TERMS OF USE

These Terms of Use (“Terms “) govern the provision of Services (as defined below) by Doctors Answering Service and its affiliates and subsidiaries (together, “Company”, “we”, “us”, or “our”) to you (“Client” or “you”). These Terms are a legal contract between you and Doctors Answering Service. By using our Services, you are agreeing to all the Terms.

1. TELEPHONE ANSWERING

Doctors Answering Service will provide personnel to answer incoming telephone calls in the name of the client’s company as detailed on the booking form unless instructed otherwise.

A message will be taken whenever a caller wishes and that message will be logged on Doctors Answering Service’s messaging system.

All messages will be relayed as soon as is practicable after receipt.

The client may have messages relayed in written form by way of either Email or SMS. Any updates or alterations to the service need to be advised by the client to the supplier in writing.

Where requested, Doctors Answering Service will use its discretion to assess whether a message is urgent or important and relay the same via SMS to a designated mobile telephone, or via Email.

It is the sole responsibility of the client to effect the successful diversion of all calls from its normal telephone to the number provided for the purpose of this service by Doctors Answering Service.

Doctors Answering Service cannot be responsible for ensuring this divert facility is active although it is essential for the provision of the telephone answering service.

2. PAYMENT; LATE CHARGES

As of the start date indicated, Doctors Answering Service provides regular Services to the Client. On or before the Start Date, and on or before the first day of each successive billing cycle following the Start Date, Client shall pay the rate (or pro-rata portion thereof, as applicable) for the Services set by Doctors Answering Service in the Service Plan (“Recurring Charge”). Doctors Answering Service reserves the right, upon notice to Client, to increase or change any component of the Recurring Charge, variable Overage Use charge, or Miscellaneous Fees after the first twelve (12) months of Services. Client shall, at all times, maintain a valid form of payment on file with Doctors Answering Service. Doctors Answering Service reserves the right, and Client hereby authorizes Doctors Answering Service, to charge the valid form of payment on file at any time for Services rendered but not yet paid. Doctors Answering Service reserves the right upon notice to client to immediately charge the payment on file if usage materially exceeds the base rate allotment. All fees are quoted and to be paid in United States dollars. The foregoing authorization shall not affect your obligation to pay all sums due and payable to Doctors Answering Service if Doctors Answering Service fails to, is unable to, or refrains from charging any such payment on file. If a charge is not made by Doctors Answering Service for whatever reason, the payment to Doctors Answering Service may be late or past due. If you do not pay on time or if we cannot charge the payment method you have on file for any reason, Doctors Answering Service reserves the right to suspend or terminate your account. Additionally, if any payment is not made within 21 days after the due date, we may charge a late charge equal to the greater of $10 or 10% of the amount then due, per cycle period, subject to any restrictions imposed by local law.

3. TERM & TERMINATION

Doctors Answering Service shall provide the Services to Client for the time period described in the Service Plan (the “Term”), which Term shall automatically renew for successive periods unless Doctors Answering Service or Client gives thirty (30) days prior written notice of termination. Client may request changes to the Service Plan by calling or emailing Doctors Answering Service. Requested changes must be approved by Doctors Answering Service authorized representative. Any changes to the Service Plan will be reflected in the next billing cycle, unless otherwise agreed to by Doctors Answering Service and Client. A credit may be applied to your account at Doctors Answering Service’s sole discretion to reflect changes made and implemented during a billing cycle. Doctors Answering Service may immediately terminate the Services with or without notice in the event that Client is in Material Default, as determined by Doctors Answering Service.

For purposes of this Agreement, a “Material Default” shall occur, or shall be deemed to have occurred, if (i) we suspect that providing Services to you aids in illegal activity, relates to fraudulent activity, or is party to potentially illicit activity including, for example, sexual encounters, (ii) you, your staff, or your callers are abusive, disrespectful or otherwise inappropriate to our personnel, (iii) you breach, violate, fail to perform under, or fail to comply with any of the terms set forth in the Agreement, (iv) Client fails to pay any other amount when due under this Agreement, or (v) Client becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. If Doctors Answering Service does not resolve a Client service issue within 14 days after Client has notified Doctors Answering Service of such issue in writing, Client may terminate this Agreement immediately by providing written notice to Doctors Answering Service. Upon termination of the Agreement for any reason, Doctors Answering Service shall maintain the right to collect any and all amounts then due, including any prorated amounts for Services rendered and not yet paid. Upon termination of the Agreement by Doctors Answering Service as a result of Client’s Material Default, or otherwise in the event of Client’s Material Default that does not result in termination of the Agreement, in addition to any other rights Doctors Answering Service may have at law or equity, (a) Doctors Answering Service shall maintain the right to collect any and all amounts then due, (b) Client shall pay all legal fees and collection costs incurred by Doctors Answering Service, and (c) Client shall pay all late fees that may accrue as a result of such Material Default.

5. CLIENT’S OBLIGATIONS, ACTS AND OMISSIONS

Client shall respond promptly to any Doctors Answering Service request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Doctors Answering Service to perform the Services in accordance with the requirements of this Agreement. If Doctors Answering Service’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or any of its agents, subcontractors, consultants or employees, including communicating inaccurate or outdated information, Doctors Answering Service shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Client in connection therewith.

6. METHODS OF COMMUNICATION AND DISCLOSURE

In accordance with applicable law, you hereby expressly agree that we may contact you via email, phone call, text message, or any other method of communication, and that we may use any information that you provide to us, for the purposes of fulfilling our duties under this Agreement as well as for marketing and promotional purposes, customer service purposes, system maintenance purposes, billing and collections purposes, survey purposes, and/or returning messages from you or your staff. Any and all phone, data, and other communications rates by your communications vendors may apply. You agree that we may disclose any information to comply with applicable law or regulation or with valid legal process including subpoenas, court orders, or search warrants. Client agrees that Doctors Answering Service shall be entitled to identify Client as a customer in Doctors Answering Service marketing materials and on its website.

7. TAXES

Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder.

8. SCRIPTED READINGS

To the extent Client has not already done so, Client will promptly provide Doctors Answering Service with scripted texts that enable the Call Center and/or Chat Specialists to answer questions about Client’s products and services. Client will update the contact information provided to Doctors Answering Service on a regular basis.

9. INTELLECTUAL PROPERTY

All intellectual property rights, including copyrights, trademarks, know-how and other confidential information, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to any work product and other materials that are or were delivered to Client under this Agreement or prepared by or on behalf of Doctors Answering Service in the course of performing the Services shall be owned exclusively by Doctors Answering Service. For Client’s for which Doctors Answering Service is providing chat and/or text messaging services, any code enabling the chat and/or text message functionality on the Client’s website, social media platforms, or other online presences shall be owned exclusively by Doctors Answering Service.

10. CONFIDENTIAL INFORMATION

All non-public, confidential or proprietary information of Doctors Answering Service, including information pertaining to business operations, strategies, pricing and marketing (collectively, “Confidential Information “), which was or is disclosed to Client in connection with the Services or otherwise and whether or not identified as “confidential” is confidential, and shall not be disclosed or used by Client without the prior written consent of Doctors Answering Service. Confidential Information does not include information that is: (a) in the public domain; (b) known to Client at the time of disclosure; or (c) rightfully obtained by Client on a non-confidential basis from a third party.

11. REPRESENTATION AND WARRANTY

(a) Doctors Answering Service represents and warrants to Client that it shall perform the Services in a professional and workmanlike manner in accordance with the terms in the Service Plan.

(b) Doctors Answering Service shall not be liable for a breach of the warranty set forth in Section 12(a) unless Client gives written notice of the defective Services, reasonably described, to Doctors Answering Service within ten (10) days of the time when Client discovers or should have discovered that the Services were defective.

13. INDEMNIFICATION

Except to the extent arising from Doctors Answering Service’s gross negligence or willful misconduct, Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless Doctors Answering Service for all costs, charges and losses sustained or incurred by Doctors Answering Service in connection with third party claims (including claims made by Client’s callers, customers, or website visitors utilizing the call, chat, and/or text services) arising in connection with the Client’s use of or Doctors Answering Service’s provision of the Services or otherwise.

14. WAIVER

No waiver by Doctors Answering Service of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Doctors Answering Service. No failure by Doctors Answering Service to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege by Doctors Answering Service hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15. FORCE MAJEURE

Doctors Answering Service shall not be liable or responsible to Client, or be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused or results from acts or circumstances beyond the reasonable control of Doctors Answering Service including, without limitation, acts of God, disease outbreaks, flood, fire, earthquake, explosion, governmental actions, war, civil unrest, national emergency, lock-outs, labor disputes (whether or not relating to either party’s workforce), restraints or delays affecting carriers, inability to obtain supplies, adequate materials, or a telecommunication breakdown, power outage, or other service issue or interruption.

16. ASSIGNMENT

Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Doctors Answering Service. Any purported assignment or delegation by Client in violation of this Section 18 is null and void. Notwithstanding the foregoing, the Agreement shall be binding on Client’s successors and assigns.

17. RELATIONSHIP OF THE PARTIES

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

18. SEVERABILITY; SURVIVAL

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.