OverSightMD Inc. Terms of Service

Welcome to OverSightMD!

OverSightMD is a cloud-based platform that allows us to provide a continuum of care service to our customers and their Patients. Our service enables non-affiliated hospital and post-acute providers to function as a unified healthcare delivery system which helps to reduce hospital readmissions, and improve patient outcomes by providing ongoing patient population management by facilitating the exchange of meaningful data so they can deliver timely, effective care and achieve their efficiency and quality metric goals.

This document, the OverSightMD Terms of Service (“Terms of Service”), sets forth the terms and conditions regarding your and/or your Company’s use of our service. This Terms of Service is legally binding and establishes a contract between you, an individual user (“Your” or “User”), and OverSightMD, a California corporation, located at 1525 McCarthy Blvd, Suite 200, Milpitas, California 95035 (“OverSightMD”) and/or you on behalf of your company including with the contact, registration and billing information provided during the registration process (“Company”).

If you are registering on behalf of a Company or other type of legal entity, you are agreeing to this Terms of Service for that organization and promising to OverSightMD that you have the authority to bind that organization to this Terms of Service (in which event, “Company” will refer to that organization). If you have registered on behalf of your Company, this Terms of Service will be in effect when you will also have a separate signed Pricing Amendment in effect with OverSightMD. The Pricing Amendment must be signed by an OverSightMD Vice President, or more senior executive, to be valid and binding. The additional terms of the Pricing Amendment are incorporated herein by this reference and will govern your use of the OverSightMD Software and Services, including the pricing to use the Software and receive the Services. The Pricing Amendment shall control over these Terms of Service to the extent that any terms therein differ from this Terms of Service.

If you do not agree with this Terms of Service, do not register, as your registration and/or use of the OverSightMD service constitutes acceptance of this Terms of Service.

Each party hereto (“User”, “Company” or “OverSightMD”) may be individually referred to as “Party” and collectively as the “Parties”.

I. License. This Terms of Service govern the license of and access to (a)(i) the OverSightMD software and platform, including any internet or mobile site or application, if any; (ii) the OverSightMD dashboards, reports and analytics as provide as part of the Software; (iii) as and when available, the OverSightMD Application Programming Interface (“API”) and the accompanying OverSightMD documentation and related materials as provided to you (collectively, the “Software”); and, (b) as applicable, the provision of the Services to Company’s patients, employees or covered individuals (collectively referred to as “Patients”), as the case may be, under care (“Services”). Subject to this Terms of Service, OverSightMD grants to User or Company, as applicable, a non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) access and use the Software in the United States; (b) enter the relevant Company Patient data into the Software; (c) access the Software to view reports, analytics and receive notifications based on the OverSightMD analysis of the Company Patient data; and (d) allow Company’s Patients to receive the Services. Furthermore, Company acknowledges and agrees to immediately notify OverSightMD if (1) a Company User is using the Software not in compliance with this Terms of Service, or (2) a Company User is no longer a Company employee, contractor, physician or physician extender. OverSightMD reserves the right, in its sole discretion, to immediately terminate any license granted pursuant to this section with respect to that Company User.

A. Ownership; Restrictions. The Software and any access thereto, is licensed, not sold, and OverSightMD retains and reserves all rights not expressly granted in this Terms of Service. You or Company expressly acknowledge that OverSightMD retains all worldwide right, title and interest in and to the Software and all derivative works thereof, including all intellectual property rights therein. You or Company agree not to do anything inconsistent with such OverSightMD ownership, including without limitation, challenging OverSightMD’s ownership of the Software, patents, copyright, trademarks and Services. You or Company will not or will not attempt to, nor will it allow others to: (a) reverse engineer, decompile, disassemble or translate the Software; (b) remove, deactivate or otherwise circumvent any software protection of the Software, or derive the source code or the underlying ideas, algorithms, structure or organizational form of the Software; (c) sell, sublicense, assign or otherwise transfer or provide access to, in whole or in part, the Software to any non-affiliated third party without prior written approval from OverSightMD; (d) create derivative works of the Software; (e) exceed or circumvent the rate limitations on access, calls and use of API, if any, as provided by OverSightMD to Company, from time to time; and, (f) remove or alter any proprietary notices or marks on the Software.

B. Company may choose, but is not required, to provide OverSightMD with comments concerning the Software or Services or Company’s evaluation and use thereof (collectively, “Feedback”). If You or Company provide Feedback, You or Company hereby grants OverSightMD a non-exclusive, perpetual, irrevocable, royalty- free, fully paid-up, worldwide right and license to copy, modify, create derivative works from, publicly display, disclose, distribute, license, incorporate and otherwise use the Feedback, for any and all commercial and non-commercial purposes with no obligation of any kind to Company. For the sake of clarity, the rights granted in this section do authorize OverSightMD to advertise, market or publicly attribute any Feedback without the prior written consent of the Company.

II. SERVICES OVERVIEW. Subject to this Terms of Service, and the separate Pricing Amendment, OverSightMD may provide the following Services to You and/or Company, as applicable.

A. Your Pricing Amendment must specifically list one or more of the following services for this Terms of Service and the Pricing Amendment to be valid. Each service below may be referred to as the “Service” and collectively as the “Services”. As further described in Exhibit A:

1. Patient & Employee Screenings.
2. Remote Monitoring.
3. Remote Patient Monitoring.
4. AfterCare Tracking.
5. Skilled Nursing Connect.
6. Dashboard Access.
7. Connected Dental Care.

B. OverSightMD will provide Services only for Company’s Patients associated with the Company address provided during the registration process. If a Company has multiple locations the Company must register each location individually, including a main contact, address, billing and other required information as set forth in the registration process.

C. Company’s Employee Access. Each Company employee, contractor, physician, physician extender must register on OverSightMD and agree to these Terms of Service to be able to access the Software and/or set up Services for Company’s Patients.

D. Company Obligations. Company shall provide OverSightMD with a worldwide, royalty free, fully paid up non-revocable license while using the OverSightMD Software and Services, to access Company’s Electronic Health Record, Patient data, management systems, including Company and any third-party API’s as applicable, as set forth in Exhibit B. Company acknowledges that OverSightMD cannot provide the Services contemplated herein without the Company Data and OverSightMD will not be held in breach of this Agreement for Company’s failure to provide Patient data in a timely fashion.

III. COSTS; TIMING AND CHARGES; PAYMENT

A. Costs of Services. The Company agrees to pay OverSightMD pursuant to this Terms of Service and a separate Pricing Amendment, which is incorporated herein by this reference. Prices are subject to change upon reasonable notice. In the event, Company fails to sign the Pricing Amendment, OverSightMD may immediately terminate all Company access to the Software and cease to provide Services without any further obligation to Company.

B. Timing of Services Effective Date; Charges.

1. Patient & Employee Screenings. The Patient & Employee Screenings service is effective as of
2. Remote Monitoring. The Remote Monitoring Service is effective as of the first date a Patient is admitted by Company or on-boarded to the Software, whichever occurs first, and continues until the expiration of their risk-bearing period or quality metrics period, whichever is later. All Patients, regardless of payor status, remain subject to license fees.
3. Remote Patient Monitoring.
4. AfterCare Tracking. The AfterCare Tracking service is effective three (3) days prior to the date of discharge of the Patient from the skilled nursing facility, hospital or acute care facility as applicable.
5. Skilled Nursing Connect. The Skilled Nursing Connect Service is effective as of the first date the Patient is admitted by Company or on-boarded to the Software, whichever occurs first, and continues to the date of discharge from the facility. All Patients, regardless of payor status, remain subject to license fees.
6. Dashboard Access. A Party will have access to the Patient Dashboard at the latter of 24 hours after (i) the first date the Patient is admitted by the Company or (ii) the date the Patient is on-boarded to the Software. Patient Dashboard Access continues until the expiration of their risk-bearing period or the termination of their quality metrics period, whichever is later.
7. Connected Dental Care.

C. Payment. OverSightMD shall submit an invoice to the Company on the first day of each calendar month in which the Software and Services are to be provided to Company. Any overage charges for the current billed month will be billed on the following months invoice. Payment by Company to OverSightMD shall be in full and due upon receipt in order for services to be rendered in the current month.

IV. TERM & TERMINATION

A. This Terms of Service, as updated from time to time, shall continue until the termination date as specified in the Pricing Amendment or as terminated as provided for below, whichever is earlier.

B. Termination for Convenience. After the expiry of any initial term as set forth in the Pricing Amendment, either Company or OverSightMD may terminate this Terms of Service without cause by providing 60 (sixty) days written notice prior to the expiration of the initial term or any renewal term (if applicable), to the other Party. Notwithstanding the above, a non-paying User may terminate this agreement upon written notice, an email will be deemed sufficient, to OverSightMD at careteam@oversightmd.com.

C. Termination for Cause. Company or OverSightMD may terminate this Terms of Service for cause as follows:

1. Company or OverSightMD’s breach of this Terms of Service, which continues uncured for a period of seven (7) business days after written notice of such breach, from the non-breaching Party to the Party in breach.
2. The commission by any personnel of a Party to this Terms of Service of a crime or other act having an adverse effect on the reputation or business opportunities of the other Party.
3. The inclusion of either Party on the Office of Inspector General, List of Excluded Individuals and Entities (“OIG LEIE”).
4. A determination by Company or OverSightMD, in consultation with attorneys, that this Terms of Service violates federal or state law.
5. Any fraud or abuse as defined under Medicare, Medicaid or other insurance programs directly attributable to a User or either Party, or any of the personnel furnished to perform services hereunder, constitutes an immediate breach of contract, and the breaching Party shall be liable for all damages resulting from such action.
6. Any intentional misrepresentation of fact by OverSightMD, User or Company, or its employees, contractors or agents, to the other Party regarding the services or obligations provided hereunder.
7. If Company fails to pay invoices when due, OverSightMD may suspend or discontinue the Services and suspend or remove access to the Software without further obligation to Company.
8. As determined by OverSightMD in its sole discretion, if Company fails to input relevant Patient data into the Software either directly or via an API as agreed by the Parties so that OverSightMD can provide the Services as specified herein. OverSightMD may suspend or discontinue the Services and suspend or remove access to the Software without further obligation to Company, if Company fails to input or otherwise provide relevant Patient data into the Software.
9. If User or Company, or Company’s employees, contractors, physician and physician extenders and agents thereof, cease to use the Software or Services for a period of 60 (sixty) days, OverSightMD may remove access to the Software and discontinue provision of new Services under the Pricing Amendment, without any further obligation to Company.

D. Effect of Termination. User, Company, and Company employees, contractors, physicians and physician extenders and agents thereof, shall immediately cease to use the Software and immediately remove and return, or destroy, all copies of the Software in its possession. OverSightMD will cease to provide the Services. Each Party shall return to the other Party, or destroy, any Proprietary Information disclosed. If either Party terminates this Terms of Service, Company shall pay OverSightMD for all amounts due hereunder, as well as any compensation to be incurred through the completion of any applicable notice period.

E. Survival. Sections I.A., I.B., VI.D., VII., IX., XI.-XIV. will survive the termination of this Terms of Service.

V. PUBLICITY; MARKETING & C0-MARKETING; TRADEMARKS.

A. Publicity. Neither Party may issue any press release, or any of the activities contemplated hereby, or concerning the relationship between the Parties without prior written (email shall be deemed sufficient) consent of the non-disclosing Party.

B. Marketing & Co-Marketing. Company and OverSightMD hereby authorizes the each other to include in its marketing activities, including but not limited to such channels as web, social, digital, print, outdoor and broadcast, information about the other’s services or products, which have been prepared and provided for this purpose (such as a company logo and description). Company and OverSightMD, as applicable, shall retain the right to approve the use of its marks and description of services as described by the others marketing materials or campaigns, which shall not be unreasonably withheld. Materials, logos, and descriptions shall not be altered, modified or otherwise changed without written permission by the other Party. Each Party agrees to assist the other Party in identifying and obtaining customer success stories for use by both Parties in their respective marketing activities and materials.

C. TRADEMARKS.

1. Mark(s) Limited License. Each Party (“Mark Owner”) hereby grants the other Party (“Mark Licensee”), a non-exclusive, nontransferable, royalty-free, worldwide license to use its Marks, as necessary to perform the marketing and promotional obligations described herein. Any use of the other Party’s Marks shall be subject to the Mark Owner’s right to review and approve or reject in advance each proposed use of the Mark, and shall conform with any trademark usage guidelines, policies, or requirements provided by the owner of the Mark.

2. Restrictions. Neither Party may include the other Party’s trademarks in or as part of the other Party’s registered corporate name, any company logo, or any company service or product name or create any derivative works of the other Party’s trademarks. Moreover, neither Party may use the other Party’s trademarks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or false association with the other Party. Any and all use of a Party’s trademarks and all goodwill arising out of such use will inure to the benefit of the Party who owns the trademark.

3. Reservation of Rights. The Mark Owner reserves any rights that are not expressly licensed herein and any and all use by the Mark Licensee shall accrue to the benefit of the Mark Owner. The Mark Licensee will not take any action that would conflict with or be contrary to the Mark Owner’s rights and interest in its Marks. Nothing contained herein shall be deemed to grant either party any right, title or interest in or to the other’s Marks other than the license granted herein. As between the parties, OverSightMD acknowledges that Company is the sole and exclusive owner of the Company Marks, and Company acknowledges that OverSightMD is the sole and exclusive owner of OverSightMD Marks.

VI. INSURANCE

Company and OverSightMD shall each maintain professional liability insurance and insurance coverage for all acts of negligence, with reputable insurance companies, with liability limits in the amount of One Million Dollars ($1,000,000.00) for a single occurrence and Three Million Dollars ($3,000,000.00) in the aggregate, for all professionals providing services under this Terms of Service. Upon request, Company and OverSightMD each agrees to provide a copy of any and all insurance certificates documenting appropriate coverage to the other upon written request.

VII. RECORDS AND REPORTS

A. If applicable, the Parties agree to comply with statutory requirements governing the maintenance of documentation to verify the cost of services rendered under this Terms of Service as follows:
1. Until the expiration of four (4) years after the furnishing of services pursuant to this Terms of Service, upon written request, the Parties shall make available to the Secretary of Health and Human Services (“Secretary of HHS”), the Comptroller General of the United States General Accounting Office or any other federal or state agency having authority or responsibility for the payments or supervision of OverSightMD, Company or as applicable a Company affiliated nursing facilities’ services, or any of their duly authorized representatives, all contracts, books, documents, and records of OverSightMD that are necessary to certify the nature and extent of such services (including the costs thereof), including those as may be required under the Omnibus Budget Reconciliation Act of 1987, 1990 and any amendments thereto.
2. If either Party is required to disclose any books, documents or records for the purpose of any audit or investigation, the disclosing Party shall notify the other Party of the nature and scope of such request and shall make available to the governmental entity conducting such audit or investigation all such books, contracts, documents, and records. By agreeing to this neither Party waives any legal rights that it has with regard to disclosure of documents or information.

VIII. PERSONAL INFORMATION; PATIENT DATA

A. Each Party acknowledges that each may have access to both Personal Information and Patient data of individuals under care or being monitored pursuant to these Terms of Service.

B. Where Company is a Covered Entity, each Party acknowledges and agrees that the other Party, and as applicable a Company owned and operated or affiliated skilled nursing facility, is a Business Associate and Covered Entities respectively as defined by the Administrative Simplification requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and regulations promulgated thereunder.

C. Where Company is a Covered Entity, each Party acknowledges and agrees that each is required to protect each Patient’s Protected Health Information according to the HIPAA Regulations (“Personal Information”).

D. Where Company is a Covered Entity, each Party agrees that it shall: (i) keep and maintain all Personal Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use or disclosure; (ii) use and disclose Personal Information solely and exclusively for the purposes for which the Personal Information, or access to it, is provided pursuant to this Terms of Service, and not sell, rent, transfer, distribute, or otherwise disclose or make available Personal Information; (iii) not, directly or indirectly, disclose Personal Information to any person other than its Authorized Persons, unless and to the extent required by Government Authorities or as otherwise, to the extent expressly required, by applicable law; and, (iv) implement administrative, physical and technical safeguards to protect Personal Information that are no less rigorous than accepted industry practices, and shall ensure that all such safeguards, including the manner in which Personal Information is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as this Terms of Service; (v) require any Authorized Person, including any physician, physician extender and any other healthcare provider to protect to the fullest extent required by law the confidentiality of any patient’s Personal Information obtained during their admission in any Company owned and operated, and as applicable, any Company affiliated skilled nursing facilities.

E. Compliance. Each Party shall comply with these Terms of Service in its collection, receipt, transmission, storage, disposal, use and disclosure of such Personal Information and be responsible for the unauthorized collection, receipt, transmission, access, storage, disposal, use and disclosure of Personal Information under its control or in its possession. Each Party shall be responsible for, and remain liable to, the other Party for the actions and omissions of all Authorized Persons concerning the treatment of Personal Information as if they were their own actions and omissions.

F. Definitions. “Personal Information” is defined as information that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, employee identification numbers, government-issued identification numbers, biometric or health data).

“Customer Data” means all non-Personal Information, including but not limited to gender, age, marital status, occupation, diagnosis, injuries, treatment plan(s), medication, supplements, vital signs (i.e., weight, blood pressure, O2, temperature, pulse, respiration), pain score, risk score, LACE score, lab and blood tests, OverSightMD risk score(s), patient costs, family, surgery and social history, check-in and reporting data, medical alerts, Patient handoffs, readmission information, medical and wellness assessments and notes related thereto, patient feedback, patient self-assessments, care updates, recovery goals, DME needs and issues, home and environmental information and assessments, patient schedules for home health and primary care physicians, home health agency, skilled nursing facility, analysis related to any of the above data points.

“Authorized Persons” of each Party may receive or have access to Personal Information. “Authorized Persons” means (i) a Party’s authorized employees; and (ii) a Party’s care givers, contractors, agents, outsourcers and auditors who have a need to know or otherwise access Personal Information to enable each Party to perform its obligations under this Terms of Service, and who are bound in writing by confidentiality obligations sufficient to protect Personal Information in accordance with this Terms of Service.

G. Company and OverSightMD acknowledge and agree that Patient data may be used, distributed, and disclosed on an anonymous, aggregated or otherwise non-personally identifiable manner by the collecting entity and the collecting entity will take all reasonable and appropriate measures to ensure that any such use and disclosure will be consistent with the obligations set forth in this Terms of Service, applicable laws and regulations for the protection of Patient Personal Information.

H. Company and OverSightMD acknowledge and agree that their respective privacy policies will be consistent with all applicable laws and regulations.

I. Where a Company is not a Covered Entity as defined by the Administrative Simplification requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and regulations promulgated thereunder, then this Section VIII, subsections B, C and D do not apply. Please refer to the applicable OverSightMD Privacy Policy for your respective program.

 

IX. CONFIDENTIALITY

A. Each Party acknowledges that the other Party’s business operations; marketing methods; policies; procedures; activities; protocols; budgets; client lists, records and reports; processes; computer software designs and programs; scientific and technical data; trade secrets; and other technical or related documentation; and, as applicable, those of each Party’s affiliated entities including skilled nursing facilities; whether or not patentable or entitled to copyright, trademark, trade name, service mark, or service name protection are valuable, special and unique assets of each Party’s or its affiliated entities, its businesses and professional practices, which collectively constitute its proprietary information (“Proprietary Information”).

B. Each Party’s Proprietary Information is confidential, and the other Party agrees on behalf of itself and it’s Authorized Persons, employees, officers, directors, contractors, agents, affiliates or other person or entity under its control, including any physician, physician extender and any other healthcare provider providing services under this Terms of Service, and at all times thereafter, that it will maintain the confidential nature of the other Party’s Proprietary Information, and will not use the other Party’s Proprietary Information other than in direct furtherance and performance of its obligations under this Terms of Service or disclose any of the other Party’s Proprietary Information to any person, form or entity whatsoever without the prior written consent of the disclosing Party. If either Party, it’s Authorized Persons, employees, officers, directors, contractors, agents, affiliates or other person or entity under its control, including any physician, physician extender and any other healthcare provider providing services under or in furtherance of this Terms of Service is served with a subpoena or Court Order pertaining to the other Party’s Proprietary Information, the Party receiving said Notice or Court Order agrees to notify the other Party immediately, in no event more than three calendar days after receipt of the Subpoena or Court Order. Each Party agrees to render all assistance necessary to prevent any unlawful or unauthorized disclosure of the other Party’s Proprietary Information. Except as required by law or as required by either Party’s legal, business or financial advisors, and then only with binding Confidentiality provisions, neither Party shall disclose the terms of this Terms of Service without the written consent of the other Party. Each Party shall make appropriate provisions in all employment contracts or subcontracts entered into, to the extent necessary, pursuant to the obligations under this Terms of Service to protect the Proprietary Information of the other Party as provided in this Section.

 

X. REPRESENTATIONS AND WARRANTIES

A. Each Party represents and warrants to the other that it has full power and authority to enter into this Terms of Service, and that the execution and the performance of its obligations hereunder, will not constitute a breach or default of such Party or otherwise violate any agreement to which such Party is bound.

B. Each Party represents and warrants that it shall comply with all laws, statutes, ordinances, rules, and regulations, whether federal, state, and/or local (including Medicare, Medicaid, or third party payors, including managed care payors and insurers) which may apply to its obligations under the terms of this Terms of Service. .

C. Each Party represents and warrants that its collection, access, use, storage, disposal and disclosure of Personal Information does and will comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations and directives.

D. As applicable, each Party represents and warrants that any physician or physician extender retained to perform services under this Terms of Service (i) is currently licensed without restriction or suspension in the state in which he or she practices and provides physician or physician extender services; and, (2) shall maintain eligibility to participate as a physician, physician extender, or other healthcare practitioner in the Medicare and Medicaid programs, and to participate as a physician, physician extender, or other healthcare practitioner with any other third party payors, including managed care payors and insurers. Upon reasonable request by one Party, the other Party agrees to provide documentation of physician and physician extender licensure. If the license of any physician or physician extender providing services under this Terms of Service is revoked or suspended, the affected Party shall immediately notify the non-affected Party.

E. As applicable, each Party represents and warrants that it or any personnel furnished to provide services or otherwise discharge obligations pursuant to this Terms of Service are not on the Office of Inspector General’s (hereinafter “OIG”) List of Excluded Individuals/Entities (“LEIE”) and therefore excluded from participation in Medicare, Medicaid and all other Federal healthcare programs. If at any time while this Terms of Service are in effect between Company and OverSightMD, personnel from either Party furnished to provide services or discharge obligations pursuant to this Terms of Service appear on the LEIE, the affected Party agrees to notify the non-affected Party immediately. Each Party acknowledges and agrees that no healthcare provider, physician or physician-extender whose name appears on the LEIE may directly or through an owned and operated company provide any services.

F. Each Party represents and warrants that it shall pay all of its own compensation, benefits, payroll taxes, and workers’ compensation insurance coverage expenses, if any, furnished to any of its personnel as either employees or independent contractors.

G. Company represents and warrants that any Patients that are under the medical care of Company will at no time be under the medical care of OverSightMD, its owners, officers, directors, physicians, physician extenders, employees, contractors or agents. OverSightMD does not provide medical services of any kind. User acknowledges and agrees that by using or accessing the OverSightMD Service that he/she is not at any time under the medical care of OverSightMD. Furthermore, Company, or User as applicable, acknowledges and agrees that the Services provided by OverSightMD are for informational purposes only and at no time will OverSightMD be expected to or be considered to have provided medical advice or a diagnosis of User or Company’s Patients if applicable.

H. Company, and User as applicable, acknowledges and agrees that the Software is subject to U.S. export laws and may be subject to import and use laws of the country where it is delivered or used. Company represents and warrants that it will abide by these laws. Under these laws, the Software may not be sold, leased, downloaded, moved, exported, re-exported, or transferred across borders without a license, or approval from the relevant government authority, to any country or to any foreign national restricted by these laws, including countries embargoed by the U.S. Government (currently Crimea Region of Ukraine, Cuba, Iran, Iraq, North Korea, Northern Sudan and Syria); or to any restricted or denied end-user including, but not limited to, any person or entity prohibited by the U.S. Office of Foreign Assets Control; or for any restricted end-user.

XI. INDEMNIFICATION. Each Party agrees to defend, indemnify and hold the other Party harmless from any and all liabilities, losses, costs, citations, damages, obligations, claims, settlements, payments, awards, judgments, fines, interest, charges, and expenses, including reasonable attorneys’ fees and costs, disbursements, damages, or deficiencies, or other charges incurred or required to be paid due to any claim arising out of or resulting from: (i) any failure by either Party or its Authorized Persons, including any contractors or agents to perform their obligations as set forth under this Terms of Service or Pricing Amendment; (ii) any failure of either Party or its Authorized Persons, including its contractors or agents to perform their obligations herein in accordance with all applicable requirements of federal, state or local laws, rules and regulations; (iii) any non-cured breach of this Terms of Service or Pricing Amendment.

XII. DISCLAIMER.

OTHER THAN THE REPRESENTATIONS AND WARRANTIES HEREIN, THE OVERSIGHTMD SOFTWARE AND SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. OVERSIGHTMD DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. OVERSIGHTMD DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR SERVICE PROVIDED HEREUNDER WILL MEET ANY OF COMPANY’S REQUIREMENTS OR THAT USE OF SUCH LICENSED SOFTWARE OR SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND COMPANY MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED AND ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

XIII. LIMITATION OF LIABILITY.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES OR ANY LOSS OR INTERRUPTION OF USE, DATA, BUSINESS OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN ANY CASE, THE AGGREGATE LIABILITY OF OVERSIGHTMD FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED $100,000.00 OR THE FEES THAT COMPANY HAS PAID OVERSIGHTMD IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING SUCH CLAIM(S) WHICHEVER IS LESS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. This Limitation of Liability set forth in this section will not apply to: (a) a Party’s breach of confidentiality, including under Section IX; (b) a Party’s infringement or misappropriation of the other Party’s intellectual property rights, including without limitation, breaches under Section I, V.C.; or (c) either Party’s indemnification obligations pursuant to Section XI.

XIV. MISCELLANEOUS

A. Headings. The headings of the Sections of this Terms of Service are intended for convenience only, and will not affect the intent scope, or meaning of any provisions herein.

B. Non-Discrimination. The parties agree that they shall not discriminate on account of race, sex, color, religion, age, national origin, or handicap. Both parties agree to comply with Titles VI and VII of the Civil Rights Act of 1964, as amended, the Rehabilitation Act of 1973 and all other federal and state laws and applicable regulations.

C. Independent Contractor. Nothing in this Terms of Service creates an employment agreement, agency, partnership or joint venture between the Parties. It is mutually understood and agreed that each Party is at all times acting and performing the duties and functions identified in this Terms of Service as an independent contractor.

D. Mutual Non-Solicitation. Neither Party will solicit the engagement and/or employment of the services of any of the employees and/or contractors of the other Party (either directly or through agents), without written permission of the other Party, while this Terms of Service are in effect between Company and OverSightMD and any extension thereof and continuing for a period of one (1) year following its expiration or termination.

E. Assignability. Neither Company nor any User may assign this Terms of Service without the written consent of OverSightMD.

F. Modification and Amendment. OverSightMD may modify this Terms of Service, and any Exhibits attached hereto, from time-to-time, by providing written notice, an email will be deemed sufficient, to a registered Company or User.

G. Waiver. A waiver by OverSightMD of a breach of any provision of this Terms of Service must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach by the Company.

H. Notices. Any notice, demand or request required or permitted to be given under this Terms of Service shall be in writing and delivered personally or by certified or registered mail, return receipt requested, or by overnight delivery or by electronic mail to the following addresses:

To OverSightMD, Inc.:
OverSightMD Inc.
ATTN: General Counsel
1525 McCarthy Blvd, Suite 1000
Milpitas, CA 95035
Email: generalcounsel@oversightmd.com

To Company:
To the attention of the main contact and at the location specified during the registration process.

Any notice shall be deemed given if hand delivered or if sent by overnight courier, as of the next business day; or if mailed first class by US Post on the third calendar day after mailing, or if sent by email, the following business day provided that the sender did not receive an automated message reply (e.g., out of office).

I. Force Majeure. Neither party shall be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal acts of third parties, and any payment date or delivery of service date shall be extended to the extent of any delay resulting from any force majeure event.

J. Governing Law and Jurisdiction. All claims arising out of or relating to this Terms of Service shall be construed by, and in accordance with, the laws of the State of California and any state claim arising under this Terms of Service shall be brought in the Superior Court of California, in the County of Santa Clara and any federal claim shall be brought in the United States Federal District Court for the Northern District of California, and each Party consents to the jurisdiction of any such court and to the service of process by registered or certified mail, return receipt requested.

K. Arbitration. The Parties agree to submit any claim or dispute arising out of the terms of this Terms of Service to private, confidential and binding arbitration by a single neutral arbitrator in Santa Clara County, California. Subject to the terms of this section, the arbitration proceedings shall be governed by the Rules of the American Arbitration Association. The arbitrator shall be appointed by agreement of the parties hereto or, if no agreement can be reached, by the American Arbitration Association pursuant to its Rules. The decision of the arbitrator shall be final and binding on all parties to this Terms of Service, and judgment thereon may be entered in any court having jurisdiction. The non-prevailing Party shall pay all reasonable costs and fees of the arbitration proceeding, including attorney’s fees and witness expenses, incurred by the prevailing Party. This arbitration procedure is intended to be the exclusive method of resolving any claim for breach of this Terms of Service.

L. Severability. If any term, covenant or condition of this Terms of Service is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

M. Entire Agreement. This Terms of Service along with the Pricing Amendment, as applicable, supersedes all prior agreements between the Parties with respect to its subject matter and constitutes the exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.

Effective as of May 5, 2020.


 

Exhibit A

 
Software Description

OverSightMD is a patient driven care management software as a service that empowers non-affiliated hospitals,  post-acute providers, in-home care companies to function as a unified healthcare delivery system, reduce hospital readmissions, and improve client outcomes.

Through the OverSightMD software and PushButton Care support services, we provide users with continuous client population management, facilitate a seamless exchange of relevant data that enables providers to deliver timely, proactive care, and achieve their efficiency and quality metric goals, and access to dashboards, analytics, and client tracking tools.
A more detailed Software and Services description is available at http://www.oversightmd.com and https://pushbutton.care/

 

Exhibit B

OverSightMD Services Description

Service List

Features Applicable to the Following Services

  • Provide an online record for each individual (employee/patient/client) added to the Service that is used for storing all updates collected by OverSightMD, or self-reported by the covered individual, as applicable, via a web application form, automated IVR calls, and phone calls ( with the PushButton  Care support team.
  • Provide a population dashboard that will display vitals, symptoms and other health information. 
  • OverSightMD will conduct follow up calls (personal & automated) to request additional information from patients & clients.
  • Provide a risk analysis for each patient/client receiving the Service.
  • As and when authorized, OverSightMD can share dashboard & data access with third-party care providers approved by the Company and with employee/patient/client consent.
  • OverSightMD will provide an online training guide and review session with the training recipient (i.e., professional caregiver, family caregiver), etc.) based on the Services contracted and as applicable.

 

Service

Service Description

Employee Wellness Screening

  • Provide a web application form for employees to self-report vital signs.
  • Provide a web application form for employees to self-report symptoms and changes in condition.
  • Provide a web application form for employees to self-report health concerns.

Basic TeleCare Support

Care Navigator Support

  • Provide a web application form for patients/clients to self-report vital signs.
  • Provide a web application form for patients/clients to self-report symptoms and changes in condition.
  • Provide a web application form for patients/clients to self-report health concerns.
  • Provide care coordination support to patients/clients needing primary care visits as needed*

* Counts towards a total of 2 Care Navigator tasks allowed per month for Basic TeleCare Support service. $20 for additional tasks

Vital Signs & Symptoms Tracking

  • Service recipient will have access to the PushButton Care™ TeleCare app on a mobile phone, tablet or computer. Internet required, not supplied by OverSightMD.
  • Service recipient self-reports blood pressure, pulse, weight, oxygen level and health-related symptoms and notes regarding changes in condition using the online PushButton Care™ TeleCare web application.  For this package Service recipient must bring their own device(s).

OverSightMD platform tracks Service recipient provided data, analyzes the data and takes action pursuant to predefined protocols

Premium TeleCare Support

Care Navigator Support

  • Service recipient activated support by calling on the phone or request support through the PushButton Care™ TeleCare web app using a phone, tablet, or computer. Internet access is required.
  • Schedule visits with your primary care physician or specialists*
  • Coordinate transportation, meal services, home maintenance, and other services* (this is a nationwide service)
  • Recommend hospitals, skilled nursing facilities, home health care, and in-home care services, while at home or traveling* (this is a nationwide service)
  • Provide local activities information and reminders, when requested.
  • Recommend local service providers for home maintenance, home cleaning, transportation and other senior support services when requested.
  • Provide quality reports on local skilled nursing facilities, home health agencies, and in-home care companies, when requested and when data is available by the Local, State and Federal authorities.     

* Counts towards a total of 3 Care Navigator tasks allowed per month for Premium TeleCare Support service. $20 for additional tasks

Health & Wellness Tools

Vital Signs & Symptoms Tracking Service

  • Service recipient will have access to the PushButton Care™ TeleCare app on a mobile phone, tablet or computer. Internet required, not supplied by OverSightMD.
  • Service recipient self-reports blood pressure, pulse, weight, oxygen level and health-related symptoms and notes regarding changes in condition using the online PushButton Care™ TeleCare web application.  For this package Service recipient must bring their own device(s).
  • OverSightMD platform tracks Service recipient provided data, analyzes the data and takes action pursuant to predefined protocols.

   Family Dashboard within the Personal Health Record

  • Service recipient can authorize family members to access the Personal Health Record using a compatible web browser on a computer, tablet or mobile phone, internet required.
  • Service recipient authorized family members may add, edit and view medical history, past hospitalizations, allergies, current medications, and social and mental health history using a compatible web browser on a computer, tablet or mobile phone, internet required.
  • Service recipient vital signs data is graphed to show baselines and identify trends.

   Health & Wellness Guide

  • OverSightMD may provide online health and wellness shared through an online guide.
  • OverSightMD may provide access to up-to-date health and wellness topics.

   Preventative Care Reminder Services

  • Based on information supplied by Service recipient, OverSightMD will provide yearly reminders for preventative care (i.e., exams, labs & radiology if the client has provided necessary data in the PHR)
  • Based on information supplied by Service recipient, OverSightMD will provide Service recipient or authorized contact with follow-up appointments with a primary care physician or specialist.
  • Based on information supplied by Service recipient, OverSightMD will provide reminders to Service recipient when requested to stay active with local activities calendar and schedule
  • OverSightMD may provide access a healthy eating guide for older adults, when applicable.

                  Home Safety Checklist

  • When requested, OverSightMD will provide a home Safety Checklist and home safety product recommendations.

Mobile Support Pendant
The mobile support pendant is the Service recipient’s direct link to emergency responders.  The mobile support pendant is provided as part of the Service and must be returned to OverSightMD upon the termination of Service.  The mobile support pendant service includes:

  • Automatic Fall Detection included**.
  • Easy one-button access to emergency help.
  • Two-way communication integrated loudspeaker and microphone.
  • GPS and Location Based Services (LBS) Technology*.
  • Works on the AT&T network†.
  • Around the neck pendant or wristband can be worn in the shower or bath.
  • No personal cell phone or landline required.
  • Battery life up to 5 days depending on the activity.
  • INCLUDES REPLACEMENT WARRANTY
  • Disclaimer:
    • *Location accuracy may vary depending on environmental conditions.
    • ** Fall detection feature does not detect 100% of falls. If able, users should always press their button when they need help.
    • † Cellular signal may vary based upon your local service.

Family Caregiver TeleCare Support

Care Navigator Support

  • Service recipient may activate non-emergency support calling the PushButton Care support line or by submitting a request through the PushButton Care TeleCare app using a phone, tablet, or computer. . Internet required, not supplied by OverSightMD.
  • Care Navigators can help a Service recipient with:
    • Schedule visits with a primary care physician or specialists*.
    • Coordinate transportation, meal services, home maintenance and other services* (this is a nationwide service).
    • Recommend hospitals, skilled nursing facilities, home health care and in-home care services, while at home or travelling* (this is a nationwide service).
    • Provide local senior services directory information and year-round activities reminders when information is available.
    • Recommend local service providers for home maintenance, home cleaning, transportation and other senior support services.
    • Provide quality reports on local skilled nursing facilities, home health agencies and in-home care companies.

* Counts towards a total of 5 Care Navigator tasks allowed per month for Family Caregiver TeleCare Support service. $20 for additional tasks
Caregiver Assistant Support

  • OverSightMD provides the following:
    • An Aging in Place Assessment with yearly advisor consultation for a personalized Aging in Place Plan.
    • Monthly, quarterly, and yearly home maintenance tracking & authorized local service provider recommendations when available. 
    • Home safety checklist and recommendations for safer Activities of Daily Living (ADLs).
    • Aging in Place home safety and smart home product recommendations when requested.
    • Seasonal emergency preparedness checklist when requested, routine reminders & wellness check-ins for local emergencies.

Health & Wellness Tools
Vital Signs & Symptoms Tracking Service

  • Service recipient will have access to PushButton Care™ TeleCare app on a mobile phone, tablet or computer. Internet required, not supplied by OverSightMD.
  • Service recipient self-reports blood pressure, pulse, weight, oxygen level and health-related symptoms and notes regarding changes in condition using the online PushButton Care™ web application.  For this package Service recipient must bring their own device(s).
  • OverSightMD platform tracks Service recipient provided data, analyzes the data and takes action pursuant to predefined protocols.

   Family Dashboard within the Personal Health Record

  • Service recipient can authorize family members to access the Personal Health Record using a compatible web browser on a computer, tablet or mobile phone, internet required
  • Service recipient authorized family members may add, edit and view medical history, past hospitalizations, allergies, current medications, and social and mental health history using a compatible web browser on a computer, tablet or mobile phone. Internet required, not supplied by OverSightMD.
  • Service recipient vital signs data is graphed to show baselines and identify trends.

   Health & Wellness Guide

    • OverSightMD may provide online health and wellness shared through an online guide.
    • OverSightMD may provide access to up-to-date health and wellness topics.

   Preventative Care Reminder Services

    • Based on information supplied by Service recipient, OverSightMD will provide yearly reminders for preventative care (i.e., exams, labs & radiology if the client has provided necessary data in the PHR)
    • Based on information supplied by Service recipient, OverSightMD will provide Service recipient or authorized contact with follow-up appointments with a primary care physician or specialist
    • Based on information supplied by Service recipient, OverSightMD will provide reminders to Service recipient when requested to stay active with local activities calendar and schedule
    • OverSightMD may provide access a healthy eating guide for older adults, when applicable.

   Home Safety Checklist

    • When requested, OverSightMD will provide a home Safety Checklist and home safety product recommendations.

 

Mobile Support Pendant
The mobile support pendant is your direct link to emergency responders.  The mobile support pendant is provided as part of the Service and must be returned to OverSightMD upon the termination of Service.

  • Automatic Fall Detection included**
  • Easy one-button access to emergency help
  • Two-way communication including integrated loud speaker and microphone
  • GPS and Location Based Services (LBS) Technology*
  • Works on the AT&T network †
  • Around the neck pendant or wristband can be worn in the shower or bath
  • No personal cellular phone or landline required
  • Battery life up to 5 days depending on activity
  • INCLUDES REPLACEMENT WARRANTY

 

TeleCare Wellness Monitoring

Wellness Nurse Review
OverSightMD will provide an ongoing monitoring of Service recipient’s self-reported data and contact the Service recipient in the event there are changes in condition as follows:

  • Monthly health review with a nurse to discuss vitals (BP, temp, pulse), changes in condition and other concerns
  • Discussion about any daily living needs that are not being adequately met when requested
  • Personalized preventive care review based on current & past medical history client has entered into the PushButton Care™ system when available
  • Care coordination and oversight of post-hospital stay when PushButton Care is notified of hospital stay.
  • Notification to primary point of contact(s) during an emergency situation when PushButton Care is notified about emergency situation.
  • Information about local service providers to plan transition and discharge from hospital or post-acute facility when requested.
  • Coordination of Durable Medical Equipment (DME) delivery and problem resolution if necessary when requested.
  • Provide discharge planning checklist to ensure care transition is well organized and supports quality outcomes when notified of hospital or skilled nursing facility stay prior to discharge.

Health & Wellness Tools
Vital Signs & Symptoms Tracking Service

  • Service recipient will have access to PushButton Care™ TeleCare app on a mobile phone, tablet or computer. Internet required, not supplied by OverSightMD.
  • Service recipient self-reports blood pressure, pulse, weight, oxygen level and health-related symptoms and notes regarding changes in condition using the online PushButton Care™ web application.  For this package, Service recipient must bring their own device(s).
  • OverSightMD platform tracks Service recipient provided data, analyzes the data and takes action pursuant to predefined protocols.

   Family Dashboard within the Personal Health Record

  • Service recipient can authorize family members to access the Personal Health Record using a compatible web browser on a computer, tablet or mobile phone, internet required.
  • Service recipient authorized family members may add, edit and view medical history, past hospitalizations, allergies, current medications, and social and mental health history using a compatible web browser on a computer, tablet or mobile phone, internet required.
  • Service recipient vital signs data is graphed to show baselines and identify trends.

   Health & Wellness Guide

  • OverSightMD may provide online health and wellness shared through an online guide.
  • OverSightMD may provide access to up-to-date health and wellness topics.

   Preventative Care Reminder Services

  • Based on information supplied by Service recipient, OverSightMD will provide yearly reminders for preventative care (i.e., exams, labs & radiology if the client has provided necessary data in the PHR)
  • Based on information supplied by Service recipient, OverSightMD will provide Service recipient or authorized contact with follow-up appointments with a primary care physician or specialist
  • Based on information supplied by Service recipient, OverSightMD will provide reminders to Service recipient when requested to stay active with local activities calendar and schedule
  • OverSightMD may provide access to a healthy eating guide for older adults, when applicable.

   Home Safety Checklist

  • When requested, OverSightMD will provide a home Safety Checklist and home safety product recommendations.

Remote Wellness Monitoring Devices – Due to Covid-19 pandemic some monitoring may not be available during the contracted term of service pursuant to this Agreement, OverSightMD may provide remote wellness monitoring devices that are provided as part of the Chronic Care Wellness Support Service.  The wellness monitoring devices are provided as part of the Service only and must be returned to OverSightMD when the Service is terminated.  Some monitoring devices have direct Bluetooth links to the cellular communication hub that is included in the kit allowing health vitals to be automatically uploaded into the PushButton Care™ platform and individual registered user account and personal health record. The cellular communication hub that transmits these vitals can also be used as a 24/7 emergency help button.  All Remote Wellness Monitoring Devices remain the property of OverSightMD and must be returned to OverSightMD at the conclusion of the provision of Services.
Chronic Care Wellness Support Kit

    • Communication Hub with Medical Alert (the “Hub”) (remains the property of OverSightMD and must be returned upon the termination of the Agreement)

            Wellness Monitoring Devices may include:

    • Bluetooth Blood Pressure Cuff
    • Bluetooth Pulse Oximeter (As of 03/28 Limited quantities on hand until Fall 2020 due to Covid-19 pandemic, Call for Availability)
    • Bluetooth Weight Scale (one of the following depending on weight)
      • Standard Weight Scale OR
      • Large Capacity Weight Scale
    • BioSticker™ -30 Day Continuous Monitoring
    • BioButton™ – 90 Day Continuous Monitoring

PushButton Care™ clients receive Wellness Nurses support whether they (1)  using the PushButton Care Bluetooth kit (Communication Hub with Medical Alert plus Bluetooth Monitoring Devices or (2) are using their own equipment to self-report health vitals through the PushButton Care™ TeleCare app. BioSticker and BioButton are registered trademarks of BioIntelliSense Inc.
After licensing the PushButton Care™ Chronic Care Wellness Support, our team will contact you to discuss your needs and design a customized kit based on your individual care needs.

 

 

Exhibit C
Optional Services
None.

 

Exhibit D
Census

Minimum participation of 10 (ten) clients or employees per month (the “Baseline”) across any individual Service or a combination thereof. The Company will be billed for additional clients or employees exceeding the Baseline each month.

The initial Census, which will include any employees and/or clients that will be monitored as of the Effective Date of this Agreement, shall serve the basis for the first month’s billing if it is greater than the Baseline.

The initial payment is due upon signing of this Agreement.

 

Exhibit E
Pricing & Billing Specifics
Setup Fees

Service

One Time Setup Fee Per Individual / Service, As Applicable

Platform Setup Fee

$250.00 One-time per Company or if for multiple locations, per each location

Employee Wellness Screening

$10.00 Per Individual

Basic TeleCare Support

$10.00 Per Individual

Premium TeleCare Support

$25.00 Per Individual

TeleCare Wellness Monitoring

$25.00 Per Individual

Family Caregiver Support

$25.00 Per Individual & Family Caregiver

 

Monthly Service Fees

Service

Monthly Fee Per Individual

Employee Wellness Screening – COVID-19

$29.95

Basic TeleCare Support

$49.95

Premium TeleCare Support

$69.95

TeleCare Wellness Monitoring

$124.95

Family Caregiver Support

$199.95


 

Remote Monitoring
Services Specification

Remote Monitoring of specified individuals / Users include:

• Conduct initial wellness assessment of a specified individual(s)
• Complete risk assessments of specified individual(s) based on clinical, social and care needs when data is available.
• Referring company access to monitoring dashboard when required and approved by specified individuals / Users.
• Share access to licensed medical practitioner monitoring dashboard
• Access to OverSightMD records for specified individuals / Users, if authorized, including current and historical vitals, symptoms, wellness assessments, and care coordination / advocacy notes.
• Confirm Primary Care Physician (PCP) visits / appointment scheduled / occurred when data is available.
• Based on risk analysis, set routine wellness checks when data is available
• Data review and alerts to support care coordination, when applicable, to provide real-time communications.
• Ancillary service provider (i.e., lab screening ) tracking and analytics, as available to enhance clinical outcomes when data is available.
• Vital signs tracking and analysis, if and when data is available
• Wellness education (e.g., related to current health needs) and care plan reminders when needed.
• Care coordination support with hand off tracking in OverSightMD software when applicable and all parties are actively using the OverSightMD software.
• Provide updates to primary care physicians.
• Follow-up wellness check after physician appointment if OverSightMD is notified of physician appointment.
• Scheduling support with a primary care physician upon request by a specified individual / User.


 

Remote Patient Monitoring
Services Specification

Remote Patient Monitoring services for Licensed Medical Practitioners, Hospitals and Post-Acute Providers include:

• Patient risk stratification when data is available
• Patient risk analysis based on clinical, social and care needs when data is available
• Referring-hospital, SNF or Home Health Agency access to Patient monitoring dashboard
• Licensed medical practitioner access to Patient monitoring dashboard
• Access to patient’s individual OverSightMD record including current and historical vitals, symptoms, wellness assessments, and care coordination / Patient advocacy notes.
• Confirm Primary Care Physician (PCP) transitional care visit / appointment scheduled when data is available
• As applicable, support and confirm discharge activities such as ensuring social services has secured a PCP for patient, confirm discharge planner has readied home health care orders, confirm durable medical equipment is ordered and/or provided, confirm medication reconciliation is completed
• Conduct initial Patient wellness assessment and Patient satisfaction survey if required
• Ensure transitional care logistics such as ensuring visit with PCP is calendared and confirm Patient has transportation when data is available (scheduled by hospital or SNF social services if necessary)
• Based on risk analysis, set Patient routine wellness checks when data is available
• Patient progress tracking and reporting of findings will be documented in OverSightMD software
• Remote Patient data review and alerts to support care coordination, when applicable, to provide real-time clinical communications
• Ancillary service provider (i.e., home health care provider) tracking and point of care analytics, as available to enhance clinical outcomes when data is available
• Patient vital signs tracking and analysis, as and when data is available, and subject to Patient compliance
• Patient education (e.g., related to primary diagnosis) and care plan reminders when needed
• Patient satisfaction and resolution tracking when data is available
• Emergency room visit and readmission survey when data is available
• Patient care coordination and Patient advocacy support with hand off tracking in OverSightMD software when applicable and all parties are actively using the OverSightMD software.
• Patient updates to primary care physician, hospital, & post-acute providers when data is available
• Follow-up wellness check with Patient after physician appointment if OverSightMD is notified of physician appointment.
• Patient scheduling support with primary care physician upon request by patient
• Patient population monthly and historical vitals heatmap report available in OverSightMD software.
• Patient monthly status report including alerts and follow up tasks available in OverSightMD software


 

AfterCare
Services Specification

AfterCare services include:
Patient Onboarding to OverSightMD at Time of Post Acute / Skilled Nursing Facility (SNF) Admission
• Patient risk stratification
• Patient risk analysis to SNF based on clinical, social and care needs
• SNF access to risk dashboard
• Referring-hospital access to patient tracking dashboard
Patient Pre-Discharge from SNF
• Confirm Primary Care Physician (PCP) transitional care visit / appointment scheduled
• As applicable, support and confirm discharge activities such as ensuring social services has secured a PCP for patient, confirm discharge planner has readied home health care orders, confirm durable medical equipment is ordered and/or provided, confirm medication reconciliation is completed
Patient Post Discharge / AfterCare Services
• SNF access to oversight dashboard
• Conduct initial patient wellness assessment, patient satisfaction survey and discharge care plan review
• Ensure transitional care logistics such as ensuring visit with PCP is calendared and confirm patient has transportation (scheduled by SNF social services if necessary)
• Based on risk analysis, set patient routine wellness checks
• Patient progress tracking and reporting of findings in to care team
• Remote patient data review and care team alerts, when applicable, to provide real-time clinical communications
• Ancillary service provider (i.e., home health care provider) tracking and point of care analytics, as available to enhance clinical outcomes
• Patient vital sign tracking and analysis, as and when available
• Patient education (e.g., related to primary diagnosis) and care plan reminders
• Patient satisfaction and resolution tracking
• Emergency room visit and readmission survey, as applicable
• Patient aftercare care coordination and patient advocacy support
Throughout Continuum of Care
• As needed, patient updates to primary care physician, care team, and skilled nursing facility
• Patient scheduling support with primary care physician


 

Skilled Nursing Connect (f/k/a Insight Care)
Services Specification

Skilled Nursing Connect services include:
InSightCare is a continuum of care service that allows skilled nursing facilities to provide hospitals with real-time Patient information, key tracking metrics, and analytics.

At the time of admission to the Skilled Nursing Facility, Patient Onboarding to OverSightMD, services include:
• Referring-hospital access to Patient tracking dashboard

During the stay at the Skilled Nursing Facility, service include:
• Patient admission tracking when data is available
• Patient vital sign tracking and analytics when data is available
• Patient symptoms and changes in condition when data is available
• Stat Lab turnaround tracking and analytics (if data is provided)
• Pain level tracking
• Discharge tracking including discharge date, PCP appointment, home health agency if applicable, responsible party, caregiver, DME orders, medication orders (if data is provided)
• Patient care coordination and Patient advocacy support provided upon request by patient


 

Patient Monitoring Dashboard
Services Specification

Patient Dashboard access includes:
• Patient progress tracking and reporting of findings when data is available
• Remote Patient monitoring data review and alerts, when data is available, to provide real-time clinical communications


 

Connected Dental Care
Services Specification

• Provide a web application form for Patients to self-report dental concerns, pain, and ongoing problems.
• Provide a web application form for Patients to self-report health symptoms and changes in condition prior to a dental appointment. COVID-19 screening questions included.
• Provide a web application form for Patients to self-report health concerns prior to a dental appointment.
• Text messaging capabilities included for appointment reminders and healthcare alerts.
• Provide an online record for each individual (employee/patient/client) added to the Service that is used for storing all updates collected by OverSightMD, or self-reported by the covered individual, as applicable, via a web application form, automated IVR calls, and phone calls ( with the PushButton Care support team.
• Provide a population dashboard that will display vitals, symptoms and other health information.
• As and when authorized, OverSightMD can share dashboard & data access with third-party care providers approved by the Company and with employee/patient/client consent.


 

EXHIBIT B

Required Company Data
Admissions Data

 

For Remote Patient Monitoring and Skilled Nursing Connect (f/k/a InSightCare) services, for each Patient on-boarded, Company shall provide the following data directly into the OverSightMD Software, and/or via daily FTP delivery and/or via automated digital access through an API:

Mandatory Data Fields:
• Patient Name
• Phone Number (for resident or responsible party)
• Gender
• Date of Birth
• Diagnosis
• Facility Name
• Admit Date to Facility
• Discharge Date from Hospital if Different from Admit Date to SNF

Best Practices / Recommended Data Fields:
• Marital Status
• Language
• Primary Care Physician
• Is Responsible for Self
• Preferred Name

Suggested Data Fields:
• Patient Address (where likely discharging to)
• Admitted from
• Last Qualifying Hospital Stay
• Additional family caregiver names and contact information
• Additional family contact information


 


Discharge Data

 

For Remote Patient Monitoring and Skilled Nursing Connect (f/k/a InSightCare), for each Patient on-boarded or to be discharged, Company shall provide the following data directly into the OverSightMD Software, and/or via daily electronic file transfer and/or via automated digital access through an API:

Pre-Discharge
Mandatory Data Fields (No later than 72 hours prior to discharge)
• Planned Pending Discharge Date
• Responsible Party if not the Patient (and contact info)
• Home Health Provider
• PCP / Contact Information / Appointment Date & Time for 1st Follow Up
At-Discharge
Mandatory Data Fields (At time of discharge)
• Discharge Date
• Discharged To
• Home Health for PT / OT / RN or provider for outpatient or designation of none
• PCP for Follow Up
• Progress notes
• Vitals
• Orders
• Allergies
Best Practices / Recommended Data Fields
• Current DME at home
• DME Orders including company name, local office phone number, products ordered and whether Patient has been trained on equipment or not.
• Schedule of any planned surgeries during the episode period
• PT / OT Evaluation long form completed once during stay
• Primary & Secondary Transportation for Patient (i.e. 1st daughter , 2nd XYZ Med Transport)
• Preferred Pharmacy
• Medical History (other diagnosis aside from primary and admitting)
Suggested Data Fields
• Caregiver contacts
• Last ADL related scores – Tinetti / Barthel
• Last Nutrition assessment – current diet
• Preferred Urgent Care Facility (could be done on a facility basis / Patients address)

 


Company Credentialed Access

Company shall provide OverSightMD with a minimum of 3 credentialed (username and password) logins to Company Electronic Healthcare Record, Patient data management software and any operations and back-of-house software. Additional access credentials may be required, due to increased/changed operations, additional/modified services, and Company will provide access upon written request by OverSightMD, email requests deemed sufficient.

 

Company API Access

If and when available, Company shall provide OverSightMD, for each API, with a minimum of three (3) API authenticated keys/tokens with read/write access to relevant Company API(s) as soon as possible, and specifically to Electronic Healthcare Record, Patient data management software and any operations and back-of-house software.

 

Additional Features and Reports

All feature requests and reports not outlined in this agreement will be considered on a case by case basis. OverSightMD will review project requests and provide an estimated timeline for completion and a project proposal based on time and materials.