Practice Terms of Service

1. These Terms Do Not Replace Your Signed Agreement

These Practice Terms:

• Supplement, and do not replace, the Customer Agreement.
• Govern the day-to-day access and conduct of individual Authorized Users who log in to the Platform.
• Are not an offer to provide services and do not create a services relationship on their own.
• Are not the entire agreement between VitaTrax and any Customer.

Order of precedence. If anything in these Practice Terms conflicts with the Customer Agreement, the Customer Agreement controls. Commercial terms including fees, term length, renewal, termination rights, indemnification, insurance requirements, limitations of liability, governing law, and dispute resolution are set out in the Customer Agreement.

Where no Customer Agreement is in effect. Certain provisions of these Practice Terms are written to apply on their own where no Customer Agreement is in effect between VitaTrax and a person or entity accessing the Platform, or where a provision of a Customer Agreement is held unenforceable. Those provisions are Sections 5, 6, 7, 10, 11, 13, and 14. Nothing in this paragraph grants any right to access or use the Platform.

No signed Customer Agreement, no service. No person or entity may use the Platform to deliver or bill for remote monitoring services without an executed Software Services Agreement and an executed Business Associate Agreement in place.

To request a Customer Agreement, contact info@vitatrax.co.

2. Definitions

Capitalized terms not defined here have the meanings given in the Customer Agreement.

• “Customer” or “you” means the entity that has executed a Customer Agreement with VitaTrax. A Customer may be a healthcare practice, or an organization that provides care management, administrative, or related services to healthcare practices.
• “Practice” means the healthcare provider organization whose patients are enrolled in the Platform and on whose behalf monitoring services are delivered and billed. Where the Customer is not itself the Practice, references to Practice obligations mean obligations the Customer must ensure are satisfied.
• “Authorized User” means any individual whom the Customer authorizes to access the Platform on its behalf or on behalf of a Practice, including employees, contractors, agents, care coordinators, clinical staff, and administrative personnel, whether engaged by the Customer or by a Practice.
• “Participating Patient” means a patient whom the Practice has determined may benefit from remote monitoring, who is enrolled in the Platform, and who has accepted the VitaTrax Patient Terms of Service.
• “Platform” or “Software” means the VitaTrax provider-facing dashboard, patient-facing application, and associated capabilities and support services.
• “PHI” means Protected Health Information as defined at 45 C.F.R. § 160.103.
• “RTM” means Remote Therapeutic Monitoring.

3. What VitaTrax Provides

VitaTrax provides a software platform and associated implementation, training, and technical support used to deliver and document remote monitoring programs. The Platform provides:

• A provider-facing dashboard to view, track, and analyze Participating Patient data, and to record time spent on monitoring activities
• A patient-facing application through which Participating Patients report therapeutic data
• Evidence of Care (“EOC”) reports summarizing documented monitoring activity for a billing period
• Implementation and training services and helpdesk support during posted support hours

3.1 What VitaTrax Does Not Provide

VitaTrax is not a medical provider. VitaTrax does not practice medicine, does not make clinical identification decisions, does not establish medical necessity, and does not make treatment decisions. All clinical decisions rest solely with the Practice and its licensed providers.

VitaTrax is not a professional billing company. EOC reports and any billing summaries may identify potential CPT or HCPCS codes that could be available, but the Practice is solely responsible for determining which codes to bill, for the accuracy of claims submitted, and for compliance with payer requirements. The Practice should consult a professional billing agency or its own compliance counsel. VitaTrax is not responsible for any failure to receive reimbursement, nor for any improper billing activity.

VitaTrax does not provide 24/7, continuous, synchronous, or emergency monitoring or alerting. The Platform is not designed or intended to identify medical emergencies and may not be used or represented as such. VitaTrax is not responsible for the accuracy of data transmitted by patients or devices.

VitaTrax does not provide legal, regulatory, or compliance advice. Any compliance materials, templates, scripts, or protocols VitaTrax makes available are provided as a suggested starting point only, for informational and operational guidance. Each Customer and Practice must adapt them to its own clinical protocols, payer requirements, and applicable state and federal regulatory environment, and should have them reviewed by its own legal counsel and compliance team before implementation. All clinical, billing, and compliance decisions remain the sole responsibility of the Practice and its licensed providers.

4. Customer Responsibilities

The Customer is responsible for the following. Where the Customer is not itself the Practice, the Customer is responsible for ensuring that the Practice satisfies each clinical obligation below, and for flowing down these Practice Terms to every Authorized User and to each Practice it serves. These obligations are summarized here and stated in full in the Customer Agreement.

4.1 Clinical and Program Responsibilities

• Eligibility and enrollment. Identifying and enrolling Participating Patients, ordering services for them, and providing VitaTrax with the information needed to furnish services, including patient name, date of birth, contact information, applicable diagnosis or condition codes, and the ordering or supervising provider.
• Medical necessity. Establishing and documenting medical necessity before authorizing services, and re-establishing it on an ongoing basis. If a patient’s condition resolves or monitoring is no longer appropriate, services must be discontinued and the record updated.
• Patient consent. Obtaining and documenting informed patient consent before services begin and before any code is billed. Consent must cover, at minimum: an explanation of the service and whether the patient accepted or declined; notice that only one practitioner may bill per calendar month; disclosure of potential cost-sharing obligations; permission to share health information as necessary for care coordination; and notice that the patient may revoke consent at any time.
• Clinical protocol. Establishing monitoring parameters for each Participating Patient in the Platform. The Practice is solely responsible for the accuracy and appropriateness of those parameters.
• Supervision. Providing general supervision of clinical staff in accordance with applicable Medicare requirements, and documenting the method of supervision contact.
• Escalation and treatment. Making all treatment decisions and providing all medical care with respect to Participating Patients, their data, and any escalations surfaced by the Platform. VitaTrax cannot be held responsible for substandard treatment or medical malpractice.
• Unenrollment. Determining when a Participating Patient is no longer eligible for or in need of services, and unenrolling the patient through the Platform. If a patient is not unenrolled, VitaTrax may continue to provide services and the Customer remains obligated to pay for them.
• Clinical staff location. Ensuring that clinical staff performing monitoring services are physically located within the United States or its applicable territories, as required for Medicare reimbursement.
• Personnel qualifications. Ensuring that every individual performing any part of a monitoring program holds the licensure, certification, and qualifications required for that activity under applicable law and payer rules, and that the individuals performing the work satisfy any requirement that they be employed or contracted by a particular entity.

4.2 Compliance Responsibilities

• Verifying insurance coverage and cost-sharing requirements, and collecting applicable patient copayments and deductibles. Failure to collect cost-sharing may constitute improper waiver and create compliance risk.
• Confirming that no other practitioner is billing RTM or Remote Physiologic Monitoring for the same patient in the same calendar month.
• Ensuring that time recorded for monitoring is exclusively spent on that service and is not double-counted toward any other separately billed service.
• Maintaining documentation sufficient to support any claim submitted.
• Complying with HIPAA, HITECH, the federal Anti-Kickback Statute, the Stark Law, the False Claims Act, and all other applicable federal and state laws.

4.3 Account and Access Responsibilities

• Authorized Users. The Customer is solely responsible for the actions of its Authorized Users. Each Authorized User must have a unique login. Credentials may not be shared. The Customer must promptly deactivate access for personnel who leave or change roles, and must notify VitaTrax immediately of any unauthorized use or security incident known to it.
• Acceptance of these Practice Terms. As a condition of access, the Customer must require each Authorized User to review and accept these Practice Terms before accessing the Platform.
• Patient Terms. The Customer must ensure Participating Patients accept the VitaTrax Patient Terms of Service before using the patient application.
• Consents and authorizations. Maintaining all necessary consents and authorizations enabling VitaTrax to use, upload, process, and store data and to provide services. The Customer will not furnish an individual’s PHI to VitaTrax where that individual has objected to the sharing of PHI.
• Systems. Obtaining and maintaining all hardware, software, connectivity, and equipment needed to access the Platform, and paying all associated third-party charges.

5. Acceptable Use

Authorized Users may not:

• Access or attempt to access data relating to patients who are not under the care of the Practice they serve, or exceed the minimum necessary access required for their role
• Share credentials, or permit any person to access the Platform under another person’s credentials
• Use the Platform for any unlawful purpose, or in a manner that violates HIPAA, the federal Anti-Kickback Statute, the Stark Law, the False Claims Act, or any applicable payer rule
• Enter false, inaccurate, or misleading information, or record monitoring time that was not actually spent
• Reverse engineer, decompile, disassemble, scrape, or attempt to derive the source code or underlying structure of the Platform
• Resell, sublicense, or make the Platform available to any third party except as expressly permitted in the Customer Agreement
• Use the Platform, or any data in it, to build or train a competing product or service
• Circumvent or interfere with authentication, security, rate limiting, or audit logging
• Introduce malware or otherwise disrupt the integrity or performance of the Platform

VitaTrax may suspend an individual Authorized User’s access immediately where it reasonably believes continued access presents a security, privacy, or compliance risk, and will notify the Customer promptly.

6. Protected Health Information

PHI processed by VitaTrax is governed by the executed Business Associate Agreement, not by these Practice Terms and not by the VitaTrax Privacy Policy.

Under the Business Associate Agreement, VitaTrax:

• Uses and discloses PHI only as required to perform the services or as required by law
• Limits uses, disclosures, and requests to the minimum necessary
• Maintains administrative, physical, and technical safeguards in accordance with the HIPAA Security Rule
• Reports any breach of unsecured PHI without unreasonable delay and within the timeframe set out in the executed Business Associate Agreement
• Binds subcontractors that handle PHI to equivalent obligations in writing
• Assists with patient access, amendment, and accounting-of-disclosures requests within the timeframes set out in the Business Associate Agreement

Each party is independently responsible for its own compliance with HIPAA, HITECH, and applicable state privacy law.

Our Privacy Policy describes how VitaTrax handles information for which it is the controller, such as Customer account and website data. It does not govern PHI.

We do not sell PHI or Customer Data. We do not serve advertising in the Platform.

7. Data, Intellectual Property, and De-Identified Data

Customer data. As between the parties, the Customer retains all right, title, and interest in Customer Data as defined in the Customer Agreement.

VitaTrax property. VitaTrax retains all right, title, and interest, including all intellectual property rights, in the Platform, its documentation, and all modifications, enhancements, and derivative works. No rights are granted except as expressly stated in the Customer Agreement.

De-identified data. VitaTrax may create de-identified information from data in the Platform in accordance with the HIPAA de-identification standard at 45 C.F.R. § 164.514, and may use, aggregate, and disclose that de-identified information for product improvement, benchmarking, research, and analytics. VitaTrax does not attempt to re-identify de-identified information. De-identified information is not Customer Data. This provision survives termination.

Feedback. Suggestions, enhancement requests, and other feedback regarding the Platform are not confidential, and VitaTrax may use them without restriction or obligation.

Audit logs. VitaTrax maintains access and activity logs for the Platform and makes them available as set out in the Customer Agreement and the Business Associate Agreement.

Marketing use of Customer name. VitaTrax will use a Customer’s or Practice’s name, logo, or trademarks in marketing materials only with prior written consent.

8. Fees

Fees, invoicing, payment terms, and price change mechanics are set out in the Order Form and Customer Agreement. No pricing is published on this page. Contact info@vitatrax.co with billing questions.

9. Term, Suspension, and Termination

The term, renewal, and termination rights of the services relationship are governed by the Customer Agreement.

These Practice Terms apply for as long as an Authorized User has access to the Platform. VitaTrax may suspend or terminate an individual Authorized User’s access for violation of these Practice Terms, without affecting the Customer Agreement, and will notify the Customer.

On termination of the Customer Agreement, access ends and the return or destruction of data proceeds as set out in the Customer Agreement and the Business Associate Agreement.

10. Availability, Updates, and Third-Party Services

We work to keep the Platform available and reliable, but we do not guarantee uninterrupted or error-free operation. The Platform depends on the internet, networks, and Customer systems that are outside our control. Service levels, where offered, are set out in the Customer Agreement.

We may check the version of any VitaTrax software in use and download and install updates or configuration changes. An update may be required to continue using the Platform. Updates are covered by these Practice Terms unless accompanied by different terms, in which case those terms apply to the update.

We may add, change, suspend, or remove features, and may release features in preview or beta form, which may not function as a final version would and are provided without warranty of any kind. We will not make a change that materially reduces core monitoring functionality without reasonable notice to the Customer.

The Platform may integrate with third-party systems, including electronic health record systems, at the Customer’s election. Those systems are governed by their own terms, and the Customer is responsible for maintaining any authorizations required for the integration. VitaTrax is not responsible for the availability, accuracy, or security of third-party systems, or for data loss or errors originating in them.

Notifications. We may send operational, security, and service notifications by in-Platform message, by email to the addresses associated with Customer accounts, or by other reasonable means. Authorized Users may not opt out of security and service notifications while their access remains active.

11. Disclaimers and Limitation of Liability

Warranties, disclaimers, indemnification, insurance requirements, and limitations of liability are set out in full in the Customer Agreement and are not modified or expanded by these Practice Terms. Where a Customer Agreement is in effect, its provisions control.

The remainder of this Section applies where no Customer Agreement is in effect between VitaTrax and a person or entity accessing the Platform, or where a corresponding provision of a Customer Agreement is held unenforceable.

EXCEPT AS EXPRESSLY STATED IN A SIGNED CUSTOMER AGREEMENT, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, VITATRAX AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF DATA OR CONTENT.

VITATRAX DOES NOT WARRANT THAT THE PLATFORM WILL DETECT, IDENTIFY, OR ALERT ANYONE TO ANY MEDICAL CONDITION, CHANGE IN CONDITION, DETERIORATION, OR EMERGENCY. VITATRAX DOES NOT WARRANT THAT ANY CLAIM WILL BE ACCEPTED, REIMBURSED, OR PAID, OR THAT ANY CODE IDENTIFIED IN THE PLATFORM IS APPROPRIATE TO BILL. VITATRAX DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, OR THAT DATA WILL NOT BE LOST.

TO THE FULLEST EXTENT PERMITTED BY LAW, VITATRAX AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, DENIED OR RECOUPED CLAIMS, PENALTIES, FINES, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, WHETHER BASED IN CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF VITATRAX AND THE PARTIES LISTED ABOVE FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE PRACTICE TERMS WILL NOT EXCEED THE AMOUNTS PAID TO VITATRAX IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND U.S. DOLLARS ($1,000) IF NO AMOUNTS WERE PAID. THIS LIMIT APPLIES IN THE AGGREGATE ACROSS ALL CLAIMS AND IS NOT PER CLAIM OR PER INCIDENT.

THESE LIMITATIONS DO NOT APPLY TO LIABILITY ARISING FROM VITATRAX’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO ANY OTHER LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

These limitations apply to VitaTrax only. They do not limit any claim a patient may have against a Practice, and they do not affect any patient’s rights regarding medical care.

12. Changes to These Practice Terms

We may update these Practice Terms. Material changes will be communicated through the Platform or by email before taking effect, and the “Last Updated” date will be revised. Continued access after the effective date constitutes acceptance.

Changes to these Practice Terms do not amend any Customer Agreement, which may be modified only by a written amendment signed by both parties.

13. Governing Law and Disputes

Governing law and dispute resolution are as set out in the Customer Agreement, and those provisions control.

Where no Customer Agreement is in effect, or where the corresponding provision of a Customer Agreement is held unenforceable, the following applies.

These Practice Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Before commencing any proceeding, the parties will attempt in good faith to resolve the dispute informally for 60 days following written notice sent to info@vitatrax.co. If the dispute is not resolved, it will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Delaware, before a single arbitrator, with the award enforceable in any court of competent jurisdiction.

Neither party may bring a claim as a plaintiff or class member in any class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate the claims of more than one party or preside over any representative proceeding.

Either party may seek injunctive or other equitable relief in court to stop actual or threatened infringement or misuse of intellectual property, breach of confidentiality obligations, or unauthorized access to the Platform or to data. For any dispute not subject to arbitration, and for any proceeding to enforce an arbitration award, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware.

Nothing in this Section limits either party’s right to report a matter to a regulator or government agency, including the U.S. Department of Health and Human Services Office for Civil Rights.

14. General

Not the entire agreement. These Practice Terms are not the entire agreement between VitaTrax and any Customer, and do not supersede, replace, merge with, or modify any Customer Agreement. Any prior or contemporaneous agreement between the parties remains in full force. Where a Customer Agreement exists, it and these Practice Terms are read together, with the Customer Agreement controlling any conflict.

Severability. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision will be applied to the maximum extent permitted.

No waiver. A failure to enforce a provision is not a waiver of it.

Assignment. A Customer may not assign these Practice Terms or transfer Platform access except as permitted in the Customer Agreement. VitaTrax may assign these Practice Terms in connection with a merger, acquisition, reorganization, or sale of assets, provided the acquiring party remains bound by the obligations in the applicable Business Associate Agreement.

Force majeure. Neither party is responsible for a failure to perform caused by events beyond its reasonable control, including natural disasters, network or utility failures, third-party system outages, and acts of government.

Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, employment, or fiduciary relationship, and neither party may bind the other.

Third parties. These Practice Terms do not create rights in any person other than VitaTrax, the Customer, and its Authorized Users.

Notices. VitaTrax may give notice by in-Platform message, by email to the addresses associated with Customer accounts, or through the Customer Agreement’s notice provisions. Notice to VitaTrax may be sent to the address in Section 15.

Survival. Sections 1, 2, 3.1, 5, 6, 7, 8, 11, 13, and 14 survive termination of these Practice Terms and of any Authorized User’s access.

15. Contact