BREG VISION EXPRESS SERVICES AGREEMENT

 

RECITALS

 

A. Practice is an [professional corporation] that provides orthopedic medical services through its licensed employees.

 

B. BREG is a manufacturer of orthopedic rehabilitation products and offers orthopedic practice solutions. BREG offers inventory management services through the use of a web based advanced inventory management system called BREG Vision Express Web Based System as further described in Schedule 1 attached hereto and incorporated herein by reference.

 

C. Practice desires to use such BREG Vision Express Web Based System, including, without limitation, any software, program data, content and documentation made available by BREG to Practice for access and use of such BREG Vision Express Web Based System (collectively, the “BREG Vision Express Web Based System”) pursuant to the terms and conditions contained in this Agreement.

 

NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for their mutual reliance, the Parties agree as follows:

 

1. Limited License and Services Provided by the BREG Vision Express Web Based System;.

 

1.1 Limited License. BREG will provide Practice with access to the BREG Vision ExpressExpress Web Based System via the internet at a URL as determined (and may be changed from time to time) by BREG in its sole discretion, and BREG grants Practice, during the term of this Agreement pursuant to Section 4 hereof and under the terms and conditions set forth in this Agreement, a limited, non-exclusive, revocable, non-assignable, non-transferable, non-sublicense license to so access and to use the BREG Vision Express Web Based System solely as a tool designed to allow Practice to manage location information, vendors, products and pricing for the purpose of managing the dispensing and purchasing of inventory as intended by BREG. Practice may not provide any third party (other than its designated employees as part of their employment for Practice) with access or use of the BREG Vision Express Web Based System or any part thereof.

 

1.2 Login Information. Practice will receive a login identity or username and password for accessing the BREG Vision Express Web Based System via the internet at a URL as determined (and may be changed from time to time) by BREG in its sole discretion (collectively, “Login Information”). BREG may require Practice to change the Login Information upon request, in which case Practice shall change the Login Information and all obligations regarding same shall apply immediately to the Login Information as changed. Practice and its employees may only log in to access and use the BREG Vision Express Web Based System with the Login Information provided to Practice. Practice may not share any of the Login Information with any other person or permit any other person to access, know and/or use any of the Login Information, except solely with those employees that are authorized to access and use the BREG Vision Express Web Based System under the terms and conditions of this Agreement, provided, however, that each such employee shall be required by Practice to comply fully with the confidentiality and secrecy obligation and use restrictions set forth in this Agreement.

 

1.3 Maintenance and Support Terms. BREG agrees to provide Practice with reasonable maintenance and support services as set forth in the Maintenance and Support Terms attached hereto and incorporated herein by reference as Schedule 2 as necessary to correct any material defect, error or malfunction to the extent arising from any defect or error in the functionality of the BREG Vision Express Web Based System as residing on BREG’s server. BREG shall have no obligation or liability in connection with any interference, lack of access or use, errors, defects or malfunction, including, but not limited to, any interference with the access, use or functionality arising from any connection or connectivity, non- or insufficient compatibility of Practice’s hardware, software, connections, systems, methods, methodology, data or processing with the BREG Vision Express Web Based System or any of its software, data, processing, methods or methodology. BREG shall not be obligated, and nothing in this Agreement or its performance shall cause BREG to be obligated, to provide any services other than the maintenance and support services under the terms of this Section 1.3.

 

1.4 Modifications to the BREG Vision Express Web Based System. BREG may at any time, without notice to Practice, update, upgrade, modify, change or add to the BREG Vision Express Web Based System or any part thereof, and add, delete or change features or parts of the BREG Vision Express Web Based System, and provide or implement patches, error corrections, or fixes. Any such update, upgrade, modification, change, addition, or deletion may change any of the requirements for Practice to be able to access or use the BREG Vision Express Web Based System as intended, in which case the provisions in Section 2.5 shall apply to achieve continued compatibility and meet the requirements for access and use of the BREG Vision Express Web Based System.

 

2. Obligations of Practice.

 

2.1 Downtime. Practice acknowledges, accepts and agrees that access and use of the BREG Vision Express Web Based System may be subject to interruptions and interferences. BREG may, from time to time, take down or shut down access to the BREG Vision Express Web Based System, or parts thereof, for testing, maintenance, repair, service or other reasons as BREG may deem necessary (“Downtime”). Practice acknowledges that, during any Downtime, it and its employees may not be able to access and use some or all parts of the BREG Vision Express Web Based System. If unscheduled downtime occurs for a period longer than 48 hours, BREG will pro-rate the usage fee accordingly. In addition, BREG will assist the account with a manual process to manage their inventory.

 

2.2 Feedback. Practice will fully cooperate, answer questions and provide feedback, and will ensure that its employees and staff fully cooperate, answer questions and provide feedback, to BREG in connection with the Services provided by BREG as well as modifications to the BREG Vision Express Web Based System.

2.3 Patient Choice. The Parties acknowledge the right of Practice’s patients to select the orthotic supplier of their choice. Consistent with this right, Practice physicians will inform all patients of their right to select their orthotic supplier and Practice’s physicians will honor the patient’s choice.

 

2.4 Non-Exclusion. Practice represents and warrants to BREG that neither it nor any of its employees, officers, directors, owners or affiliates (a) is or has been excluded from participation in any federal health care program, as defined under 42 U.S.C. Section 1320a-7b(f), for the provision of items or services for which payment may be made under such federal health care programs, or (b) has arranged or contracted (by employment or otherwise) with any employee, contractor or agent that such Practice or its affiliates knows or should know is excluded from participation in any federal health care program to provide items or services hereunder.

 

2.5 Equipment and Connectivity. Practice is solely responsible for purchasing, procuring, establishing, installing and maintaining at its sole cost and expense all software (including, without limitation, any and all licenses or other rights necessary for using such software), hardware, mobile computers, communication, internet access and connection (whether through telephone, cable, DSL, T1, ISDN, or any other form or type of access, connection or connectivity), electricity, and any other accessories and prerequisites that are or may be necessary for the access and use of the BREG Vision Express Web Based System, and neither BREG nor any licensor or contractor of BREG shall be liable for, or obligated to pay or reimburse Practice or any third party for, any costs, charges, fees, taxes, rates, or other payments incurred or made therefor or in connection therewith.

 

2.6 Data and Information. Practice may, to the extent permitted by the purposes for which the access and use of the BREG Vision Express Web Based System licensed and provided to Practice hereunder, upload, enter and furnish data and information, including, without limitation, data and information consisting of or containing personally identifiable health, credit and other information and data (the “Data”), and store, as permitted by the BREG Vision Express Web Based System, Data on a server controlled by BREG. Practice may upload, enter, and furnish any Data solely in accordance with any applicable law, including, without limitation, the Health Insurance Portability and Accountability Act (HIPAA), any regulations issued pursuant thereto, and any other privacy or health-care regulatory law, and to obtain any consent or approval from any individual or entity necessary under any applicable Law for uploading, entering, or furnishing any Data. Practices is solely responsible and liable for ensuring compliance with any applicable law in connection with the uploading, entering and/or furnishing of any Data, and shall defend, indemnify and hold harmless BREG and any affiliate, officer, employee, agent, licensor and contractor of BREG from and against any claim, lawsuit, and other proceeding, and any damages, liabilities, judgement, penalty, cost and expense arising from or in connection with any violation, compliance or non-compliance of such applicable law.

 

2.7 Limitations. Practice will not, directly or indirectly, (i) assign, sublicense, transfer, pledge, lease, rent, sell or share the BREG Vision Express Web Based System or permit any person not authorized under this Agreement any access or use thereof; (ii) copy or reproduce any

information, work, data or other content of the BREG Vision Express Web Based System except to the extent necessary as part of accessing and using the BREG Vision Express Web Based System as permitted under this Agreement; (iii) cause, undertake or permit any unauthorized access or use, or any interference with, the BREG Vision Express Web Based System or any part thereof; (iv) access or use the BREG Vision Express Web Based System for the purpose of or in connection with any violation of any applicable law, or the infringement of any copyright, patent, trademark, trade secret, or other right of any kind; and/or (v) take any action to circumvent, manipulate, change or defeat any download or copy protections, firewalls, virus, spam or similar screening, or security or content usage rules, programs or features in connection with the BREG Vision Express Web Based System, and/or any access to or use of the BREG Vision Express Web Based System. Without affecting any of the foregoing prohibitions or other specific prohibitions set forth in this Agreement, in case of doubt, any use not specifically permitted under this Agreement shall be deemed prohibited.

 

3. Compensation.

 

3.1 Service Fee. Practice agrees to compensate BREG for the Services described in this Agreement. The Vision Express service fee is $100 per month. Upon cancellation of your Vision Express service, there will be no refunds of monthly charges. If you have already paid for or used your site for that month, you will be billed your entire monthly service fee for the usage.

 

In addition, if live support is needed there will be a $50/per incident charge to cover the cost of that support. Online support is included with the service fee to provide instruction and enable the Practice to troubleshoot any issues.

3.2 Basis for Compensation. The Parties acknowledge and agree that the compensation set forth herein represents the fair market value of the Services negotiated in an arm’s-length transaction and has not been determined in a manner that takes into account the volume or value of referrals or business, if any, that may otherwise be generated between the Parties. Nothing contained in this Agreement will be construed in any manner as requiring Practice to purchase any orthopedic products or supplies from, or otherwise refer any business to, Breg. Practice’s physicians should use their professional judgment in recommending and prescribing orthopedic products and supplies in the best interest of their patients. The Parties further agree that this Agreement does not involve the counseling or promotion of a business arrangement that violates federal or state law.

 

4. Term and Termination.

 

4.1 Term. The initial Term of this Agreement shall be month-to-month commencing on the Effective Date set forth above. Thereafter, renewal of the Term of this Agreement shall be automatic unless written notice of a Party’s intention to terminate is received by the other Party at least thirty (30) days prior to expiration. The Agreement shall continue in effect as set forth herein unless otherwise modified or terminated.

 

4.2 Termination.

 

(a)          Termination by Mutual Agreement. This Agreement may be terminated

immediately upon mutual written agreement of the Parties.

 

(b) Termination by Either Party For Cause. If either Party materially defaults in the performance of any material covenant, agreement, term or provision of this Agreement to be performed by it and such material default continues for a period of thirty (30) days after written notice is delivered to the breaching Party from the other Party stating the specific default, then the non-breaching Party may terminate this Agreement by giving notice thereof to the breaching Party.

 

(c) Termination by BREG without Cause. This Agreement may be terminated by BREG at any time with 30 days prior written notice to Practice.

(d)          Effect of Termination. Termination of this Agreement will not release or

discharge either Party from any obligation, debt or liability which has previously accrued and remains to be performed upon the date of termination.

 

5. Compliance with Laws. Each Party will at all times comply with all applicable federal and state laws, rules, regulations and guidelines pertaining to the Services, including but not limited to: (a) the disclosure requirements and self-referral prohibitions of the Federal Ethics in Patient Referrals Act, 42 U.S.C. § 1395nn (the “Stark Law”) and any applicable state self-referral laws, (b) the federal anti-fraud and abuse statute, 42 U.S.C. § 1320a-7b(b) (the “Anti-Kickback Statute”) and any applicable state anti-kickback laws; and (c) the patient privacy requirements set forth in the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations at 45 C.F.R. Parts 160 and 164 and any applicable state patient privacy laws.

 

6. Confidential Information; Intellectual Property.

 

6.1 Nondisclosure. Each Party will, during the Term of this Agreement and at all times thereafter, treat as confidential and not disclose, publish or otherwise make available to the public or to any individual, firm or corporation any Confidential Information (as hereinafter defined).

6.2 Confidential Information Defined. For the purposes hereof, the term “Confidential Information” of a Party will mean all information concerning or related to the products, projects, activities, business or affairs of such Party and its subsidiaries, or affiliates, including, without limitation, all information concerning trade secrets, products, projects, continuing development, improvements and/or updates to the BREG Vision Express Web Based System; any and all information concerning projects in research and development or marketing plans for any such products or projects; sales and financial information; customer and supplier lists; and any and all information of BREG or provided by BREG via the BREG Vision Express Web Based System shall be deemed to be Confidential Information of BREG; provided, however, that the term “Confidential Information” of a Party will not include information that (a) is or becomes generally available to the public other than through the fault of the other Party receiving the Confidential Information or (b) becomes available to the other Party receiving the Confidential Information on a non-confidential basis from a source other than the Party whose Confidential Information it is, or such Party’s subsidiaries or affiliates, provided that such source is not bound by a confidentiality agreement with such Party or its subsidiaries or affiliates. Each Party agrees to use its reasonable efforts to safeguard the Confidential Information of the other Party from unauthorized disclosure and to disclose said Confidential Information to their respective employees or advisors strictly on a “need to know” basis only and only if such employees or advisors are subject to a confidentiality undertaking that is as strict as those set forth in this Section 6. Each Party agrees to advise any and all such employees and advisors of the confidential nature of the other Party’s Confidential Information and will take appropriate steps to ensure that any employee or advisor to whom such Confidential Information is disclosed will abide by the provisions of this Agreement and will be responsible for the failure of any of its employees or advisors to abide by the provisions of this Agreement. Except as provided in this Section 6, neither Party will disclose Confidential Information to any third party without the express prior written consent of the other Party hereto, including the mere existence of this Agreement and the terms contained herein.

6.3 Required Disclosures. In the event that a Party, or any of its officers or employees, is requested pursuant to, or required by, applicable laws, rules, regulations or legal process to disclose any of the Confidential Information of the other Party, the Party, or the officer or employee, that is requested to disclose (the “Disclosure Party”) will notify such other Party promptly so that such other Party may seek a protective order or other appropriate remedy (with the required Party’s help, if necessary) or, in such other Party’s sole discretion, waive compliance with the terms of this Section 6. In the event that no such protective order or other remedy is obtained, or that such other Party waives compliance with the terms of this Section 6, the required Party will furnish only that portion of the Confidential Information which it is advised by legal counsel is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be afforded the Confidential Information.

6.4 Intellectual Property. Practice acknowledges and agrees that BREG (or a licensor of BREG, if, as and to the extent applicable) is and remains the owner of all rights, title, and interest in and to the BREG Vision Express Web Based System, all Login Information, all websites, domain names and URLs thereof or therefor, all software, documentation, content, data, features, processes, layouts, works, technology, designs and intellectual property thereof or therein, any part thereof, any update, modification, derivative work, improvement or technology related thereto, and any and all copyrights, patents, trademark and service mark (including, without limitation, “Breg,” “Breg, Inc.,” “Vision,” “Advanced Inventory Management Services,” and “BIMS”), trade secret or other intellectual property rights of any kind therein or thereto (collectively and individually, “Breg Property”). Neither Practice nor any third party shall have or acquire any right, title, interest, ownership, license or use right (other than the limited license during the term of this Agreement set forth in Section 1.1 of this Agreement and, regarding the Login Information, Section 1.2 of this Agreement), entitlement or expectation regarding any Breg Property.

6.5 Equitable Relief. In the event of a breach or threatened breach by either party of any of the provisions of this Section 6, the other party hereby consents and agrees that such party will be entitled to an injunction or similar equitable relief from any court of competent jurisdiction restraining such party from committing or continuing any such breach or threatened breach or granting specific performance of any act required to be performed by such party under any of such provisions, without the necessity of showing any actual damage or that money damages would not afford an adequate remedy and without the necessity of posting any bond or other security. Nothing herein will be construed as prohibiting either party from pursuing any other remedies at law or in equity which it may have.

7. Independent Contractor. This Agreement is intended to create a relationship of independent contractors that are contracting with one another solely for the purpose of carrying out the objectives of this Agreement. Except as specifically set forth herein, neither BREG, nor Practice, nor any of their respective affiliates, agents, employees or representatives, will be construed solely by reason of this Agreement or their participation in any Agreement to be the affiliate, agent, employer, employee, partner, joint venturer or representative of the other party. Neither party is authorized to enter into or execute any contract, order or other commitments on behalf of the other party, and neither party has the authority to otherwise obligate the other party.

 

8. Warranties; Limitation of Liability.

 

8.1 Warranties. BREG MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AND DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND REPRESENTATIONS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE AND WORKMANSHIP, REGARDING THE BREG VISION EXPRESSWEB BASED SYSTEM, ANY PART THEREOF, ANY SOFTWARE, HARDWARE, CONNECTION, CONNECTIVITY, UPTIME, PROCESSING-SPEED, MAINTENANCE, SUPPORT, ERROR CORRECTION AND OTHER SERVICE OR GOOD OF ANY KIND PROVIDED OR MADE AVAILABLE OR USED IN CONNECTION THEREWITH, AND ANY SPECIFIC SUCCESS OR RESULT OR ACCOMPLISHMENT, AND ANY OTHER PRODUCT, SERVICE, CIRCUMSTANCE AND OTHER THING, FACT OR CIRCUMSTANCE OF ANY KIND.

 

8.2 Limitation of Liability. OTHER THAN LIABILITY UNDER OR FOR BREACH OF SECTION 6 OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE) AS A RESULT OF A BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATED, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. THE PROVISIONS OF THIS SECTION 8.2 ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT. IF AND TO THE EXTENT THAT A PARTY AND/OR ANY AFFILIATE OF SUCH PARTY, NOTWITHSTANDING THE FOREGOING PROVISION OF THIS SECTION 8.2, IS LIABLE FOR DAMAGES UNDER ANY APPLICABLE LAW OF MANDATORY APPLICATION, THE TOTAL AND AGGREGATE LIABILITY OF SUCH PARTY AND ANY AFFILIATE OF SUCH PARTY SHALL NOT EXCEED THE AGGREGATE AMOUNT OF THE SERVICE FEE PAID BY PRACTICE TO BREG IN RETURN FOR THE PROVISION OF THE SERVICES. ONLY IF AND TO THE EXTENT THAT ANY APPLICABLE LAW OF MANDATORY APPLICATION PROVIDES, NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 9.2, THAT ANY LIMITATION OF LIABILITY SET FORTH HEREUNDER, OR PART THEREOF, IS NOT VALID OR ENFORCEABLE, THE LIMITATION OF LIABILITY UNDER THIS SECTION 8.2 SHALL BE INTERPRETED TO BE EFFECTIVE TO THE GREATEST EXTENT PERMISSIBLE UNDER SUCH APPLICABLE LAW OF MANDATORY APPLICATION.

 

8.3 No Liability for Purchases and Purchase Orders. BREG is not a party to, or bound by, and has and accepts no obligations or liability, whether expressly or implicitly, regarding, any purchase or purchase order placed by Practice through use of the BREG Vision Express Web Based System, and Practice shall not assert, claim, allege or represent the existence thereof to any vendor or other third party, except if and to the extent the purchase order is directed to BREG in its capacity as vendor of products covered by the purchase order, in which case such purchase order shall be subject to all terms, conditions and agreements agreed as a result of such purchase order rather than this Agreement.

 

8.4 No Liability for other Websites. BREG has no liability or obligation, and makes no representation, warranty, covenant or agreement, with regard to any website or information of any vendor of products ordered or purchased through use of the BREG Vision Express Web Based System, or any third party website.

 

9. Miscellaneous.

 

9.1 Governing Law; Jurisdiction. This Agreement will be governed by the laws of the State of California, without regard to the conflict of laws principles thereof. All disputes which arise in connection with, or are related to this Agreement or any breach thereof, shall be resolved, if not settled, by litigation only in San Diego County, California or the Federal Court otherwise having territorial jurisdiction over San Diego County and subject matter jurisdiction over the dispute, and not elsewhere.

 

9.2 Entire Agreement; Binding Effect. This Agreement contains the entire and final agreement among the Parties with respect to Practice’s engagement of BREG and supersedes all prior agreements, whether written or oral, with respect thereto. No provision hereof may be modified, amended, or waived in any manner whatsoever other than by a supplemental writing signed by the Parties or their respective successors in interest.

 

9.3 Notices. All notices, requests, and other communication to any Party will be in writing and will be addressed to the receiving Party’s address set forth below or to any other address as a Party may designate by notice hereunder, and will either be (a) delivered by hand, (b) sent by recognized overnight courier, or (c) by certified mail, return receipt requested, postage prepaid.

 

All notices, requests, and other communication hereunder will be deemed effective (a) if by hand, at the time of the delivery thereof to the receiving Party at the address of such Party set forth above, (b) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (c) if sent by certified mail, five (5) business days following the day such mailing is made.

 

9.4 Assignment. Except as otherwise provided herein, neither Party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other Party; provided, however, that BREG may assign its rights and/or delegate its duties to an affiliate of BREG without the prior written consent of Practice. Any unauthorized attempted assignment will be null and void and of no force and effect.

 

9.5 No Third Party Beneficiary. Except as expressly provided in this Agreement, no person or entity that is not a party to this Agreement shall be a third party beneficiary of any rights or obligations hereunder or be entitled to enforce any of said rights or obligations.

 

9.6 Waivers. The waiver by a Party of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein. The subsequent acceptance of performance or payment of compensation hereunder by a Party shall not be deemed to be a waiver of any preceding breach by the other Party of any term, covenant or condition of this Agreement regardless of such Party’s knowledge of such preceding breach at the time of acceptance of such performance.

 

9.7 Severable Provisions; Headings. The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable, shall nevertheless be binding and enforceable. The headings of paragraphs in this Agreement are for convenience only and shall not affect or limit the interpretation of its provisions.

 

9.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

Schedule 1

 

Description of BREG Vision Express Web Based System

 

 

BREG Vision Express is a web-based inventory management system designed and maintained by BREG, Inc. to enable orthopedic physician practices to track, dispense, order and reconcile their supplies.

 

Practice will access the system using a specific username and password, unique to each clinic. Each practice's catalog will be customized to their product mix and will enable them to add as many inventory locations as needed. Each practice will be able to add, delete and modify its own product list, pricing and vendor information.

 

The practice will dispense items using the web interface and will have the ability to choose product, prescribing physician, patient ID and quantity. Products may be ordered through any vendor, using one PO per order regardless of the number of vendors. All products are received into the website using the check-in interface and can be reconciled against a PO if ordered through the system.

 

Reports will be available showing products dispensed, purchased and on-hand. All reports will be run based on a few variables, including time frame, physician, product vendor and location.

 

All data will be encrypted and protected on a server, there is no downloading or installation of software required by the practice. An administrator will be selected for each account and will be empowered to make changes and modifications to the site. The practice will choose who their administrator will be and may modify this at anytime.

 

 

Schedule 2

 

Maintenance and Support Terms

 

BREG Vision Express is a web-based service that is provided to a practice through the use of the practice’s desktop computer, wireless handheld, or tablet PC. As the service is web-based, the server is physically located in a secure server room and connection to the service is based on username/password authentication.

 

System data is backed up nightly and kept for a period of one month. System restores (if required) are completed to reconstitute a failure in hardware, not for transaction level data restores. The backup process is an automated daily process and is conducted as a component of the disaster recovery process. Upon termination of accounts, the practice data is removed from the transactional system and reports are no longer available.

 

General system availability is M-F 6am-9pm (PST,) however time outside of this window may be designated for system updates, backups, and general maintenance.

 

Because this service is based on web-based technology, interruption as a result of Internet failure (global Internet or practice site failure) is not covered by the support terms. If a global failure of the Internet (defined by the inability for the service to be accessed via the web) is encountered for any reason, notification of the failure and the status of recovery will be provided at (888) 886 5290. If a practice has a site related issue with the Internet, Breg is not responsible for restoring service to the site. Since the service is web-based, no local copy of the data will exist at the practice’s site.

 

Breg system upgrades will be processed with at least four weeks notice identifying a release date and version history to all practices. Any critical changes that are applied due to system performance or are identified as “critical releases” will be applied to the system and Breg will attempt to provide two hours notice (sent via email) to the practice. These releases will be deemed “critical” solely by the Manager of Vision Services and will be executed only if the issues prevent normal operation of the system.

The Vision Express service provides a fax and email interface for the transmittal of purchase orders via email and fax. Breg is not an agent of the practice and only provides the transmissions of purchase orders as a conduit for the practice without any responsibility for the tracking or ownership of said purchase orders. If there is a technical problem with the transmission software engine, Breg accepts no responsibility of failed receipt of the transmission due to problems with the Internet, fax machines, or email.

 

Online Vision Express help is built in and is included in the monthly service fee. Live Support for Vision Express must be handled through the Vision helpdesk line (888) 886 5290. There will be a $50/per incident charge for any live support needed. All support requests for BREG Vision Express will attempt to be handled within an 24-hour period unless the support ticket requires a longer lead time for changes and/or modifications to system data or process. All enhancement requests for Vision Express will be reviewed on a monthly basis by the BREG Vision Express feature review board. Responses from these requests will be distributed via email once the review committee has a decision.