Legal

HIPAA Business Associate Agreement –
Dental Office & Service Provider

     If a dental care practice (“Covered Entity”) retains a service provider (“Business Associate”) to provide remote dental business services through the outsourced dental service platform (“platform”) provided by eAssist, Inc. (“eAssist”), then this HIPAA Business Associate Agreement (“HIPAA Agreement”) applies to enable Covered Entity and Business Associate to comply with privacy standards adopted by the U.S. Department of Health and Human Services and related standards, rules and regulations. 

     WHEREAS, Covered Entity has engaged or will engage Business Associate to provide Covered Entity with certain services related to the management and operation of dental practices utilizing the eAssist platform; 

     WHEREAS, Business Associate is willing to perform such services for Covered Entity subject and pursuant to the terms and conditions set forth in all written service agreements between Covered Entity and Business Associate (collectively, “Service Agreement”); and

     WHEREAS, the HIPAA Rules (defined below) require that Covered Entities receive adequate assurances that Business Associates will comply with certain obligations with respect to PHI (defined below) received in the course of providing services to or on behalf of a Covered Entity.

     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

A. Definitions

     The following terms used in this HIPAA Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

HIPAA Rules. “HIPAA Rules” means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

PHI. “PHI” means Protected Health Information. 

Business Associate.  “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this HIPAA Agreement, shall mean the party so identified above.

Covered Entity.  “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this HIPAA Agreement, shall mean the party so identified above.

Any ambiguity in this HIPAA Agreement shall be interpreted to permit compliance with the HIPAA Rules.

B. Obligations and Activities of Business Associate

Business Associate agrees to:

  1. Not use or disclose PHI other than as permitted or required by this HIPAA Agreement or as required by law;
  3. Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by the HIPAA Agreement;
  4. Report to Covered Entity any use or disclosure of PHI not provided for by the HIPAA Agreement of which it becomes aware, including breaches of unsecured PHI as required at 45 CFR 164.410, and any security incident of which it becomes aware;
  5. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information;
  6. Make available PHI in a designated record set to the Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524;
  7. Make any amendment(s) to PHI in a designated record set as directed or agreed to by the Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.526;
  8. Maintain and make available the information required to provide an accounting of disclosures to the Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528;
  9. To the extent the Business Associate is to carry out one or more of Covered Entity’s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s); and
  10. Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.

C. Permitted Uses and Disclosures by Business Associate

  1. Business Associate may only use or disclose PHI as necessary to perform the services set forth in the Service Agreement.
  2. Business Associate may use or disclose PHI as required by law.
  3. Business Associate agrees to make uses and disclosures and requests for PHI consistent with Covered Entity’s minimum necessary policies and procedures.
  4. Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity except for any specific uses and disclosures set forth below.
  5. Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.
  6. Business Associate may disclose PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of the Business Associate, provided the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
  7. Business Associate may provide data aggregation services relating to the health care operations of the Covered Entity.

D. Obligations and Activities of Covered Entity 

  1. Covered Entity must notify Business Associate of any limitation(s) in the notice of privacy practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.
  2. Covered Entity must notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.
  3. Covered Entity must notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.
  4. Covered Entity understands that by accepting this HIPAA Agreement and requesting the services provided, Business Associate does not guarantee payment for applicable claims. Covered Entity will indemnify and hold Business Associate and its employees and contractors harmless from and against any and all claims, actions, damages, liabilities, costs or expenses, including without limitation, reasonable attorney’s fees, arising out of any act or omission of Covered Entity, its employees, contractors or agents.
  5. Covered Entity represents and warrants that, at all times during the term of this HIPAA Agreement, and in compliance with all HIPAA Rules and applicable laws, Covered Entity’s patients have given written permission for Business Associate to communicate PHI, scheduling, treatment and other information to such patients via phone, email, text, and Covered Entity so authorizes Business Associate to do so.

E. Term and Termination

  1. Term. The Term of this HIPAA Agreement will begin as described herein and will terminate on the date as authorized in paragraphs 2 and 3 below in this Section E.
  2. Termination for Cause. Business Associate authorizes termination of this HIPAA Agreement by Covered Entity, if Covered Entity determines Business Associate has violated a material term of the HIPAA Agreement and Business Associate has not cured the breach or ended the violation within thirty (30) days after receiving notice from Covered Entity.
  3. Automatic Termination.  This HIPAA Agreement will automatically terminate without any further action of the parties upon the termination or expiration of the Service Agreement between the parties.
  4. Obligations of Business Associate Upon Termination. 
    Upon termination of this HIPAA Agreement for any reason, Business Associate, with respect to PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall:
    1. Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;
    2. Destroy the remaining PHI that the Business Associate still maintains in any form;
    3. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate retains the PHI;
    4. Not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set out at paragraphs 5 and 6 above under “Permitted Uses and Disclosures By Business Associate” which applied prior to termination; and
    5. Destroy the PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.
  5.  Survival. The obligations of Business Associate under this Section shall survive the termination of this HIPAA Agreement.

F. Miscellaneous

  1. Entire Agreement.  This HIPAA Agreement, together with the Service Agreement, constitute the entire agreement between the parties, superseding any and all other agreements, either oral or in writing, between the parties hereto regarding the subject matter hereof, and contain all of the covenants and agreements between the parties with respect thereto.   Each party to this HIPAA Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, regarding the subject matter hereof, have been made by any party or anyone acting on behalf of any party hereto, which are not embodied herein or in the Service Agreement.   All words used in this HIPAA Agreement shall be construed to be of such number and gender (including neuter) as the context requires or permits.
  2. Amendments; Modification. To the maximum extent permitted by applicable law, Business Associate may amend, modify and/or restate this HIPAA Agreement at any time and from time to time, as determined in its sole discretion, by posting such amendment or revised version of this HIPAA Agreement on the eAssist website or platform, or otherwise emailing Covered Entity a copy or notice of the same, and such will become effective and binding on Covered Entity as of the effective date stated therein.  Except as permitted in the prior sentence, any modification or waiver of any portion of this HIPAA Agreement will be effective only if it is in writing and signed by the party to be charged (not including email for purposes of this sentence).  Notwithstanding the foregoing sentence, while the parties are free to amend or modify this HIPAA Agreement, they may not agree to terms that violate, conflict with, expand or narrow eAssist’s rights and obligations under any agreements any party has with eAssist.
  3. Effective Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this HIPAA Agreement by the other party will not be deemed a waiver of that term, covenant, or condition, nor will any waiver or relinquishment of any right or power any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
  4. Governing Law; Mediation; Venue.  This HIPAA Agreement will be governed and construed in accordance with the federal laws of the United States of America and the laws of the State where the Business Associate operates Business Associate’s business, without giving effect to any choice of law provisions thereof. Any and all disputes arising from, or relating to, this HIPAA Agreement shall first be attempted to be resolved through good faith, non-binding mediation pursuant to the following terms: within ten (10) business days after notice of demand for mediation has been made by a party, the parties, or their counsel, shall in good faith discuss the issues involved, discuss a suitable mediator and mediation procedure, and agree on mediation rules particularly tailored to the matter in dispute, with a view to the dispute’s prompt, efficient, and just resolution, and the parties hereto shall conduct not less than four (4) hours of non-binding mediation on each such dispute, with such mediation to occur, unless otherwise required by applicable law, in the State where the Business Associate operates Business Associate’s business within such 10-business-day period. The parties shall timely invite, and permit, eAssist to participate in such mediation in an effort to help the parties hereto resolve their dispute. Unless otherwise required by applicable law, the mediator’s fees shall be borne equally by Covered Entity and Business Associate. Each of the parties hereto hereby expressly agrees that the mediation of any said dispute is an express precondition for proceeding with further legal action of each such dispute. After such mediation of any dispute, or in the case of a failure by any party to so mediate, any action on any dispute arising from, or relating to, this HIPAA Agreement, shall be brought, and shall be located, only in the State where the Business Associate operates Business Associate’s business, and the applicable state and federal courts located therein shall have exclusive jurisdiction over any such action between the parties and its enforcement. The parties hereto hereby consent to the exclusive jurisdiction of such courts, as applicable.
  5. Severability.  Whenever possible, each provision of this HIPAA Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this HIPAA Agreement shall be invalid or unenforceable in any jurisdiction, such provision shall be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this HIPAA Agreement or the validity or enforceability of this HIPAA Agreement in any other jurisdiction.
  6. Notices.  Any notice required or permitted to be given hereunder shall be in writing and will be effective (a) three (3) business days after deposit in the U.S. Mail, certified, return receipt requested, postage prepaid, (b) one (1) business day after deposit with a reputable express next day courier providing written receipt of delivery, or (c) the business day immediately after receipt via email, in each case addressed to the parties as follows:

If to Covered Entity, to:

At the address or email previously provided to Business Associate by Covered Entity

If to Business Associate, to:

At the address or email previously provided to Covered Entity by Business Associate

Either party may change its mailing address or email address from time to time by giving notice thereof to the other party, such notice to be given as provided in this Section.

  1. Benefit. The terms and conditions of this HIPAA Agreement will inure to the benefit of, and be binding upon, Covered Entity and Business Associate, and each such party’s respective permitted successors and assigns.  eAssist will be deemed an intended third-party beneficiary of this HIPAA Agreement with authority to enforce all provisions of this HIPAA Agreement that benefit eAssist.  Other than as stated in this Section, nothing in this Agreement is intended to confer upon any other third party any rights, remedies, obligations, or liabilities.
  2. Counterparts/Facsimiles. This HIPAA Agreement may be executed in one or more counterparts; all of the counterparts shall constitute one and the same agreement; and a facsimile, email or other electronic signature shall be considered as an original.
  3. Authorization to Sign.  The individual agreeing to this HIPAA Agreement for Covered Entity (the “Individual”) represents, warrants and agrees that he or she has authority to bind Covered Entity to the terms and conditions contained in this HIPAA Agreement.  By agreeing to this HIPAA Agreement, the Individual is binding Covered Entity to this HIPAA Agreement, and is also agreeing to personally ensure and guarantee Covered Entity’s timely and complete performance of all provisions of this HIPAA Agreement.
  4. Electronic Signatures and Acceptance. By clicking to accept or otherwise agreeing to a platform user agreement, Business Associate, Covered Entity and the Individual acknowledge and agree to all of the terms and conditions of the foregoing HIPAA Agreement, and will be deemed to have accepted, agreed to and signed this HIPAA Agreement electronically, effective as set forth below, pursuant to the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., and all applicable state statutes.  Doing so constitutes an acknowledgement that the Business Associate, Covered Entity and the Individual agree to conduct the transaction electronically, and are able to electronically receive, download and print this HIPAA Agreement and related agreements.  The effective date of this HIPAA Agreement between a Covered Entity and a Business Associate will be the date such Business Associate begins providing services for such Covered Entity, at which point this HIPAA Agreement will be the legally binding HIPAA Business Associate Agreement between each such Covered Entity and Business Associate.

Service Agreement –
Dental Office & Service Provider

If a remote service provider (“we,” “us,” “our,” or “Service Provider”) utilizes the outsourced dental service platform (“platform”) provided by eAssist, Inc. (“eAssist”) to provide services for a dental practice (“you,” “your,” or the “Dental Care Practice”), then this Service Agreement (this “Agreement”) applies to the Service Provider and Dental Care Practice.

  1. SERVICES.  When you select a service for your Dental Care Practice through the platform (each a “Service,” and together, the “Services”) and such opportunity is offered to us and we accept the same, you are hiring us to provide such Services. 

    You may select additional Services later by adding them through the platform’s online contracting system or a separate written agreement or amendment to this Agreement (including via email).  Either you or we may terminate a Service and remove it from this Agreement as described in Section 5.2 below.  We may provide the Services through our principals, employees and independent contractors, although we will provide you with notice if we are using employees or contractors to provide you with Services.  Some Services will not launch until after other Services have started.

  2. FEES AND PAYMENT TERMS
    1. Service Fees. You agree to pay eAssist all fees and other amounts described on the fee schedules (the “Fee Schedules”) provided to you via the platform (the “Service Fees”) in accordance with your platform user agreement with eAssist (“Platform User Agreement”), from which eAssist will forward to us our portion for services provided.  You also agree to pay us any separate service fees we invoice you for based on any special projects or services you retain us to perform that do not involve the platform, which amounts will also be deemed Service Fees.  The parties may negotiate different rates than what the platform defaults to, provided that the parties may not reduce the platform fee eAssist is entitled to receive.  All amounts, terms and conditions contained in the Fee Schedules are incorporated into and made a part of this Agreement.
    2. Late Interest.  Any amount you are required to pay to us under this Agreement that remains unpaid for ten (10) or more days after becoming due will accrue interest at the rate of 1.5% per month from the due date until it is paid in full. 
  3. ADDITIONAL REPRESENTATIONS AND COVENANTS
    1. Authorization. You represent and warrant to us that (a) you have full power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement will not violate any Laws (defined below), your organizational documents, or any other agreement, instrument or order applicable to you, and (c) your obligations under this Agreement are enforceable as written.
    2. Legal Compliance. During the term of this Agreement, you agree to comply with all applicable federal, state and local laws, rules, regulations and platform policies (“Laws”), including, but not limited to, those concerning (i) privacy and the protection of financial and other personal information, such as the Health Insurance Portability and Accountability Act (including all applicable rules and regulations promulgated thereunder) (“HIPAA”) and similar or corresponding state Laws, the California Consumer Privacy Act, and the Gramm-Leach-Bliley Act; (ii) insurance fraud and requesting payment from the government, such as the False Claims Act and similar or corresponding state Laws; and (iii) the collection and servicing of consumer (medical) debts, including the Fair Debt Collection Practices Act and similar or corresponding state Laws. You also agree to comply with all your insurance contracts (“Insurance Contracts”), as well as agreements you have with your patients (“Patient Agreements”).  Unless otherwise directed by you, the Service Provider will not participate in debt collection on delinquent accounts. If you desire to collect debts from delinquent accounts, you will be solely responsible for ensuring that the collection complies with applicable laws. You represent and warrant that, during the term of this Agreement, you do not and will not consider patient accounts to be in default for at least 90 days. Without limiting any of the foregoing, you agree not to generate or submit, or cause us to generate or submit, a false, fictitious or fraudulent bill or claim for dental services or payment, and not to cause or require us to do anything legally questionable or unethical in providing the Services, including in connection with making insurance claims or adjustments or write offs, as we reasonably determine.
    3. Protected Health Information. Without limiting any of the foregoing, you agree that you have responsibility for safeguarding individually identifiable health information transmitted or maintained in any form or medium, including electronic format (referred to as “Protected Health Information” or “PHI” (which includes “ePHI”) under HIPAA).  You acknowledge and agree that PHI includes all medical/dental records and health information of an individual in any form including paper, electronic and oral.  You agree to safeguard and utilize PHI in conformity with all applicable Laws, including HIPAA and applicable state Laws.  You represent and warrant that you are authorized to share PHI and any other information with us in connection with the platform and provision of the Services.  You represent and warrant that, at all times during the term of this Agreement, and in compliance with all applicable Laws, your patients have given written permission for you and us to communicate PHI, scheduling, treatment and other information to such patients via phone, email, text, and you so authorize us to do so.  In compliance with HIPAA, unless the parties agree otherwise in accordance with this Agreement, the parties agree to the separate HIPAA Business Associate Agreement between them concerning PHI that is listed on eAssist’s website (the “Business Associate Agreement”).  We agree not to use or disclose PHI we receive from you other than as permitted or required by this Agreement, our Business Associate Agreement with you, or applicable Laws.
    4. Responsibility for Compliance. Without limiting any of the foregoing parts of this Section, you agree that you are solely responsible for your own compliance with insurance regulations and contracts.  You further agree that you are solely responsible for accurate billing in compliance with all payer and legal requirements, including in compliance with your Insurance Contracts and Patient Agreements, that you will verify all claims for payment submitted for you in connection with the platform and Services, and that you are solely responsible for all such claims.  You agree that you are solely responsible for your own business, and that access to the platform or any related content will not be construed as creating any responsibility or liability for us with respect to your business, the Services, legal compliance, actions or omissions or otherwise.
    5. Proper Credentialing; Service-Specific Terms and Conditions. Without limiting anything else in this Agreement, you represent and warrant that all dentists providing services for you are currently properly credentialed, and you agree (i) to ensure that all dentists providing services are properly credentialed at all times during the term of this Agreement, (ii) to promptly notify us of any changes in dentists or credentialing status, and (iii) that all procedures performed in each office will be billed under the treating dentist only, unless lawful exceptions apply, all in accordance with all applicable Laws and Insurance Contracts.  You agree to abide by all Service-specific terms and conditions we or eAssist may generate for the Services, which may be posted on the platform or emailed to you separately, and modified from time to time.
    6. Server/Software; Security. So we can provide you with Services, you agree to provide us 24/7 connection and access to one or more dedicated computers/servers at your practice (the number of connections will be determined at install), whether through a secure VPN or application, with access to all necessary software (e.g., dental software, eClaims, eAttachments, x-ray software, etc.). You agree to provide us with dedicated windows credentials and dedicated dental software credentials. You represent and warrant that you have a backup system and backup data set in place that will allow you to quickly recover all patient and other information, if ever needed.
    7. Information Generally; Sharing. Without limiting any of the foregoing, you agree to keep and maintain your records in accordance with all applicable Laws.  You represent and warrant that all information (contact information, billing, financial, addresses or otherwise) that you or your providers or representatives provide in connection with using the platform or receiving the Services is accurate, current and complete at the time it is provided, and you agree that you are solely responsible for all of that information, including without limitation ensuring that it remains accurate, current and complete.  If you grant us access to your bank account in order to provide Services, you agree to only grant “view only” access.  You give us permission to share any information about you or your business with your consultants.
    8. Cooperation. You agree to fully cooperate with and support all efforts to provide the Services, including but not limited to providing us with contact information for your owner and at least one representative we will work with, causing applicable doctors to execute authorization agreements, and using a special billing code on appointments we may make so work can be verified.  You agree to regularly provide and complete all scans, treatment, scheduling, credentialing and other information and forms, and software access requested in connection with providing the Services, and to do so timely, in the way requested, and without any intentional delay.  You agree to treat us with respect and professional courtesy.  You give us express written authorization by this Agreement to communicate with you and your practice personnel via phone call, email and text messages.
  4. NO WARRANTY; LIMITED LIABILITY; REIMBURSEMENT AND OTHER RIGHTS
    1. No Warranty. We will use commercially reasonable efforts to provide the Services under this Agreement.  HOWEVER, YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  WE CANNOT AND DO NOT REPRESENT, WARRANT, OR GUARANTEE IN ANY MANNER THAT THE SERVICES PROVIDED WILL PRODUCE A CERTAIN LEVEL OF REVENUE OR ANY SPECIFIC OR GENERAL RESULTS FOR YOUR OR ANYONE ELSE’S BENEFIT.
    2. Limiting Liability Generally.  IN NO EVENT WILL WE BE LIABLE TO YOU, ANY OF YOUR PATIENTS, OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF YOU OR WE HAVE BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.  You agree that our liability under this Agreement for any type of damages whatsoever will not exceed the aggregate dollar amount you paid to us under this Agreement, separate from eAssist, in the three (3) months prior to the claimed injury or damage.
    3. Reimbursement, Defense and No Liability Scenarios.  You agree to (a) reimburse us and all other Service Provider Parties for all Claims, (b) defend us and all other Service Provider Parties against all Claims, and (c) not hold us or any other Service Provider Parties liable or responsible for any Claims.
      “Service Provider Parties” means us and our affiliates, subsidiaries, employees, independent contractors, directors, owners, managers, officers, representatives, agents, licensors and successors and assigns.  “Claims” means any and all claims, suits, investigations, audits, losses, damages, liabilities, penalties, injuries, awards, costs (including attorneys’ fees and costs) or other expenses, of any kind or nature, arising from, or relating in any way to, (i) your breach of any of your representations, warranties or covenants in this Agreement, (ii) your (including your representatives’ or agents’) alleged or actual mistakes, errors, omissions, negligence, intentional wrongdoing, breach of duty and/or any violation or alleged violation of any Law, including any unlawful act or omission, (iii) any accusations, claims or proceedings made or brought by your patients, doctors, employees, representatives, agents, vendors, insurance companies, government officials, or other third parties, (iv) any focus review, audits or other investigations involving you or your business (unless directly caused by the negligence of us or our employee or contractor), (v) following your (including your representatives’ or agents’) authorization, direction, guidelines, policies, procedures and/or practices, whether reflected in an SOP or otherwise, or (vi) the operation of your business.
  5. TERM AND TERMINATION
    1. Term.  Subject to the termination rights in this Section, this Agreement is effective as of the date the parties are deemed to have signed this Agreement and will end on the date that is six (6) months from such date; provided that the term of this Agreement will automatically be extended by the length of any services or project you engage us to perform. If there has been a pause in us providing services to you, then upon the renewal of us providing services to you, this Agreement will be reinstated and will automatically renew on a month to month basis until we no longer provide services to you.
    2. Termination.  A Service will terminate once you have terminated such Service with eAssist pursuant to your Platform User Agreement.  Other projects or services outside the platform will terminate as agreed by the parties.  We may stop providing you with a Service by providing you with at least fourteen (14) days’ notice.
    3. Terminating this Agreement.  If we breach this Agreement, you may terminate this entire Agreement if we fail to cure the breach within fifteen (15) days after receiving written notice of the breach from you.  You acknowledge and agree that failure to meet any Brand Promises will not be deemed a default or breach of this Agreement.  This Agreement will automatically terminate if your Platform User Agreement terminates, or if you become the subject of any voluntary or involuntary bankruptcy, receivership, or other insolvency proceedings, or if our platform user agreement with eAssist terminates.
    4. Payment After Termination. You agree to pay us for all Services provided through the date of any termination of the applicable Services or the termination of this Agreement, as applicable. 
  6. MISCELLANEOUS
    1. Independent Contractor Relationship.This Agreement does not create a partnership or joint venture between you and us. In entering into and performing this Agreement, we are acting and performing as independent contractors.
    2. Entire Agreement. This Agreement (including all Fee Schedules) constitutes the entire agreement between you and us, superseding any and all other previous service, billing or other agreements, and discussions, representations, statements or promises, whether written or oral, between you and us regarding us providing services to or for your benefit.
    3. Any modification or waiver of any portion of this Agreement will be effective only if it is in writing and signed by the party to be charged (not including email for purposes of this sentence). Notwithstanding the prior sentence, to the maximum extent permitted by applicable law, the parties agree that non-economic terms of this Agreement may be modified by eAssist posting an amended or revised version of this Agreement on its website or the platform, or emailing the parties a copy or notice of the amended or revised version of this Agreement, provided that neither party provides email notice to eAssist and the other party that such party does not agree to be bound by the amendment or revisions within ten (10) days of receiving notice of the amendment or revision from eAssist.
    4. Waivers. The failure of either you or us to insist on strict compliance with any provision of this Agreement will not be deemed a waiver of that provision. Any waiver or relinquishment of any right under this Agreement must be given in writing by the waiving party to be effective, and will only apply to the time or times clearly described in that writing.
    5. Governing Law. This Agreement will be governed by the laws of the State of where the Service Provider’s business is located, without giving effect to any choice of law provisions.
    6. Dispute Resolution. If a dispute arises under or relates to this Agreement:
      1. Mediation. You and us agree to first attempt to resolve that dispute through good faith, non-binding mediation as follows:
          • i. Within ten (10) business days after you or we provide the other with written demand for mediation under this Section, you and us (and legal counsel, if desired) will, in good faith, discuss the issues involved, discuss a suitable mediator and mediation procedure, and agree on reasonable mediation rules, with a view to the dispute’s prompt, efficient, and just resolution.
          • ii. You and us will participate in not less than four (4) hours of non-binding mediation on each dispute, and that mediation will occur, unless otherwise required by applicable law, in the State where the Service Provider’s business is located. The parties shall invite, and permit, eAssist to participate in such mediation in an effort to help the parties hereto resolve their dispute. Unless otherwise required by applicable law, the mediator’s fees will be borne equally by you and us.

        Despite what is said above, we may opt out of our requirement to mediate under this Section 6.6(a) by providing you with notice of the same.

    7. Survival of Provisions. All of the representations and warranties in this Agreement will survive the termination of any Service, or the termination of this Agreement. In addition, Sections 2 and 4 through 6 of this Agreement will survive the termination of any Service, or termination of this Agreement.
    8. Severability of Provisions. Whenever possible, each part of this Agreement will be interpreted to be effective and valid under applicable law. If any part of this Agreement is invalid or unenforceable, that part will be modified to achieve your and our objectives to the fullest extent permitted, including reducing the time, scope or territory of any provision in this Agreement to the minimum extent required to make the same enforceable under applicable law, and any such invalidity or unenforceability will not affect the validity or enforceability of the rest of this Agreement.
    9. Attorneys’ Fees. If any action is brought to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other available relief.
    10. Assignment. You may not assign this Agreement without our prior written consent. If you desire to assign this Agreement in connection with selling your practice, we may require the new doctor to execute a new agreement with us instead of transferring this one over.
    11. Excusable Delay. If a party can’t perform under this Agreement because of something that occurs outside of that party’s control (including the interruption or failure of telecommunication or digital transmission links), that party will be excused from such performance until that occurrence or hindrance is over. However, this Section does not apply to your obligation to pay us amounts owed under this Agreement.
    12. Benefit. The terms and conditions of this Agreement will insure to the benefit of, and be binding upon, you and us, and your and our respective permitted successors and assigns. eAssist, along with the parties entitled to be reimbursed under Section 4.3 above who are not signing this Agreement will be deemed intended third-party beneficiaries of this Agreement with authority to enforce all provisions of this Agreement that benefit them. Other than as stated in this Section, nothing in this Agreement is intended to confer upon any other third party any rights, remedies, obligations, or liabilities.
    13. Interpretation. This Agreement will be interpreted as though prepared and negotiated by you and us. All words used in this Agreement will be construed to be of such number and gender (including neuter) as the context requires or permits.
    14. Notices All notices given under this Agreement must be in writing and will be effective (a) three (3) business days after deposit in the U.S. Mail, certified, return receipt requested, postage prepaid, (b) one (1) business day after deposit with a reputable express next-day courier providing written receipt of delivery, or (c) the business day immediately after receipt via email, in each case addressed to the parties as follows:
      If to the Service Provider:
      At the address or email we previously provided
      to you
      If to the Dental Care Practice:
      At the address or email previously
      you previously provided to us

      Either party may change such party’s mailing address or email address from time to time by giving notice of that change to the other in accordance with this Section.

    15. Non-disparagement. During and after the term of this Agreement, neither party will do anything that casts the other (or the other’s principals, officers, employees or contractors) in an unfavorable light, or that disparages or injures the goodwill, business reputation or business relationships of the other (or the other’s principals, officers, employees or contractors). The parties agree that this provision prohibits the making of any disparaging statements, remarks and/or comments, regardless of whether or not they are true.
    16. Injunctive Relief. You agree that any violation of Section 6.15 above will cause immediate, substantial and irreparable harm for which monetary damages alone (including the liquidated damages provided for above) would be an inadequate remedy. Accordingly, injunctive relief (without the need to post any bond or mediate first) will be available for any violation of Section 6.15, in addition to any other remedy available at law or in equity.
    17. Reviews. You grant us the irrevocable, worldwide, assignable, royalty-free right to use and reproduce all statements or reviews you may make or leave about us for marketing or other purposes. We may exercise this right without your further consent.
    18. Counterparts/Facsimiles. This Agreement may be executed in one or more counterparts, and all of the counterparts will constitute one and the same agreement. A facsimile, email or other electronic signature will be considered an original.
    19. Authorization to Sign. The individual agreeing to this Agreement for the Dental Care Practice (the “Individual”) represents, warrants and agrees that he or she has authority to bind the Dental Care Practice to the terms and conditions contained in this Agreement. By agreeing to this Agreement, the Individual is binding the Dental Care Practice to this Agreement, and is also agreeing to personally ensure and guarantee the Dental Care Practice’s timely and complete performance of all provisions of this Agreement.
    20. Electronic Signatures and Acceptance. By clicking to accept or otherwise agreeing to a platform user agreement, the Service Provider, the Dental Care Practice and the Individual acknowledge and agree to all of the terms and conditions of this Agreement, and will be deemed to have accepted, agreed to and signed this Agreement electronically, effective as set forth below, pursuant to the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., and all applicable state statutes. Doing so constitutes an acknowledgement that the Service Provider, and the Dental Care Practice and Individual agree to conduct the transaction electronically, and are able to electronically receive, download and print this Agreement and related agreements. The effective date of this Agreement between a Dental Care Practice and Service Provider will be the date such Service Provider begins providing Services for such Dental Care Practice, at which point this Agreement will be the legally binding service agreement between each such Dental Care Practice and Service Provider.

eAssist Privacy Policy

Last Updated February 28, 2022

This Privacy Policy (the “Policy” or “Privacy Policy”) of eAssist, Inc. d/b/a eAssist Dental Solutions (“eAssist”, “we”, “us”, or “our”) describes (1) the types of information we may gather from people visiting our websites located at www.dentalbilling.com, www.dentalbillingjobs.com, all client and internal sites (such as www.eAssistNation.com), and all associated and related sites, whether connected by direct link or otherwise (the “Site”), or who use the tools, software or services located there or that are otherwise provided through our outsourced dental service platform (“platform”), and (2) how we use such information. We understand the importance of privacy and accordingly, it is our policy to treat all information received in a responsible manner. By accessing the Site, you agree to be bound by this Policy. If you do not agree to the terms of this Policy, please do not use the Site or our platform or receive any services through our platform.  Each time you use the Site or our platform or receive such services, the current version of the Privacy Policy will apply. Accordingly, when you use the Site or our platform or receive such services, you should check the date of this Policy (which appears at the top) and review any changes since the last version.

Types of Information We Collect

eAssist collects to main types of information from users of our Site:

(1) “personal information” which is information that can be used to locate you, contact you, or determine your specific identity (such as name, email address, mailing address, phone number, EIN, SS#, DL#, PP#, etc.), as well as information you provide about yourself or your business (such as commercial information about products or services used, or information about your background, education, professional or work experiences, business, equipment, clients, patients, staff, etc., as you use our platform or receive services); and

(2) “aggregate information” which is information about your activities on the Site or in connection with the platform or your receipt of services that cannot be used to identify, locate, or contact you (such as frequency of visits to the Site, data entered when using the Site or platform, Site pages most frequently accessed, browser type, etc.).

Collecting Your Personal Information

eAssist collects personal information that is voluntarily provided when a user on our Site signs up for our platform, applies to work with us, logs into his or her account or uses or receives tools, software or services in connection with any of the foregoing.  eAssist also collects and stores information about our users’ use of the Site and our platform, and related tools, software and services.

Collecting Your Aggregate Information

Aggregate information is collected as you visit our Site or use our platform or receive services even if you do not enter any information. Generally, aggregate information is used in a collective manner, and no single person can be identified by that compiled information.

Use of the Information We Gather

We use your personal and aggregate information to develop and provide you with the Site and platform, to improve your experience on the Site and with our platform, and to communicate with you and others you authorize with respect to information you request or that is otherwise provided in connection with providing the platform or services. We may also use this information for legal and compliance purposes, to help us target specific products, services or offers to you, and to tailor our Site and platform, as well as services, to your needs and interests.

Additionally, we may use aggregate information to monitor traffic and general usage patterns, to monitor, audit and analyze information pertaining to our business metrics, and for other general business purposes.

Sharing, Selling and Trading of Your Personal Information with Third Parties

eAssist, on occasion, may share personal information with third party service providers, partners and consultants as we deem necessary for the third party to fulfill its duties, such as processing credit card payments or other functions necessary to our business. These third party service providers are not authorized to retain, share, store or use your personal information for any purposes other than to provide the services for which they have been hired to provide. When you submit your personal information, you also agree that we may use your personal information to contact you by email, telephone, cell phone, direct mail, or text message about certain offers made available by us or third parties that we believe you might be interested in based on information you have provided to us.  We do not sell, trade or otherwise share your personal information with unrelated third parties for their own marketing purposes; however, we may market certain offers to you on behalf of third parties that we determine you might be interested in.

Sharing, Selling and Trading Aggregate Information Collected Online with Third Parties

We may disclose aggregate information to third parties for a variety of business reasons, including to potential investors so that they may better understand our user base, etc. Aggregate information will not include any personal information and we will not disclose any personal information except as stated elsewhere in this Policy.

Other Instances When We Share Your Information

In addition to the foregoing, eAssist may elect to share or transfer your personal information to unrelated third parties: (i) to comply with a legal requirement, judicial proceeding, court order, or legal process served on eAssist, (ii) to investigate a possible crime, such as fraud or identity theft; (iii) in connection with the sale, purchase, merger, reorganization, liquidation or dissolution of eAssist; (iv) when we believe it is necessary to protect the rights, property, or safety of eAssist or other persons, or (v) as otherwise required or permitted by law.

Cookies

If you do not provide us with any of your personal information, we are limited in the information we may collect from you. For example, we may be able to determine your IP address for the purposes of administering the Site and tracking Site usage. However, your IP address may vary each time you visit or it may remain the same depending on the type of Internet connection you are using or the location from which you access the Site. We may also collect information about the websites that directed you to the Site after you clicked on a text or banner link or an ad from another website, or the day and time you visited the Site and how long you spent on the Site. We aggregate such information to help us to compile reports as to trends and other behavior about users visiting or using our Site; however such information is anonymous and cannot be tied directly to you.

We may also use “cookies” and your personal information to enhance your experience on the Site and with the platform and to provide you with personalized offers. A cookie is a small data file placed on your computer’s hard drive that contains information that allows us to track your activity on the Site. The cookie itself does not contain any personal information; however, if you provide us any personal information the cookie may act as an identifier to tie your personal information to your IP address or computer. You may choose to delete cookies from your computer’s hard drive at any time or to disable cookies on your computer.  If you delete cookies that relate to the Site, we may not be able to identify you upon your return to the Site.  Additionally, if you disable your computer’s cookies, you may not be able to access certain features of the Site or platform that require that cookies be enabled. The Site’s cookies cannot be used to read data from your hard drive and cannot retrieve information from any other cookies created by other websites. Additionally, our cookies cannot be used as a virus, Trojan horse, worm, or any other malicious tool that could impair your use of your computer.  Our cookies are used to help us better understand how you and other users use the Site so we can continue to provide a better, more personalized user experience on the Site. We also share website usage information about our Site with those interested in running targeted promotional campaigns on the Site. For this purpose, we and our advertisers track some of the pages that you visit on the Site through the use of pixel tags (also called clear gifs).

Security Pertaining to Your Information

We take security measures to protect against unauthorized access to or unauthorized alteration, disclosure or destruction of data. These include internal reviews of our data collection, storage and processing practices and security measures, as well as physical security measures to guard against unauthorized access to systems where we might store personal information.

We restrict access to personal information to eAssist employees, service providers and agents who need to know that information in order to operate, develop or improve our platform, or otherwise assist us with our business.  These individuals are bound by confidentiality obligations and may be subject to discipline, including termination and criminal prosecution, if they fail to meet these obligations. We use secure socket layer (“SSL”) technology to encrypt and protect the security of your personal information, including but not limited to your credit card number, when it is sent over the Internet. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, while we strive to protect your personal information, we cannot guarantee its absolute security.

Integrity of Your Data

eAssist processes personal information only for the purposes for which it was collected and in accordance with this Policy. We review our data collection, storage and processing practices to help ensure that we only collect, store and process the personal information needed to provide or improve our platform and business. We take steps to ensure that the personal information we process is accurate, complete, and current, but we depend on our users to update or correct their personal information whenever necessary.

Children and Privacy

Our Site is not directed to children and we will not request personally identifiable information from anyone who we know to be under the age of 18, unless we have obtained verifiable parental consent from a parent or legal guardian. If we become aware that a user under the age of 16 has registered with our Site, provided personal information, and eAssist has not obtained prior verifiable consent from a parent or legal guardian, we will immediately remove the user’s personal information from our files.

Links to Other Websites

The Site may contain links to websites operated by other people or companies. Those websites may have their own privacy policy or no privacy policy at all. eAssist does not have any responsibility for those websites, and we provide the links solely for the convenience of our visitors.

Business Transfers

In the event that eAssist sells substantially all of its assets, or one of eAssist’s business units is acquired, personal information of visitors to the Site and aggregate information will likely be one of the transferred assets.

Changes to this Policy

We may change this Privacy Policy at any time and without prior notice, by posting the revised version of this Policy on our Site or platform. Your continued use of the Site or platform, and/or receipt of services indicates your consent to our collection and use of your personal and aggregate information under the then-current Policy.

Contact Us/Disability Access

If you have any questions or concerns about this Policy, our privacy policies or practices, or your personal or aggregate information, or if you have a disability and need to access this Policy in a different way or format, please feel free to contact us any time at:

Address:
eAssist, Inc.
665 West 750 North
American Fork, UT 84003
Phone:
1-844-eAssist
E-mail:
[email protected]

Especially for California Residents

Consumers residing in California have some additional rights with respect to their personal information under the California Consumer Privacy Act or (“CCPA”). If you are a California resident, this section applies to you and supplements the portions of the Policy set forth above.

Special CA Rights

If you are a California resident, under the CCPA, you may also opt-out of the sale of any of your personal information by eAssist.

If you are a California resident, under the CCPA, you may also request that we:

  1. Disclose:
    1. the categories and specific pieces of personal information we have collected about you (or sold, as applicable)
    2. the categories of sources from which the personal information is collected;
    3. the business or commercial purpose for collecting (or selling, as applicable) personal information
    4. the categories of third parties with whom we share (or have sold, as applicable) personal information (by category or categories of personal information for each such third party in case of any selling of your information)
    5. the categories of personal information we have disclosed about you for a business purpose
  2. Delete your personal information
  3. Provide you with a copy of your personal information in a readily usable format that can be transmitted to others

We may not discriminate against any California resident for exercising any of these special rights.

Disclosures Required under the CCPA

Certain details about our collection and use of consumer data are covered in portions of the Policy set forth above.  In addition, to ensure compliance with the CCPA, but also to provide additional information to all consumers and users of our Site, we make the following additional disclosures.

  1. eAssist has not sold consumers’ personal information in the preceding 12 months, and does not sell the personal information of minors under 16 years of age without affirmative authorization.
  2. eAssist has collected or may have collected, and has disclosed or may have disclosed for a business purpose, the following types of information from users of our Site in the preceding 12 months:
    1. Identifiers such as a real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, social security number, driver’s license number, passport number, or other similar identifiers.
    2. Other information that identifies, relates to, describes, or is capable of being associated with, a particular individual, including, but not limited to, his or her name, signature, physical characteristics or description, address, telephone number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information.
    3. Characteristics of protected classifications under California or federal law.
    4. Commercial information, including records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies.
    5. Internet or other electronic network activity information, including, but not limited to, browsing history, search history, and information regarding a consumer’s interaction with an Internet Web site, application, or advertisement.
    6. Audio, electronic, visual, thermal, olfactory, or similar information.
    7. Professional or employment-related information.
    8. Education information.
    9. Information you provide about yourself or your business (such as commercial information about products or services used, feedback, or information about your background, education, professional or work experiences, business, equipment, clients, patients, staff, etc., as you use our platform or receive services).
    10. “Aggregate information” which is information about your activities on the Site or in connection with the platform or receipt of services that cannot be used to identify, locate, or contact you (such as frequency of visits to the Site, data entered when using the Site, Site pages most frequently accessed, browser type, etc.).
  3. eAssist collects this data or information from users, consumers, clients, patients, insurance companies, vendors and similar parties.
  4. The business or commercial purposes for our collecting (or selling, as applicable) information include: (i) to provide you with the Site, platform and related services, (ii) to develop and improve the Site, platform and related services, (iii) to communicate with you and others you authorize with respect to information you request or that is otherwise provided in connection with providing the platform or related services, (iv) to provide customer support, (v) for research and development, (vi) to enable communications between users, along with communications to the user, (vii) to help us target specific products, services or offers to you, (viii) to tailor our Site, platform and related services to your needs and interests, (ix) to monitor traffic and general usage patterns, (x) to monitor, audit and analyze information pertaining to our business metrics, (xi) for legal and compliance reasons, and (xii) for other general business purposes.
  5. We may share consumer data with certain service providers and business partners. These include, or may include:
    1. Data analytics providers
    2. Cloud storage providers
    3. Background check/identity verification providers
    4. Payment processors and facilitators, or for other functions necessary to our business
    5. Vendors that assist us in enhancing or providing our platform, services, software and/or apps
    6. Marketing partners, marketing platform providers and marketing firms
    7. Consultants, accountants, lawyers and other professional service providers
    8. Insurance and financing partners
    9. Law enforcement
    10. Government entities

Exercising Special CA Rights

To learn about specific information collected about you as a California resident, request deletion of any such information, or opt out of the sale of personal information, you may (1) call , (2) submit this webform, or (3) email [email protected].   Once we receive any such request, we will notify the requesting party of any questions or additional information required to verify the same, and we will otherwise process the request consistent with applicable law.

If an authorized agent is making any such request on behalf of a California consumer, that agent will need to provide us with reasonable proof of such representation and authorization.  Alternatively, the consumer can notify us via email at the email given in this Policy that he or she has appointed an authorized agent, and provide us with the name and contact information for such agent.

All California residents have the right not to receive discriminatory treatment for the exercise of privacy rights conferred by the CCPA.

eAssist Terms of Use

Last Updated February 28, 2022

1. User’s Acknowledgment and Acceptance of Terms

eAssist, Inc. (“eAssist”, “we”, “us”, or “our”) provides an outsourced dental service platform (“platform”) consisting of various technology, software, databases, information, networks, and support services, as well as our websites located at www.dentalbilling.com, www.dentalbillingjobs.com, all client and internal sites (such as www.eAssistNation.com), and all associated and related sites, whether connected by direct link or otherwise (the “Site”). These terms of use (the “Terms of Use”) cover your access and use of (a) the Site and all associated and related sites, whether connected by direct link or otherwise (collectively, the “Site”) and (b) all products and services accessed, used or provided through the Site or platform, regardless of whether eAssist or third parties are providing the same (the “Services”). 

Your use of the Site and the Services is subject to your compliance with the Terms of Use, your compliance with all other written agreements you may have with us or any of our Affiliates, including payment of all applicable platform fees, and your compliance with all posted rules applicable to the Services that may contain terms and conditions in addition to those in these Terms of Use. All such rules are hereby incorporated by reference into the Terms of Use. 

YOU AGREE TO THESE TERMS OF USE, EFFECTIVE IMMEDIATELY, BY CREATING AN EASSIST ACCOUNT, BY USING THE SITE OR PLATFORM, OR BY PURCHASING, ACCESSING OR USING ANY OF THE SERVICES. IF YOU DO NOT AGREE, THEN DO NOT CREATE AN EASSIST ACCOUNT, DO NOT USE THE SITE OR PLATFORM, AND DO NOT PURCHASE, ACCESS OR USE ANY OF THE SERVICES.

The Terms of Use were last updated on the date set forth above. We expressly reserve the right to change the Terms of Use from time to time without notice to you.  You acknowledge and agree that it is your responsibility to review the Site and the Terms of Use from time to time and to familiarize yourself with any modifications. Your continued use of the Site or platform or receipt of the Services after such modifications will constitute acknowledgement of the modified Terms of Use and agreement to abide and be bound by them. You can review the most current version of the Terms of Use at any time at the Site.  For questions about the Terms of Use, please email [email protected]. 

As used in these Terms of Use, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Site and/or its contents, as well as the Services.

2. Registration 

In order to access the Site or platform or receive the Services, you must obtain an eAssist account and password by completing or entering into platform user or similar agreements and related forms (some of which may be online) that request certain information and data (“Registration Data”). You agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate. You are responsible for maintaining the confidentiality of your account access information and restricting access; you must immediately notify eAssist of any unauthorized use or any other security breach. You agree that you are fully responsible for all activity occurring through your account, regardless of whether you have authorized that activity.

You grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of the Site or the Services, including your Registration Data, is subject to our Privacy Policy.

3. Content

The Site contains material, such as text, graphics, images, video, audio and other material (collectively referred to as the “Content”).  The Content may be owned by us or may be provided through an arrangement we have with others, including users of the Site, third parties and their partners, sponsors, or affiliates.  In some cases Content is provided by users of the Site in connection with the platform, Services or otherwise (sometimes referred to herein as “User Content”).    

We neither endorse nor assume any liability for any User Content. However, we and our agents have the right in our sole discretion to remove or edit any User Content that, in our judgment, does not comply with the Terms of Use or any other rules of user conduct for the Site, platform or Services, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of User Content. 

While you retain all rights in your User Content, you grant us and our agents and Affiliates, subject to any applicable HIPAA Business Associate Agreement, a non-exclusive, paid-up, irrevocable, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such materials regardless of the form or medium (now known or not currently known) in which it is used, including but not limited to, display through the platform and in connection with Services, and display on the Site for the purpose of demonstrating how our platform can be used and Services.  You are solely responsible to make and retain any copies of the User Content you need for your purposes before your account is suspended or terminated.  

You represent that you are authorized to use the Site and platform, receive Services, and provide all Content that you submit.

You understand and agree that we do not control User Content and cannot and do not guarantee the accuracy, integrity or quality of such User Content.  Unless expressly stated otherwise, any advice, opinions, statements or other information provided by any Site or platform user are those of the user who prepared the work and does not necessarily represent our views.

4. Intellectual Property

You acknowledge and agree that all Content presented to you on the Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and that all Content other than User Content is the sole property of eAssist, its Affiliates, or its licensors. You are only permitted to use the Content as expressly authorized by us or the specific content provider. Any unauthorized use of Content may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. You have no rights in or to any Content that is not your own, and you may not use the Content except as permitted under the Terms of Use.  No other use is permitted without prior written consent from us or the owner of the Content.  You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not aggregate, sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.  If you violate any part of the Terms of Use, your permission to access and/or use the Content, the Site, the platform and/or the Services may automatically terminate in eAssist’s sole discretion, and you must immediately destroy any copies you have made of the Content. You are permitted to share, display, and make copies of any public content, provided all such materials retain proper copyright notices. In no event are you permitted to rent or sell the information you obtain through the use of the Site or platform.

The look and feel of the Site and platform is a copyright of eAssist. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements of the Site or platform without express written permission from eAssist.

5. Third-Party Access

Except as required by law and as described here, you will not permit any third party to access the Site or platform using your account. You may allow your employees to use the Site or platform on your behalf in compliance with the Terms of Use and in compliance with all other written agreements you may have with us or any of our Affiliates. You are responsible for all use (including misuse) of the Site or platform accessed through your account. You acknowledge that you are responsible for ensuring that the Site, platform or Services accessed through your account are used appropriately and that all health-related information is properly protected under applicable law.

6. User Conduct

Your use of the Site and platform and receipt of the Services is subject to all applicable laws and regulations, and you are solely responsible (a) to assure that your use of the Site and platform and receipt of the Services is in compliance therewith and (b) for the substance of your communications through the Site and platform and in connection with receiving any Services.  

You agree that you will not do—or attempt to do—anything that, in our sole discretion, could undermine the security, function, or value of the Site, platform or Services, including, without limitation, any of the following:

  1. modify, adapt, disassemble, decompile, reverse engineer, reproduce, duplicate, copy, sell, resell, or exploit any portion of the Site, the platform or Services, or use or access to the same;
  2. access data not intended for you or log onto a server or an account which you are not authorized to access;
  3. probe, scan, or test the vulnerability of a system or network or attempt to breach security or authentication measures;
  4. access or use the Site or platform, or receive the Services or any portion thereof without authorization, in violation of the Terms of Use, any other agreements with us or our affiliates, or in violation of applicable law;
  5. use any automated or other means, including without limitation, agents, robots, scripts, or spiders, to access, monitor, copy, or harvest data from the Site; deep-link to any feature or content on the Site; or bypass our robot exclusion headers or other measure we may use to prevent or restrict access to the Site;
  6. collect usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other undesirable communications;
  7. use the Site, platform or Services in any way that, in our sole discretion, degrades the reliability, speed, or operation of the same or any underlying hardware or software thereof;
  8. interfere with anyone else’s use and enjoyment of the Site, platform or Services;
  9. transmit any worms, viruses or any code of a destructive nature; and/or
  10. modify any other website so as to falsely imply that it is associated with eAssist or our platform.

You may not use the Site or platform in connection with promoting anything that, in our sole discretion, is unrelated to the same or is harmful, hateful, obscene, or unlawful. You agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content—including text, communications, software, images, sounds, data, or other information—that does any of the following:

  1. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
  2. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  3. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
  4. constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  5. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and/or
  6. impersonates any person or entity, including any of our employees or representatives.

You agree that we may at any time, and in our sole discretion, terminate or suspend your subscription, membership, or other affiliation with our Site or platform without prior notice to you for violating any of the provisions of this section. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

7. Claims of Copyright Infringement

We disclaim all responsibility and liability for copyrighted materials posted on our site. If you believe that your work or the work of someone you represent has been copied or utilized in a manner on or through the Site or platform that constitutes copyright infringement, please follow the procedures set forth below. 

eAssist respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to eAssist’s Designated Agent for Claimed Infringement, identified below.

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site or platform by sending us a signed notice (“Notice”) complying with the following requirements:

  1. identify, in enough detail that we can identify it, the copyrighted works you claim have been infringed;
  2. identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or platform where such material may be found;
  3. provide your mailing address, telephone number, and, if available, email address; and
  4. include both of the following statements in the body of the Notice:“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)”“I hereby swear under penalty of perjury that the information in this Notice is accurate and that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right that is allegedly infringed.”

Designated Agent for Claimed Infringement:

Contact:  eAssist General Counsel
Email: [email protected]
Address: 665 West 750 North, American Fork, UT 84003
Phone: 1-844-eAssist

You acknowledge and agree that upon our receipt of a Notice, we may immediately remove the identified materials from our Site or platform without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided by applicable law.

8. Publicity

By using the Site or platform or otherwise paying for Services, you grant us the irrevocable, perpetual right and license to list and display your name, trademark, image and logo in connection with our customer lists, marketing materials, and press releases, in print or on the web, to announce that you are using our platform or receiving Services.  

9. Disclaimers

ALL MATERIALS, CONTENT, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SITE, PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SITE, PLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, PLATFORM OR SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY SERVICES OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THE SITE OR PLATFORM COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE SITE, PLATFORM, MATERIALS AND SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE SITE, PLATFORM, MATERIALS OR SERVICES MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE THE SAME.

THE USE OF THE SITE AND PLATFORM, AND RECEIPT OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Content available through the Site sometimes represents views, opinions, and judgments of an information provider, site user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized eAssist spokesperson speaking in his/her official capacity. Please refer to any specific editorial policies posted on the Site or platform for further information, which policies are incorporated by reference into the Terms of Use.

You understand and agree that your data is being stored in the cloud and that temporary interruptions of the services available through the Site may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of the Site, and therefore, delays and disruption of other network transmissions are completely beyond our control.  You agree that you will not hold us accountable or liable for any of the occurrences described in this section.

eAssist reserves the right to do any of the following, at any time, without notice: (1) modify or change the Site, or any portion of the Site, and any applicable policies or terms and (2) interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

10. No Provision of Certain Advice or Services 

eAssist is not your accountant or lawyer, and use of the Site or platform, or receipt of any Services does not constitute the receipt of accounting or legal advice. If you have any accounting or legal questions, please contact your own accountant or an attorney. 

It is your sole responsibility to determine that the Site, platform and Services meet the needs of your business and are suitable for the purposes for which they are used.

You remain solely responsible for complying with all applicable accounting, tax, and other laws. It is your responsibility to ensure that your data storage and access through the Site, platform and Services complies with laws applicable to you (including any laws requiring you to retain records).

11. Limitation of Liability

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM RELIANCE ON INACCURATE CONTENT LISTED ON THE SITE OR LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR THE PLATFORM, OR RECEIPT OF THE SERVICES, OR USE OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE SITE OR PLATFORM.

YOU UNDERSTAND AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH OR DAMAGES OR LOSSES RESULTING FROM THE CONTENT, SITE, PLATFORM OR THE SERVICES IS TO CANCEL YOUR ACCOUNT AND TO DISCONTINUE YOUR USE OF THE SITE, PLATFORM, CONTENT, AND SERVICES. 

IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING EXCLUSIONS OF LIABILITY, WE, OUR AFFILIATES, OR ANY OF OUR EMPLOYEES, SERVANTS OR AGENTS IS LIABLE TO A USER FOR ANY AMOUNTS UNDER THESE TERMS OF USE UNDER ANY THEORY OF RECOVERY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, OUR (OR OUR AFFILIATES’, EMPLOYEE’S, SERVANT’S OR AGENT’S, AS APPLICABLE) TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID TO EASSIST FOR ANY SERVICES IN THE PREVIOUS THREE MONTHS.

YOU UNDERSTAND THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, WE WOULD NOT BE ABLE TO OFFER THE SITE OR PLATFORM OR ANY SERVICES, AND THAT SUCH EXCLUSIONS AND LIMITATIONS OF LIABILITY SHALL APPLY, EVEN IF THEY WOULD CAUSE YOUR REMEDIES UNDER THESE TERMS OF USE TO FAIL OF THEIR ESSENTIAL PURPOSE.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. Indemnification

You agree to defend, indemnify, and hold eAssist and our Affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of the Site, platform or Services. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, in which event you will cooperate with us in asserting any available defenses.

13. Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of the Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. 

Upon termination or suspension, regardless of the reasons therefore, your right to use the Site and platform and to receive the Services immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site or platform. We have no obligation to retain any Content provided by you. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

14. Dispute Resolution

  1. Non-binding Mediation. Any and all disputes arising from, or relating in any way to, these Terms of Use, the Privacy Policy, platform, any other agreement you have with eAssist, any Services, or your relationship with eAssist (including without limitation any claimed employment with eAssist or one of our affiliates), or the termination of your relationship with eAssist, and that involves eAssist and/or any affiliates, shareholders, members, managers, officers, directors or employees of eAssist, shall first be attempted to be resolved through good faith, non-binding mediation pursuant to the following terms: within ten (10) business days after notice of demand for mediation has been made by a party, the parties, or their counsel, shall in good faith discuss the issues involved, discuss a suitable mediator and mediation procedure, and agree on mediation rules particularly tailored to the matter in dispute, with a view to the dispute’s prompt, efficient, and just resolution, and the parties hereto shall conduct not less than four (4) hours of non-binding mediation on each such dispute, with such mediation to occur, unless otherwise required by applicable law, in the State of Utah. Unless otherwise required by applicable law, you and eAssist will each pay one-half of the mediator’s fees. Each of the parties expressly agrees that the mediation of any said dispute is an express precondition for proceeding with further legal action of each such dispute.
  2. Binding Arbitration. After such mediation of any dispute under Section 14(a) above, or in the case of a failure by any party to so mediate, except as prohibited by applicable law, you and eAssist agree that any dispute arising under or relating to these Terms of Use, the Privacy Policy, platform, any other agreement you have with eAssist, any Services, or your relationship with eAssist (including without limitation any claimed employment with eAssist or one of our affiliates), or the termination of your relationship with eAssist, must be submitted to and decided by binding arbitration before a single arbitrator in Utah County, Utah (unless applicable law requires a different location). The arbitration will be administered by Utah ADR Services in accordance with the provisions and procedures set forth in the Utah Uniform Arbitration Act, U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”) in effect at the time the arbitration is commenced.
  3. Arbitration Process and Rules. The arbitration required under Section 14(b) above will be conducted by an arbitrator selected by the parties from a Utah ADR Services panel of arbitrators, or, if they are unable to agree on the selection, by an arbitrator appointed by Utah ADR Services. Either party may be represented by legal counsel in the arbitration. Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery will be conducted in accordance with the Utah Rules of Civil Procedure; provided, however, that incorporation of those rules will not supersede the terms of these Terms of Use. The arbitrator may grant injunctions or other relief in the dispute, and will not otherwise be limited in the types of relief that can be granted through the arbitration. A written decision will be issued by the arbitrator that sets forth the essential findings and conclusions on which the arbitration award is based. Any arbitral award determination will be final and binding upon the parties. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You acknowledge that you may contact Utah ADR Services if there are questions about the arbitration process.
  4. Arbitration Costs.. Unless otherwise required by applicable law, you and eAssist will each pay one-half of the costs and expenses of the arbitrator. Subject to Section 15(i) below, each party to the arbitration will pay that party’s own counsel fees and expenses, provided that nothing in these Terms of Use will limit the arbitrator’s ability to provide any lawful remedy. Pursuant to Section 78B-11-105 of the Arbitration Act, in the event of conflict between the terms of these Terms of Use and the provisions of the Arbitration Act, the terms of these Terms of Use will control.
  5. IMPORTANT NOTICES. THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR AND EASSIST’S RIGHT TO A JURY TRIAL. BY AGREEING TO THESE TERMS OF USE AS DESCRIBED HEREIN, YOU VOLUNTARILY AND KNOWINGLY ENTER INTO THIS ARBITRATION PROVISION.
  6. No Class Action Claims or Actions. eAssist and you expressly intend and agree that each will forgo pursuing any covered dispute on a class, collective, or representative basis and will not assert class, collective, or representative action claims against the other in arbitration, court or otherwise. Each party shall only submit such party’s own, individual claims in arbitration, court or otherwise. Each party shall be entitled to seek dismissal of any class, collective, or representative claims that the other party attempts to bring and may assert these Terms of Use as a defense in any proceeding in which class, collective, or representative actions are brought.
  7. Exclusive Jurisdiction. Subject to all other portions of this Section 14 above, any legal action on any dispute arising under or related to these Terms of Use will be brought, and will be located, in the State of Utah only, and the applicable state and federal courts located in the State of Utah will have exclusive jurisdiction over any such action between you and eAssist and its enforcement. You and eAssist agree and consent to the exclusive jurisdiction of those courts, and to service of process in the manner provided for notices in Section 15(g) below.
  8. Timeliness of Claim. Any claim or cause of action brought by you against us or our affiliates must be instituted within one year after the claim or cause of action arises or it shall be deemed forever waived and barred.

15. Miscellaneous

  1. Governing Law. These Terms of Use and our Privacy Policy will be governed and construed in accordance with the substantive and procedural laws of the State of Utah, without giving effect to any choice of law provisions thereof and excluding the CISG (the United Nations Convention on Contracts for the International Sale of Goods). eAssist makes no representations that the Site, platform or any Services are appropriate or available for use outside of the United States.
  2. No Waiver, Entire Agreement. The failure of eAssist to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. Subject to any user or other agreement you may have with us, the Terms of Use constitute the entire agreement between you and eAssist with respect to the specific subject matter hereof, superseding any prior terms of use with respect to the Site.
  3. Modification. The Terms of Use may not be altered, supplemented, or amended by the use of any other document(s), except by way of updated or new terms of use issued by us in place of the Terms of Use. Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us.
  4. No Responsibility for Third Parties. You understand that eAssist may use third-party vendors and hosting partners to provide the necessary hardware, software, networking, cloud services, storage, and related technology required to run the Site and eAssist is not responsible for the shortcomings or failures of any such third parties.
  5. Immediate Account Termination for Abuse. Verbal, physical, written or other abuse (including threats of abuse or retribution) made or caused by you or your agents to any eAssist customer, employee, subscriber or platform user, member, or officer will result in your immediate account termination.
  6. Electronic Communications. You consent to receive communications from us electronically. You agree that all agreements with us can be entered into and signed electronically in accordance with applicable law, and all notices, and other communications that we provide to you electronically satisfy any legal requirement that such notice or other communications be in writing.
  7. Written Notice. Written notices required or permitted under the Terms of Use must be in writing and will be effective (a) three business days after deposit in the U.S. Mail, certified, return receipt requested, postage prepaid; (b) one business day after deposit with a reputable express next day courier providing written receipt of delivery; or (c) the business day immediately after receipt via email, in each case addressed to the parties as follows:
    If to eAssist:
    eAssist, Inc.
    665 West 750 North
    American Fork, UT 84003
    Email:[email protected]
    If to you:
    At the address or email listed on your eAssist account or that you otherwise provide to us.
  8. Password and Account Security. You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. Therefore, you must take steps to ensure that others do not gain access to your password and account. Except as expressly allowed under the Terms of Use, you may not transfer or share your account or subscription with anyone, and we reserve the right to immediately terminate your account if you do transfer or share your account.
  9. Attorneys’ Fees. In any action to enforce the Terms of Use or other dispute or action otherwise described in Section 14 above, the prevailing party will be entitled to costs and attorneys’ fees and costs.
  10. Assignment. You may not assign your rights and obligations under the Terms of Use to any party, and any purported attempt to do so will be null and void. We may freely assign our rights and obligations under the Terms of Use.
  11. Nondelivery or Delay. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Site, platform or any Services arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, pandemic, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
  12. Severability. If any part of the Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions hereof shall remain in full force and effect.

Do Not Sell My Personal Information (California)

For California Residents

Consumers residing in California have some additional rights with respect to their personal information under the California Consumer Privacy Act or (“CCPA”), including the ability to direct companies not to sell their personal data.

eAssist does not sell your data.  However, under the CCPA, the definition of a “sale” of data is broad and could potentially include sharing personal information necessary to provide you with personalized ads (even if we aren’t paid for sharing this information).  To ensure compliance with the CCPA, CA residents may opt-out of eAssist ever selling any of their data, however a “sale” is defined.

To opt-out of the selling of your data under the CCPA, you may (1) call  1-844-eAssist, (2) submit this webform, or (3) email [email protected] and make your request.  Once we receive any opt-out request, we will notify the requesting party of any questions or additional information required to verify the same, and we will otherwise process the request consistent with applicable law.

If an authorized agent is making any such request on behalf of a California consumer, that agent will need to provide us with reasonable proof of such representation and authorization.  Alternatively, the consumer can notify us via email at the email given above that he or she has appointed an authorized agent, and provide us with the name and contact information for such agent.

All California residents have the right not to receive discriminatory treatment for the exercise of privacy rights conferred by the CCPA.

For more information, please review our Privacy Policy, especially the portion for California residents.

If you have any questions or concerns about opting out, or if you have a disability and need to access this page or the opt-out form in a different way or format, please feel free to contact us any time at:

eAssist, Inc.
Address:665 West 750 North
American Fork, UT 84003;

Phone: 1-844-eAssist
Email: [email protected]















    I request that eAssist:



    1. The categories and specific pieces of personal information eAssist has collected about me (or sold, as applicable);

    2. the categories of sources from which the personal information is collected;

    3. the categories of third parties with whom eAssist has shared (or sold, as applicable) personal information about me;

    4. the categories of personal information eAssist has disclosed about me for a business purpose; and

    5. the business or commercial purpose for collecting (or selling, as applicable) personal information about me






    Book a Consultation