Last modified: June 14, 2016

Thank you for using Quintree Medical products and services ("Services"). The Services are provided by Quintree Medical LLC. ("Quintree Medical"), by using Quintree Medical Services, you are agreeing to these terms and agreeing to follow all Quintree Medical policies made available to you. Please read them carefully.

Using our Services

Quintree may provide diagnostic technology to the Provider and affiliated Clinic. The Clinic and Provider will be responsible for the acquisition, use, and function of any flexible fiber optic scopes with light source and video transmission capabilities (“Hardware”) and related matters; The Expert shall be advising the licensed medical professional conducting the procedure, and at no time is any patient/Expert relationship created. The Expert represents that he/she is a Board Certified Physician and shall maintain that certification. Expert shall immediately advise Quintree if he/she loses such certification and if Expert loses such certification Quintree shall have the right to immediately terminate this agreement with the Expert. Quintree does not, and will not perform any patient or related medical consultation and purely acts as the point of electronic facilitation between the Provider and Expert when the Provider and Expert are separately and individually members of the Quintree network of professionals (“Network”); Upon completing the registration and training process, Quintree agrees to provide the Expert access to the Quintree video transmission platform (the “Quintree Platform”). Providers at a Clinic within a state will have access to the Expert’s contact information. If the Expert is active on the system they may be selected by the Provider to consult on a Session. If they are not active, a Provider may choose to electronically contact the Expert to ascertain if and when a session can be initiated.

You agree not to misuse Quintree Medical Services. You agree not to interfere with Quintree Medical Services or try to access them using a method other than the interface and the instructions that Quintree Medical provides. You agree to use Quintree Medical Services only as permitted by law, including applicable export and re-export control laws and regulations. Quintree Medical may suspend or stop providing Quintree Medical Services to you if you do not comply with Quintree Medical terms or policies or if Quintree Medical is investigating suspected misconduct. Using Quintree Medical Services does not give you ownership of any intellectual property rights in Quintree Medical Services or the content you access. You agree to not use content from Quintree Medical Services unless you obtain permission from Quintree Medical or where Quintree Medical is not the owner of the content, from its owner or when otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in Quintree Medical Services. You do not have the right to remove, obscure, or alter any legal notices displayed in or along with Quintree Medical Services. Quintree Medical Services display some content that is not Quintree Medical's. This content is the sole responsibility of the entity that makes it available. Quintree Medical may review content to determine whether it is illegal or violates Quintree Medical policies, and Quintree Medical may remove or refuse to display content that Quintree Medical reasonably believe violates Quintree Medical policies or the law. But that does not necessarily mean that Quintree Medical reviews all content, so please don't assume that we do. In connection with your use of the Quintree Medical Services, Quintree Medical may send you service announcements, administrative messages, and other information. You may opt out of some of these communications.

Quintree Medical Account

You need a Quintree Medical Account in order to use some of Quintree Medical Services. You may create your own Quintree Medical Account, or your Quintree Medical Account may be assigned to you by an administrator, such as your employer. If you are using a Quintree Medical Account assigned to you by an administrator, different or additional terms may apply and your administrator may be able to access or disable your account. You are not permitted to create an account for someone without their prior consent nor are you permitted to install our software on someone's devices without their prior consent - to do so would be a violation of these terms and is against the law. If you learn of any unauthorized use of our software please notify Quintree Medical by calling 313-482-9460. If you learn of any unauthorized use of your password or account, please change your password immediately and notify Quintree Medical by calling 313-482-9460.

Privacy and Copyright Protection

Quintree Medical's privacy policies explain how we treat your personal data and protect your privacy when you use Quintree Medical Services. By using Quintree Medical Services, you agree that Quintree Medical can use your data in accordance with Quintree Medical privacy policies. Quintree Medical responds to notices of alleged copyright infringement and will terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. Quintree Medical provides information to help copyright holders manage their intellectual property online. If you think somebody is violating your copyrights and want to notify us, you can call 313-482-9460.

Your Content in our Services

Some of Quintree Medical Services allow you to submit content subject to the grants specified below. You retain ownership of any intellectual property rights that you hold in that content. When you upload or otherwise submit content to Quintree Medical Services, you grant Quintree Medical (and those parties Quintree Medical works with) a worldwide, unrestricted license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes Quintree Medical makes so that your content works better with Quintree Medical Services), communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving Quintree Medical Services, and to develop new ones. This license shall continue even if you stop using Quintree Medical Services. Some Quintree Medical Services may offer you ways to access and remove content that has been provided to that Quintree Medical Service. Also, in some Quintree Medical Services, there are terms or settings that narrow the scope of use of the content submitted in those Services. You must insure that you have the necessary rights to grant Quintree Medical this license for any content that you submit to Quintree Medical Services. You can find more information about how Quintree Medical uses and stores content in the privacy policy. If you submit feedback or suggestions about Quintree Medical Services, Quintree Medical may or may not use, at our sole discretion your feedback or suggestions without any obligation to you whatsoever.

License

Quintree hereby grants to the Provider and/or Expert a non-exclusive and non-transferable license and right to use the Quintree Platform only for his/her own use, only as part of the Network and only in accordance with the terms of and only during the term of this agreement or any renewals thereof. The Provider and/or Expert agree that Quintree Platform and all intellectual property rights therein are the exclusive property of Quintree and that neither the Expert, the Clinic or any Provider, etc. will have or acquire any rights therein except the non- exclusive license and then only as expressly provided herein. Quintree expressly reserves all other rights therein. The Parties acknowledge and agree that the services provided hereunder by Quintree are purely administrative in nature, and that Quintree does not provide medical advice or make clinical, medical or other professional decisions. The respective Provider and Expert roles are and shall be solely responsible for the conduct and content of their respective consultations, and Quintree shall not control, direct, influence, or otherwise interfere with their professional judgment.

Services

Quintree agrees to provide the Quintree Platform to connect the Expert and Provider so that they can conduct a remote Session. Expert agrees to use only the Quintree Platform for all its remote Sessions.

*The following pricing structure shall remain in effect unless other side deal overriding these is made*

1. Quintree will charge the provider $25 per session as a service fee - whether the provider uses Quintree sourced Expert or their own Experts.
2. A Quintree sourced Expert will charge the Provider $25.00 per Session initiated during the hours of 8:00am-5:00pm eastern Monday through Friday (“Regular Hours), excluding designated US federal holidays (* archives.gov/news/federal-holidays.html).
3. The Expert will charge the Provider $70.00 per Session initiated during hours not identified as Regular Hours.

Website access to Quintree’s secure Quintree Platform shall be initiated via the Provider or Expert’s desktop computer, tablet, mobile, or other secure device. Provider and Expert shall be responsible for assuring that its receiving equipment has a video transfer rate that is satisfactory and the screen large enough to view patient details. The Expert is responsible for accepting or rejecting an incoming electronic meeting request. The more active the Expert is on Quintree, the more Sessions will be promoted for the Expert.

The Session shall be a consultation between Provider and Expert in real time video and audio transmission. Expert shall provide Provider with a final written report of Expert’s findings for each Session within twenty four (24) hours of completing the Session. No video or audio data will be retained by Quintree or Expert.

Poor video transmission due to local Clinic technology issues or inadequate performance of the procedure by the Provider, as determined in the sole opinion of the Expert, shall qualify as a Session.

Suspension of Services

Quintree shall have the right to suspend the Provider or Expert’s services, including without limitation, access to Quintree Platform, if Quintree receives a complaint with respect to Provider or Expert. Quintree reserves the right to investigate and/or resolve the complaint to Quintree’s reasonable satisfaction or exercise its other rights hereunder.

Quality Assurance

The Expert and Provider share in the responsibility for obtaining meaningful results of diagnostic studies performed on patients. The Provider sees the patient face to face, converses with patient, and closely observes the patient, thus gathering pertinent clinical information. Formulating an interpretation requires the commitment and cooperation of the Expert and an ability to effectively transfer all pertinent clinical information from the Provider to the Expert. Expert agrees to establish protocols and workflow to ensure the transfer of such pertinent information from the Provider to the Expert during the Session.

The Expert and its Providers are entirely responsible for the quality of care related to the patient and the conduct of the diagnostic. Quintree provides electronic facilitation but is neither equipped nor able to opine on consultations or on the general competence of either Providers or Experts.

A request for a Session will begin once the Provider has captured and provided to Expert all relevant clinical information, made a preliminary diagnosis, and all other pertinent clinical signs and symptoms. Expert shall obtain relevant clinical information from Provider and Expert agrees to include gender, date of birth, primary complaint, reason for examination, and preliminary diagnosis as part the report of each Session.

Communication, via remote video technology is only as effective if the Expert obtains from Provider all key information and quality video that efficiently allows the Expert to opine accordingly.

Quintree reserves the right to conduct credentialing reviews of Experts and Providers and disable privileges for any Experts or Providers not trained or who fails to or is unable to use the Quintree Platform as required. Quintree uses a NCQA certified third party credentialing service for credentialing Experts on our Network. Quintree verifies the accuracy and completeness of their credentialing process to meet our own standards. Specific information regarding the credentialing process and requirements can be obtained through support@quintree.com.

HIPAA Compliance

During the course of performing the Provider and Expert may incidentally be exposed to Protected Health Information (“PHI”) as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Quintree and Expert agree to maintain the confidentiality of such information and not to disclose any such information to any person at any time including identifying any person as a patient who received services at the Expert except pursuant to an authorization for release of Health Information pursuant to HIPAA.

Payment

Expert shall charge the Provider the amount identified in Services on the time basis agreed (either per Session transacted or via monthly batch). For the convenience of Expert on behalf of Expert, Quintree will bill the Providers for Sessions conducted by Expert for Providers and for the Retainer and after receipt of payment from Providers and Clinics remit to Expert the amounts received on its behalf.

Compliance with Laws

All services rendered by Expert and its employees, contractors, and agents pursuant to this Agreement shall conform with and be in full compliance with all applicable laws, rules, ordinances and regulations adopted or required by any federal, state, or local government. Expert shall obtain all necessary permits and licenses required. Expert shall be entirely and solely responsible for the payment of all taxes pertaining to Expert, including but not limited to all employee and employer payroll taxes, contributions, and/or assessments, whether pertaining to federal, state, or local requirements, workers’ compensation insurance, or other insurance, for Expert and all of its employees, contractors, and agents providing the services.

Insurance

Upon execution of this Agreement and thereafter during the entire term of this Agreement and all renewals thereof, without limiting any liabilities or any other obligations of Provider and Expert, Provider and Expert shall purchase and maintain, at its sole cost and expense, Medical Malpractice liability insurance coverage of a minimum of $1 million per occurrence and worker's compensation and employer's liability insurance as required by the state where the services are performed. The insurance requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement.

Neither Quintree, nor its employees, officers or directors, carries or shall have any responsibility or duty to the Expert or Provider for Medical Malpractice coverage. Neither Quintree, its employees , officers or directors shall come into contact with the patient during the Session. In the event a patient (participating at the direction of the Expert and Provider) is referred to the Expert for subsequent follow-up, this is also strictly outside the responsibilities and duties of Quintree.

Independent Contractor Status

The parties intend this Agreement to create an independent contractor relationship. Neither Expert nor its employees, contractors, or agents are to be considered employees, contractors, or agents of Quintree for any purpose, including that of federal and state taxation, federal, state and local employment laws, or employee benefits. Expert does not require and Quintree shall not provide services exclusively to Expert. Expert shall complete its services according to its own means and methods of work, which shall be in the exclusive control of Expert and which shall not be subject to the control or supervision of Quintree, including standards of professionalism, quality control, service and responsiveness.

Provider and Expert, not Quintree, shall furnish all labor, tools, equipment, licenses, and registrations necessary to perform its services. Quintree may, at its discretion, furnish software technology or other materials to Expert as Quintree deems necessary for the purposes of performing the Quintree Platform services.

Compliance with Health Care Regulations

Expert hereby expressly represents and warrants to Quintree that Expert, its signature authorities, and the immediate family or household members of those signature authorities have not been placed on the sanctions list issued by the Office of the Inspector General of the Department of Health and Human Services pursuant to provisions of 42 U.S.C. §1320 a.7 or been excluded from government contracts by the General Services Administration (GSA). Further, if, during the term of this Agreement, Expert, its signature authorities, or any immediate family of Expert’s signature authorities is placed on the sanctions list, Expert shall immediately notify Quintree in writing of the event and such notice shall contain reasonably sufficient information to allow Quintree to determine the nature of the sanction.

Quintree shall have the right to cancel this Agreement immediately by written notice to Provider and or Expert if Provider or Expert or any family or household member of Provider or Expert is placed on the sanctions list or banned from government contracts by GSA. Expert agrees until the expiration of four (4) years after the furnishing of service under this Agreement, to make available upon written request, to the Secretary of Health and Human Services or upon request, to Comptroller General of the United States of America or any of their duly authorized representatives such contract(s) and books, documents and records as are necessary to certify the nature and extent of reimbursable costs under the Medicare laws.

Indemnification

Expert shall indemnify, defend, save and hold Quintree harmless, and its respective directors, officers, officials, agents, parent, subsidiaries and employees from and against any and all claims, demands, actions, liabilities, damages, losses, or expenses (including court costs, attorney’s fees, and costs of claim processing, investigation and litigation) for personal injury (including death) or property damage caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Expert or any of Expert’s officers, directors, officials, volunteers, agents, contractors, or employees. This indemnity includes any claim or amount arising or recovered under Worker’s Compensation Law or arising out of the failure of Expert to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.

Survival

All provisions that logically ought to survive termination of this Agreement shall survive.

Termination on Insolvency

To the extent permitted by law, this Agreement shall terminate upon the initiation by or against either party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of a party’s debts, upon either party making an assignment for the benefit of creditors, or upon either party’s dissolution or cessation of business.

Notices. Any notice shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; or (c) by certified or registered mail, return receipt requested, upon verification of receipt.
To Quintree:
Quintree Medical, LLC
Attention: General Counsel
30665 Northwestern Highway, Suite 100, Farmington Hills, MI 48334

Governing Law and Forum; Legal Fees

The laws of the State of Michigan shall govern this Agreement. Each of the Parties irrevocably consents to the exclusive jurisdiction of the federal and state courts located in Michigan for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or judgment, such personal jurisdiction shall be nonexclusive. If any dispute arises between the Parties with respect to this Agreement which leads to a proceeding to resolve such dispute, the prevailing Party shall be entitled to receive reasonable attorneys' fees, expert witness fees and out of pocket costs incurred in connection with such proceeding in addition to any other relief to which such prevailing Party may be entitled.

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

Waiver

No term or provision hereof will be considered waived and no breach excused unless the waiver or consent is in writing signed by the aggrieved Party. The waiver or consent to a breach shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach. By accepting late or otherwise inadequate performance of any of Expert obligations, Quintree shall not waive its rights to require timely performance or performance that strictly complies with this Agreement in the future.

Limit of Liability

IN NO EVENT SHALL QUINTREE BE LIABLE IN CONTRACT, TORT OR OTHERWISE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ECONOMIC DAMAGE OR LOST PROFITS, REGARDLESS OF WHETHER QUINTREE SHALL BE ADVISED, SHALL HAVE ANOTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY.

Successors and Assigns

This Agreement shall not be assignable by Expert without the written consent of Quintree. This Agreement will be binding on successors, heirs, and permitted assigns.

Entire Agreement

This Agreement constitutes the entire agreement with respect to the subject matter herein and supersedes all prior or contemporaneous oral or written agreements concerning such services.

Payments and Sessions

Each Session conducted will be tracked for month end payment from Provider to Expert. Retainers will be paid at month end as well. Activities in the current calendar month will be paid on/about the last day of the subsequent calendar month.

About Software in our Services

When a Quintree Medical Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Quintree Medical Services may let you adjust your automatic update settings. Quintree Medical gives you a personal, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Quintree Medical as part of the Quintree Medical Services in specified countries and or territories. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Quintree Medical Services as provided by Quintree Medical, in the manner permitted by these terms. You agree you will not copy, modify, distribute, sell, or lease any part of Quintree Medical Services or included software, and you agree not to reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have written permission from Quintree Medical. Your license shall automatically terminate when you stop using Quintree Medical Services or if Quintree Medical stops or suspends providing its services to you. Open source software is important to Quintree Medical. Some software used in Quintree Medical Services may be offered under an open source license that Quintree Medical will make available to you. There may be provisions in the open source license that expressly override some of these terms.

Modifying and Terminating our Services

Quintree Medical is constantly changing and improving its Services. Quintree Medical may add or remove functionalities or features, and Quintree Medical may at any time suspend or stop a service altogether. You can stop using Quintree Medical Services at any time. Quintree Medical may also stop providing Services to you, or add or create new limits to Quintree Medical Services at any time. You own your data and preserving your access to such data is important. If we discontinue a service, where reasonably possible, Quintree Medical will give you reasonable advance notice and a chance to retrieve your data out of that service.

Service Level Agreement

Our service relies on Amazon Web Services for our infrastructure needs and therefore we have chosen to match their service level for our customers: Amazon EC2 Service Level Agreement

Quintree Medical Warranties and Disclaimers

We provide Quintree Medical Services using a commercially reasonable level of skill and care. But there are certain things that Quintree Medical does not promise about Quintree Medical Services.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER QUINTREE MEDICAL NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES, INCLUDING WITHOUT LIMITATION ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. QUINTREE MEDICAL PROVIDES THE QUINTREE MEDICAL SERVICES "AS IS". SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, QUINTREE MEDICAL EXCLUDES ALL WARRANTIES BOTH EXPRESSED OR IMPLIED.

Liability for Quintree Medical Services

YOU AGREE THAT QUINTREE MEDICAL, ITS OFFICERS, EMPLOYEES, AGENTS, QUINTREE MEDICAL'S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF QUINTREE MEDICAL, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID QUINTREE MEDICAL TO USE THE QUINTREE MEDICAL SERVICES (OR, IF QUINTREE MEDICAL CHOOSES, TO SUPPLYING YOU THE SERVICES AGAIN). IN ALL CASES, QUINTREE MEDICAL, ITS OFFICERS, EMPLOYEES, AGENTS AND QUINTREE MEDICAL SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OR INJURY WHETHER OR NOT IT IS REASONABLY FORESEEABLE. NO MATTER WHETHER BASED ON WARRANTY, CONTRACT TORT, OR ANY OTHER THEORY, QUINTREE MEDICAL, ITS OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR DISTRIBUTORS SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTION OR CESSATION OF QUINTREE MEDICAL SERVICES, ANY MISTAKES OR OMISSIONS OF YOUR CONTENT OR ANY VIRUS, BUGS, ETC TRANSMITTED OR THROUGH QUINTREE MEDICAL SERVICES.

Business uses of our Services

If you are using Quintree Medical Services on behalf of a business, by your use on behalf of a business, that business accepts these terms of service set forth herein. You and that business hereby agree to hold harmless and indemnify Quintree Medical and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of Quintree Medical Services or violation of the terms set forth herein, including but not limited to any liability or expense.

About these Terms

Quintree Medical may modify these terms or any additional terms that apply to Quintree Medical Service to, including without limitation, to reflect changes to the law or changes to Quintree Medical Services. You should review the terms regularly. Quintree Medical will post notice of modifications to these terms on this page. Quintree Medical will post notice of modified additional terms in the applicable service. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a service, you should discontinue your use of that service. If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict. These terms control the relationship between Quintree Medical and you. They do not create any third party beneficiary rights. If you do not comply with these terms, and we don't take action right away, this doesn't mean that we are giving up any rights that Quintree Medical may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. You agree that the terms of this service and any rights or licenses granted hereby may not be transferred or assigned by you, but shall be assignable and transferrable by Quintree Medical without restriction. The laws of Michigan, U.S.A., will apply to any disputes arising out of or relating to these terms or the Services. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts of Oakland, Michigan, USA, and you and Quintree Medical consent to personal jurisdiction in those courts.