Terms & Conditions

Eldridge Enterprise Soloutions (EES) is in the business of providing web-based management software to automate the medical function of eligibility, referrals, appointment scheduling, registration, patient accounting, medical record keeping, insurance billing, and electronic claims submissions.

These are the terms and conditions agreed upon by the parties when purchasing the aforementioned services.

1. Definitions. As used in this agreement, the following terms shall have the meanings set forth below:
   1. Practice means the group or single entity of practicing chiropractors or other healthcare providers entering into this agreement.
   2. Services means the EES web-base programs provided for the management of clinics, offices and practices.
   3. Products means the software provided by EES.
2. Ownership.
   1. The Products and Services are and shall remain at all times the property of EES. The Practice acknowledges that it shall not acquire any rights of ownership of EES products or services. The Practice shall not modify their services, disassemble, decompile or otherwise attempt to reverse engineer any portion or component of the Services or otherwise attempt to derive or obtain any source code, structure, algorithms, process technique, technology, know-how, or ideas underlying or contained in the services.
3. Pricing.
   1. Initial Price. None.
      
   2. Maintenance. The Practice agrees to pay in full the amount of $49, $99, $199 or $499 per month depending on the level of the clinic starting on the 1st day of the second month following the initiation of the purchase of the products and services.
   3. Refund. No refund will be given for billed service unless  agreed in writing by both parties.
4. Product Changes.
   1. EES is continually improving the product and design of both the services and products it produces. These improvements are rolled out to the Practice at no additional charge.
5. Security and HIPAA.
   1. Security. Each party will employ the security measures necessary to protect data and data transmissions between them. Each party will comply with all applicable privacy statutes and regulations, guidelines and health care industry customs concerning the treatment of Confidential health information.
   2. HIPAA. The Practice agrees to have a current HIPPA policy on file. The Practice also agrees to inform EES if any changes to their HIPAA policies. The Practice further agrees to safeguard its access, use and/or disclosure of protected health information from disclosure and misuse of any and all kinds as required by law including, without limitation HIPAA.
   3. EES or the Practice may terminate this agreement if it determines that a the Practice or EES has breached a material provision of this section.
6. Indemnification.
   1. Both parties agree to indemnify and hold each other harmless from any claims, suits, proceedings, losses, liabilities, damages, costs and expenses (inclusive of each other’s reasonable attorney’s fees) made against or incurred by either party as a result of (a) the others breach of this agreement, or (b) negligence, misrepresentation, error, or omission on the part of either party or a representative of the other party. Both parties shall be sole responsible for, and warranties, or representations made by the other party’s employees or agents which differ from the warranty provided by EES.
7. Warranty.
   1. The Services are being delivered to the Practice “As Is” and EES makes no representations or warranties relating to the Service including, without limitation, warranties that (a) the functions performed by the Services will meet the Practice’s requirements, (b) the operation of the Services will be uninterrupted or error free, or (c) all defects in the Services will be corrected. EES hereby disclaims all warranties, conditions and/or representations, whether express, implied, oral or written, including, without limitation, any and all implied warranties of merchantability, reasonable care, and/or fitness for a particular purpose (whether or not EES knows, or has reason to know, has been advised, or is otherwise in fact aware of any such purpose). No person is authorized to make any other warranty or representation concerning the performance of the services other than as provided herein.
8. Damages.
   1. Consequential Damages. In no event will EES be liable to the practice or any third party for any indirect, special or consequential damages, including without limitation any loss of income, loss of profits or loss of data, even if EES has been advised of the possibility of such damages, arising out of or in connection with the use of the products hereunder.
9. Force Majeure.
   1. Neither party shall be deemed to be in default of or have breached any Provision of this Agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, acts of civil or military authority, civil disturbance, war, strikes or other labor duties, fires, transportation contingencies, laws, regulations, acts or orders of any government agency or official thereof, other catastrophes or any other circumstances beyond the party’s reasonable control.
10. Assignment.
    1. Neither party may assign this Agreement or any of its rights, duties, or obligations under this Agreement to any third party without the other party’s prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign its rights and delegate its obligations under this Agreement with the consent of the other party to a purchaser of all or substantially all of its voting stock or capital assets or to an entity with which such party merges or is consolidated.
11. Acceptance.
    1. The acceptance of this agreement is made upon application by the Practice to obtain use of the services. Use of the Services and Products imply consent to this agreement
12. Term and Termination.
    1. Term. The term of this Agreement (“Term”) shall commence on the Practice’s application for Service and expire on the last day of the month which is one year from the month in which the Effective Date falls, subject, however, to (a) renewal, and (b) earlier termination, in each instance as provided herein.
    2. Renewal. The Term shall automatically be renewed for additional periods of one (1) year each unless either party provides written notice to the other party of its desire not to have the Term renew at least thirty (30) days before the expiration of the then-current Term.
    3. Termination. Either party may terminate this Agreement for any reason with thirty (30) days written notice to the other party. Either party shall have the right to terminate this Agreement immediately in the event the other party terminates its business, or becomes subject to any bankruptcy or insolvency proceeding under Federal or State statute, and such petition is not dismissed within sixty (60) days.