Doctor Website Hosting and Servicing Agreement

WEBSITE HOSTING AND SERVICING AGREEMENT

Please read this Website Hosting and Service Agreement (the "Agreement") in its entirety. This Agreement between Remedy Health Media, LLC, a New York corporation of 750 3rd Avenue, 6th Floor, New York, New York 10017 ("RHM"), and you, as a duly licensed physician ("DR.") in the U.S.A. sets forth the terms of the services of Membership made available to you through RHM as further described herein (collectively, the "Services"). This Agreement constitutes a legally binding agreement between you and RHM. By registering for the Services, or otherwise accessing and/or using the Services, you understand, acknowledge and agree that you will abide by and be bound by the terms of this Agreement and any additional terms that govern certain Services, which will be presented in conjunction with those Services. RHM may revise this Agreement without notice at any time in our sole discretion. In accepting this Agreement, you hereby certify that you have been granted authority to execute this Agreement on behalf of each member of DR.'s practice using the Services.

Preliminary Statement

WHEREAS, RHM wishes to maintain, host, service and support a website for DR. on its channel on the Internet and the World Wide Web; and

WHEREAS, DR. wishes to have RHM maintain, host, service and support a website for DR. on RHM's channel on the Internet and the World Wide Web;

NOW, THEREFORE, in consideration of the premises and conditions contained hereto agree as follows:

  1. RHM shall provide for the benefit of DR. a website (the "website") for DR.'s use for the term of this Agreement and shall provide the services listed on Exhibit A, which is attached hereto and made a part hereof (hereinafter the "Services")
  2. Website will be hosted, serviced and maintained, and content will be updated as needed by RHM according to the subscription package chosen by DR. (Exhibit A). RHM has agreed with DR. to provide to DR. the services listed in Exhibit A and listed below:
    1. a contact for website-related questions during business hours through a toll-free hotline;
    2. the option to link to content on RHM's patient education websites;
    3. a medical practice website address;
    4. certain artwork and content for website describing DR.'s practice with ongoing customer service; and
    5. software (the "Software") upgrades at no additional charge which are necessary to the use and operation of website. All Software remains the property of RHM and shall be returned to RHM or deleted by DR. upon the expiration, cancellation or termination of this Agreement. DR. may not hire another company to build, construct, develop content, alter, amend, modify, host, create derivative works of or service the website.
  3. Fees and Payment. Design fees ("Running Start," "One-of-a-Kind," and logo design) are charged in advance of website development. Subscription package payments ("Premier," "Advanced," and "Signature") begin the month after enrollment, whether or not the website has launched. DR. must make sure RHM has current payment information by notifying RHM in advance in writing of any changes to payment setup. DR. will notify RHM in writing right away if there are questions regarding billing by contacting RHM by letter or e-mail to DR.'s assigned website manager or HCBilling@RemedyHealthMedia.com.
  4. Design and Content Creation. DR. agrees to limit requested changes to a reasonable number of design and content changes and, where possible, to consolidate such requests. RHM will notify DR. if DR. is approaching a point where the number or extent of requested website updates are deemed unreasonable within the current rate structure. In the event that DR. requires more extensive website updates, RHM will notify DR. in advance that such updates may be subject to additional fees billed on a time-and-materials basis at RHM's then current rates. Overhauls of site design are available at any time at whatever the current rates are for "Running Start," "One-of-a-Kind," or logo designs.
  5. Domain. RHM will manage DR. website domain during the term of this Agreement. RHM will help DR. select and then register a domain or else RHM will assume management of DR. existing domain. In either case, DR. owns the domain and can transfer the domain to another host if DR. terminates this Agreement. During the term of this Agreement RHM will manage domain renewals. If RHM does not receive payment for services provided under the terms of this Agreement, RHM may attribute to DR. a release fee for the domain with a value to match the services for which RHM has not been paid.
  6. Email. RHM is not responsible for installing e-mail client software or setting up e-mail access on DR. computers, PDAs or otherwise.
  7. Term and Termination. This Agreement shall commence on the date that DR. registers and/or otherwise accesses or uses the Services and shall continue for a period of either 12, 24, or 36 months at which time it shall renew automatically for additional, 12-month terms. DR. shall notify RHM in writing of choice between initial 12-, 24- or 36-month subscription period. Either party may terminate this agreement upon thirty (30) days written notice to the other party; provided, however, that DR. will be responsible for payment of fees for the initial 12-, 24-, or 36-month period, whichever period is chosen. After the initial 12-, 24-, or 36-month subscription period, the fee to DR. for termination prior to the end of the then 12-month period will be $200 minus $10 for every month DR has paid for service in the current 12-month period.
  8. Events of Default. DR. shall be in default of this Agreement in the event that DR. fails to pay all fees as set forth above directly to RHM. In the event of default, RHM shall provide notice and an opportunity to cure within ten (10) days of such notice and following the expiration of that time period, this Agreement shall terminate and the website shall be removed from the internet.
  9. Grant of Rights; Ownership. RHM grants to DR. a personal, non-transferable and non-exclusive right to use website in the normal course of business for the purposes for which it was developed. In addition, (i) no title to any intellectual property comprised within the website and/or Software utilized in connection therewith is transferred to DR.; (ii) DR. shall not copy the website and/or Software except as necessary to use Software on one CPU; (iii) DR. will not transfer or assign its right to use the website and/or Software to any other party except as authorized in writing by RHM; and (iv) DR. will not amend, adjust, improve, reverse, compile or disassemble the website and/or Software. Other than content provided by DR. for use on the website and “One-of-a-Kind” designs (i.e., not “Running Start” designs), all contents of the website and Service, including all Software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, databases, proprietary information and all copyrightable or otherwise legally protected elements of website and Services, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, "Material"), are the property of RHM, its suppliers, and operational service providers and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties.
  10. Indemnification. DR. is solely responsible for the accuracy of DR.'s website content and use of the website and Services by DR. and any of your personnel, patients, vendors or suppliers and shall indemnify, defend and hold RHM and its officers, directors, employees, agents, representatives, licensors, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from copyright infringement, claims regarding data loss and/or personal privacy matters, inaccuracies, omissions, errors or statements contained therein or other breach of this Agreement.
  11. Compliance with Applicable Laws. Your use of the website and Services is subject to all applicable local, state, national laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your user name or password.
  12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges all prior discussion between them, and neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein.
  13. Governing Law. This Agreement will be governed by the laws of the State of New York (notwithstanding the State's conflict of laws provisions) applicable to contracts made, executed and wholly performed in New York, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State of New York and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise.
  14. Notices. All notices which may be provided or are required to be provided from one party to the other hereunder shall be effectively sent and received via e-mail.
  15. LIMITATION OF LIABILITY. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, RHM AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE WEBSITE OR SERVICES OR FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.
Exhibit A

Website Creation Options*

Running Start Design (Pre-designed sites)
One-of-a-Kind Design (Customized design)
Logo Development (Custom)**

Subscription Package (ongoing hosting, development, and optimization)*

 

Subscription Package Includes the following items:
  • Application that allows medical practices to easily make HIPAA-compliant online referrals to you through your website
  • Application that allows patients to request appointments online through your website in a HIPAA-compliant environment
  • “Find a Provider” feature allows healthcare consumers who visit Healthcommunities.com to find you and request appointments online in a HIPAA-compliant environment
  • Search engine optimization
  • Domain registration and renewals (up to 3 domains)
  • Website hosting, maintenance and security upgrades
  • Standard e-mail account set up, management and hosting (secure, HIPAA-compliant e-mail and secure online medical forms also available for additional fee)
  • Unlimited web pages to include items such as doctor biographies, areas of specialization, new services, articles, clinical trials, events, news, FAQ’s, photos, videos, etc.
  • Healthcommunities customer service contact
  • Website edits upon request
  • Website admin access for a contact at your practice to make content changes to the website (if desired)
  • Links to medical content on Remedy Health Media’s network of patient education content including, Healthcommunities.com, Healthcentral.com, BerkeleyWellness.com and TheBody.com, et. al.
  • Access to our image gallery that includes millions of premium art-directed and user-generated royalty-free photos, vectors and illustrations
  • Analytics software (e.g. to track visitor information and most-used sections of website)
  • Fillable PDF forms (completed online, printed and brought to the office by patient)
  • Blogging engine (if desired)

*Special quote for practices with 5 or more physicians
**Choose from 3 custom mock-ups, additional designs available at current hourly rate
*** Hourly rate for website edits (1/2 hour increments)