Vertical Health Physician User Agreement

This VERTICAL HEALTH PHYSICIAN USER AGREEMENT ("Agreement") and any Order Forms or other agreements referred to herein contain the complete terms and conditions that apply to your use of the Services (as defined in Section 1 below) being offered at websites operated by or on behalf of Vertical Health, LLC and/or its affiliates (“Vertical Health”), including, without limitation, www.spineuniverse.com, www.endocrineweb.com, www.diabeticlifestyle.com, and www.practicalpainmanagement.com (collectively, the “Sites”).  As used in this Agreement, "User" or "you" refers to you, the user of Vertical Health’s Physician listing service (as further defined below, the “Services”).

BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT ALL SUCH USE IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT LICENSED OR PERMITTED TO USE THE SERVICES. ALL OTHER USES OF THE SERVICES ARE PROHIBITED.

1. Vertical Health Services.

The Services consist of two levels of service, the “Membership Services” and the “Referral Program Membership Services”. The Membership Services allow you to create and maintain a practitioner practice listing on the Sites for free. The Referral Program Membership Services provide you the Membership Services along with other paid features selected by you, including customized advertising and marketing solutions and online patient intake forms. Referral Program Membership Services rates vary depending on the package of the features you choose. The services provided by Vertical Health under the Membership Services and Referral Program Membership Services are collectively referred to herein as the “Services”.

Membership Services

Membership Services include the following:

a. Vertical Health will provide information for each practitioner practice website, including, without limitation, the address, phone number, fax, email and general practice information provided by User (collectively, “User Information”) available to users of the Sites, (“Customers”) so that Customers may select providers for their health care needs.

b. Vertical Health will issue passwords to User (“Passwords”) so that User may upload, review, and update User Information via the Sites throughout the Term (as defined herein). Passwords shall be held in strict confidence by User and User will be solely responsible for any disclosures of its Passwords or use thereof by any unauthorized third party. Vertical Health reserves the right to disable any Password upon its reasonable belief that the security with respect to that password has been or will be compromised.

c. Vertical Health will host the User Information on the Sites, and will maintain and update the appearance of User’s practitioner practice listing so that it is consistent with those of other practitioners who are users of the Sites.

d. Vertical Health may periodically present promotional offers to Customers and may ask Users participate in such promotional offers. Users may, but are not obligated, to participate in promotional offers.

e. Vertical Health will maintain all Customer authorizations for the use of Customer’s health care and personal information by Vertical Health (“Customer Personal Information”) and the Services whether in paper or electronic form, however, the foregoing does not limit in any way User’s obligation to treat information obtained from users in accordance with applicable laws including those governing data privacy and security.

Referral Program Membership Services

Vertical Health may provide a variety of Referral Program Membership Services via the Sites for the benefit of Users, including, but not limited to, featured practitioner practice listings, customized advertising and marketing solutions, Info RX/Patient Education Pads, discounts on affiliated CME, and online patient intake forms. In the event User wishes to purchase any or all Referral Program Membership Services, Vertical Health may (in its sole discretion) agree to provide such Services, and User and Vertical Health will execute an Order form or other applicable agreement governing the provision of such Services.

2. User Responsibilities.

a. User will cooperate with Vertical Health or its agents to verify the information specified in Section 6.b, and any other information that Vertical Health in its sole discretion deems necessary to confirm User’s qualifications to provide the care offered to Customers. User will notify Vertical Health immediately of any change in licensure status or in the information required to be provided under Section 6.b.

b. User’s scheduling of a Customer for an appointment constitutes User’s acceptance of the Customer as a patient. User is fully and solely responsible for all care rendered to Customer and for collecting payment from Customer for all services rendered. Vertical Health will have no responsibility for collection or any liability whatsoever for fees for services due to User that are unpaid by Customer.

c. User will maintain and update his or her User Information as necessary in order to ensure its completeness and accuracy at all times. User is solely responsible for any liability or expense resulting from outdated or inaccurate User Information.

d. In the event User utilizes Vertical Health’s online patient intake forms, User will respond to patient form submissions within a reasonable amount of time, but in no event more than one (1) day after receipt of such forms.

3. Website Content; License Grant.

a. Vertical Health shall have sole discretion to develop and/or compile all content on the Sites, including, without limitation, any content provided by User or any Customers. User may request that Vertical Health modify the User Information with additional information, links or services. Vertical Health will incorporate such modifications and additional information into User’s profile posted on the Sites in its sole discretion.

b. Subject to the terms and conditions of this Agreement, Vertical Health grants User a limited, nonexclusive, non-transferable license to access the Services through the internet solely for the purposes of receiving the Services described in Section 1 herein. The Services are subject to modification from time to time at Vertical Health’s sole discretion.  

c. If Vertical Health becomes aware that a User is knowingly and willfully using any Customer Personal Information provided via the Sites that is inconsistent with the terms of this Agreement or applicable law, Vertical Health may, without limiting any of its other remedies available at law or in equity, request that User immediately cease such inconsistent use or terminate such User’s rights with respect to the Services. Vertical Health reserves the right (but is not required) to monitor all User Information and other content and materials provided by User and may (in its sole discretion) delete any content that Vertical Health, in its sole discretion, deems inappropriate for inclusion on the Sites.

d. The Services and the Sites are available solely as hosted by or on behalf of Vertical Health, and in no event shall User have any right to receive a copy of any software for the Services or the Sites.  The Services, the Sites and all content therein and thereon (other than User Information) is the sole property of Vertical Health and its licensors.  Except for the limited rights granted hereunder, no other rights are granted, no other use is permitted, and all other rights are expressly reserved.

4. Fees and Payments.

a. Membership Referral Program Membership Services, User will pay Vertical Health the fees as set forth on the applicable Order Form or other similar document (the “Fees”). All payments will be made in accordance with the payment schedule and the method of payment set forth on such Order Form or document. If not otherwise specified, payments will be due within thirty (30) days of invoice.

b. Upon termination of this Agreement for any reason, User shall pay to Vertical Health all fees due for Referral Program Membership Services rendered up to and including the effective date of termination.

c. Vertical Health will not knowingly exclude as a participant in the Service any individual or entity who meets the qualifications for participation as set forth herein. Any User payments are assessed equally against and collected equally from all Users, and are not based on the volume or value of any referrals to or business otherwise generated by either Vertical Health or the User for the Service for which payment may be made in whole or in part under Medicare, Medicaid or any other federal health care program. The Service imposes no requirements on the manner in which the User provides services to a referred Customer, except that Vertical Health may require that the User charge the Customer at the same rate as it charges other persons not referred by the Service.

5. Warranty Disclaimer; Limitation of Liability for Use.

The parties acknowledge and agree that Vertical Health is not responsible for (i) the accuracy, reliability, timeliness, or completeness of the User Information, data provided by Customers, or any other data or information provided or received through the Sites and/or Services, or (ii) the results that may be obtained from the use of the Sites and/or Services. Vertical Health will undertake commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, subject to downtime for scheduled or emergency maintenance.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, VERTICAL HEALTH MAKES NO WARRANTIES WITH RESPECT TO THE SITES, SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT AND VERTICAL HEALTH HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGMENT OR ANY WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.  WITHOUT LIMITING THE FOREGOING, VERTICAL HEALTH DOES NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, THE SOFTWARE OR ITS SERVER ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.

6. Representations and Warranties of User.

a. User represents and warrants that it will maintain the confidentiality of Customer Personal Information and shall only use such information in compliance with state, federal and other applicable laws and regulations, including those regarding privacy and data security.

b. User will at all times during the Term of this Agreement: (i) possess a valid and unrestricted license for all jurisdictions in which he or she practices; (ii) be a member in good standing on the medical staff of any hospitals in which he or she practices with appropriate clinical privileges if User is a physician; (iii) be board certified or board eligible in his or her specialty if User is a physician; (iv) possess valid and unrestricted state and federal narcotic and controlled substances numbers as applicable; (v) be and remain a participating provider in the Medicare and Medicaid programs (Titles XVIII and XIX of the Social Security Act, respectively) or be qualified to participate therein, but in any event not be excluded therefrom, (vi) obtain and maintain professional liability insurance coverage and other insurance of the types and in the amounts that are consistent with industry standard and applicable law for User’s practice; and (vii) treat all patients presenting themselves for treatment without regard to such patients’ race, religion, gender, sexual orientation, disability, payer source or other unlawful considerations.

c. User acknowledges that Vertical Health is not a health care provider, licensed or otherwise. Vertical Health cannot and will not assume responsibility for the direct care of any patient, which shall, at all times remain the responsibility of the User. Vertical Health will not be responsible for the assignment of staff to treat Customers or any other activity that involves the practice of medicine.

7. Indemnification.

User will defend, indemnify and hold Vertical Health and its affiliates, directors, officers, employees, consultants and agents (each, a “Vertical Health Indemnified Party”) harmless from any and all claims, actions, proceedings, losses, damages, liabilities and expenses, including reasonable attorneys’ fees and amounts awarded by a court or paid in settlement, arising from or related to any services or treatment provided by User to a Customer.

8. Mutual Representations and Warranties.

a. Each party represents and warrants to the other party that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized, it has the full power to enter into this Agreement and to perform its obligations hereunder.

b. Each party represents and warrants to the other party that the party is not currently the subject of a voluntary or involuntary petition in bankruptcy, does not currently contemplate filing any such voluntary petition, and is not aware of any basis for the filing of an involuntary petition.

c. Each party represents and warrants that its signatory hereto is authorized to execute this Agreement on such party’s behalf.

9. Limitation of Liability.

a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL VERTICAL HEALTH OR ITS SUPPLIERS, VENDORS OR LICENSORS BE LIABLE TO USER FOR ANY LOSS OF PROFITS, LOST REVENUE, OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF VERTICAL HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF VERTICAL HEALTH OR ITS VENDORS, SUPPLIERS OR LICENSORS FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER FORM OF ACTION, EXCEED THE GREATER OF (I) THE AMOUNT OF FEES PAID OR VALIDLY DUE AND OWING BY USER UNDER THIS AGREEMENT OR (II) $100.

10. Trademarks; Publicity.

a. Any use of the name or any trade name, trademark or service mark of Vertical Health (each a “Mark”) by User in any promotion, advertising or other similar materials or in any publicity or news releases will, in each case, be subject to the prior written approval of Vertical Health, which may be granted or denied in its sole discretion. In addition, any such use of a Mark will be subject to Vertical Health’s quality control guidelines and trademark usage policies provided to User from time to time. Vertical Health reserves the right to terminate User’s right to use any Mark, immediately upon the issuance of written notice, if Vertical Health determines User to be in violation of such policies or guidelines.

11. Intellectual Property.

a. Except as expressly set forth herein, all right, title and interest, including without limitation all intellectual property rights, in and to the Services and the Sites, including all content submitted by User thereto (other than User Information), shall remain the valuable and exclusive property of Vertical Health (and its licensors, where applicable).

b. Vertical Health retains all proprietary rights, title, and interest, including, without limitation, all patents, copyrights, trademarks, service marks and trade secrets embodied therein in and to any inventions, data, information, know-how, logos, ideas, concepts, technology, software and documentation related to or resulting from the utilization of the Services. Vertical Health retains all intellectual property rights relating to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User or any other party relating to the Services and/or the Sites, which are hereby assigned to Vertical Health.

c. User will not, directly or indirectly: (a) use the Services, or allow the transfer, transmission, export, or reexport of the Services or portion thereof in violation of any export control laws or regulations of the United States or any other government; or (b) alter, obscure, or remove (or permit any third party to do so) any patent, copyright, trademark or other proprietary or legal notice contained on the Services or the Sites.

12. Confidentiality/HIPAA Compliance.

a. The parties agree not to disclose the terms and conditions of this Agreement to third parties unless both parties have approved and mutually agreed in writing to the content, form and forum of any such disclosure.

b. The parties agree to discharge their respective duties hereunder in accordance with the applicable provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and regulations promulgated thereunder by the U.S. Department of Health and Human Services (the “Privacy Regulations” and the “Security Standards”). In the course of performing services pursuant to this Agreement, User may wish to disclose certain information to Vertical Health as a business associate (as defined in the Privacy Regulations) pursuant to the terms of this Agreement, some of which may constitute Protected Health Information (“PHI”). Therefore, Vertical Health and User agree as follows:

i. Contract Obligations. Vertical Health agrees that it shall comply with the requirements under this Section 12.b at all times during the Term and following the termination or expiration hereof.

ii. Definitions. Terms used in this Section 12.b but not otherwise defined shall have the meaning ascribed to them by the Privacy Regulations and the Security Standards, as amended from time to time.

iii. Stated Purpose for which Vertical Health May Use or Disclose PHI. Except as otherwise limited in this Agreement, Vertical Health may use or disclose PHI to perform functions, activities, or services for or on behalf of User as specified herein, provided that such use or disclosure would not violate the Privacy Rule if done by User or the minimum necessary policies and procedures of User.

iv. Vertical Health Obligations. Vertical Health covenants and agrees:

(a) Not to use or further disclose PHI other than as permitted or required by this Agreement or as required by law.

(b) To implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic PHI that it creates, receives, maintains or transmits on behalf of User and to use appropriate safeguards to prevent use or disclosure of PHI other than as herein provided for.

(c) To report in writing within five (5) business days to User any use or disclosure of the PHI not herein provided for, or any security incident, of which it becomes aware.

(d) To ensure that any agent, including a subcontractor, to whom it provides PHI or electronic PHI received from, or created or received by Vertical Health on behalf of User, agrees to the same restrictions and conditions that apply through this Section 12.b with respect to such information.

(e) To use reasonable efforts to mitigate, to the extent practicable, any harmful effect that is known to Vertical Health of a use or disclosure of PHI by Vertical Health in violation of this Agreement.

(f) To make internal practices, books and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by Vertical Health on behalf of, User available to the Secretary of the U.S. Department of Health and Human Services (the “Secretary”) for purposes of the Secretary determining User’s compliance with the Privacy Regulations and the Security Standards.

(g) To document such disclosures of PHI and information related to such disclosures as would be required for User to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528.

(h) To provide to User or an individual, within ten (10) business days of a request by User, information collected in accordance with Subsection iv(g), above, to permit User to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528.

v. User Obligations. User covenants and agrees:

(a) To provide Vertical Health with the notice of privacy practices that User produces in accordance with 45 C.F.R. 164.520, as well as any changes to or limitations in such notice, to the extent that such change or limitation may affect Vertical Health’s use or disclosure of PHI.

(b) To notify Vertical Health of any changes in, or revocation of, permission by individuals to use or disclose PHI, to the extent that such changes may affect Vertical Health’s use or disclosure of PHI.

(c) To notify Vertical Health of any restriction to the use or disclosure of PHI that User has agreed to in accordance with 45 C.F.R. 164.522, to the extent that such restriction may affect Vertical Health’s use or disclosure of PHI.

(d) Not to request Vertical Health to use or disclose PHI in any manner that would not be permissible under the Privacy Regulations if done by the User.

vi. Permitted Uses and Disclosures by Vertical Health. Vertical Health shall not use or disclose PHI in any manner, form, or in any means that is contrary to its obligations under this Agreement. Notwithstanding the foregoing, the parties agree that, pursuant to federal and New Jersey state law, Vertical Health may:

(a) Except as otherwise limited in this Agreement, use PHI for the proper management and administration of Vertical Health or to carry out the legal responsibilities of Vertical Health.

(b) Except as otherwise limited in this Agreement, use PHI to provide data aggregation services to User upon request by User and as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).

(c) Except as otherwise limited in this Agreement, disclose PHI for (1) the proper management and administration of Vertical Health, provided that (A) disclosures are required by law or Vertical Health, or (B) Vertical Health obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or (2) for the purpose for which it was disclosed to the person, and the person notifies Vertical Health of any instances of which it is aware in which the confidentiality of the information has been breached.

vii. Return or Destruction of PHI. Upon termination or expiration of this Agreement for any reason, Vertical Health shall return all PHI received from User or created or received by Vertical Health solely on behalf of User. This provision shall apply to PHI that is in the possession of subcontractors or agents of Vertical Health. Vertical Health shall retain no copies of such PHI. In the event that Vertical Health determines that returning such PHI is infeasible, Vertical Health shall provide to User notification of the conditions that make return infeasible. Upon determination by the Vertical Health that return of PHI is infeasible, Vertical Health shall extend the protections of this Section 12.b to such PHI and limit further uses and disclosure of such PHI to those purposes that make the return infeasible, for so long as Vertical Health maintains such PHI.

viii. Termination. Notwithstanding the provisions of Section 12.b herein, upon User’s knowledge of a material breach by Vertical Health, User shall provide an opportunity for Vertical Health to cure the breach or end the violation within fifteen (15) business days of being notified of such breach or violation. If cure is not feasible or not performed, User may immediately terminate this Agreement. If neither cure nor termination is feasible, User shall report the breach or violation to the Secretary of Health and Human Services.

13. Term; Termination.

a. Unless terminated earlier in accordance with the provisions of this Agreement, this Agreement and your receipt of Services will commence as of the date of your acceptance of the terms and conditions herein, whether by clicking on the “I Accept” button or downloading, accessing or otherwise using the Services and/or the Sites and shall continue in effect for a period of one (1) year. The term of this Agreement will automatically renew for successive one (1) year periods unless either party notifies the other in writing at least thirty (30) days prior to the end of the initial term, or any renewal period, of its election not to renew the Agreement. The initial one (1) year term and any renewal periods will collectively be referred to as the “Term.” If User purchases Referral Program Membership Services, those services will be provided as per the terms of the Order Form or other similar document governing such services.

b. Either party shall have the right to terminate this Agreement upon thirty (30) days written notice following a material breach or default by the other party that is not cured to the reasonable satisfaction of the nonbreaching party within such thirty day notice period. A material breach or default by User of the provisions of an Order Form or other similar document governing Referral Program Membership Services shall enable Vertical Health to terminate this Agreement and User’s Membership Services, and a material breach or default by User of this Agreement governing Membership Services shall enable Vertical Health to terminate any or all Order Forms or other similar documents governing User’s Referral Program Membership Services.

c. Either party shall have the right to terminate this Agreement without cause by providing the other party with sixty (60) days advance written notice of their intent to terminate.

d. This Agreement will terminate immediately in the event that User loses his or her license to practice or otherwise becomes unable to fulfill the requirements set forth in Section 6.b.

e. Upon termination of this Agreement, all licenses granted hereunder shall terminate and User shall immediately cease use of the Services. Sections 3.d, 4, 5, 6.a, 6.c, 7, 9, 11, 12, 13.e and 14 and any accrued rights to payment shall survive any expiration or termination of this Agreement. All fees paid hereunder are nonrefundable.

14. Miscellaneous.

a. Assignment. Neither party may assign this Agreement, and/or any of its rights and obligations hereunder, without the prior written consent of the other, except that Vertical Health has the unrestricted right to assign this Agreement to an affiliate or in the event of a sale, merger or other acquisition of its business related to this Agreement.

b. No Inducement. Nothing contained in this Agreement, including any compensation paid or payable, is intended or shall be construed: (i) to require, influence or otherwise induce or solicit a party or any of its affiliates regarding referrals of business, or recommending the ordering of any items or services, of any kind whatsoever to any of the other parties or their affiliates, or to any other person; or (ii) to interfere with a patient's right to choose his or her own health care provider, or with a provider’s judgment regarding the ordering of any items or health care services.

c. Notices. Any notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing (unless otherwise specifically provided herein) and shall be sufficiently given if sent by nationally recognized express delivery service and addressed, if to Vertical Health, to [______________] and if to User to the address currently on file by Vertical Health for User or to such address or addressee as either party may from time to time designate to the other by written notice. Any such notice or other communication shall be deemed to be given as of the date it is delivered to the recipient or, if delivered on a non-business day, on the next business day.

d. Governing Law; Dispute Resolution. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey without reference to the conflict of laws provisions thereof. Any controversy, dispute or claim arising out of or related to this Agreement that cannot be resolved by good-faith negotiations between authorized representatives of the parties, shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the State of New Jersey, pursuant to the Commercial Arbitration Rules of the American Arbitration Association, and both parties agree that Expedited Procedures shall apply. The arbitration tribunal shall consist of one arbitrator. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement. The parties agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary relief, as the arbitrator deems appropriate.  Notwithstanding the foregoing, either party may seek a temporary injunction pending resolution of a dispute from any court of competent jurisdiction.

f. Force Majeure. Except for a party’s payment obligations, the performance of either party under this Agreement may be suspended to the extent and for the period of time that such party is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including, without limitations, acts of God, acts of civil or military authority including government priorities, new legislation or regulatory requirements, strikes or other labor disturbances, fires, floods, epidemics, wars or riots). After thirty (30) cumulative days of suspension on the part of one party, the other party may, at its sole discretion, terminate its obligations without further liability.

g. Modifications. Vertical Health may modify this Agreement at any time upon posting a revised Agreement to the applicable Site and providing User with notice of such revised Agreement (which may be given by e-mail or otherwise through the Services).  In such event, the revised Agreement will apply to User’s use of the Services after such date unless User provides written notice to Vertical Health rejecting such Agreement within thirty (30) days after the date the revised Agreement was posted to the applicable Site, in which case Vertical Health may (in its sole discretion) either (i) agree that User may continue to use the Services pursuant to the previous terms or (ii) terminate this Agreement immediately upon notice to User.

h. Waiver.  Any waiver shall only be effective if in writing and signed by the party against which enforcement is sought.  A failure or delay of either party to insist upon the performance of any terms or conditions of this Agreement or exercise any rights or privileges conferred in this Agreement shall not be construed as waiving any such terms, conditions, rights or privileges and the same shall continue and remain in full force and effect.

i. Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

j. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous or contemporaneous agreements, promises, representations, whether written or oral, between the parties with respect to the subject matter hereof.

k. Independent Contractors. The relationship of the parties shall be that of independent contractors. Any employee, servant, subcontractor or agent of Vertical Health who is assigned to provide services under this Agreement shall remain at all times under the exclusive direction and control of Vertical Health and shall not be deemed to be an employee, servant, subcontractor or agent of User. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity, except as specifically provided herein.

l. Remedies Cumulative. Unless expressly stated, no remedy afforded to a party under this Agreement shall preclude other remedies available under equity or law.

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