1. Agreement
This Terms of Service Agreement (“Agreement”) governs the use of the CRTX Agent + Platform provided by The Executive Whisper d/b/a Microsite Health, a Florida LLC ("Microsite Health," "We," or "Our") to you (the "Client," "Practice," "You," or "Your"). By accepting the Order Form and subscribing to the CRTX services, you agree to be bound by this Agreement.
This is a binding agreement. By accessing, using, or subscribing to our Services, clicking “Accept” or “Agree” to these Terms in the Services’ user interface, or signing a subscription agreement that incorporates this Agreement, you agree to these Terms. If you are entering into these Terms on behalf of a Client, you represent and warrant that you have the authority to bind the Client. If you do not agree to all of these Terms, you may not use the Service or set up an Account (as defined below).
2. Definitions
Service: Refers to the CRTX Agent + Platform and any related offerings, features, or support provided by Microsite Health.
User: An individual authorized by the Client to access or use the Service on behalf of the Client.
Effective Date: The date the Order is placed and payment is received, marking the start of this Agreement.
3. Services Provided
Microsite Health provides access to the CRTX Agent + Platform, a software suite designed for lead management, patient engagement, marketing optimization, and appointment scheduling, as well as other client management functions. Services include:
Clients may authorize employees or subcontractors as Users, who are subject to these Terms. The Client is responsible for the actions of all Users and must ensure their adherence to these Terms.
4. Subscription, Pricing, and Usage
Billing Clarification: “Lead” refers to any unique patient interaction initiated through the platform, and “Phone Minute” refers to minutes used for phone-based interactions. Usage exceeding the purchased limit will incur additional charges as agreed upon in the Order Form or an addendum.
5. Term and Termination
(i) Effective Date and Renewal: This Agreement begins on the Effective Date and renews monthly unless terminated as outlined below.
(ii) Termination: Either party may terminate the Agreement with 30 days’ notice following the Initial Term. Notices should be sent to [email protected]. In cases of payment delinquency or non-compliance with these Terms, Microsite Health reserves the right to suspend or terminate services upon 10 days’ notice.
(iii) Data Access upon Termination: Following termination, Microsite Health may retain data as required by applicable law and the Client may request data export services at an additional fee.
6. Client Responsibilities and Restrictions
Client agrees to:
Client agrees not to:
7. Privacy, HIPAA Compliance, and Data Use
(i) HIPAA Compliance: Microsite Health handles Protected Health Information (PHI) in compliance with HIPAA and HITECH regulations, maintaining appropriate privacy and security safeguards.
(ii) Business Associate Agreement (BAA): This Agreement incorporates a Business Associate Agreement, which governs PHI-related compliance and can be viewed on this web page: Business Associate Agreement.
(iii) Data Ownership and Usage: Clients retain ownership of their data. By using the Service, Clients grant Microsite Health a limited right to process and use this data solely to deliver and improve the Service. Upon termination, Client data will be deleted unless required by law to retain it.
8. Payment Terms
Payments are due on the Effective Date and monthly thereafter unless paid annually. The payment method on file will be automatically billed. If payment is declined, Microsite Health may suspend services after 10 days’ notice. Reactivation may be subject to additional fees.
9. Indemnification
(i) Client Indemnification: Client agrees to indemnify, defend, and hold harmless Microsite Health against claims arising from materials or content provided by the Client, including infringement of intellectual property or data protection violations.
(ii) Microsite Health Indemnification: Microsite Health will indemnify the Client against claims resulting from the unauthorized use of the CRTX platform, limited to materials created or provided by Microsite Health.
10. Dispute Resolution and Arbitration
All disputes arising out of or related to this Agreement are subject to binding arbitration administered by the American Arbitration Association, held in Pinellas County, Florida. The parties may agree to conduct arbitration virtually to reduce costs. The arbitrator’s decision shall be binding and enforceable by any court of competent jurisdiction.
11. Limitation of Liability
Neither party will be liable for indirect, incidental, or consequential damages arising out of or related to this Agreement. Microsite Health’s liability under this Agreement is limited to the total amount paid by the Client in the preceding 12 months.
12. Data Retention and Deletion
Upon termination, Client data may be retained by Microsite Health as required by law. Clients may request data export within 30 days of termination, subject to additional fees. All remaining data will be deleted after the legally required retention period.
13. General Provisions
This Agreement represents the entire understanding between the parties regarding the CRTX services and supersedes all prior agreements. Any modifications to this Agreement must be made in writing and signed by both parties.
Modification of Terms: Microsite Health reserves the right to update these Terms periodically and will notify Clients of any substantial changes via email or the Service interface. Continued use of the Service after such updates constitutes acceptance of the revised Terms.
Acknowledgment: By completing the Order Form and submitting payment, you acknowledge and agree to abide by these Terms of Service and the incorporated Business Associate Agreement
