Provision and Purchase of Services.
(a) Webahn Inc., through its registered web site OvernightScribe.com, shall provide
to client, and client shall purchase, the transcription services and other mutually
agreed upon services (collectively, the "Services"), set forth through the online
registration process. For the remaining of this agreement, OvernightScribe.com will
represent Webahn Inc. and will be treated as one and the same entity. For each
instance of provisional services, OvernightScribe.com and the Client shall enter into
a specific service order form (each, a "Service Contract"), which shall set forth the
nature of services to be provided and other relevant terms and conditions, consistent
with the provisions of this agreement.
(b) The Client shall pay for the services as provided in the applicable service contract.
Without limiting the forgoing, Client shall be obligated to pay all one-time setup and
installation charges, any one-time or recurring charges for any third party services
and all sales and use taxes, as well as duties or levies, arising in connection with
the services. Charges shall be periodical, as determined by the appropriate order form,
and the payment shall be due upon receipt. Client will pay a late payment charge, equal
to 1.5% of the outstanding balance on any invoice or $10, which ever is greater,
remaining unpaid twenty five (25) days after the date appearing on invoice.
Term and Termination.
The term of this agreement commences on the date of the first online registration
process executed by the client and terminates upon the termination date of the last
service contract in effect between the parties. The initial term (the "Term") of
each service contract will be for a period of Twelve (12) months from the date of
commencement of service(s)(as defined in the applicable Service Contract), unless
otherwise agreed to, by both the parties.
Unless either party gives a notice in writing, at least thirty (30) days prior to
the end of the term of a Service Contract, the Term for such Service Contract will
be renewed automatically on a twelve (12) month basis at agreed terms, or at the
OvernightScribe.com list charges in effect for similar Service(s), until terms are
agreed to between the parties. This agreement may be terminated at any time by the
Client with a thirty (30) day prior written notice, and unless such termination
results from OvernightScribe.com's breach of this agreement, payment is required
by the Client of one hundred percent (100%) of the remainder of fees due on the
outstanding term of the agreement. A termination request will result in the
discontinuation of all Services, at the end of the thirty (30) day period under the
affected Service Contract, and in the discontinuation of access to and delivery of
all OvernightScribe.com support, associated with such Service(s). Should the Client
request OvernightScribe.com to continue providing any portion of such Service(s)
or OvernightScribe.com support, beyond the requested termination date, the Client
agrees to pay OvernightScribe.com for the said Service(s) and/or support at
OvernightScribe.com's prevailing daily and/or hourly rate(s). OvernightScribe.com may
discontinue service and terminate this agreement in the event the Client shall violate
any term hereof, including, but not limited to, the Client's failure to make any
payment when due, as provided in Section-1b and the violation by the Client of
any of its obligations contained in section 3. In the event that this agreement is
terminated, pursuant to the provisions of the preceding sentence, the Client shall
nevertheless, be obligated to pay, one hundred percent (100%) of the remainder of
fees, due on the outstanding term of this agreement or the renewal term of this
agreement then in effect.
Rights and Obligations of Clients.
Client shall be responsible for verifying the content for accuracy of the medical
transcriptions and understands fully that the documents provided as a part of this
service(s) is done by trained transcription professionals who are still susceptible
to make errors due to various factors such as English usage, grammar, diction, speech
patterns, colloquial terminology and the speaker's accent.
Client shall not use the Service(s) in any way that OvernightScribe.com determines
in its sole discretion is, or is reasonably likely to be harmful, either to its
customers, or operations or its reputation, including any activity of the Client or
Client's customers or authorized users, that restricts or inhibits other end-users
of OvernightScribe.com from using and enjoying OvernightScribe.com's Service(s).
Client shall not copy, upload, post, publish, transmit, reproduce or distribute in
any way, information or other material which is protected by a copyright or other
proprietary right, or derivative works with respect thereto, without obtaining
permission of the Copyright Owner or the Right holder.
Client shall not violate any individual's/Organization's right of privacy, right of
publicity or other common law rights.
Rights and Obligations of OvernightScribe.
OvernightScribe.com shall be responsible only for the operation and maintenance
of Service(s). Any interruption in Service(s) that is caused by the malfunction
or interruption of any physical Telecommunication Media or Facility will not be
deemed a breech of OvernightScribe.com's obligations under this agreement.
Confidentiality (Non-Disclosure) Policy.
OvernightScribe.com has no obligation to monitor the Service(s). Client agrees,
however, that OvernightScribe.com has the right to monitor the Service(s)
electronically from time to time and disclose any information as necessary, to
satisfy any law, regulation or other government or judicial request, to operate
the Service(s) properly, or to protect itself and/or its subscribers.
OvernightScribe.com cannot guarantee one hundred percent, the privacy of
any message; communication or other information transmitted, received or
accessed using the Service(s), but will make reasonable effort with available
technologies to maintain privacy. OvernightScribe.com will not intentionally
monitor or disclose any private information unless required by any law, regulation
or other governmental or judicial request.
Customer acknowledges and agrees that it bears responsibility to prevent
disclosure of OvernightScribe user identification names and passwords and in such
an event, OvernightScribe will have no liability to the customer or any third
party based upon unauthorized access to Dictated Medical Recordings, Transcribed
Medical Records and/or other information.
Indemnification.
Client will indemnify, save, hold harmless, and defend OvernightScribe.com, all
employees, officers, directors, and agents of OvernightScribe.com (collectively
"Indemnified Parties") from and against any and all claims, damages, losses,
liabilities, suits, actions, demands, proceedings (whether legal or administrative)
and expenses (including but not limited to reasonable attorney's fees incurred with
or without suit, in arbitration or mediation, on appeal or in a bankruptcy or similar
proceeding) (collectively, "Claims") threatened, asserted, or filed by a third party
against any of the indemnified parties to the extend that such third party claims
arise out of or relate to (i) the breech or alleged breech of its agreement by the
Client; (ii) any negligent or tortuous act or omission to act by the Client; or (iii)
any claim that data content delivered by the Client via the service(s) provided by
OvernightScribe.com under this agreement, constitutes and infringement of any
confidential information, trade secret, patent, copyright, trademark, trade name,
or other legal rights of any third party.
Limitation of Liability.
In no event, shall OvernightScribe.com be liable for any indirect, incidental, special
or consequential damages, or loss of profits, revenue, data or use, by the Client or
any third party, whether in an action in contract or tort or strict liability or other
legal theory, even if OvernightScribe.com has been advised of the possibility of such
damages. If the Client is dissatisfied with the Service(s) or with any terms, conditions,
rules, policies, guidelines or practices of OvernightScribe.com in operating the Service(s),
Client's sole and exclusive option is to terminate this agreement in accordance with
section 2, above, and discontinue using the Service(s). OvernightScribe.com's entire
liability on any claim or loss, damage or expense from any cause whatsoever, shall in
no event exceed sums actually paid to OvernightScribe.com by the Client, for the remaining
contract term specified in the Service Contract. OvernightScribe.com shall not be liable
for the failure or delay in performing its obligations hereunder, if such failure or delay
are due to circumstances beyond its reasonable control, including, without limitation,
acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike
or labor disturbance, interruption of or delay in transportation, or inability to obtain
raw materials, supplies or power used in, or the equipment needed for the provision of
Service(s) described in the Service Contract.
Data Content and Security.
Client acknowledges that even though data transmitted through OvernightScribe.com service
are secured using https (SSL) protocol (HIPPA Compliant), emails sent and received are not. Therefore, its
the Client's responsibility for the security of all data exchanged through electronic mails or facsimile (fax).
OvernightScribe.com is not liable for the content of any data transferred, either to or
from the Client, via the Service(s) provided by OvernightScribe.com, nor for any loss or
damages - personal, material or financial - suffered by Client as a direct consequence of
the Service(s) provided by OvernightScribe.com. OvernightScribe.com cannot and do not
guarantee or warrant that files available for downloading from this online site will be
free of infection by viruses or other destructive code that that can in turn affect or damage
your computer/network or data.
OvernightScribe's Privacy Policy
OvernightScribe.com make all reasonable effort to protect the personal and private
information transferred to us by the Client(s). A detailed description of
OvernightScribe.com's privacy policy and privacy information handling and enforcement
procedures is made public in OvernightScribe.com's website at all times.
User Representations
The Client represents and warrant that he/she possess the legal right and ability to
enter into this Agreement and to use OvernightScribe.com in accordance with this
Agreement. The Client also agrees to be financially responsible for the use of
OvernightScribe.com and to comply with the responsibilities and obligations as stated
in this Agreement.
Miscellaneous
The validity, interpretation, enforceability, and performance of this agreement,
shall be governed by and construed in accordance with the law of State of Michigan.
This agreement shall be binding upon and inure to the benefit of the parties and their
respective successors and assignees. Clients may not assign this agreement without the
prior written consent of OvernightScribe.com.
Headings used in this agreement are for reference purposes only and shall not
constitute a part hereof or affect the meaning or the interpretation of this agreement.
If any provision of this agreement shall be held by a court of competent jurisdiction
to be invalid, unenforceable, or void, the remainder of this agreement shall remain in
full force and effect.
This agreement is executed through the online registration, for services offered by
OvernightScribe.com, on its website by its clients, each of which shall be deemed an
original instrument.
