEAD AUTOMATION FUNNEL, ADVANCED |
| LEAD AUTOMATION SERVICES:
1. INCLUDES, CREATION OF TWO (2) PAID SEARCH CAMPAIGNS PER NETWORK, TWO (2) ADS PER CAMPAIGN. An Optima account manager will work with CUSTOMER to create a highly targeted paid search campaign on Google and/or Facebook allocating a budget of $700 toward the keywords and ads that fit the campaign strategy. Optima will create these ads based on feedback from the CUSTOMER. An offer delivers the most optimal results, but this must be provided by the CUSTOMER. Optima will optimize ads, keywords, CPC monthly to provide the most optimal results. Any, strategic changes like replacing all ads should only occur if there is a change in overall strategy. 2. INCLUDES, TWO (2) BUILDPT LANDING PAGES + ONE (1) CUSTOM LANDING PAGE. The CUSTOMER and Optima account manager will choose a BuildPT Landing Page(s) that is most relevant to the ad campaign and strategy. Example: (E-book, Special Event). This page is customized to fit the CUSTOMER’s brand. 3. INCLUDES, EMAIL LEAD AUTOMATION. Optima will create an automated email drip campaign using agency partnership with Mailchimp. CUSTOMER gets access to all contacts upon request. 4. INCLUDES, MONTHLY DATA ANALYSIS, OPTIMIZATION + ACCOUNT MANAGEMENT. Using data gathered from the CUSTOMER campaign, Optima account manager will make real-time campaign adjustments as necessary in accordance with campaign objectives defined by CUSTOMER and account manager. After onboarding, one meeting per month between CUSTOMER and account manager will be available for campaign performance review and adjustments. 5. INCLUDES, BUILDPT INSIGHTS + CALL RESULTS. BuildPT Insights is a data driven dashboard provided to the CUSTOMER, so they can monitor real-time results. A full report based on BuildPT Insights dashboard will also be sent to the CUSTOMER monthly. Upon CUSTOMER request, Optima can provide monthly detailed call information (like call recordings) using the CallRail software. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Landing page development will begin when all necessary materials are provided by CUSTOMER. This page will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Optima subdomain. Domain transfer to Optima hosting server included. 3. Website landing page built on the WordPress content management platform using existing design templates within the Optima design library. 4. Content and images provided by the CUSTOMER or pulled from existing Optima content and design library. 5. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined in this agreement, however there is no guarantee of results.
6. Upon campaign conversions, which are defined as instances when leads/potential clients submit information via a landing page form, CUSTOMER will receive real-time alerts via email. Optima will also provide conversation information upon request. CUSTOMER is responsible for any and all internal follow-ups with all leads outside of the services outlined in this contract. |
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| SKU | BPT-LEADPRO |
| SERVICE | LEAD AUTOMATION FUNNEL, PRO |
| LEAD AUTOMATION SERVICES:
1. INCLUDES, CREATION OF FOUR (4) PAID SEARCH CAMPAIGNS PER NETWORK, TWO (2) ADS PER CAMPAIGN. An Optima account manager will work with CUSTOMER to create a highly targeted paid search campaign on Google and/or Facebook allocating a budget of $1,400 toward the keywords and ads that appropriately fits the campaign strategy. Optima will create these ads on behalf of the CUSTOMER. Please note that typically an offer delivers the most optimal results, and this can only be provided by the CUSTOMER. Optima will optimize ads, keywords, CPC monthly, and allocate the $1,400 ad budget to the network that provides the most optimal results. Any, strategic changes like replacing all ads should only occur if there is a change in overall strategy. 2. INCLUDES, FOUR (4) BUILDPT LANDING PAGES + ONE (1) CUSTOM LANDING PAGE. The CUSTOMER and Optima Account Manager will choose up to 4 BuildPT Landing Pages that is most relevant to the ad campaign and strategy. Example: (E-book, Special Event). This page is customized to fit the CUSTOMER’s brand. 3. INCLUDES, EMAIL LEAD AUTOMATION. Optima will create an automated email drip campaign using agency partnership with Mailchimp. CUSTOMER gets access to all contacts upon request. 4. INCLUDES, MONTHLY DATA ANALYSIS, OPTIMIZATION + ACCOUNT MANAGEMENT. Using data gathered from the CUSTOMER campaign, Optima account manager will make real-time campaign adjustments as necessary in accordance with campaign objectives defined by CUSTOMER and account manager. After onboarding, one meeting per month between CUSTOMER and account manager will be available for campaign performance review and adjustments. 5. INCLUDES, BUILDPT INSIGHTS & CALL RESULTS. BuildPT Insights is a data driven dashboard provided to the CUSTOMER, so they can monitor real-time results. A full report based on BuildPT Insights dashboard will also be sent to the CUSTOMER monthly. Upon CUSTOMER request, Optima can provide monthly detailed call information (like call recordings) using the CallRail software. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Landing page development will begin when all necessary materials are provided by CUSTOMER. This page will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Optima subdomain. Domain transfer to Optima hosting server included. 3. Website landing page built on the WordPress content management platform using existing design templates within the Optima design library. 4. Content and images provided by the CUSTOMER or pulled from existing Optima content and design library. 5. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined in this agreement, however there is no guarantee of results. 6. Upon campaign conversions, which are defined as instances when leads/potential clients submit information via a landing page form, CUSTOMER will receive real-time alerts via email. Optima will also provide conversation information upon request. CUSTOMER is responsible for any and all internal follow-ups with all leads outside of the services outlined in this contract. |
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| SKU | BPT-CALLBASIC |
| SERVICE | CALL FUNNEL, BASIC |
| FUNNEL SERVICES:
1. INCLUDES, CREATION OF ONE (1) PAID SEARCH CAMPAIGN, TWO (2) ADS. An Optima account manager will work with CUSTOMER to create a highly targeted paid search campaign on Google Adwords allocating a budget of $300/month toward the keywords and ads that fit the campaign strategy. Optima will create these ads based on feedback from the CUSTOMER. Please note that typically an offer delivers the most optimal results, and this can only be provided by the CUSTOMER. Optima will optimize ads, keywords, CPC monthly to provide the most optimal results. Any, strategic changes like replacing all ads should only occur if there is a change in overall strategy. 2. INCLUDES, MONTHLY DATA ANALYSIS, OPTIMIZATION + ACCOUNT MANAGEMENT. Using data gathered from the CUSTOMER campaign, an Optima account manager will make campaign adjustments as necessary in accordance with campaign objectives defined by CUSTOMER and the Optima account manager. After onboarding, one meeting per month between CUSTOMER and account manager will be available for campaign performance review and adjustments. 3. INCLUDES, BUILDPT INSIGHTS & CALL RESULTS. BuildPT Insights is a data driven dashboard provided to the CUSTOMER, so they can monitor real-time results. A full report based on BuildPT Insights dashboard will also be sent to the CUSTOMER monthly. Upon CUSTOMER request, Optima can provide monthly detailed call information (like call recordings) using the CallRail software. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the services described above, CUSTOMER may experience limited services for the corresponding month. If onboarding process does not begin 7 days after Optima delivers the CUSTOMER the onboarding form (due to a no or slow response from CUSTOMER), then Optima will start the campaign based on their own internal research. If this occurs, Optima will not be liable to provide guaranteed results for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables detailed herein, however there is no guarantee of results. |
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| SKU | BPT-CALLADVANCE |
| SERVICE | CALL FUNNEL, ADVANCED |
| FUNNEL SERVICES:
1. INCLUDES, CREATION OF TWO (2) PAID SEARCH CAMPAIGNS, FOUR (4) ADS. An Optima account manager will work with CUSTOMER to create a highly targeted paid search campaign on Google Adwords allocating a budget of $700/month toward the keywords and ads that fit the campaign strategy. Optima will create these ads based on feedback from the CUSTOMER. Please note that typically an offer delivers the most optimal results, and this can only be provided by the CUSTOMER. Optima will optimize ads, keywords, CPC monthly to provide the most optimal results. Any, strategic changes like replacing all ads should only occur if there is a change in overall strategy. 2. INCLUDES, MONTHLY DATA ANALYSIS, OPTIMIZATION + ACCOUNT MANAGEMENT. Using data gathered from the CUSTOMER campaign, Optima will make campaign adjustments as necessary in accordance with campaign objectives defined by CUSTOMER and the Optima account manager. After onboarding, one meeting per month between CUSTOMER and account manager will be available for campaign performance review and adjustments. 3. INCLUDES, BUILDPT INSIGHTS & CALL RESULTS. BuildPT Insights is a data driven dashboard provided to the CUSTOMER, so they can monitor real-time results. A full report based on BuildPT Insights dashboard will also be sent to the CUSTOMER monthly. Upon CUSTOMER request, Optima can provide monthly detailed call information (like call recordings) using the CallRail software. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the services described above, CUSTOMER may experience limited services for the corresponding month. If onboarding process does not begin 7 days after Optima delivers the CUSTOMER the onboarding form (due to a no or slow response from CUSTOMER), then Optima will start the campaign based on their own internal research. If this occurs, Optima will not be liable to provide guaranteed results for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables detailed herein, however there is no guarantee of results. |
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| SKU | BPT-CALLPRO |
| SERVICE | CALL FUNNEL, PRO |
| FUNNEL SERVICES:
1. INCLUDES, CREATION OF FOUR (4) PAID SEARCH CAMPAIGNS, EIGHT (8) ADS. An Optima account manager will work with CUSTOMER to create a highly targeted paid search campaign on Google Adwords allocating a budget of $1400/month toward the keywords and ads that fit the campaign strategy. Optima will create these ads based on feedback from the CUSTOMER. Please note that typically an offer delivers the most optimal results, and this can only be provided by the CUSTOMER. Optima will optimize ads, keywords, CPC monthly to provide the most optimal results. Any, strategic changes like replacing all ads should only occur if there is a change in overall strategy. 2. INCLUDES, MONTHLY DATA ANALYSIS, OPTIMIZATION + ACCOUNT MANAGEMENT. Using data gathered from the CUSTOMER campaign, the Optima account manager will make campaign adjustments as necessary in accordance with campaign objectives defined by CUSTOMER and the Optima account manager. After onboarding, one meeting per month between CUSTOMER and account manager will be available for campaign performance review and adjustments. 3. INCLUDES, BUILDPT INSIGHTS & CALL RESULTS. BuildPT Insights is a data driven dashboard provided to the CUSTOMER, so they can monitor real-time results. A full report based on BuildPT Insights dashboard will also be sent to the CUSTOMER monthly. Upon CUSTOMER request, Optima can provide monthly detailed call information (like call recordings) using the CallRail software. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the services described above, CUSTOMER may experience limited services for the corresponding month. If onboarding process does not begin 7 days after Optima delivers the CUSTOMER the onboarding form (due to a no or slow response from CUSTOMER), then Optima will start the campaign based on their own internal research. If this occurs, Optima will not be liable to provide guaranteed results for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as described herein, however there is no guarantee of results. |
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| SKU | BPT-FUNNEL250 |
| SERVICE | FUNNEL 250 |
| FUNNEL SERVICES:
1. INCLUDES, CREATION OF ONE (1) PAID SEARCH CAMPAIGN PER NETWORK, TWO (1) AD PER CAMPAIGN. An Optima account manager will work with CUSTOMER to create a highly targeted paid search campaign on Google and/or Facebook allocating a budget of $150/month toward the keywords and ads that fit the campaign strategy. Optima will create these ads based on feedback from the CUSTOMER. An offer delivers the most optimal results. Optima will optimize ads, keywords, CPC monthly to provide the most optimal results. Any strategic changes like replacing all ads should only occur if there is a change in overall strategy. 2. INCLUDES, ONE (1) BUILDPT LANDING PAGE. The CUSTOMER and Optima account manager will choose an Optima Landing Page that is most relevant to the ad campaign and strategy. Example: (E-book, Special Event). This page is customized to fit the CUSTOMER’s brand. 3. INCLUDES, MONTHLY DATA ANALYSIS, OPTIMIZATION. Using data gathered from the CUSTOMER campaign, Optima account manager will make real-time campaign adjustments as necessary in accordance with campaign objectives defined by CUSTOMER and account manager. 4. INCLUDES, BUILDPT INSIGHTS. BuildPT Insights is a data driven dashboard provided to the CUSTOMER, so they can monitor real-time results. A full report based on BuildPT Insights dashboard will also be sent to the CUSTOMER monthly. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Landing page development will begin when all necessary materials are provided by CUSTOMER. This page will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Optima subdomain. Domain transfer to Optima hosting server included. 3. Website landing page built on the WordPress content management platform using existing design templates within the Optima design library. 4. Content and images provided by the CUSTOMER or pulled from existing Optima content and design library. 5. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined herein, however there is no guarantee of results.
6. Upon campaign conversions, which are defined as instances when leads/potential clients submit information via a landing page form, CUSTOMER will receive real-time alerts via email. Optima will also provide conversation information upon request. CUSTOMER is responsible for all internal follow-ups with all leads outside of the services outlined in this contract. |
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| SKU | BPT-LANDINGPG |
| SERVICE | WEBSITE, CUSTOM LANDING PAGE |
| LANDING PAGE SERVICES:
1. INCLUDES, ONE (1) BUILDPT LANDING PAGE. The CUSTOMER and Optima account manager will choose an Optima Landing Page that is most relevant to the ad campaign and strategy. Example: (E-book, Special Event). This page is customized to fit the CUSTOMER’s brand. ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Optima to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Landing page development will begin when all necessary materials are provided by CUSTOMER. This page will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Optima subdomain. Domain transfer to Optima hosting server included. 3. Website landing page built on the WordPress content management platform using existing design templates within the Optima design library. 4. Content and images provided by the CUSTOMER or pulled from existing Optima content and design library. 5. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Optima will execute all deliverables as outlined herein, however there is no guarantee of results.
6. Upon campaign conversions, which are defined as instances when leads/potential clients submit information via a landing page form, CUSTOMER will receive real-time alerts via email. Optima will also provide conversation information upon request. CUSTOMER is responsible for all internal follow-ups with all leads outside of the services outlined in this contract. |
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TERMS AND CONDITIONS
WHEREAS, Optima develops and provides various marketing services (the “Services”) and CUSTOMER desires to engage Optima for such Services in accordance with CUSTOMER’s Agreement and these Terms and Conditions.
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, and intending to be legally bound hereby, the parties agree as follows:
- 1.
(a) Provision of Services. Subject to the terms, conditions and limitations set forth in the Agreement and these Terms and Conditions, CUSTOMER shall provide the applicable Services to CUSTOMER as set forth in CUSTOMER’s Agreement.
(b) Title & Ownership of Rights. Net Health may use certain intellectual property in performing the Services, including without limitation, data, software, designs, utilities, tools, models, systems, ideas, methods and techniques (“Materials”). CUSTOMER acknowledges that Optima is the owner of all Materials, including any and all related intellectual property rights in the Materials (including any developments, improvements, and knowledge generated during the performance of our Services), and in any working papers compiled in connection with the Services. In the course of performing the Services, Optima may provide CUSTOMER with access to spreadsheets, models, or other software tools. These items are provided to CUSTOMER solely for convenience and on an “as is” condition without warranty of any kind.
- Independent Contractor. In connection with Optima’s performance of the Services, Optima and each person provided by Optima to CUSTOMER hereunder shall act solely as an independent contractor and nothing herein contained shall at any time be so construed as to create a relationship of employer and employee, partnership, principal and agent, or joint venture as between CUSTOMER and Optima or between CUSTOMER and any person provided by Optima to CUSTOMER hereunder.
- Term and Termination.
(a) General. The term of the Agreement (“Term”) shall commence on the Effective Date of the Agreement and continue thereafter for the Initial Term, subject to earlier termination in accordance with these Terms and Conditions. Upon the expiration of the Initial Term, unless stated otherwise in the Agreement, the Agreement will automatically renew for successive terms of equal length with the Initial Term (each a “Renewal Term”) at the Fees set forth in Section 4(b) of these Terms and Conditions, unless either party elects to terminate the Agreement by giving the other party written notice of such election at least sixty (60) days before the expiration of the then-current Term.
(b) Termination. If CUSTOMER commits a material breach of the Agreement, including these Terms and Conditions and/or the BAA, and persists in such failure for a period of thirty (30) days after receiving written notice thereof from Optima, Optima may terminate the Agreement upon written notice to CUSTOMER and CUSTOMER shall pay all remaining Fees from the date of termination to the end of the current Term. If Optima commits a material breach of the Agreement, and persists in such failure for a period of thirty (30) days after receiving written notice thereof from CUSTOMER, CUSTOMER may terminate this Agreement upon written notice.
- Payment.
(a) General. In consideration of the Services provided by Optima pursuant to the Agreement, CUSTOMER shall pay to Optima the amounts provided for in the applicable Agreement (the “Fee(s)”) and in accordance with the payment terms set forth in the Agreement.
(b) Renewal & Third-Party Fees. For any Renewal Term, the Fees shall be Optima’s then-current Fees. In addition, Optima may increase Fees at any time in an amount equal to any charges imposed by third parties for any third party components used in connection with the Services.
(c) Taxes Not Included. To the extent applicable, the Fees listed in the Agreement do not include taxes, duties, or other fees, and CUSTOMER shall reimburse Optima for all such taxes appropriately assessed and paid related to any Services provided pursuant to this Agreement, except for those taxes based on Optima’s net income.
(d) Late Payment. If any of the Fees are not paid to Optima by CUSTOMER when due, then the Services may not become available to CUSTOMER until such Fees are paid in full. Payments not made when due will be subject to interest charges at a rate equal to the lesser of one and one-half percent (1.50%) per month, or the maximum rate allowable by law and will accrue monthly on all outstanding balances until paid. CUSTOMER shall be responsible for paying all costs of collection, including reasonable attorneys’ fees, and where lawful, collection agency fees. If payment is not received within sixty (60) days of such payment due date, any and all warranties provided pursuant to the terms of this Agreement shall be voided, and Services provided to CUSTOMER pursuant to the terms of the Agreement will be suspended until payment is received. Services shall be reinstated when CUSTOMER’S payment is received in full. Except for termination by CUSTOMER in accordance with this Agreement, all payment obligations under this Agreement are non-cancelable and non-refundable.
- CUSTOMER Cooperation. CUSTOMER will fully cooperate with Optima in its performance of the Services and will at all times provide Optima with at least one reliable point of contact for purposes of overseeing the Services.
- Publicity. Following execution of this Agreement and during the Term hereof, Optima shall be permitted to utilize CUSTOMER’S name and logo in marketing materials, customer lists, and in press releases noting that CUSTOMER is an Optima customer.
- Warranty Disclaimer; Limitation Of Liability.
(a) THE WARRANTIES PROVIDED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY OPTIMA. OPTIMA MAKES AND CUSTOMER RECEIVES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION, REGARDING THE SERVICES AND OPTIMA SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) In no event shall Optima be liable to CUSTOMER for any loss of profits; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against CUSTOMER, even if Optima has been advised of the possibility of such damages. Optima’s total liability with respect to all causes of action together will not exceed the total amount of Fees paid by CUSTOMER to Optima under the applicable Agreement in the twelve (12) months before such claim arose.
- Governing Law and Jurisdiction. The Agreement and these Terms and Conditions shall be governed and construed in all respects in accordance with the laws of the Commonwealth of Pennsylvania without regard to any conflict of laws principles. Any disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Allegheny County, Pennsylvania, each party hereby consents to the jurisdiction of such courts, and neither party shall bring any action hereunder in any other court.
- Force Majeure. Optima shall not be liable for breach of the Agreement caused by circumstances beyond Optima’s reasonable control.
- Notices. All notices required by this Agreement shall be in writing and shall be delivered by hand, United States Postal Service certified mail, or overnight courier to the other party at such party’s address set forth in the opening paragraph of this Agreement, or to such other address as each party may designate in writing.
- Integration. The Agreement, including these terms and conditions, constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior representations, proposals, discussions, and communications, whether oral or written.
- Survival. Sections 1(b), 4, 7, 8, 9, 10 and this Section 12 shall survive any termination or expiration of the Agreement.
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (“BAA”) is entered into by and between Optima Healthcare Solutions, LLC (“Business Associate”) and CUSTOMER(“Covered Entity”) effective as the effective date of the Agreement between the parties (“Effective Date”). This BAA sets out the responsibilities and obligations of Business Associate as a business associate of Covered Entity under the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), to the extent applicable to the relationship between Optima and CUSTOMER.
Whereas, Business Associate and Covered Entity have entered into a certain Agreement (“Agreement”) under which Business Associate has agreed to provide Covered Entity with certain software and/or related services;
Whereas, Business Associate and Covered Entity have mutual obligations under the Agreement that may require Business Associate and Covered Entity to use or disclose Covered Entity’s PHI of Individuals as that term is defined under HIPAA; and
Whereas, This BAA is intended to comply with the rules on handling of PHI under the HIPAA Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 160 and Part 164, Subpart E (“Privacy Rule”), the HIPAA Security Standards, 45 C.F.R. Part 160 and Part 164, Subpart C (“Security Rule”), and the HIPAA Breach Notification Regulations, 45 C.F.R. Part 164, Subpart D (“Breach Notification Rule”), so as to permit the Business Associate and Covered Entity to access, use and exchange PHI in a manner which complies with the provisions of HIPAA and the HITECH Act.
NOW, THEREFORE, in consideration of the foregoing, the agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, Business Associate and Covered Entity agree as follows:
Section 1— Definitions
1.1 Terms Defined in Regulation. Capitalized terms used, but not otherwise defined, in this BAA shall have the same meaning as those terms are defined in the Privacy Rule, the Security Rule, and the Breach Notification Rule promulgated pursuant to the HITECH Act, 45 C.F.R. 164.402.
1.2 Electronic Health Record. “Electronic Health Record” shall have the same meaning as the term “electronic health record” in the HITECH Act, section 13400(5).
1.3 Electronic Protected Health Information. “Electronic Protected Health Information” (sometimes “ePHI”) shall have the same meaning as the term ‘electronic protected health information’ in 45 C.F.R. 160.103 limited to the information received from Covered Entity, or created, maintained or transmitted by Business Associate on behalf of Covered Entity.
1.4 Individual. “Individual” shall have the same meaning as the term “individual” in 45 C.F.R.160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. 164.502(g).
1.5 Protected Health Information. “Protected Health Information” (“PHI”) shall have the same meaning as the term “protected health information” in 45 C.F.R. 160.103, limited to the information received from Covered Entity, or created, maintained or transmitted by Business Associate on behalf of Covered Entity.
Section 2 – Obligations & Activities of Business Associate under the Privacy Rule
2.1 Business Associate agrees to comply with all applicable Use and Disclosure provisions of the Privacy Rule as directed under section 13404 of the HITECH Act. To the extent Business Associate is to carry out an obligation of Covered Entity under the Privacy Rule, Business Associate will comply with the requirements of the Privacy Rule that apply to Covered Entity in the performance of such obligation.
2.2 Business Associate agrees that any Use or Disclosure of PHI shall comply with the Privacy Rule, as applicable to Business Associate.
2.3 Business Associate agrees to not Use or Disclose PHI other than as permitted or required by this BAA, the Agreement, or as Required by Law. Business Associate shall only Use or Disclose only the Minimum Necessary amount of PHI necessary to accomplish the purpose of the Use or Disclosure, in accordance with any current or future guidance issued by the Department of Health and Human Services regarding the “minimum necessary” use or disclosure of PHI. Except as otherwise permitted under HIPAA, Covered Entity shall provide to Business Associate only the Minimum Necessary amount of PHI necessary to accomplish the purpose of the request, use or disclosure.
2.4 Business Associate will comply with the applicable requirements of the HIPAA Security Rule.
2.5 Business Associate agrees to report to Covered Entity’s Privacy Official any Use or Disclosure of PHI for purposes other than those permitted by this BAA and/or the Agreement of which it becomes aware.
2.6 Business Associate agrees to ensure that any agent or subcontractor to whom it provides PHI received from, or created or received by Business Associate on behalf of Covered Entity, agrees to substantially the same restrictions and conditions that apply through this BAA to Business Associate with respect to such information.
2.7 To the extent Business Associate maintains PHI in a Designated Record Set that is not duplicative of a Designated Record Set maintained by Covered Entity, Business Associate will make such PHI available to Covered Entity PHI in order for Covered Entity to meet the requirements under 45 C.F.R. 164.524. If an Individual makes a request for access to PHI directly to Business Associate, Business Associate shall notify Covered Entity of such request. Covered Entity will be responsible for making all determinations regarding the grant or denial of an Individual’s request for PHI and Business Associate will make no such determinations. Only Covered Entity will release PHI to an Individual pursuant to such a request. Business Associate will notify Covered Entity of any request (including subpoenas) that Business Associate receives for access to PHI that is within Business Associate’s custody, and Covered Entity will be responsible for providing an appropriate response.
2.8 To the extent Business Associate maintains PHI in a Designated Record Set that is not duplicative of a Designated Record Set maintained by Covered Entity, Business Associate will provide such PHI to Covered Entity for amendment. If an Individual makes a request for amendment directly to Business Associate, Business Associate will forward such request in writing to Covered Entity. Covered Entity shall have the sole responsibility to make decisions regarding whether to approve a request for an amendment to PHI.
2.9 Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity, available to the Secretary, in a time and manner designated by the Secretary, as applicable, for purposes of determining Covered Entity’s compliance with HIPAA or the HITECH Act. No attorney-client, accountant-client or other legal privilege will be deemed waived by Business Associate or Covered Entity as a result of compliance with this Section.
2.10 Business Associate agrees to document such disclosures of PHI in its possession and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528. At a minimum the following information regarding the disclosure will be documented: 1) the date of the disclosure; 2) the name of the entity or person who received the PHI, and the address of such entity or person; 3) a brief description of the PHI disclosed; 4) a brief statement regarding the purpose and an explanation of the basis of such disclosure; and 5) the names of the Individuals whose PHI was disclosed.
2.11 Business Associate agrees to provide to Covered Entity, upon written request, information collected in accordance with Section 2.10 of this BAA, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528.
2.12 To the extent that Covered Entity uses or maintains an Electronic Health Record that discloses any PHI to a third party, and/or to the extent Business Associate’s licensed software is deemed to be an Electronic Health Record that discloses any PHI to a third party, Business Associate agrees to cooperate with Covered Entity to ensure that, as of any applicable compliance date, such Electronic Health Record is capable of providing the information required by the then current provisions of the HITECH Act, or any regulations promulgated thereunder, for an accounting of disclosures of PHI through an Electronic Health Record.
Section 3 — Permitted Uses & Disclosures by Business Associate
3.1 General Use and Disclosure Provision. Except as otherwise limited in this BAA, Business Associate may Use or Disclose PHI obtained from or on behalf of Covered Entity to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in this BAA and/or the Agreement, provided that such Use or Disclosure complies with HIPAA and the HITECH Act.
3.2 Specific Use and Disclosure Provision.
(a) Except as otherwise limited in this BAA, Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate.
(b) Except as otherwise limited in this BAA, Business Associate may Use or Disclose PHI for the proper management and administration of Business Associate, or to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI to a third party for such purposes only if: (1) the Disclosure is Required by Law; or (2) Business Associate secures written assurance from the receiving party that the receiving party will: (i) hold the PHI confidentially; (ii) Use or Disclose the PHI only as Required by Law or for the purposes for which it was Disclosed to the recipient; and (iii) notify the Business Associate of any other Use or Disclosure of PHI.
(c) Business Associate may Use or Disclose PHI to perform Data Aggregation as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
(d) Business Associate and its subcontractor(s) may also Use and Disclose PHI to create de-identified information consistent with the standard for de-identification of PHI set forth at 45 C.F.R. 164.514. Business Associate and its subcontractor(s) shall be permitted to further Use or Disclose such de-identified information provided that such Use or Disclosure is not prohibited by law. The parties understand that properly de-identified information is not PHI and is not subject to the terms and conditions of this BAA.
Section 4 – Obligations & Activities of Business Associate under the Security Rule and HITECH Act
4.1 Business Associate will implement and maintain appropriate safeguards to prevent any Use or Disclosure of PHI for purposes other than those permitted by this BAA or the Agreement, including administrative, physical and technical safeguards to protect the confidentiality, integrity, and availability of any ePHI, if any, that Business Associate receives from Covered Entity or creates, maintains, or transmits on behalf of Covered Entity. Business Associate will comply with the applicable requirements of the HIPAA Security Rule.
4.2 Business Associate agrees to ensure that any agent, including subcontractors, to whom it provides ePHI agree in writing to implement reasonable and appropriate safeguards to protect the ePHI.
4.3 Business Associate agrees to report to Covered Entity any Security Incident involving ePHI of which Business Associate becomes aware in which there is a successful unauthorized access, Use, Disclosure, modification, or destruction of ePHI or interference with system operations in an information system in a manner that risks the confidentiality, integrity, or availability of such information. Notice is hereby deemed provided, and no further notice will be provided, for unsuccessful attempts at such unauthorized access, use, disclosure, modification, or destruction, such as pings and other broadcast attacks on a firewall, denial of service attacks, port scans, unsuccessful login attempts, or interception of encrypted information where the key is not compromised, or any combination of the above.
4.4 Business Associate agrees to notify Covered Entity no later than sixty (60) days following the discovery of a Breach of Unsecured PHI. A Breach is considered “discovered” as of the first day on which the Breach is known to Business Associate or any employee, officer or agent of Business Associate, other than the individual committing the Breach. Such notices shall include the identification of each Individual whose Unsecured PHI has been or is reasonably believed by Business Associate to have been, accessed, acquired, used, or disclosed during such Breach.
4.5 Business Associate agrees to make its policies and procedures, and any documentation required under the Security Rule available to the Secretary, within fifteen (15) days or in a time and manner designated by the Secretary, for purposes of the Secretary determining Business Associate’s and/or Covered Entity’s compliance with the Security Rule.
Section 5 – Obligations & Restrictions of Covered Entity
5.1 Except as Required by Law, Covered Entity shall not include any limitation in the Covered Entity’s notice of privacy practices that limits Business Associate’s use or disclosure of PHI under the Services agreements.
5.2 Covered Entity warrants that it has obtained and will obtain any consents, authorizations and/or other legal permissions required under HIPAA and other applicable law for the disclosure of PHI to Business Associate. Covered Entity shall notify Business Associate in writing of any changes in, or revocations of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.
5.3 Covered Entity shall not agree to any restriction on the use or disclosure of PHI under 45 CFR § 164.522 that restricts Business Associate’s use or disclosure of PHI under the Services agreement unless such restriction is Required by Law.
5.4 Covered Entity shall not request or permit Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if done directly by Covered Entity (except for those activities which are permissible for Business Associate to undertake under HIPAA).
Section 6 —Term and Termination
6.1 Term. This BAA shall become effective on the date the Agreement becomes effective, and shall terminate when the Agreement terminates.
6.2 Continuation of Agreement. This BAA supersedes any prior Business Associate Agreement between Covered Entity and Business Associate. This BAA shall continue after any new Agreement is entered into between Covered Entity and Business Associate except to the extent that such other agreement includes business associate agreement provisions or specifically states that it supersedes this BAA.
6.3 Termination for Cause. Upon a party’s knowledge of a material breach by the other party, the non-breaching party shall either:
(a) Provide an opportunity for the other party to cure the breach or end the violation within thirty (30) days of receipt of written notice of such breach or violation, and terminate this BAA if the other party does not cure the breach or end the violation within such thirty (30) day period or begin taking steps to cure the breach or violation and proceed promptly to completion of such cure; or
(b) Immediately terminate this BAA if the other party has breached a material term of this BAA and cure is not possible.
6.4 Effect of Termination.
(a) Except as provided in paragraph (b) of this section, upon termination of this BAA, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the PHI.
(b) In the event that Business Associate determines that returning or destroying the PHI is infeasible, for example, because such information must be retained for compliance with applicable laws, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon notification of the conditions that make return or destruction infeasible, Business Associate shall extend the protections of this BAA to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI.
Section 7 — Miscellaneous
7.1 Regulatory References. A reference in this BAA to a section in the Privacy Rule, Security Rule or HITECH Act means the relevant section as in effect or as amended.
7.2 Amendment. The parties agree to take such action as is necessary to amend this BAA from time to time as necessary to comply with the requirements of the Privacy Rule, the Security Rule, HIPAA, the HITECH Act, and any rules and regulations adopted in the future to provide additional guidance with respect to the above.
7.3 Independent Contractors. None of the provisions of this BAA shall create or be construed to create any relationship between the parties other than that of independent entities contracting for the sole purpose of effecting the provisions of this BAA and the Agreement. Neither party, nor any of their respective agents or employees, shall be construed to be the agent, employee or representative of the other party.
7.4 No Agency Relationship. Nothing in this BAA is intended to make either party an agent of the other. Nothing in this BAA is intended to confer upon Covered Entity the right or authority to direct or control Business Associate’s conduct in the course of Business Associate complying with the Agreement or the Agreement.
7.5 Survival. The respective rights and obligations of Business Associate under Section 6.4 of this BAA shall survive the termination of this BAA.
7.6 No Third Party Beneficiaries. This BAA is effective only in regard to the rights and obligations of Covered Entity and Business Associate. Covered Entity and Business Associate do not intend this BAA to create any independent rights in any third party or to make any third-party beneficiary of this BAA.
7.7 Interpretation. Any ambiguity in this BAA shall be resolved to permit Business Associate and Covered Entity to comply with the Privacy Rule, the Security Rule, HIPAA and its rules and regulations as they may become available or effective, and the HITECH Act and its rules and regulations as they may become available or effective.
7.8 Choice of Law. The validity, construction and effect of this BAA will be governed by the laws of the Commonwealth of Pennsylvania without giving effect to that state’s conflict of laws rules. Any dispute will be resolved in accordance with the dispute resolution terms in the Agreement.
7.9 Relationship to Provisions in Other Agreements. In the event that a provision of this BAA is contrary to a provision of the Agreement or any other agreement or agreements under which Covered Entity discloses PHI to Business Associate, this BAA shall control in regard to the Use and Disclosure of PHI.
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