Encounter Health^™ Content Library

Sign-up Form

To add the Encounter Health content library to your website simply complete the form below. The fee for account activation is $500, hosting $50 per month for up to 5 physicians. Have more physicians or are you a hospital? Please contact us for pricing.
Full Name: *
Practice/Hospital: *
Billing Address: *
City: *
State: *
Zip Code: *
E-mail Address: *
Phone Number: *
Website Address: *
Representative Name: * (da Vinci, Endogastric Solutions, Acclarent, BARRX, Stereotaxis )
Web Server / Language: * Apache & PHP 5 (server requirements) IIS & ASP.NET (server requirements)
Desired Content Group(s): *
Acclarent - Balloon Sinuplasty Hologic - Novasure Endogastric Solutions - TIF BARRX Reach - Halo RFA Stereotaxis Conceptus Inc. - Essure Ethicon Women's Health & Urology - Gynecare Thermachoice^® Uterine Balloon Therapy System Avantis Medical Systems - Third Eye Colonoscopy
da Vinci^® - Gynecology da Vinci^® - Urogynecology da Vinci^® - Urology da Vinci^® - Cardiac da Vinci^® - Thoracic da Vinci^® - Head and Neck da Vinci^® - General Surgery da Vinci^® - Colorectal
Please review the Encounter Health License Agreement below:
CONTENT SYNDICATION & LICENSE AGREEMENT

THIS AGREEMENT is made by "Company" and Practis, Inc., a US, North Carolina corporation with offices at 8720 Red Oak Blvd Suite 220, Charlotte NC 28217 ( Content Provider") (collectively the Parties").

W I T N E S S E T H:

WHEREAS, Content Provider is the owner and exclusive licensee of Encounter Health™, content distribution system ("Content Library") for Encounter Health  Content ("Content"); and 

WHEREAS, Content Provider wish to distribute the Content through Company website

NOW, THEREFORE, in consideration of the promises and the mutual covenants of this Agreement, the parties hereto agree as follows:

1. SYNDICATION & LICENSE 

A. 		Subject to the terms and conditions of this Agreement, Content Provider hereby grants to Company for the Term of this Agreement as recited herein a non-exclusive license to use the Content Library and to use, incorporate, transmit and publicly display Content on Company website subject to the terms of this Agreement.  

B. 	It is further understood and agreed that Company does not possess any other rights to use or share the Content without express written consent from Content Provider. Company will abide by the Terms of Use as identified in Exhibit B. 

C.		Content Provider may share generic non-confidential data regarding Content Library traffic with its partners and or providers.

2. COMPENSATION

A. 		Upon contracting with Company, Content Provider will invoice and collect in advance all licensing fees as identified in Exhibit B from Company. Invoicing will be in advance for the upcoming period for all license fees according to Content Providers current fee schedule. 

B. Company agrees that license fee may be increased by Content Provider upon thirty (30) days advance written notice to Company. Company may terminate this Agreement in the event that Company does not agree to any increased fees.  In the event that Company fails to terminate the Agreement after any fee increase, Company shall be deemed to have agreed to the increased fees set forth in the notice.

C. 		Licensing fees that are not paid by client within 45 days of invoicing will receive a follow-up call and a dunning letter. In the event that the fees are not paid within 60 days from invoicing, the Content Provider shall terminate the Content delivery and/or access to the Content Library. Content Provider's denial of access to the Content Library to any Company website shall not be considered a breach of this Agreement. Content Provider reserves the right to impose a $75 fee for account reactivation. 

D. 	Company shall pay or reimburse Content Provider for all sales, use, transfer, privilege, excise and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by Content Provider under this Agreement; excluding, however, income taxes on profits which may be levied against Content Provider.

3. 		CONTENT PROVIDER'S RIGHTS AND RESPONSIBILITIES

A. 		Content Provider will provide to Company online access to the Content Library, which will comply with the description and technical specifications attached hereto as Exhibit A 

B. 		Content  Provider  will  have  sole  control  and  responsibility  over  the  maintenance of the information contained in the Content Library.  Content Provider agrees that all updates to the content will be provided by the Content Provider at its discretion via an API interface in real time. 

C.		Content Provider may alter the Content without Company's prior written consent. 

4. 		COMPANY'S RIGHTS AND RESPONSIBILITIES

A.		Company  may  incorporate  the  Content  into  pages  on  Company Web  site (the "Content Pages").

B.		Company will provide prominent notice and attribution to Content Provider on Content Library pages, including, but not limited to a notice on the Company Client's Content Pages with the words,  "Powered by Encounter ™ Health" written in text and WITH links to practisinc.com or any URL designated by Content Provider,

C.		 The Company will have control over the look and feel of the Content and will have sole responsibility for providing, hosting and maintaining the Web site.  Company shall not change, modify or otherwise alter the substance of any Content provided under this Agreement.  Company shall include restrictions on the use, modification or alteration of the Content as outlined in this Agreement, in its contracts and agreements with Company's Clients.

D. 		 The Company will notify Content Provider when a change of the number of physicians who utilize the Content Library. Information provided will include client name, URL, address, number of physicians, go live date.


5. OWNERSHIP

A.Content  Provider  shall  retain  all  right, title  and  interest in  and  to the respective  Content (including, but not limited to, ownership of all copyrights and other intellectual  property  rights  therein), as  well  as  all right, title  and  interest  in  and  to any respective trademarks, service marks and trade names worldwide, including any goodwill associated therewith, subject  to  the  limited  license  granted  to  Company  hereunder. Any  use  of  any  such trademarks by Company shall inure to the benefit of Content Provider and Company shall  take no action that is inconsistent with Content Provider's ownership thereof. 

B.Company acknowledges and agrees that except as expressly provided, this agreement (including any schedules) does not include the right to resell, distribute, redistribute, sell, transfer, lease, assign, sublicense to others the use of, or otherwise make available the Content, or any rights to use or publish the Content for any other commercial purposes, except as specifically set forth in this Agreement.

C.Each  party  hereby  grants  to  the  other  a  non-exclusive, limited  license  to  use  its trademarks, service  marks  or  trade  names  only  as  specifically  described  in  this Agreement.  All  such  use  shall  be  in  accordance  of this agreement and with each  party's  reasonable  policies regarding advertising and trademark usage as established from time to time.

D.Company agrees not to make new protocols or care advice content based upon information set forth in the Content, either during the term or following the expiration or termination of this Agreement, without Content Provider's prior written consent.  

6. TERM 

This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the date of execution by both Parties and shall be remain in effect unless  either party  notifies  the  other  in  writing  of  its  intention  not  to  renew  the  Agreement. Such notification to be provided at least thirty (30) days prior to the desired date of expiration.

7. TERMINATION

A. 		This Agreement may be terminated by either party upon fifteen (15) days written notice to the other party in the event of a material breach of this Agreement by the other party, provided that, during the fifteen (15) day period, the breaching party fails to cure such breach.

B. 	This Agreement may be terminated by either party at any time, and for any reason, whatsoever, during the term herein upon at least one hundred twenty (120) days prior written notice to the other party.   

8. EFFECT OF TERMINATION

Upon termination or expiration of this Agreement, all rights granted herein shall revert to their  original  owner, and  all  payments  that  have  accrued  prior  to  the  termination  or expiration of this Agreement will be payable in full within thirty (30) days thereof. All Content shall be disabled or removed from Company Client's web pages within 5 days of the termination of this Agreement.
the branding will be mutually determined by Content Provider and Company.  

9. WARRANTY AND INDEMNITY

A.		Content  Provider  warrants  that  it  is  the  sole  and  exclusive  owner  (or  licensee with right to sublicense) of Content Library provided to Company hereunder, and warrants  that the Content Library will comply with the description and technical  specifications contemplated by this  Agreement. However, Content Provider does not warrant that the Content it hosts is error free.

B. 		The Company will indemnify, defend and hold harmless Content Provider, its affiliates, Practis, Inc., its officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including but not limited to, attorneys fees) arising from its breach of this Agreement, or any claim arising from changes in the lay-out of the Content and any claim arising from Company's way of displaying, using or integration of the Content, however not for the Content itself.
C. 	Content Provider indemnifies Company and holds Company harmless for from any and all third party claims, liability, damages and/or costs (including but not limited to, attorneys fees) arising from its breach of this Agreement, or any claim arising from changes in the lay-out of the Content and any claim arising from Content Providers's way of displaying, using or integration of the Content, however not for the Content itself.
D. 	Content Provider shall have no liability for unauthorized access to, or alteration, theft or destruction of, the web site or Company's data files, programs or information through accident, fraudulent means or devices. Content Provider shall have no liability with respect to Content Provider's obligations under this agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Content Provider has been advised of the possibility of such damages. In any event, the liability of Content Provider to Company for any such reason and upon any cause of action shall be limited to the amount actually paid to Content Provider by Company under this agreement during the (3) months immediately preceding the date on which such claim accrued. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.

E. 		EXCEPT AS SPECIFIED IN THIS AGREEMENT, CONTENT PROVIDER MAKES NO WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY  AND  FITNESS  FOR  A  PARTICULAR  PURPOSE REGARDING SUCH SUBJECT MATTER.
.
10. JURISDICTION/DISPUTES

This Agreement shall be governed in accordance with the laws of the State of North Carolina. All disputes under this Agreement shall be resolved by litigation in the courts of the State  of  North Carolina  including  the  federal  courts  therein  and  the  Parties  all  consent  to  the exclusive jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

11. AGREEMENT BINDING ON SUCCESSORS

The provisions of the Agreement shall be binding upon and shall inure to the benefit of  the Parties hereto, their heirs, administrators, successors and assigns.

12. ASSIGNABILITY

Company may assign this Agreement and its obligations hereunder to any successor to its business by merger or consolidation on the condition that Company will hold at least 60% of the shares in that party .Content Provider herewith explicitly accepts such assignment or transfer of agreement.

13. WAIVER
No  waiver  by  either  party  of  any  default  shall  be  deemed  as  a  waiver  of  prior  or subsequent default of the same of other provisions of this Agreement.

14. SEVERABILITY

If  any  term, clause  or  provision  hereof  is  held  invalid  or  unenforceable  by  a  court  of competent jurisdiction, such invalidity  shall not  affect  the  validity or  operation of  any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.


15. INTEGRATION

This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may conflict with this Agreement.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have  each caused to be affixed hereto its or his/her hand on the day indicated.
EXHIBIT A

Content Library Description

The Encounter Health Content Library, is a comprehensive library of topics on procedures and conditions as well as video and brochure assets.

Technical Description

The Encounter TM Health CSS API is an application programming interface using the REST protocol.  It is available via HTTP allowing programmatic access to the Encounter Health  Content Library and metadata. Access to the API is provided on a per client website basis using provided authentication and access information.

Content is delivered in XML format that can be processed according to client website specifications.  Provided documentation comprises available methods and returned XML structure.  The API version of the Encounter Health adheres to World Wide Web Consortium (W3C) standards and contains valid XML documents.

Approved utilization of Encounter Health and API is provided through an API Key associated with a single client website as configured for authorized content syndication.  Utilization is intended for a single website instance and may not be deployed for use on multiple websites.  Content may not be redistributed in any manner. 

Terms of Use

Practis grants your organization the right to the use of the Content Library associated with the Encounter Health API Software under the following conditions:

The Software must reference "Powered by Encounter Health TM". The Encounter Health TM  name and hyperlink back to www.practisinc.com must always be used in any public reference to the Software.
All published content must reference the Encounter Health program with a link back to program website .
Your organization agrees to use the name Encounter Health TM name to identify information from the Software by placing reference at the bottom of each topic when it is displayed. 
Any exceptions to the Use of the Encounter Health guidelines must be approved in writing by Practis prior to implementation.
The content delivered through the Encounter Health TM System shall not be redistributed to an unauthorized third party, service, website or domain name.
Your organization shall not select, adopt or use a domain name or uniform resource locator (URL) or any portion thereof, the same as or confusingly similar to any Practis and or Encounter Health TM trademark.

Content Integrity

When implementing the Encounter Health Content Library, there are certain considerations to ensure that the information is presented in a manner that maintains its integrity. Maintaining this integrity is important to ensure that the information is presented in its correct context.

No changes can be made to content in the Encounter Health Content Library unless approved in writing by Practis.
At a minimum, a link to view terms of use must be present on every page of medical information from the Encounter Health Content Library. The disclaimer can be in small print and may be appropriately placed at the bottom of the page.
* I authorize the configuration of Encounter Health and agree to fees identified above.
* I acknowledge and agree to the terms of the Encounter Health License Agreement.
Confirm Full Name: *
* Denotes required fields.
By clicking 'Submit' below you are agreeing to the Encounter Health License Agreement.
Encounter Health™ Content Library

Sign-up Form

Apache & PHP 5

IIS & PHP 5

IIS & ASP.NET

content

Encounter Health^™ Content Library
