Product Specific Terms

To the extent Net Health Systems, Inc., or one of its wholly owned subsidiaries (collectively, “Net Health”) has agreed to provide CUSTOMER with use and access to one of the specified products, features or services described below, the terms and conditions for such specified product, feature or service set forth below shall apply to CUSTOMER’s use thereof.

  1. All Products
  2. WoundExpert, Net Health Billing Module, ReDoc, Optima, TherapySource, Occupational Health, Alinea
  3. Value Based Care Solutions
  4. EPCS
  5. SES Direct
  6. Clinisign
  7. FOTO QCDR
  8. RCM Services
  9. Limber Products and Services
  10. Net Health AI Features

All Products

Authorized Use of Credentials; Third Party Tool Access

  1. Login Credentials. CUSTOMER shall not permit any third party to access the Software using login credentials assigned to CUSTOMER’s personnel. Each set of login credentials is for the sole use of the individual to whom it is assigned, and CUSTOMER shall not share, transfer, or otherwise make available any such credentials to any person or entity outside of CUSTOMER’s organization. CUSTOMER may obtain separate login credentials for approved third parties with the prior written consent of Net Health, which may be subject to additional terms and fees.
  2. Automated Access Restrictions. CUSTOMER shall not deploy, integrate, or permit the use of any bots, scripts, artificial intelligence tools, automated agents, or similar technologies to access, interact with, or extract data from the Software or any Net Health platform without the prior written approval of Net Health. This prohibition applies regardless of whether any such automated tool is operated by CUSTOMER directly or by a third party on CUSTOMER’s behalf. Any such unauthorized use shall constitute a material breach of this Agreement.
  3. Third-Party Vendor Access. CUSTOMER shall not authorize, permit, or facilitate access to Net Health’s Software by any third-party vendor, service provider, or other third party through CUSTOMER’s user credentials or any other means, unless such access has been expressly authorized by Net Health in writing and the applicable third party has entered into a separate written agreement with Net Health governing the terms and conditions of such access. CUSTOMER shall promptly notify Net Health of any existing or contemplated third-party access arrangement so that Net Health may evaluate and, if appropriate, establish a properly authorized integration.
  4. CUSTOMER Responsibility. CUSTOMER shall be responsible for any and all access to Net Health’s Software that occurs through CUSTOMER’s user credentials, whether authorized or unauthorized, including any access by a third party facilitated by CUSTOMER’s sharing of credentials. In the event that CUSTOMER becomes aware of any actual or suspected unauthorized use of its credentials or any third-party access not authorized by Net Health, CUSTOMER shall promptly notify Net Health and take all reasonable steps to prevent further unauthorized access.
  5. Security and Stability. CUSTOMER acknowledges that the restrictions set forth in this Section are necessary to protect the security, integrity, and stability of Net Health’s Software and to safeguard the data of all clients and patients served by Net Health’s solutions. CUSTOMER acknowledges that unauthorized credential sharing or unauthorized third-party access may cause disruption to Net Health’s Software or platform affecting other clients, and that CUSTOMER may be liable for damages resulting from any such disruption caused by CUSTOMER’s breach of this Section.
  6. Remediation. In the event Net Health reasonably determines that a violation of this Section has occurred or is occurring, Net Health reserves the right to immediately suspend the applicable user credentials or third-party access without prior notice, pending investigation and remediation. Net Health shall promptly notify CUSTOMER of any such suspension and shall work in good faith with CUSTOMER to restore authorized access as expeditiously as possible following resolution of the applicable issue.

WoundExpert, ReDoc, Optima, TherapySource, Occupational Health, Alinea

CPT END USER AGREEMENT

This CPT End User Agreement governs CUSTOMER’s rights to utilize the Current Procedural Terminology (“CPT”) codes, hereinafter referred to as “Editorial Content” or “CPT Editorial Content” contained within Net Health System, Inc.’s (“Net Health”) WoundExpert, Net Health Billing Module, ReDoc, Optima, TherapySource, Occupational Health and Alinea (each a “Product”).  To the extent that CUSTOMER has access to a Product pursuant to an underlying agreement, this CPT End User Agreement applies. CPT is copyrighted by the American Medical Association (the “AMA”) and CPT is a registered trademark of the AMA.

  1. Grant of Rights, Restrictions and Obligations

1.1 CUSTOMER’s right to utilize the CPT Editorial Content is nontransferable, nonexclusive, and solely for CUSTOMER’s internal use within any of the following locations: Algeria, Argentina, Australia, Bahamas, Bahrain, Belgium, Bermuda, Brazil, British Virgin Islands, Canada, Cayman Islands, Chile, China, Colombia, Costa Rica, Cyprus, Denmark, Dominican Republic, Ecuador, El Salvador, Federated States of Micronesia, Finland, France, Germany, Greece, Guam, Guatemala, Hong Kong, Hungary, India, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Kenya, Republic of Korea (South Korea), Kuwait, Lebanon, Mauritius, Mexico, New Zealand, Nigeria, Northern Mariana Islands, Norway, Oman, Pakistan, Panama, Peru, Philippines, Poland, Portugal, Puerto Rico, Qatar, Saudi Arabia, Singapore, South Africa, Spain, Sweden, Switzerland, Tanzania, Thailand, Tunisia, Turkey, Uganda, United Arab Emirates, United Kingdom, United States and U.S. Virgin Islands.

1.2 Provision of updated CPT Editorial Content in a Solution is dependent on continuing contractual relationship between Net Health and the AMA.

1.3 CUSTOMER must ensure that anyone with authorized access to a Solution will comply with the provisions of this End User Agreement.

1.4 CUSTOMER is prohibited from making CPT Editorial Content publicly available, creating derivative works (including translating), transferring, selling, leasing, licensing, or otherwise making available to any unauthorized party a Product, or a copy or portion of the CPT Editorial Content to any unauthorized party, including a subsidiary, affiliate, or other legal entity, however designated, for any purpose whatsoever except as expressly permitted hereunder.

1.5 CUSTOMER shall cooperate with Net Health in order that Net Health may accurately report and pay royalties to the AMA.

Notice

U.S. Government Rights

2.1 This product includes CPT which is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611. The AMA does not agree to license CPT to the Federal Government based on the license in FAR 52.227-14 (Data Rights – General) and DFARS 252.227-7015 (Technical Data – Commercial Items) or any other license provision. The AMA reserves all rights to approve any license with any Federal agency.

Miscellaneous

3.1 CUSTOMER expressly acknowledges and agrees to the extent permitted by applicable law, use of the CPT Editorial Content is at CUSTOMER’s sole risk and the CPT Editorial Content is provided “as is” without warranty of any kind. The AMA does not directly or indirectly practice medicine or dispense medical services. Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The CPT Editorial Content does not replace the AMA’s Current Procedural Terminology book or other appropriate coding authority. The coding information contained in the CPT Editorial Content should be used only as a guide. 

3.2 This CPT End User Agreement will terminate in the event of default and failure to cure within the applicable cure period.

3.3 In the event that a court or regulatory body having proper authority and jurisdiction determines that a provision of this CPT End User Agreement violates any applicable law or is otherwise unenforceable, the remainder of this CPT End User Agreement will remain in full force and effect.

3.4 The AMA is a third-party beneficiary of this CPT End User Agreement(s).

3.5 CUSTOMER grants Net Health permission to provide the AMA with CUSTOMER’S name for the sole purpose of reporting CPT Editorial Content royalties.

Electronic Prescription of Controlled Substances (EPCS)

  1. EPCS Accounts. Subject to the terms and conditions set forth herein, the Agreement and the additional terms and conditions of DrFirst, as set forth on the DrFirst website, Net Health agrees to provide CUSTOMER with the number of electronic prescribing controlled substances account(s) (the “EPCS Account(s)”) as specified on the applicable Purchase Schedule, for purposes of CUSTOMER’s and its Prescribing Providers’ (as defined below) use and access of the EPCS Feature of the Software.
  1. Prescribing Providers. Each EPCS Account shall be assigned to a specific provider (the “Prescribing Provider(s)”, each of which is listed on the applicable Purchase Schedule).  Each Prescribing Provider must properly register through the Software and the DrFirst website.  As part of the two-factor authentication requirement for the EPCS Feature, Net Health will provide each Prescribing Provider with a complimentary Identity Proof Hard Token (“IDP Hard Token”) and one complimentary replacement IDP Hard Token and confirmation letter in the event the IDP Hard Token is lost, damaged or inoperable. Thereafter, CUSTOMER shall pay Net Health’s then-current Fees for each additional IDP Hard Token and confirmation letter, as applicable. In the event a Prescribing Provider secures and elects to use an Identity-Proof Soft Token (“IDP Soft Token”), provided by a third-party, (e.g. Symantec mobile application, etc.), the IDP Soft Token must be downloaded/stored on a separate device from the computer or device on which the Prescribing Provider gains access to the EPCS Feature and transmits prescriptions. (The IDP Hard Token and IDP Soft Token are sometimes referred to generally as an “IDP Token”).
  • CUSTOMER Responsibilities.  CUSTOMER and each Prescribing Provider understand and agree: (a) to retain sole possession of the IDP Hard Token, and not to share the login passphrase with any other person; (b) that it shall not allow any other person to use an IDP Token or enter the login passphrase in order to sign controlled substance prescriptions; (c) that failure to secure the IDP Token, login passphrase, or any biometric information may provide a basis for revocation or suspension of the EPCS Account; (d) to notify Net Health within one business day of discovery if: (i) CUSTOMER or a Prescribing Provider is contacted by a pharmacy because one or more controlled substance prescriptions are displaying the incorrect United States Drug Enforcement Administration (the “DEA”) number; (ii) if CUSTOMER or a Prescribing Provider discover that one or more controlled substance prescriptions issued using a Prescribing Provider DEA number were not consistent with the prescriptions actually signed, or were not signed at all; (iii) if a Prescribing Provider’s IDP Token has been lost, stolen, or the authentication protocol has been compromised in any way; (e) that the Prescribing Provider is responsible for any controlled substance prescriptions written using its two-factor authentication credential; (f) that Prescribing Providers have the same responsibilities when issuing electronic prescriptions for controlled substances as when issuing paper or oral prescriptions; (g) to prescribe controlled substances only for legitimate medical purposes; (h) to review security logs on a daily basis for any security incidents; and (i) to report to the DEA any security incident and provide Net Health with a copy of such report. CUSTOMER agrees to keep all security incident reports on file for a period of two (2) years.
  • EPCS Account Fees.In consideration of CUSTOMER’s use of the EPCS Account(s), CUSTOMER shall pay to Net Health the Fees set forth in the applicable Purchase Schedule.  Payment of Fees is due in accordance with the terms set forth in the Purchase Schedule. Fees are subject to increase no more than once per year.
  • Patient Confidentiality; Compliance with Laws. All patient information exchanged through the EPCS Feature is strictly confidential and subject to the protections of the Health Insurance Portability and Accountability Act of 1996, as amended by Title XIII, Subtitle D of the American Recovery and Reinvestment Act of 2009 (collectively, “HIPAA”) and the privacy, security and breach notification regulations promulgated pursuant to HIPAA, including, but not limited to, 45 C.F.R. Parts 160 and 164, as may be amended from time to time, and all applicable state laws and regulations that govern the confidentiality, privacy and security of patient information. By using the EPCS Feature, CUSTOMER, and each Prescribing Provider, agrees to comply with all applicable Federal and state laws and regulations.  Specifically, CUSTOMER is solely responsible for knowing and complying with all applicable federal and state laws and regulations with respect to electronic prescriptions for controlled substances.  CUSTOMER and each Prescribing Provider expressly acknowledge that the DEA explicitly prohibits Prescribing Providers from using a computer, or device to transmit a prescription if the applicable Prescribing Provider’s IDP Token is on the same computer, or device.  CUSTOMER and each of its Prescribing Providers expressly agree to abide by this prohibition.  CUSTOMER is required to obtain from a patient any consents or authorizations required by applicable law before sending such patient’s information through the EPCS Feature. CUSTOMER is required to retain any information about the patient information that it discloses through the EPCS Feature that applicable laws require, including, but not limited to, the accounting of disclosures under HIPAA. CUSTOMER will immediately report to Net Health any attempted or successful unauthorized use, disclosure, modification, or destruction of patient information through the EPCS Feature.
  • Third Party Product.CUSTOMER acknowledges that the EPCS Feature is a third party component used in conjunction with the Software (“Third Party Product”).  CUSTOMER acknowledges that continued usage of such Third Party Product(s) is contingent on Net Health’s continued relationship with such Third Party Product vendor. Net Health makes no representation or warranty with respect to such Third Party Products sold or licensed to CUSTOMER. Net Health shall not be liable for any damages, costs, or expenses, direct or indirect, arising out of the performance or failure to perform of the Third Party Products.  Furthermore, when using the EPCS Feature of the Software, information will be transmitted over a medium that may be beyond the control and jurisdiction of Net Health and its Third Party Product suppliers and licensors. Net Health assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the EPCS Feature of the Software.

SES Direct Account

  1. SES Direct Account. Net Health will provide CUSTOMER with the requested number of SES Direct Account(s) (the “Account(s)”) specified on an applicable Purchase Schedule for purposes of sending direct messages related to patient care to other SES Direct Account users.  The Fees and terms of payment are as specified in the applicable Purchase Schedule.
  2. User ID and Password. Access to the Account(s) is protected by user name and password (collectively an “ID”). CUSTOMER IDs are personal to each user and must not be shared with other users.  CUSTOMER agrees to keep IDs confidential and not to share or permit use of an ID by anyone other than the specified Account user.  CUSTOMER agrees to immediately notify Net Health if it becomes aware of any unauthorized use of an ID.
  3. Use of Direct Email. CUSTOMER may only use SES Direct Account to send and receive Protected Health Information or other information related to the provision of health care to the extent permissible under all applicable laws. CUSTOMER expressly agrees not use SES Direct Account to send or receive any information that: (1) is defamatory, libelous, abusive, or obscene, including, without limitation, material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, federal, or international law or regulation; (2) knowingly infringes on the copyright or any other proprietary right of a third party; (3) would invade the privacy of any other person; (4) is intended to advertise to or solicit others without our express written authorization; (5) constitutes charity solicitations, chain letters or pyramid schemes; or (6) contains a virus, worm, unauthorized cookies, trojans, malicious software, “malware,” time bomb, or any other harmful program, routine, subroutine or component. You further expressly agree that you will not: (a) after receiving warning, continue to send or receive material which we have advised you not to send or receive; (b) create a false identity or forged messaging or e-mail address or header, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message; (c) post, generate or disseminate so-called “spam” or mass-mailings; (d) harvest or otherwise collect information about others without their written consent; (e) interfere with or disrupt networks connected to CVDM; (f) attempt to gain unauthorized access to restricted areas of CVDM, other accounts, computer systems or networks connected to CVDM through password mining or any other means; or (g) interfere with another user’s use of CVDM.
  4. Patient Confidentiality; Compliance with Laws. All patient information exchanged through SES Direct Account is strictly confidential and subject to the protections of the Health Insurance Portability and Accountability Act of 1996, as amended by Title XIII, Subtitle D of the American Recovery and Reinvestment Act of 2009 (collectively, “HIPAA”) and the privacy, security and breach notification regulations promulgated pursuant to HIPAA, including, but not limited to, 45 C.F.R. Parts 160 and 164, as may be amended from time to time, and all applicable state laws and regulations that govern the confidentiality, privacy and security of patient information. By using SES Direct Account, CUSTOMER agrees to comply with all applicable Federal and state laws and regulations. CUSTOMER is required to obtain from a patient any consents or authorizations required by applicable law before sending such patient’s information through SES Direct Account. CUSTOMER is required to retain any information about the patient information that it discloses through SES Direct Account that applicable laws including, but not limited to, the accounting of disclosures under HIPAA, require that you keep. CUSTOMER will immediately report to Net Health any attempted or successful unauthorized use, disclosure, modification, or destruction of patient information through SES Direct Account. If CUSTOMER inadvertently receives patient information through SES Direct Account, CUSTOMER will immediately notify the sender of the information that it has inadvertently received such information and will immediately delete such message.
  5. Secure Messages. SES Direct Account provides a means for CUSTOMER to communicate electronically with other users of SES Direct Account.  Please note that the subject lines of messages sent through SES Direct Account are not encrypted. Therefore, CUSTOMER agrees to refrain from including any Protected Health Information in the message subject line.  CUSTOMER agrees to take all additional steps necessary to ensure that the text of messages and all attachments comply with the terms and conditions set forth herein. CUSTOMER is solely responsible for all of the content of all messages that CUSTOMER sends through SES Direct Account including, but not limited to, properly addressing the message to the intended recipient. NET HEALTH IS NOT LIABLE OR RESPONSIBLE FOR THE DELIVERY OR THE FAILURE TO DELIVER ANY IMPROPERLY OR INCORRECTLY ADDRESSED MESSAGE.

Value Based Care Solutions

Healthcare Organizations.

  1. Access to Data. From time to time certain third-party payer or provider entities (which may include health plans, managed care organizations, hospitals, accountable care organizations, medical groups, physicians or similar entities) (each a “Healthcare Organization”) with whom CUSTOMER is working may request data from PointRight related to the Healthcare Organization’s members or patients or related to an Authorized Site’s quality and performance measures. CUSTOMER hereby grants PointRight permission to share such data with the Healthcare Organizations for the purpose of improving quality of care for such members or patients.
  2. Payment of Fees. Certain Healthcare Organizations may require that its providers utilize the Software. Accordingly, a Healthcare Organization may pay all or part of the CUSTOMER’s Fees for a defined period of time in order to facilitate the Healthcare Organization’s ongoing efforts to improve the quality of care for its members or patients, as stated in the Healthcare Organization Network Participation Program (“Program”). If at any time during the Initial or any Renewal Term the Client ceases to be a Program participant, then Client will promptly notify PointRight.

Additional Disclaimers.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS INTENDED TO SUPPORT CUSTOMER’S QUALITY ASSURANCE AND PERFORMANCE IMPROVEMENT EFFORTS. ACCORDINGLY, CUSTOMER WILL USE THE SOFTWARE WITH THE DIRECTION AND OVERSIGHT OF CUSTOMER’S QUALITY ASSURANCE COMMITTEE ESTABLISHED PURSUANT TO C.F.R.§ 483.75(O) AND QUALITY ASSURANCE AND PERFORMANCE IMPROVEMENT PRACTICES (“QAPI”) REQUIRED BY § 6201(C) OF THE PATIENT PROTECTION AND AFFORDABLE CARE ACT (“ACA”). POINTRIGHT IS ONLY PROVIDING DATA ANALYTICS CONSULTING SERVICES, AND NOT ASSUMING A FORMAL CLINICAL OR REGULATORY ROLE FOR CUSTOMER.

THE SOFTWARE, INCLUDING WITHOUT LIMITATION, FEEDBACK ON DATA INTEGRITY OR QUALITY (CLINICAL OR OTHERWISE), ARE NOT INTENDED TO GIVE, AND SHALL NOT BE CONSTRUED AS, SPECIFIC RECOMMENDATIONS FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION OR PLACEMENT OF A PATIENT IN ANY PARTICULAR CARE ENVIRONMENT. THE SOFTWARE IS INTENDED TO PROMOTE A MORE ACCURATE ASSESSMENT, INDICATING WHERE THERE MAY BE ERRORS OR OMISSIONS REQUIRING CORRECTION, AND PROMPTING MORE COMPLETE AND ACCURATE DOCUMENTATION OF ASSESSMENTS PERFORMED BY CUSTOMER AND ITS PERSONNEL. THE SOFTWARE DOES NOT INCLUDE ANY DIRECT ASSESSMENT OF ANY RESIDENT OR PATIENT, NOR THE RENDERING OF ANY OPINION REGARDING THE CLINICAL DIAGNOSIS OR TREATMENT OF ANY PATIENT. ALL PATIENT CARE AND ACTIVITIES RESULTING FROM DECISIONS OF CUSTOMER AND ITS PERSONNEL, ARE THE SOLE RESPONSIBILITY OF CUSTOMER. ALL MEDICAL PRACTICE MANAGEMENT, PATIENT CARE AND PLACEMENT DECISIONS MADE IN WHICH THE SOFTWARE MAY BE UTILIZED, AND THE CONSEQUENCES THEREOF, WILL BE THE EXCLUSIVE RESPONSIBILITY OF CUSTOMER AND ITS PERSONNEL.

Infeasability of Return or Destruction of PHI. Because of the integration of CUSTOMER’s Protected Health Information (“PHI”) into Net Health’s data models, as part of its ongoing development, auditing and improving data quality and developing, auditing, validating, evaluating, improving, maintaining, and using Net Health’s data integrity tests, performance benchmarks, algorithms, metrics, scoring systems, predictive models, and decision support tools it is infeasible for Net Health to return CUSTOMER’s PHI to CUSTOMER upon termination of the service agreement and/or Business Associate Agreement between the parties. Notwithstanding anything to the contrary set forth in the services agreement and/or Business Associate Agreement, Net Health hereby notifies CUSTOMER that it will not return to CUSTOMER or destroy all PHI upon termination of the services agreement and or Business Associate Agreement. At all times thereafter, Net Health will extend all protections, limitations, and restrictions contained in the Business Associate Agreement to Net Health’s use or disclosure of any retained PHI, and to limit further uses and/or disclosures to the purposes that make the return or destruction of the PHI infeasible.

Clinisign

 The following applies only if CliniSign is included on a Purchase Schedule:

1. By using CliniSign, CUSTOMER is giving Optima permission to send documents to physicians and other healthcare providers (collectively, “Healthcare Providers”) for electronic signature. The permission and access to records is initiated through the CliniSign enrollment process where a link is established with the individual Healthcare Provider. To revoke permission and access to records, CUSTOMER must remove the link for the Healthcare Provider. CUSTOMER agrees that the Healthcare Provider is entitled to transmit, receive, or exchange Protected Health Information as directed by CUSTOMER and in compliance with HIPAA.

2. Prior to establishing a link for a specific Healthcare Provider, CUSTOMER agrees to inform the Healthcare Provider that they may receive automated communications by email, text, or both from CliniSign. By providing a Healthcare Provider’s cell phone number or email address, CUSTOMER agrees that the Healthcare Provider has given permission to CUSTOMER for CliniSign to send emails and automated text messages to the Healthcare Provider and has informed the Healthcare.

FOTO QCDR Terms and Conditions | API and Data File Uses

These Terms and Conditions apply to circumstances where CUSTOMER is utilizing the FOTO QCDR API on an integrated basis with CUSTOMER’s EHR or where CUSTOMER is providing Net Health with an API and/or data file from its EHR for use within the FOTO QCDR.

  1. RESPONSIBILITIES OF NET HEALTH.  In regard to the FOTO QCDR services, Net Health shall:

  1. Comply with applicable laws and regulations.
  • Provide reporting to CMS for, at a minimum, the Reportable Measures listed in Exhibit A, found below, (provided that the requisite data has been made available to Net Health by CUSTOMER).
  • Store Reportable Measures data obtained from CUSTOMER in a redundant and secure filing environment.
  • Submit the Reportable Measures data provided by CUSTOMER, on CUSTOMER’s behalf, to CMS.

  1. RESPONSIBILITIES OF CUSTOMER.  As part of its responsibilities hereunder, CUSTOMER shall:
  1. Accurately complete and return to Net Health in a timely manner all required forms providing Net Health with elements needed for the FOTO QCDR to fulfill CMS requirements for verifications and validations, including but not limited to:
    1. The applicable Authorization Form provided by Net Health.
    2. a W-9 or CMS claims form for TIN verification purposes
  • Use reasonable efforts to attempt to include 100% of appropriate patient episodes in the FOTO Outcomes Management System (Patient Inquiry) and the Electronic Health Records system (“EHR”), either via completing the patient self-report measures with the addition of the appropriate Reportable Measures or by classifying patient as not eligible in the Non-Participation or No-Status process.
  • Comply with all requests pertaining to data validation procedures.
  • Comply with all Net Health requests pertaining to the CMS-mandated data validation and targeted audit process, including providing Net Health access to the full patient and medical billing records to the extent required by Net Health.
  • Make timely payment to Net Health for the FOTO QCDR services.
  • Be responsible for providing full and complete data necessary to provide the services hereunder in the format required by Net Health.
  • Comply with all applicable laws and regulations.
  • DATA COLLECTED.  For the purposes of MIPS data reporting by the FOTO QCDR to CMS, CUSTOMER shall collect the following:
  1. In the FOTO Outcomes Management System (Patient Inquiry):
    1. Reportable Quality outcome Measures selected from the available measures for the reporting period.
    2. Patient classifications for measure exclusion and exception reasons by selecting the relevant Non- participation and No-Status reasons in the FOTO Outcomes Management System.
  • In CUSTOMER’s EHR:
    • CUSTOMER demographic fields at episodic level
    • CUSTOMER FOTO ID
    • CUSTOMER Tax Identification Number
    • Patient ID
    • Patient Name
    • Patient Alias
    • Patient Birthdate
    • Body Part/Impairment of the episode
    • Patient External ID
    • Episode External ID
    • NPI of Clinician evaluation claim was billed under to Medicare
    • Visit level details
    • Visit External ID
    • Date/Time of Visit
    • TIN of Site claim billed under
    • Is Medicare indicator
    • ICD Codes for Visit
    • CPT/HCPCS Codes including billing codes with applicable modifiers and attestation/G-codes relevant to each Quality process measure

Please note that the requisite data points are subject to change to the extent required by CMS.

  • INDEMNIFICATION BY CUSTOMER.  CUSTOMER agrees to indemnify and to hold Net Health harmless from any loss, cost, liability or damage including attorneys’ fees arising as a result of CUSTOMER’s participation in the CMS MIPS program. Net Health reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by CUSTOMER, in which event CUSTOMER agrees to assist and cooperate with Net Health in asserting any available defenses.
  • EVENTS OF DEFAULT. The following events shall constitute default on the part of the CUSTOMER hereunder: (i) any breach or failure of the CUSTOMER to observe or perform any of its other obligations hereunder. Upon the occurrence of any such default, Net Health, at its option and without notice to or demand on the CUSTOMER, shall be within its rights to discontinue any services pertaining to the FOTO QCDR.
  • DISCLAIMER OF WARRANTIES/NO GUARANTEE. THE FOTO QCDR IS PROVIDED “AS IS” and “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND. NET HEALTH MAKES AND CUSTOMER RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE REGARDING THE FOTO QCDR OR ANY OTHER RELATED SERVICES, AND FOTO SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. When using the FOTO QCDR, information will be transmitted over a medium that may be beyond Net Health’s control. Accordingly, Net Health does not assume any liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with the FOTO QCDR. The submission of data through the FOTO QCDR does not guarantee that CUSTOMER is eligible for payment, reimbursement, or financial incentives from CMS, or any other performance payment program, nor does the submission of data through the Portal guarantee that CUSTOMER will receive payment, reimbursement or other financial incentives from CMS, or any other performance payment program, or that CUSTOMER will avoid penalties, if applicable. All determinations as to reimbursement, payment and other financial incentives and the avoidance of penalties are determined solely by CMS in accordance with the data provided by CUSTOMER and the applicable program criteria. Net Health makes, and CUSTOMER receives, no guaranty of payment or avoidance of penalties. Net Health shall not be responsible for any failure of payment or penalty assessed for any reason whatsoever, or for any incorrect payment due to incomplete or inaccurate data provided by CUSTOMER.
  • ENFORCEMENT COSTS. In any action pertaining to the enforcement of these Terms and Conditions, the party breaching the Terms and Conditions and against whom enforcement is sought shall pay all expenses and costs incurred by the prevailing party attempting to enforce these Terms and Conditions including but not limited to reasonable attorneys’ fees and expenses.

FOTO QCDR TERMS AND CONDITIONS | LIMITED MEASURES USE

These Terms and Conditions apply to circumstances where CUSTOMER desires to only submit the MIPS Reportable Measures available within the FOTO outcome management application (“FOTO OM”). It is explicitly acknowledged by CUSTOMER that it will not be able to submit any measures via the FOTO QCDR other than those set forth on the applicable Purchase Schedule, and Net Health will not be collecting data from CUSTOMER’s electronic medical record system or billing systems for purposes of MIPS reporting. CUSTOMER understands that the FOTO QCDR may be required to perform audits, and that CUSTOMER’s failure to register every patient within FOTO OM may result in an unfavorable audit. CUSTOMER acknowledges and understands that it may be required to submit to Net Health the full medical and billing record for all patient episodes identified in the audit process.

  1. RESPONSIBILITIES OF NET HEALTH.  In regard to the FOTO QCDR services, Net Health shall:
  2. Comply with applicable laws and regulations.
  • Provide reporting to CMS for, at a minimum, the Reportable Measures listed in Exhibit A, found below, (provided that the requisite data has been made available to Net Health by CUSTOMER).
  • Store Reportable Measures data obtained from CUSTOMER in a redundant and secure filing environment.
  • Submit the Reportable Measures data provided by CUSTOMER, on CUSTOMER’s behalf, to CMS.
  • RESPONSIBILITIES OF CUSTOMER.  As part of its responsibilities hereunder, CUSTOMER shall:
  1. Accurately complete and return to Net Health in a timely manner all required forms providing Net Health with elements needed for the FOTO QCDR to fulfill CMS requirements for verifications and validations, including but not limited to:
    1. The applicable Authorization Form provided by Net Health.
    2. a W-9 or CMS claims form for TIN verification purposes
  • Insure that 100% of patient episodes are registered in FOTO OM (Patient Inquiry) relative to the following scenarios:
    • Completed Episode: Patient completes the Intake and at least one Status survey, with the episode being closed via a FOTO Discharge.
    • Incomplete Discharge: Patient completes at least the Intake but no Status surveys. When closing the episode (FOTO Discharge), the staff completes the Incomplete Discharge process which includes selecting the reason why the patient did not complete at least one Status.
    • Episode Set Up Only: The patient does not complete an Intake, but the FOTO Episode Set Up is completed.
  • Comply with all requests pertaining to data validation procedures.
  • Comply with all of Net Health’s requests pertaining to the CMS-mandated data validation and detailed audit process, including providing Net Health with access to the full patient and medical billing records to the extent required by Net Health.
  • Make timely payment to Net Health for the FOTO QCDR services.
  • Comply with all applicable laws and regulations.
  1. DATA COLLECTED.  For the purposes of MIPS data reporting by the FOTO QCDR to CMS, CUSTOMER shall collect the following:
  1. In the FOTO Outcomes Management System (Patient Inquiry):
    1. Reportable Quality outcome Measures selected from the available measures for the reporting period.
    2. Patient classifications for measure exclusion and exception reasons by selecting the relevant Non-participation and No-Status reasons in the FOTO OM.
    3. Patient classification as Episode Set Up Only as described in Section 2(b), above.

Please note that the requisite data points are subject to change to the extent required by CMS.

  1. INDEMNIFICATION BY CUSTOMER.  CUSTOMER agrees to indemnify and to hold Net Health harmless from any loss, cost, liability or damage including attorneys’ fees arising as a result of CUSTOMER’s participation in the CMS MIPS program. Net Health reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by CUSTOMER, in which event CUSTOMER agrees to assist and cooperate with Net Health in asserting any available defenses.
  2. EVENTS OF DEFAULT.  The following events shall constitute default on the part of the CUSTOMER hereunder: (i) any breach or failure of the CUSTOMER to observe or perform any of its other obligations hereunder. Upon the occurrence of any such default, Net Health, at its option and without notice to or demand on the CUSTOMER, shall be within its rights to discontinue any services pertaining to the FOTO QCDR.
  3. DISCLAIMER OF WARRANTIES/NO GUARANTEE.  THE FOTO QCDR IS PROVIDED “AS IS” and “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND. NET HEALTH MAKES AND CUSTOMER RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE REGARDING THE FOTO QCDR OR ANY OTHER RELATED SERVICES, AND FOTO SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. When using the FOTO QCDR, information will be transmitted over a medium that may be beyond Net Health’s control. Accordingly, Net Health does not assume any liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with the FOTO QCDR. The submission of data through the FOTO QCDR does not guarantee that CUSTOMER is eligible for payment, reimbursement, or financial incentives from CMS, or any other performance payment program, nor does the submission of data through the Portal guarantee that CUSTOMER will receive payment, reimbursement or other financial incentives from CMS, or any other performance payment program, or that CUSTOMER will avoid penalties, if applicable. All determinations as to reimbursement, payment and other financial incentives and the avoidance of penalties are determined solely by CMS in accordance with the data provided by CUSTOMER and the applicable program criteria. Net Health makes, and CUSTOMER receives, no guaranty of payment or avoidance of penalties. Net Health shall not be responsible for any failure of payment or penalty assessed for any reason whatsoever, or for any incorrect payment due to incomplete or inaccurate data provided by CUSTOMER.
  4. ENFORCEMENT COSTS. In any action pertaining to the enforcement of these Terms and Conditions, the party breaching the Terms and Conditions and against whom enforcement is sought shall pay all expenses and costs incurred by the prevailing party attempting to enforce these Terms and Conditions including but not limited to reasonable attorneys’ fees and expenses.

Exhibit A

FOTO Analytics QCDR Reportable Measures

Reportable Measures for FOTO QCDR Quality Measures

  • Quality Measure 217 FS: Knee Impairments
  • Quality Measure 218 FS: Hip Impairments
  • Quality Measure 219 FS: Lower leg/Foot/Ankle Impairments
  • Quality Measure 220 FS: Lumbar Impairments
  • Quality Measure 221 FS: Shoulder Impairments
  • Quality Measure 222 FS: Elbow/Wrist/Hand Impairments
  • Quality Measure 478 FS: Neck Impairments
  • QCDR Measure FOTO4 Functional Status Change for Patients with Upper or Lower Quadrant Edema
  • QCDR Measure FOTO5 Functional Status Change in Balance Confidence
  • QCDR Measure FOTO6 Functional Status Change in Dizziness
  • QCDR Measure FOTO7 Functional Status Change for Patients Post Stroke

Improvement Activities

  • Improvement Activity BE_6  Regularly assess patient experience of care and follow up on findings
  • Improvement Activity BE_15 Engagement of patients, family, and caregivers in developing a plan of care
  • Improvement Activity BE_22 Improved practices that engage patients pre-visit
  • Improvement Activity AHE_3 Promote use of Patient-Reported Outcome Tools
  • Improvement Activity AHE_6 Provide education opportunities for new clinicians
  • Improvement Activity AHE_8 Create and implement an anti-racism plan
  • Improvement Activity AHE_9 Implement food insecurity and nutrition risk identified and treatment protocols
  • Improvement Activity AHE_12 Practice improvements that engage community resources to address drivers of health
  • Improvement Activity BMH_12 Promoting clinician well being
  • Improvement Activity CC_1 Implementation of use of specialist reports back to referring clinician or group to close referral loop
  • Improvement Activity CC_8 Implementation of documentation improvements for practice/process improvements
  • Improvement Activity CC_12 Care coordination agreements that promote improvements in patient tracking across settings
  • Improvement Activity EPA_2 Use of telehealth services that expand practice access
  • Improvement Activity EPA_3 Collection and use of patient experience and satisfaction data on access
  • Improvement Activity PSPA_16 Use decision support and standardized treatment protocols to manage workflow on the care team to meet patient needs
  • Improvement Activity PSPA_21 Implementation of fall screening and assessment programs
  • Improvement Activity MVP Practice-wide quality improvement in MIPS Value Pathways

Promoting Interoperability

  • Promoting Interoperability PHCDRR_1 Immunization Registry Reporting
  • Promoting Interoperability PHCDRR_2 Syndromic Surveillance Reporting
  • Promoting Interoperability PHCDRR_3 Electronic Case Reporting
  • Promoting Interoperability PHCDRR_4 Public Health Registry Reporting
  • Promoting Interoperability PHCDRR_5 Clinical Data Registry Reporting
  • Promoting Interoperability HIE_1 Support Electronic Referral Loops by Sending Health Information
  • Promoting Interoperability HIE_4 Support Electronic Referral Loops by Receiving and Reconciling Health Information
  • Promoting Interoperability HIE_5 Health Information Exchange Bi-Directional Exchange
  • Promoting Interoperability HIE_6 Enabling Exchange Under the Trusted Exchange Framework and Common Agreement (TEFCA)
  • Promoting Interoperability EP_1 e-Prescribing
  • Promoting Interoperability EP_2 Query of Prescription Drug Monitoring Program (PDMP)
  • Promoting Interoperability PEA_1 Provide Patients Electronic Access to Their Health Information
  • Promoting Interoperability PPHI_1 Security Risk Analysis
  • Promoting Interoperability PPHI_2 High Priority Practices Guide of the Safety Assurance Factors for EHR Resilience (SAFER) Guides

MIPS Value Pathways (MVP)

  • Rehabilitative Support for Musculoskeletal Care (only to include Quality Measures from list in Exhibit A)

RCM Services

For purposes of Net Health’s provision of RCM Services to CUSTOMER, the following terms and condiions (“Terms of Service”) shall apply. 

  1. Services.  Revenue cycle management services (“RCM Services”) are provided via Net Health’s RCM Services partner Provenio Health.    
  2. Definitions. As used herein, the following terms have the following meanings: 

“Billing Information” means all billing and encounter information and documentation for all patients of CUSTOMER, including, but not limited to the name of the patient, patient demographics, insurance information (including a copy or scanned copy of insurance cards along with any required referral or authorization information), the date of service, the nature and extent of services provided, the applicable Current Procedural Terminology (CPT) or International Classification of Diseases (ICD) procedure codes and diagnosis codes (including associated modifiers, if applicable), and any supporting medical information that is necessary to obtain payment or reimbursement for services.   

“First Charge Entry Date” means the first date that CUSTOMER performs or cause Provenio Health to perform charge entry services in the Software; the First Charge Entry Date shall be mutually agreed by the parties (and if the parties do not determine such a date, the First Charge Entry Date shall be the date that is 30 days following the Effective Date).     

“Final Charge Submission Date” means the last day of the full calendar month following three calendar months after notification of termination is received. For example, if termination notice is provided on September 30, the Final Charge Submission Date is December 31.      

“Revenue Cycle Management” means the following services:  

  1. Standard implementation and the establishment of electronic data interface agreements between CUSTOMER and applicable carriers;  
  2. Claims submission, which means the submission (in either electronic or paper format) to governmental and private third party payors of charges, exclusions, denials and secondary claims within statutory periods;   
  3. Insurance accounts receivable follow up for all 30+ aging, which means appropriate correspondence with governmental and private third-party payors (including periodic monthly follow-up for status, research, and resubmission of denials), customer service (e.g., payor billing inquiries) and claims appeals;    
  4. Payment posting, which means the receipt from CUSTOMER of EOBs or other patient payment information (e.g., copayment information), receipt from private third party payors of electronic remittance advices and other 835 files, and the entry of relevant data into the Software;
  5. Provision of the following standard month-end reports: account receivables summaries, productivity reports for procedures and providers, month-end close report (i.e., charges, payments, adjustments, and standing accounts receivable) and management summary;  
  6. Periodic updating of the master files of CPT codes and ICD codes within the Software; and 
  7. Refund processing, which means posting of CUSTOMER’s refund check to the Software. 

“Termination Date” means the last day of the second month following the month in which the Final Charge Submission Date occurs. For example, if the Final Charge Submission date is December 31, the Termination Date will be February 28.   

  1. CUSTOMER Obligations regarding RCM Services.
  1. CUSTOMER is solely responsible for the accuracy and completeness of any and all Billing Information, whether input by CUSTOMER into the Software, or provided to Provenio Health hereunder. CUSTOMER shall only submit (and shall only cause Provenio Health to submit) claims for reimbursement that CUSTMOMER believes are true, correct and in accordance with applicable law and health plan coverage requirements. Without limiting the foregoing, CUSTOMER shall comply with applicable law and official diagnosis and procedure code manuals when assigning CPT and ICD codes to items and services provided to CUSTOMER’s patients. Provenio Health assumes the responsibility to code the charts and assign diagnosis and procedure codes to items and services provided by CUSTOMER.  CUSTOMER agrees to promptly correct and resubmit any Billing Information and claims which Provenio Health returns due to a compliance related error. 
  2. From and after the First Charge Entry Date, CUSTOMER shall provide to Provenio Health (i) such Billing Information or access to the billing information as may be requested by Provenio Health in order to perform the RCM Services hereunder, and (ii) with such information and CUSTOMER signatures as may be necessary in order for Provenio Health (a) to assist CUSTOMER in properly completing electronic data interchange agreements, and (b) to be able to obtain from governmental payors or private third party payors information regarding claims submitted to such payors (including carrier website access). CUSTOMER shall not take any action that could reasonably be expected to interfere with Provenio Health’s performance of the RCM Services. (c) provide access to payor websites for which CUSTOMER has already created logins to check for claim statuses and retrieval of EOBs or assist Provenio Health with information to create such logins wherever possible. (d) CUSTOMER agrees and approves Provenio Health to create logins for those payor websites for which CUSTOMER does not have the access and agrees to assist in creating such logins if it needs CUSTOMER’s intervention.
  3. CUSTOMER shall procure and maintain current National Provider Identifiers and other necessary provider numbers for all CUSTOMER’s physicians, nurse practitioners, physician assistants and other professional employees and contractors providing medical or other professional services, as necessary or appropriate to allow Provenio Health  to obtain payment or reimbursement from governmental payors and private third party payors, and CUSTOMER will provide Provenio Health  with all such information, and any updates or modifications to such information, within the timeframe reasonably requested by Provenio Health.  CUSTOMER will update Provenio Health  periodically on credentialing status of each physician or nurse practitioner with payors.
  1. Payments from Third Party Insurance Payors and Patients. All reimbursements from all governmental (including Medicare and Medicaid) payors, private third party payors, and patient payments shall be received directly by CUSTOMER. CUSTOMER shall promptly send all insurance correspondence and EOBs and bank deposit logs (or complete copies of these documents) to Provenio Health without failure within 3 days from the receipt of such documents. CUSTOMER understands that failing to forward EOBs in timely fashion can result in delayed processing of any denials received, failure to submit claims to secondary insurances due to absence of primary EOB, posting of payments, posting and reconciliation errors, and crossing of timely filing limits for primary or secondary insurances.  CUSTOMER agrees to follow any control procedures implemented by Provenio Health that are designed to ensure the proper transmission and receipt of such information. CUSTOMER agrees to provide Provenio Health  with audit control figures containing all patient visits and payments collected so that Provenio Health may balance charges and payments posted by Provenio Health back to CUSTOMER totals. If CUSTOMER utilizes a lockbox service to receive insurance payments or patient payments, CUSTOMER shall give Provenio Health proper access to such lockbox to enable Provenio Health to retrieve documents and images sent to such lockbox.  CUSTOMER shall forward the deposit logs and bank statements for reconciliation of payments posted.  If CUSTOMER fails to do so, Provenio Health does not take responsibility to reconcile later except for the current running month and a month prior to that.    
  2. Indemnification. CUSTOMER shall indemnify and hold harmless Net Health and Provenio Health and its affiliates, and its and their respective officers, directors, employees and representatives from and against any claims, losses, costs (including reasonable attorney’s fees), damages, expenses, sanctions, fines, or penalties arising out of or related to (i) any failure to pay any fees due hereunder, (ii) any act or omission by CUSTMOMER that results in Provenio Health submitting any false or fraudulent claim to any governmental payor or private third party payor, and (iii) any violation of law committed by CUSTOMER, its employees or representatives.  
  3. Patient Statements:  Paper Statements will be generated for the responsible parties once in a month for all the patients whose balance is above $25.  A maximum of two monthly statements will be generated for each responsible party, and a soft collection letter or phone call is made to reach the patient in third attempt.  If patient does not respond, the details of such cases are forwarded to CUSTOMER and upon approval from CUSTOMER or in case if there is standing instruction from CUSTOMER these accounts will be moved to collections.  If both parties agree, Provenio Health through its’ partner Inbox Health will provide digital patient communication that would send statements via email and text messages to the patients where they would have the option to opt out in case if they do not wish to receive such communication.  It is not mandatory that CUSTOMER use this service, but if they choose to utilize the services of Inbox Health, then CUSTOMER agrees to enter into a separate agreement with Inbox and Provenio Health agree to bear that expense on behalf of the CUSTOMER and Provenio Health has limited role to play in such instance and terms would be set forth by CUSTOMER with Inbox directly.
  4. Miscellaneous. 
  1. CUSTOMER acknowledges that the provision of the RCM Services are contingent upon the continued contractual relationship between Net Health and Provenio Health. In the event of termination of the RCM Services, unless otherwise agreed to by Net Health, (i) CUSTOMER shall cause Provenio Health to perform charge entry services through the Final Charge Submission Date, and perform all its other obligations hereunder until the Termination Date, and (ii) Provenio Health shall perform the RCM Services until the Termination Date. CUSTOMER understands and agrees that claims submitted prior to the Termination Date may not be fully resolved as of the Termination Date.  
  2. Compliance with Anti-Assignment Laws.  The parties understand, acknowledge and agree that, notwithstanding anything herein to the contrary, neither Provenio Health, nor any affiliate or agent of Provenio Health, has the ability to either (i) receive payments of Medicare reimbursement directly from CMS, or (ii) convert any payment of benefits assigned to CUSTOMER to Provenio Health’s, such affiliate’s or such agent’s own use and control without the payment first passing through the control of CUSTOMER.  
  3. Standards, Accreditation, Licensure.  CUSTOMER shall ensure that it meets all medical practice, licensure and ethical standards, which are pertinent to its activities or which by contract it has agreed to abide.  Without limiting the foregoing, CUSTOMER shall ensure that each physician employed by CUSTOMER and any other professional employees and contractors of CUSTOMER providing medical or other professional services has an unrestricted license to practice medicine or his or her other profession in the state(s) in which they practice, and CUSTOMER will inform Provenio Health immediately of any change in the status of any such unrestricted license. 
  4. Inspection and Audit Rights. Provenio Health shall have the right to audit or inspect and copy the books and records of the CUSTOMER to ensure compliance with CUSTOMER’s obligations under this Agreement. In the event of any investigation, proceeding or litigation involving any governmental entity, CUSTOMER shall make available to Provenio Health for inspection and copy any clinical documentation reasonably necessary for Provenio Health to respond, participate or defend itself in any such investigation, proceeding or litigation.
  5. No Referrals.  The parties agree that no payment or other remuneration that is offered, paid, solicited or received hereunder is to improperly induce any person to (i) make referrals for items or services for which payment may be made in whole or in part under Medicare or other Federal Health Care Programs (as defined in 42 CFR § 1320a-7b(f));  or (ii) purchase, lease, order or arrange for or recommend purchasing, leasing, or ordering any items or services that may be covered by Federal Health Care Programs.  
  6. Call and Conference Recordings.  CUSTOMER understands that there might be instances where information pertaining to billing or clinical data and any other important issues gets shared over phone/videos calls or tele conference calls.  Provenio Health shall retain those business call and conference recordings so that there is no dispute in what is instructed and said and what is agreed upon in the future.   CUSTOMER fully understands this and consents to Provenio Health’s recording of such inbound and outbound calls/conferences and conferences explicitly for purpose of audit trail of any oral information exchanged between CUSTOMER or its staff with any employee of Provenio Health pertaining to the services rendered by Provenio Health and utilized by CUSTOMER.
  7. Call Monitoring. CUSTOMER acknowledges and agrees that calls to and from Provenio Health may be monitored or recorded.    

Limber Products and Services

The following terms and conditions will apply to CUSTOMER’s use of the applicable Limber products and services. 

Limber Digital Home Exercise Program

  1. Software. The core software will consist of Net Health granting access to its Limber application, a digital musculoskeletal health platform (the “Software”) that includes:

1.1 Provider access to a web-based portal that includes the Limber home exercise video program library and protocols to address both surgical and non-surgical conditions; and

1.2 Patient access to a mobile application (both iOS and Android) that enables access to custom home exercise video programs, and activity tracking.

Limber Remote Therapeutic Monitoring

1.         Remote Therapeutic Monitoring (“RTM”) Tools and Reporting. The Software enables RTM delivery by providing the following:

1.1 In-app (Mobile App) chat functionality between CUSTOMER and its patients.
1.2 RTM reporting, which includes reports, dashboards, and analytics that support RTM requirements in accordance with current guidance from applicable federal, state, and/or commercial payors; and

1.3 Reports and information to support billing of RTM.

Limber White Glove Remote Therapeutic Monitoring

1.         Limber White Glove RTM Services with Leased Staff for Physical Therapy. 

1.1 Care Navigation. Access to the remote staff is enabled through the Software to support CUSTOMER’s staff. Remote staff are trained to conduct motivational interviewing, provide digital at-home support, and, as necessary or applicable, are licensed where patients are located. Staff providing care navigation services will interact directly with CUSTOMER’s patients as necessary to facilitate adherence to CUSTOMER’s care plans, protocols within the Software selected by CUSTOMER, and related support.

1.2 RTM Services. Net Health will lease appropriate staff (the “Leased Staff”) to facilitate the delivery of RTM services to CUSTOMER’s patients in a manner that is reasonably expected to comply with delivery requirements established by applicable payors or other organizations that may provide reimbursement for the RTM services.

1.3 Provider Responsibilities. 

  1. Billing and Coding. CUSTOMER shall provide billing and coding for all RTM in accordance with all applicable payor rules.
  2. RTM Patients. CUSTOMER shall be responsible for identifying the patients who may benefit from and are interested in RTM and enrolling patients with the Software for the RTM.
  3. Direct Supervision. CUSTOMER shall at all times provide the required supervision over the Leased Staff providing the RTM, which includes, as permitted, the CUSTOMER providing availability via real-time, audio-visual communications technology. CUSTOMER shall have ultimate authority and responsibility for the Leased Staff’s provision of RTM. Nothing in the Purchase Schedule or Agreement shall be deemed to delegate to Net Health or the Leased Staff any such control or responsibility for the RTM.  Notwithstanding any provision herein to the contrary, during the provision of the RTM by the Leased Staff, CUSTOMER shall be responsible for the provision/assignment of work, direction with respect to the RTM, and disciplining of the Leased Staff.  Additionally, to the extent CUSTOMER is not satisfied with one or more of the Leased Staff, CUSTOMER will notify Net Health and Net Health will identify additional qualified professionals to serve as CUSTOMER’s Leased Staff.  
  4. Compliance with Law. CUSTOMER shall comply with all laws and regulations, including federal, state, and local laws and regulations and including laws and regulations affecting health care, billing and reimbursement referrals, patient privacy, and confidentiality, and shall make good faith efforts to ensure that CUSTOMER’s staff complies with all laws and regulations.

Limber Outcomes

  1. Patient Reported Outcomes Collection Services.

1.1 The Software will support the collection of outcomes via mobile and web devices.

1.2 The Software will support the collection of outcomes on a fixed and automated cadence.

1.3 The Software will support the collection of outcomes on-demand, as requested by CUSTOMER.The Software will support the launching of assessments on a mobile device (a standard iOS and Android tablet) or by scanning a QR code on the provider portal. Patients can complete the assessment using the tablet. The Software will support the collection of patient-reported outcomes in the form of legacy measures and Computer Adaptive Testing.

1.4 The Software will support the following outcomes reporting by patient case:

  1. Charts to display progress of patient reported outcome measures
  2. Reports that include the questions and responses to all questions surveyed.
  3. Reporting in aggregate: view outcomes aggregated by provider, location & organization.
  4. Reporting in disaggregate: view outcomes and questionnaire responses at the patient case level.

Limber MIPS Services

  1. Limber Merit-Based Incentive Payment Systems (“MIPS”) Services

1.1 Net Health supports organizations who participate in MIPS. Net Health works with best-in-class partners to support and secure the accurate transmission of data to the Centers for Medicare and Medicaid Services (“CMS”) for participation in this program. CUSTOMER agrees to the following obligations:

  1. CUSTOMER shall provide its tax identification number as well as the National Provider Identifier (NPI) and relevant demographic for all of CUSTOMER’s participating clinicians to enable automated clinician enrollment and onboarding;
  2. CUSTOMER shall submit all required data on or before a data submission deadline identified by Net Health, which will be at least thirty (30) days prior to the official deadline posted by CMS;
  3. CUSTOMER shall be solely responsible for the content, accuracy, completeness, and quality of any and all data;
  4. CUSTOMER will only be authorized to use the MIPS services for authorized purposes and will not use the services except as allowed in the Purchase Schedule and the Agreement; 
  5. CUSTOMER will provide any required attestation, including any attestation in a form required by CMS, to enable submission of data for purposes of MIPS; and
  6. CUSTOMER will not hold Net Health or its subsidiaries responsible or liable in any way for an adjustment, modification, or similar change of CUSTOMER’s reimbursement or any other payment by and from CMS resulting from the submission of CUSTOMER’s data. CUSTOMER shall be solely responsible for any such adjustment, modification, or similar change resulting from the attested submission, provided that nothing will restrict CUSTOMER from pursuing available remedies against CMS.

1.2 CUSTOMER receives the following MIPS services at no extra fees or charges by Net Health beyond what is stated in the Purchase Schedule upon CUSTOMER confirmation of the number of clinicians to proceed with the MIPS reporting process:

  1. Application of risk adjustment to outcomes data
  2. Final processing of submission data
  3. Confirmation of TIN/NPI eligibility 
  4. Application of benchmarks and scoring estimation, if available
  5. Ongoing data audits and pre/post submission review

All Limber Products and Services

  1. Representations and Warranties. 

1.1 Each party represents and warrants that as of the Purchase Schedule Effective Date and during the Purchase Schedule Term:

  1. Such party shall discharge such party’s obligations under the Purchase Schedule consistent with applicable business and industry standards and practices without violation of any third party rights;
  2. There has never been entered against such party a final judgment or settlement in a malpractice action; and
  3. Such party has not been suspended or terminated from participation in any federal health care program or employed any individuals who have been suspended or terminated from participation in any federal health care program.

1.2 Net Health makes no guarantee regarding reimbursement for any service provided by Net Health that may be eligible for billing by CUSTOMER.

  1. Insurance. Throughout the Purchase Schedule Term, CUSTOMER shall obtain and maintain necessary insurance, including, if applicable, malpractice, general liability, and directors and officers’ liability insurance, at CUSTOMER’s own expense, which covers CUSTOMER’s acts and omissions in providing or arranging for its obligations and services under this Agreement. CUSTOMER shall maintain workers’ compensation insurance for its employees.
  2. Patient Terms of Use. Net Health may require the patients of CUSTOMER to agree to certain Net Health policies (e.g. Net Health’s Terms of Use or Service) via the Software’s terms and conditions and that the patients may be denied access to the Software if they do not agree to such terms and conditions.  If Net Health determines that a patient’s use of the Software (i) does not conform to any such written policies of Net Health; or (ii) otherwise interferes with Net Health’s ability to provide the Software to other parties such as Net Health’s other customers, then Net Health may suspend such patient’s use of the Software until such non-conformity or interference is cured.

Net Health AI Features

1. Scope and Applicability

These AI Terms and Conditions (“AI Terms”) govern CUSTOMER’s access to and use of any artificial intelligence or machine learning features, tools, functionality, or services (collectively, “AI Features”) made available by Net Health within its software products and platforms (“Software”). These AI Terms apply broadly to all AI Features offered by Net Health, including but not limited to ambient documentation, transcription, summarization, clinical decision support, chart audit, workflow automation, predictive analytics, and any other AI-assisted capabilities. These AI Terms are incorporated into and form part of the applicable agreement between Net Health and CUSTOMER governing use of the Software (the “Agreement”). In the event of a conflict between these AI Terms and the Agreement, these AI Terms shall control with respect to the subject matter herein.

2. AI Disclosure and Acknowledgements

CUSTOMER acknowledges and agrees that:

  • The Software includes AI Features such as ambient documentation, transcription, summarization, clinical decision support, predictive analytics, chart audit and workflow assistance that utilize artificial intelligence, machine learning, large language models, or related technologies (collectively, “AI”);
  • AI models associated with the Software may reflect biases present in training data, and CUSTOMER should report any observed inaccuracies, biases, or unexpected outputs to Net Health through established support channels;
  • All AI systems are subject to inherent limitations and may experience failure modes or performance variations due to model drift, data quality, infrastructure constraints, or other factors beyond Net Health’s reasonable control;
  • Net Health may modify, retrain, update, or replace any AI models at any time to improve performance, enhance safety, address regulatory requirements, or comply with applicable law, and Net Health shall have no obligation to disclose proprietary AI model details, architectures, training data, or specific failure mode analyses;
  • AI-generated outputs, including without limitation clinical documentation, summaries, recommendations, coding suggestions, and workflow outputs, are generated probabilistically and may not always be accurate, complete, or appropriate for CUSTOMER’s intended use; and
  • The performance of AI Features may vary based on input quality, data volume, configuration settings, the nature of the clinical or operational context, and other factors outside Net Health’s control.

3. Ambient AI Features

To the extent CUSTOMER utilizes ambient AI features within the Software (including ambient listening, real-time transcription, ambient documentation, or similar always-on or passive AI capabilities) (“Ambient AI Features”), the following additional terms apply:

  • Environment and Activation. CUSTOMER is solely responsible for ensuring that Ambient AI Features are activated, deactivated, configured, and used appropriately and consistently with applicable law, regulations, and CUSTOMER’s internal policies. CUSTOMER shall not rely on Net Health to determine when ambient listening or recording is appropriate in any given clinical or operational setting.
  • Audio Capture Limitations. CUSTOMER acknowledges that Ambient AI Features rely on audio input that may be affected by background noise, overlapping speech, audio equipment quality, accents, terminology, and other environmental factors that may impact transcription and documentation accuracy.
  • Clinician Review Obligation. All ambient-generated documentation, notes, and outputs must be reviewed, verified, edited as necessary, and approved by a licensed clinician or other qualified personnel before being finalized, saved, or incorporated into any patient record or clinical workflow. CUSTOMER shall implement and enforce policies requiring such review.
  • Not a Replacement for Clinical Judgment. Ambient AI Features are intended solely as documentation and workflow assistance tools and do not constitute, and shall not be construed as, medical advice, clinical guidance, or a substitute for the independent professional judgment, diagnosis, or treatment decisions of licensed clinicians.

4. Notices and Consents

CUSTOMER is solely responsible for:

(a) Determining whether its use of AI Features requires notice to, consent from, or any other rights to be obtained from any end users, patients, individuals, data subjects, employees, or other third parties (“Required Consents”);

(b) Providing all such notices and obtaining and maintaining all Required Consents in compliance with applicable federal and state laws, regulations, and industry standards, including but not limited to HIPAA, state wiretapping and eavesdropping statutes, state biometric privacy laws, and any applicable two-party consent recording laws; and

(c) Ensuring that any Required Consents are obtained prior to the activation of AI Features in connection with any encounter, session, or interaction.

Net Health has no obligation to obtain any Required Consents on CUSTOMER’s behalf and is not liable for CUSTOMER’s failure to provide or obtain them. CUSTOMER’s use of the AI Features constitutes its ongoing representation and warranty that all Required Consents have been secured, and CUSTOMER shall indemnify, defend, and hold Net Health harmless from any claims, penalties, or losses arising from CUSTOMER’s failure to obtain Required Consents.

5. Data Collection, Processing, and Storage

By using the AI Features, CUSTOMER authorizes Net Health to collect, process, and store audio recordings, transcripts, user interactions, prompts, inputs, and AI-generated outputs (collectively, “AI Data”) as necessary to provide, support, secure, monitor, audit, and improve the AI Features and the Software. Specifically:

  • Net Health may maintain logs and metadata associated with AI Feature usage for purposes of security monitoring, troubleshooting, misuse detection, performance benchmarking, and product analytics;
  • Net Health may use de-identified or aggregated AI Data for the purpose of training, fine-tuning, evaluating, and improving AI models, subject to the data use provisions of the Agreement and applicable law;
  • All processing of protected health information (“PHI”) through AI Features shall be governed by the applicable Business Associate Agreement between the parties, and Net Health shall not use PHI to train AI models without appropriate authorization as required under HIPAA; and
  • CUSTOMER is responsible for ensuring that the data it inputs into or processes through AI Features complies with all applicable data protection, privacy, and security obligations.

6. Use Restrictions

CUSTOMER shall use the AI Features solely in accordance with the technical documentation, usage guidelines, parameters, and applicable use case specifications provided by Net Health. CUSTOMER shall not, and shall ensure that its personnel do not:

  • Input or transmit any data, code, or other materials intended to disrupt, disable, interfere with, overload, or otherwise adversely affect the operation or security of the AI Features or the Software;
  • Use the AI Features in any manner designed to probe, scan, test, or exploit vulnerabilities, or to reverse engineer, decompile, or otherwise attempt to extract AI models, model weights, or underlying algorithms;
  • Attempt to circumvent any technical or operational safeguards, output filters, content policies, or usage limitations implemented by Net Health;
  • Use the AI Features to generate, transmit, or process content that is fraudulent, defamatory, discriminatory, unlawful, or otherwise harmful to patients, individuals, or third parties;
  • Use AI-generated outputs as a substitute for, or in lieu of, required clinical documentation, independent clinical evaluation, or professional judgment without appropriate review and validation; or
  • Use the AI Features in any manner that violates applicable laws, regulations, or professional standards, including but not limited to those governing clinical practice, billing, coding, and health information management.

CUSTOMER is solely responsible for ensuring that all personnel accessing the AI Features comply with these restrictions.

7. Clinical Responsibility and Human Oversight

AI-generated outputs, insights, recommendations, documentation drafts, coding suggestions, and any other content generated through the AI Features are provided solely for informational and workflow assistance purposes. Such outputs:

  • Do not constitute medical, clinical, diagnostic, therapeutic, billing, compliance, coding, or legal advice;
  • Are not a substitute for, and cannot be used as a replacement for, the independent professional medical judgment, diagnosis, or treatment of licensed clinicians or other qualified professionals; and
  • Must be reviewed, verified for accuracy, completeness, and clinical appropriateness, and validated by appropriately qualified personnel before being relied upon, acted upon, saved, or incorporated into any clinical, operational, billing, or compliance workflow.

CUSTOMER is solely responsible for configuring, managing, supervising, and using the AI Features in a manner consistent with its legal obligations, internal clinical governance policies, and applicable professional standards. CUSTOMER shall implement appropriate human oversight processes to ensure that AI-generated outputs are not used without adequate review and validation. Net Health does not control CUSTOMER’s use of the AI Features and makes no representation or guarantee that CUSTOMER’s particular use of any AI Feature will satisfy any legal, regulatory, accreditation, or professional requirement.

8. Regulatory and Compliance Responsibility

CUSTOMER acknowledges that certain uses of AI Features may be subject to regulation under applicable federal and state law, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), the False Claims Act, applicable state licensure laws, and guidance or regulations issued by the U.S. Food and Drug Administration (FDA), the Office for Civil Rights (OCR), or other regulatory bodies. CUSTOMER is solely responsible for determining whether its use of the AI Features requires regulatory compliance measures, approvals, or disclosures, and for taking all necessary steps to comply with applicable requirements. Net Health makes no representation that any AI Feature has received FDA clearance, approval, or exemption, unless explicitly stated in applicable product documentation.

9. Warranty Disclaimer

THE AI FEATURES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NET HEALTH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE AI FEATURES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NET HEALTH DOES NOT WARRANT THAT THE AI FEATURES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ALL DEFECTS WILL BE CORRECTED. NET HEALTH MAKES NO REPRESENTATION THAT AI-GENERATED CONTENT IS ACCURATE, COMPLETE, SUITABLE, OR FREE FROM ERROR OR BIAS. CUSTOMER UNDERSTANDS AND AGREES THAT AI FEATURES AND ALL AI-GENERATED OUTPUTS ARE PROVIDED SOLELY FOR INFORMATIONAL AND WORKFLOW ASSISTANCE PURPOSES AND THAT CUSTOMER USES THE AI FEATURES AT ITS OWN RISK.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NET HEALTH SHALL HAVE NO LIABILITY FOR ANY DECISIONS, ACTIONS, OMISSIONS, CLINICAL OUTCOMES, BILLING ERRORS, COMPLIANCE FAILURES, OR OTHER CONSEQUENCES ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF OR RELIANCE UPON AI-GENERATED OUTPUTS. NET HEALTH’S AGGREGATE LIABILITY WITH RESPECT TO THE AI FEATURES, IF ANY, SHALL BE SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT. IN NO EVENT SHALL NET HEALTH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE AI FEATURES, EVEN IF NET HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Changes to AI Features

Net Health reserves the right to modify, update, suspend, or discontinue any AI Feature, in whole or in part, at any time with or without notice to CUSTOMER, including to improve performance, address safety concerns, comply with applicable law or regulatory guidance, or respond to changes in the AI industry. Net Health shall have no liability to CUSTOMER for any modification, suspension, or discontinuation of AI Features. Net Health may, in its discretion, provide CUSTOMER with advance notice of material changes to AI Features that affect CUSTOMER’s clinical or operational workflows.