Purchasing & Renewal
You are purchasing a subscription to the Program(s), which will automatically renew on an annual basis (the “Renewal Date”), beginning twelve (12) months after the date of your initial billing and continuing annually thereafter unless you contact us and cancel in writing no later than thirty (30) days prior to the Renewal Date. You are purchasing a twelve (12) month Program, which you will be invoiced for promptly after the first training Program is completed. Billing and collections hereunder shall be administered by Henry Schein. Invoices must be paid to Henry Schein within 30 days of the invoice date. For subsequent years, you will be invoiced once on the Renewal Date for the following year’s Program(s). On or about the Renewal Date, a Compliance trainer will call you to schedule your annual training for the upcoming year.
Program Content
The Program consists of multiple products (the “Program Products”), including (i) OSHA and/or HIPAA forms, (ii) digital training via the OnTraq™ Portal; and (iii) employee training modules.
Authorized Use
Your Program provides you with a revocable, limited, non-exclusive license to utilize the Program Products for the purpose of conducing compliance training for you or your organization (“Authorized Users”). Providing the Program Products to anyone other than an Authorized User is not authorized by these Terms and Conditions and is expressly prohibited.
OnTraq Online Dashboard
Your Program also includes access to OnTraq™, HealthFirst’s online dashboard that displays the status of compliance tasks, completion, and course documentation. To create your OnTraq™ account, log on to ontraq.com, and complete the sign-up process, by accepting the terms and conditions of the OnTraq™ SaaS Agreement (“OnTraq™ Terms and Conditions”). The OnTraq™ Terms and Conditions are hereby incorporated by reference and made a part of these Terms and Conditions.
Indemnity
Customer agrees to defend, indemnify and hold harmless Henry Schein and HealthFirst and their respective affiliates and each of their directors, officers, employees, agents and contractors from and against all damages, costs, liabilities and expenses (including reasonable attorneys’ fees) incurred in connection with any claim or demand arising out of: (i) Customer’s providing access to the Program Products individuals or entities other than Authorized Users, (ii) Customer’s or any third party’s negligent or willful actions or omissions,, willful misconduct, violation of applicable laws or breach of these Terms and Conditions, or (iii) the infringement by Customer or any third party of any intellectual property or other right of any person or entity. Henry Schein reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify Henry Schein hereunder and Customer agrees to cooperate with our defense of these claims.
Electronic Communications
The communications between Customer, Henry Schein or HealthFirst may be via electronic means, whether via posting on any websites or communications with Customer via e-mail. For contractual purposes, Customer (1) consents to receive communications from Henry Schein and HealthFirst in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Henry Schein or HealthFirst provides to Customer electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect any statutory rights Customer may have.
Miscellaneous
These Terms and Conditions shall be governed by the laws of the State of New York, without reference to conflict of laws principles. The failure of Henry Schein to exercise in any respect any right provided for herein shall not be deemed a waiver of that or any further rights hereunder. Henry Schein shall not be liable for any failure to perform its obligations hereunder and/or with respect to the Program Products and Services where such failure results from any cause beyond its reasonable control, including, but not limited to, mechanical, electronic, or communications failure or degradation. If any provision of these Terms and Conditions are found to be unenforceable, invalid or illegal, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect and be enforceable. These Terms and Conditions are not assignable, transferable or sub-licensable by Customer. Customer agrees that these Terms and Conditions, and the documents and materials incorporated herein by reference, are the complete and exclusive statement of the mutual understanding of Customer and Henry Schein, and supersede all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms and Conditions. No agency, partnership, joint venture, or other relationship is created as a result of these Terms and Conditions and neither Customer nor the Customer shall have any authority of any kind to bind the other in any respect whatsoever.