Effective Date: June 28, 2024

 

These additional terms and conditions only apply if XRHealth engages Professionals on behalf of Customer. IF CUSTOMER ENGAGES ITS OWN PROFESSIONALS TO USE XRHEALTH SERVICES, THESE ADDITIONAL TERMS DO NOT APPLY. 

1. Qualifications. XRHealth represents that each Professional and XRHealth, as applicable, currently meets (and for the term of the Agreement shall continue to meet) the necessary license(s) in the states required to perform the Services under the Agreement.

2. XRHealth’s Obligations. XRHealth shall contractually require the Professionals: (a) to render any Services in accordance with the prevailing standard of care in the community; and (b) to comply with all applicable governmental laws and regulations. 

3. Patient Care. Nothing in the Agreement shall be interpreted to interfere with a Professional’s delivery of direct patient care, or independent judgment in the practice of their profession. Professionals shall have complete control over the diagnosis and treatment of patients and none of XRHealth, Customer, or any employee of Customer shall exercise any direct supervision or control over a Professional’s treatment of an Authorized User. No clause or provision in this Agreement shall be interpreted as providing XRHealth or its Professionals any power or authority to act on behalf of Customer, or provide XRHealth or its Professionals any rights, duties, discretions or responsibilities enabling XRHealth or its Professionals to dictate the administration, management or operations of Customer. 

4. Access to Books and Records. To the extent this contract is deemed to fall within the application of 42 U.S.C. § 1395x(v)(1)(I) and 42 C.F.R. Part 420, Subpart D, each Party shall, and XR Health shall require each Professional to, until the expiration of four (4) years after services are provided pursuant to this Agreement, to: (a) retain all of its books, documents and records (including medical records) involving services provided under this Agreement; and (b) make such books, documents and records available to the Secretary of the Department of Health and Human Services, the Comptroller General, or their duly authorized representatives on request for audit, evaluation and inspection. 

5. Authorized User Records; Ownership of Data.   

     (a)     The ownership and right-of-control of all charts, reports, records, and supporting documents prepared by each Party in the course and scope of, in XRHealth’s case, furnishing the Services, and in Customer’s case, furnishing health care services to the Authorized Users, will be the property of each applicable Party. 

     (b)     Notwithstanding the foregoing, each Party will make its charts, reports, records, and supporting documents available to the other Party as necessary and appropriate in the care and treatment of the Authorized Users in accordance with applicable law, including, but not limited, to HIPAA (as defined in Section 11.15) and state applicable law governing confidentiality of patient information. 

     (c)     XRHealth will allow Customer access to relevant XRHealth data, information and analysis resulting from its performance of the Services throughout the Term and any period after termination of this Agreement as required or allowed by applicable law.   

     (d)     Customer will allow XRHealth to access and use relevant Customer data resulting from its use of the Services to improve XRHealth’s algorithms. 

6. Informed Consent.  Customer agrees that all of the Authorized Users will be asked to sign the informed consent form furnished to the Authorized Users by XRHealth regarding provision of the Services, in addition to any consent form required of the Authorized Users by Customer.