Practis Terms & Conditions
These Terms & Conditions (the “Terms”) are entered into by and between each client executing a Practis Sales Order (“Client”) and Practis, LLC.(“Practis”), whose address is 8720 Red Oak Blvd Suite 220, Charlotte, NC 28217. The Practis Sales Order shall include these Terms and collectively shall be referred to as the “Agreement”.
WHEREAS, Practis is willing to provide services to Client on the terms and subject to the conditions set forth below; and WHEREAS, Client desires to engage Practis, and Practis desires to be engaged by Client, to provide such services on the Terms and subject to the conditions set forth below. NOW, THEREFORE, in consideration of the mutual promises set forth herein and in the Practis Sales Order, Practis and Client (the ”Parties”) hereby agree as follows;
“Website” means the web pages and domain names associated with Client and its products or services, and which are stored on Practis’s Web Server.
“Domain Name” means the alphanumeric name associated with Client’s Website.
“Internet” means the global computer network comprising interconnected networks using standard protocols.
“Practis Data Center” means the set of computers, software, and network infrastructure designed and utilized by Practis to host Websites and other applications.
“Provided Content” means content such as text, images, illustrations, graphics, links, PDF or WORD files provided by Client to be placed on the Website and Web Server.
Hosting. Client has engaged Practis to provide certain hosting services as described in the Practis Sales Order. Practis agrees to provide Client with web hosting services for the Website and hosting technical support (the “Hosting Services”). The Hosting Services shall include the disc space to store the Website and any of Client’s data files and the monthly data transfer bandwidth. Practis shall provide the Hosting Services so that the Website is accessible to third parties via the Internet as specified herein.
Content. Practis shall provide to Client the means to upload to the Practis Data Center all materials comprising the Website, including, but not limited to, any Domain Names, images, illustrations, graphics, or text, which shall be in a correct format identified by Practis, including, but not limited to HTML, WORD, or PDF format. The Provided Content shall be properly adapted and translated by Client for posting to the Practis Data Center so that the Website may be accessed via the Internet. Client will be able to transmit revisions, updates, deletions, enhancements or modifications (the “Updates”) to the Client Website on the Practis Data Center. Access to web Hosting Services is restricted to Clients only. Practis does not permit access to any third-party organizations nor allow duplication, scraping, mirroring in any manner of Website and any features including secure forms, database applications. Client shall not place and cause to be placed on the Website Provided Content that contains any content, materials or executable files of any nature which are obscene, sexually explicit, threatening, malicious, which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy or other third party rights, or which otherwise exposes Practis to civil or criminal liability. Practis shall have the right to remove any such content upon its reasonable determination that the foregoing restrictions have been violated. Client shall not place and cause to be placed on the Hosting Services any executable files of any nature which could impact our Hosting Services and it’s associated security. Any such materials placed on the Website and Hosting Services which do not satisfy the foregoing requirements shall be deemed to be a material breach of this Agreement.
Practis shall have no obligation to monitor or exert editorial control over the Website; however, Practis may, in its discretion, monitor the Website and use of the Website to determine and ensure compliance with this Agreement and to protect Practis and other users from fraudulent, unlawful, offensive, or abusive use of the Website. Client acknowledges that Practis, in providing Hosting Services, is acting as an Internet service provider and the Client is solely responsible for the content of Client’s Website. Client understands and agrees that, upon notification of claimed infringement on Client’s Website, Practis will take appropriate steps pursuant to the Online Copyright Infringement Liability Limitation Act, expeditiously to remove or disable access to the material that is claimed to be infringing. Client expressly agrees to indemnify and hold Practis harmless for any claims, expenses, fee, losses, liabilities, and other costs (including reasonable attorney fees) incurred as a result of any potential infringement by Client and actions taken by Practis pursuant to such notification of infringement by Client.
Availability of Website. Except for scheduled maintenance and required repairs, and except for any loss or interruption of Hosting Services due to causes beyond the control of Practis or which are not reasonably foreseeable by Practis, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures, Practis shall use reasonable efforts to make the Website available to third parties 99.5% of the time during any 30 day period. In the event of any loss or interruption of Hosting Services in excess of the guaranteed performance standard, as Client’s sole and exclusive remedy, Client shall receive a credit against future Hosting Services equal to a pro-rata portion of Hosting Services fees for the period of downtime which exceeds the allowable amount of downtime set forth above.
Project Schedule. Work under this Agreement will be completed within the timeframe based on the project schedule outlined in the Practis Sales Order. Client understands that it and Practis must work together and expeditiously to complete the Client site on a timely basis.
Services. Practis will design, develop and host the Client’s Website and, if included in the Practis Sales Order, consult with Client and provide Digital and or Social Media Marketing Services. If included in the Practis Sales Order, Practis is authorized to use metadata, markup and content for improving the ranking of, and or positioning the contents of the Client’s Website in search engines and or directories. Digital Marketing Services are intended to provide the Client with preferential positioning in selected search engines and report results on an ongoing basis however, Practis offers no guarantee or warranty of present or future placement, improvement or in any specific search engine. Social Media Marketing Services are intended to increase awareness, engagement and following, however, Practis offers no guarantee that the Social Media Marketing Services will result in increased website traffic, user engagement, revenue, or profits. Practis is not responsible for changes made to Client Website(s) and Social Media properties by Client or other parties that adversely affect the search engine or directory rankings of the Client’s Website(s) or performance on Social Media properties.
Provided Content. If Provided Content is to be added by Practis, the Client will provide Practis with Provided Content to be published in an electronic format and in its final form. Page length is equivalent to one 8 ½ x 11 dimension, including site design, images, etc. It is the responsibility of the Client to obtain permission for the use of all Provided Content used. Practis may edit, add or enhance Client Provided Content as necessary to produce a consistent presentation. Practis reserves the right to determine if transcription fees or additional web pages are necessary. If the aforementioned additional services are deemed necessary by Practis, Practis will advise Client of additional costs and obtain their permission before beginning such work. Client shall pay Practis the rates for such services in effect at the time services are provided. The Client acknowledges its responsibility in reviewing and approving all web pages for final errors as well as not utilizing website photos for any other purpose including but not limited to print materials, other Websites.
Copyright. It is the responsibility of the Client to certify and guarantee that all materials provided by Client including but not limited to text, photos, artwork, scripts do not knowingly infringe upon the copyrights of any other persons or entities and are owned by the Client, or the Client has permission from the owner to use material on the Client Website.
Links. Client acknowledges that the functionality of external links is beyond the control of Practis and that the Client is responsible for ongoing review and monitoring of links.
Graphic Design. Practis will provide basic graphic design elements necessary to complete the Client’s Website. Client logo will be provided to Practis in an electronic format. If time is spent reconstructing logo, Practis will be compensated for time spent. If the aforementioned additional services are deemed necessary by Practis, Practis will advise Client of additional costs and obtain their permission before beginning such work.
Changes and Amendments to Design. Practis will ask for feedback and written approval from the Client regarding design prior to completion of website. Upon template approval, any further significant design modifications are subject to additional charges.
Domain Support. If a domain transfer is required, a $50 transfer fee will be assessed, provided that the transfer authorization code and current Host and MX record information is provided. If it is necessary for Practis to intervene on the Client’s behalf to facilitate a domain transfer, the Client would be billed at the hourly rate then in effect for Practis technical support services. If the Client controls, registers or manages their domain name as well as the management of the DNS records, Practis may assess a fee for technical support, including but not limited to, communication of domain name record changes, communications to facilitate purchase and renewals of a secure certificate, research and provide domain name registration details to Client. If it is necessary for Practis to intervene on the Client’s behalf to facilitate domain changes, the Client would be billed at the hourly rate then in effect for Practis technical support services.
HIPAA Compliant Practis Forms. If the Practis Sales Order includes the setup of HIPAA compliant Practis Forms, the Client must identify and document the name and contact information of the Practis Forms Administrator and execute Practis’s Business Associate Agreement (“BAA”). If the Client fails to complete a BAA, and document and provide the name and contact information of the Practis Forms Administrator within the Project Schedule, Practis will configure a Practis Forms Account and associated forms within the Practis Forms application but not add the forms to the Client’s Website. The Client acknowledges that all fees associated with their Practis Forms Account will be assessed and that the Client is responsible for payment of those fees if they fail to provide the name and contact information of the Practis Forms Administrator and execute a BAA.
Intellectual Property Rights. Client understands and agrees that Practis holds title to all applications developed by Practis and that title to all items comprising the applications (such as source code, user interface, trade secret processes, and other similar items) remains with Practis. Except as set forth in these Terms for non-payment of fees, Provided Content shall remain the sole and exclusive property of Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. The proprietary information existing in Digital and Social Media Marketing programs is and shall remain the sole and exclusive property of Practis. Proprietary information includes research, ad group creation, ad copy creation for ad targeting, campaign configuration. The client shall have only the limited rights with respect to the proprietary information expressly granted in this Scope of Work, and all rights not expressly granted by Practis are reserved.
Approval Rights. For a period of five (5) business days following Website completion as identified in Section 2 above, the Client must notify Practis with any final changes to the Website within the aforementioned time or the Website shall be considered complete. Any changes thereafter will be considered maintenance and billed separately at the Practis fee schedule.
Go Live. Upon Go Live of the Website’s development and or Digital Marketing Program, Practis will advise the Client via email, or telephone that it has published the site at the Client’s domain, providing Client all necessary information (usernames, passwords, IP information) at time of completion. Practis offers no guarantee of ranking position or of acceptance by any search engine service.
WCAG Accessibility. At Go Live, Practis initially checks sites against W3 WCAG accessibility standards and compliance with Section 508 of the Rehabilitation Act. View testing standards here. Some accessibility issues require human judgment and cannot be tested automatically. Ongoing testing and support are available at an hourly rate.
Content Management System Support. Your site will be configured with a WordPress content management system (“CMS”). The CMS allows the Client to add pages, change text, upload images, pdf files, embed videos and create pages. An online training video is available. System core and supported plug-in updates, up to 30 minutes per month, are included. Installed theme must support the core update. If third-party plug-in updates are made available and the core update supports plug-in updates, plugins are automatically installed and upgraded. A listing of supported plugins is viewed at https://support.practis.com/posts/practis-support/plugin-support/. WordPress Core and plugin updates are not available at the client account level. Ongoing phone support for your content management system covers questions on modifying text, adding images, pdfs for up to 30 minutes per month with a 15 minute per call minimum. File and layout restoration is not included.
Encounter Health Content Library. Content updates to existing Encounter Health content through Encounter CSS will be automatically applied to the content library on an as needed basis. Notification of new content availability will be forwarded to Client. Client must notify Practis should they wish to turn on new content. New content additions for default content library configuration is included in maintenance. Content additions for custom content library configuration is not included.
Client Acknowledgements. Client understands, acknowledges and agrees that Practis has no control over the policies of search engines , directories and Social Media platforms with respect to the type of sites and/or content that they accept now or in the future as well as how long it takes them to add or update listings. Client Website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Based on the current policies of the search engine or directory in question, Practis will re-submit those pages that have been dropped from the index. Some directories offer expedited listing services for a fee. Client understands that they are responsible for all service fees. Client understands, acknowledges and agrees to provide prior notification to Practis for any alterations relating to the Client’s social media profile(s) that may affect the Services supplied. If alterations are made by the Client or a third party to the Client’s profile(s) then performance and brand integrity may be affected and Practis cannot be held responsible. Client acknowledges that Practis does not guarantee that the contracted Social Media Marketing Services will result in increased website traffic, user engagement, revenue, or profits.
Change Notice. Changes to the primary contact, secondary contact, domain name and primary business address for Client must be communicated to Practis in writing.
Confidentiality. Each party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other party, including, but not limited to software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party. Except as provided for in this Agreement, each party shall not use for its own purposes (other than in connection with this Agreement) or make any disclosure of the Confidential Information to any third party other than its employees who have a need to know in connection with this Agreement. Each party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each party and its employees shall survive the expiration or termination of this Agreement. Practis may share generic non-confidential data regarding Client Website traffic with its partners, affiliates and or publishers. Client agrees to opt in to receive Practis Client communications. Practis may use the name of and identify Client as a Practis Client, in advertising, publicity, or similar materials distributed or displayed to prospective Clients.
Warranties. Practis represents and warrants that (a) Practis has the power and authority to enter into and perform its obligations under this Agreement, and (b) Practis’s Services under this Agreement shall be performed in a workmanlike manner. Client represents and warrants that (a) Client has the power and authority to enter into and perform its obligations under this Agreement. (b) Client’s Website will not harm Practis’ Data Center or the ability of Practis to provide Hosting Services to others. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH HEREIN, PRACTIS MAKES NO WARRANTIES HEREUNDER, AND PRACTIS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Indemnification. Client agrees to indemnify, defend, and hold harmless Practis, its directors, officers, employees and agents, for all liabilities, losses, costs, expenses, and fees (including reasonable attorney fees), and to defend any action brought against same (collectively, the “Losses”) which may be incurred by Practis on account of any action or omission of Client that: (i) if true, would constitute a breach of any of Client’s representations, warranties, or agreements hereunder; (ii) arises out of the negligence or willful misconduct of Client; or (iii) relates to the Client Content to be provided by Client hereunder or other material on the Website infringes or violates any right of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets and/or licenses. Client expressly agrees to indemnify and hold Practis harmless for any Losses incurred by Practis which arise out of actions taken by Practis pursuant to notification by a third-party of infringement of the rights of a third-party by Client or the Client Content. Practis agrees to indemnify, defend, and hold harmless Client, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action arises out of a breach of any of Practis’s representations or warranties made hereunder.
Limitation of Liability. Practis shall have no liability for unauthorized access to, or alteration, theft or destruction of, the Website or Client’s data files, programs or information through accident, fraudulent means or devices, Digital and or Social Media Marketing Service guarantee for volume of traffic, number of clicks, likes, follows, registrations, purchases. Furthermore, Client acknowledges that Practis shall have no liability for the loss of access to Social Media properties, downtimes, interference in the form of hacking, disruptions, faulty third-party software and or the like. Practis shall use all reasonable endeavors to deliver Services relating to Social Media Marketing, content sharing, blogging and user engagement in accordance with the guidelines applicable to the relevant websites and Social Media platforms. However, Practis shall not be liable for delays or deteriorating performance due to changes made to standard terms, algorithms, account functionality, account availability, search results, viewing policy, prices or other matters beyond Practis’ control and reserves the right to make changes to Services as a result of the same. Practis shall have no liability with respect to Practis’s obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, punitive, or any other damages even if Practis has been advised of the possibility of such damages. In any event, the liability of Practis to Client for any such reason and upon any cause of action shall be limited to the amount actually paid to Practis by Client under this Agreement during the (3) months immediately preceding the date on which such claim accrued. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.
Assignment. Each Party agrees that its rights and obligations under this Agreement may not be assigned or otherwise transferred to a Third Party without written notification to the other Party within 90 days from Assignment. Notwithstanding the foregoing, either Party may transfer or assign its rights and obligations under this Agreement to (a) an Affiliate, subject to the prior notice to the other Party and the assigning Party remaining responsible for such Affiliate’s performance or (b) a successor to all or substantially all of its business or assets relating to this Agreement whether by sale, merger, assignment, operation of law or otherwise, without the prior written consent of the other Party; provided that such assignee or transferee has agreed to be bound by the terms and conditions of this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successors, and assigns.
Miscellaneous. (a)Applicable Law: Jurisdiction; Venue. The parties agree that this Agreement shall be construed by and governed under the laws of the State of North Carolina. Each party agrees that the federal and state courts located in Mecklenburg County, North Carolina shall be the sole and exclusive venue for any dispute or action arising hereunder. (b) All provisions of this Agreement relating to Client warranties, confidentiality, non-disclosure, proprietary rights, limitation of liability, Client indemnification obligations and payment obligations shall survive the termination of the Term of this Agreement. ( c)Except for the payment of fees by Client, if the performance of any part of this Agreement by either party is prevented, hindered delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes. (d) Either Client or Practis may assign all its rights, duties or obligations under this Agreement to any person or entity, provided, however, that such person or entity assume all duties or obligations under this Agreement, that written notice of such assignment is provided ninety (90) days in advance, and further provided that the assigning party by such assignment relinquishes all rights under this Agreement and remains bound by all Confidentiality terms of this Agreement, which shall survive such assignment.(e)Assignability. Client acknowledges that Practis may subcontract all or a portion of the Services to one or more third party service providers. (f) Severability. Every provision of this Agreement is intended to be severable. If any provision is held to be invalid or unenforceable by law or by a court of competent jurisdiction, all other provisions shall nevertheless continue in full force and effect. In lieu of such invalid or unenforceable provision, there shall be added to this Agreement a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.
Domain Rights. Should Client wish to utilize existing domain name that they acquired and hold the rights to, the Client will provide registrar log-in information or delegate access to Practis. Client agrees to be listed as the primary administrative contact to the registration services with respect to the registration and maintenance of such domain name and will be responsible for paying all bills from the registration service. Client agrees not to hold Practis responsible should the domain registration be forfeited due to non-payment of registration fees. Client shall be solely responsible for the resolution of any dispute arising regarding Client’s choice of Domain Name. Client hereby agrees to indemnify and hold Practis harmless for any and all costs, fees, expenses, or judgments arising out of any dispute or cause of action arising out of or related to Client’s domain name used in connection with the Website. If Client authorizes Practis to acquire and register the domain on the Client’s behalf, the initial domain registration covers a period of one year. Domain registration renewal will be billed 30 days prior to the end of said term. Client needs to notify Practis 90 days prior to the end of renewal date if they wish not to renew domain rights.
Taxes. The charges for this Agreement or for any services performed by Practis for Client does not include federal, state or local taxes which under such laws are assessed against the Client. Payment of these taxes is the sole responsibility of the
Client. Should Practis pay any taxes on the Client’s behalf, Practis shall bill Client for the amounts paid and the Client shall pay Practis within 15 days after billing date.
You, the Client, acknowledge that you have reviewed the Terms and Conditions of this Agreement.
ADDENDUM A HEALTHWISE KNOWLEDGEBASE LICENSING
This Healthwise End User License Agreement (“Agreement”) is entered into between Client (“Licensee”) and Practis, LLC. (“Practis”), a Delaware corporation, as of the date of the license or other agreement (“Master Agreement”) pursuant to which you are granted rights in the applicable Healthwise Product(s) (as defined below).
Licensee desires to use the applicable Healthwise Licensed Product(s) on one domain (URL) .
NOW, THEREFORE, in consideration of the mutual promises set forth herein and in the Practis Sales Order and the Terms, PRACTIS and Licensee agree as follows:
1. Definitions. As used in this Agreement, the following terms will have the following specified meanings:
“Laws” means laws, regulations, rules or orders of any government, administrative authority or court.
“Healthwise Licensed Product” means the Healthwise product(s) that have been licensed to Licensee.
“Healthwise Content” means Healthwise Licensed Product as described on the PRACTIS Website, which provides access to Healthwise Content delivered over the Internet. PRACTIS is an authorized reseller for Healthwise Content and the developer for the “Healthwise API,” which is the software that enables the Licensee to consume Healthwise Content for display on their Website based on the technical specifications listed as follows:
Vanilla PHP: PHP 5+, DOMDocument module, XSLTProcessor module
WordPress: All of the Vanilla PHP requirements, WordPress 4+
“Licensee” wishes to subscribe to Healthwise Content using the Healthwise API.
A. License Grant. Subject to the terms and conditions contained herein and during the Term (as defined below) of this Agreement, PRACTIS hereby grants to Licensee a non-exclusive, non-transferable license (with no sublicense rights) as follows, subject to the following limitations:
Use of Self-Help Clearinghouse Materials.
HEALTHWISE has an agreement with Northwest Covenant Medical Center (“NCMC”) for the use of the Self-Help Clearinghouse Directory information requiring, and Licensee agrees, that use of the NCMC Marks on packaging and marketing materials requires the prior written consent of NCMC.
Use of NORD’s Rare Disease Database Materials.
HEALTHWISE has an agreement with the National Organization for Rare Disorders (“NORD”) for the use of the Rare Disease Database (“NORD Content”) requiring, and Licensee agrees, that it will not misrepresent by any misstatement the NORD Content or purpose of the NORD Content in its marketing or sales activities. NORD Content is presented only for the purpose of providing information; it is not intended for diagnostic or any other purpose.
Use of National Cancer Institute Cancer.gov™ Materials.
HEALTHWISE has an agreement with The National Cancer Institute (“NCI”) for the use of the Cancer.gov™ data files (“NCI Content”) requiring the following provisions must be met and Licensee agrees to comply:
Cancer.gov™ is a registered trademark of the National Cancer Institute and must be so referenced in all published material pertaining to Cancer.gov™ files. The Cancer.gov™ name must always be used in any public reference to the data files.
Except as otherwise provided for in this Agreement, NCI and HEALTHWISE assume no responsibility or liability associated with the use and/or reproduction of copyrighted material by Licensee (or by any sub-licensee). Licensee shall be solely responsible for compliance with copyright restrictions and should consult legal counsel prior to any use or reproduction of the Cancer.gov™ data regarding the appropriate use of copyrighted material.
Licensee agrees to give appropriate credit to Cancer.gov™ and the National Cancer Institute in descriptive, educational, and promotional materials concerning the CLIENT Website.
Licensee agrees that, because the use of the Cancer.gov™ data for insurance reimbursement decisions is contrary to the nature of the database, which is designed as a research tool and not to reflect all possible treatment options, CLIENT agrees to not use it for reimbursement decision purposes.
(ii.) Licensee acknowledges that Practis is not responsible for the content and accuracy of streamed materials.