Master Services Agreement

This Master Services Agreement (“Agreement”) is entered into between Acumantra Solutions, Inc., a Kentucky corporation doing business as On Call Central (“On Call Central,” “we,” “us,” or “our”), and the individual or entity who completes the account setup process (“Client,” “you,” or “your”). By completing the account setup process and using the Services, you agree to be bound by the terms of this Agreement.

1. DEFINITIONS

“Agreement” means this Master Services Agreement.

“Billing Period” means a 28-day period commencing on the first day of your paid subscription and each subsequent 28-day period thereafter, unless otherwise specified in a custom order or promotional offer.

“Client Data” means all data, information, and materials provided by or on behalf of Client in connection with the Services, including call recordings, transcripts, routing configurations, and messages.

“Confidential Information” means non-public information designated as confidential or that a reasonable person would understand to be confidential, including this Agreement, Client Data, and On Call Central’s technical and business information.

“Protected Health Information” or “PHI” has the meaning set forth in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

“Services” means the telephone answering, messaging, and related services provided by On Call Central as described on our website and selected during the account setup process.

“Service Start Date” means the date your account is activated following completion of the account setup process.

“Trial Period” means the 14-day period following the Service Start Date during which no recurring service fees are charged, unless a different trial period is specified in a promotional offer.

2. SERVICES AND ACCEPTABLE USE

2.1 Scope of Services

On Call Central will provide telephone answering services (“TA Services”) to Client, consisting of receiving and answering telephone calls to Client when properly transferred or forwarded to On Call Central, and responding to or forwarding such calls in accordance with instructions entered by Client through the On Call Central web interface.

2.2 Client Responsibilities

Client is responsible for:

• Providing accurate and complete information for call handling, including telephone numbers, contact names, availability schedules, and routing instructions;
• Maintaining and updating account information, including billing and contact details;
• Ensuring that use of the Services complies with all applicable laws and regulations;
• Securing passwords and other access credentials.

On Call Central is entitled to rely on the information supplied by Client and has no duty to independently verify such information.

2.3 Acceptable Use

The Services are intended for use by individual medical practices, medical groups, and similar professional service organizations. Client agrees not to:

• Use the Services to operate a third-party call center business or resell the Services without authorization;
• Configure call routing in a manner that creates circular forwarding loops (calls forwarded to On Call Central that trigger actions forwarding calls back to Client, which then forward back to On Call Central);
• Use the Services for any unlawful purpose, including harassment, threats, or fraud;
• Attempt to disrupt, overload, or compromise the Services or On Call Central’s network;
• Engage in usage patterns that significantly exceed normal usage for similarly-sized accounts.

On Call Central reserves the right to immediately suspend accounts that violate this Section 2.3, engage in circular forwarding that impacts our network, or use the Services in ways that negatively affect other customers. For violations that can be cured, we will provide notice and a reasonable opportunity to cure before permanent termination, unless immediate action is necessary to protect our network or other customers.

2.4 Communications and Text Messages

By using the Services, Client consents to receive text messages (SMS and MMS) from On Call Central at the phone number(s) provided during the account setup process or subsequently added to the account. These messages may include service notifications, on-call alerts, message delivery confirmations, account updates, and other communications related to the Services. Message frequency varies based on account activity. Message and data rates may apply. Client may opt out of non-essential text messages at any time by replying STOP to any message or by contacting support@oncallcentral.com. Opting out of service-critical messages (such as on-call alerts and urgent message notifications) may impair the functionality of the Services. On Call Central will not send marketing or promotional text messages without separate express consent.

3. TERM, RENEWAL, AND CANCELLATION

3.1 Term

This Agreement commences when Client completes the account setup process and continues until terminated in accordance with this Section 3.

3.2 Setup Fee and Trial Period

Upon completing the account setup process, Client will pay a one-time, non-refundable setup fee as displayed during the setup process or as otherwise agreed. The Trial Period begins on the Service Start Date. No recurring service fees will be charged during the Trial Period. Failure to submit required setup materials (including account preferences, provider preferences, and voice greetings) does not alter or extend the Trial Period.

3.3 Billing Cycle

Following the Trial Period, Client’s first Billing Period charge will occur, with subsequent charges at the beginning of each Billing Period thereafter. Charges are billed automatically to the payment method provided during the account setup process. If Client and On Call Central have agreed to a custom billing cycle (such as annual billing or a promotional term), the agreed-upon cycle shall govern in lieu of the standard Billing Period.

3.4 Cancellation

Either party may terminate this Agreement at any time. To cancel service, Client may submit a cancellation request through the cancellation form available on On Call Central’s website or as provided by an On Call Central representative. Client may also cancel by sending an email to support@oncallcentral.com that identifies the practice name and specifies a requested cancellation date. Cancellation requests may also be communicated verbally; however, On Call Central may request written confirmation. If verbal cancellation is not followed by written confirmation, On Call Central may still process the cancellation based on the verbal request.

Cancellation is effective on the date specified by Client in the cancellation request. If no date is specified, cancellation is effective on the date the request is received. Cancellation during the Trial Period may be submitted at any time before 11:59 PM Eastern Time on the final day of the Trial Period, with no further obligation for recurring fees.

On Call Central may act on any cancellation request that reasonably appears to be authorized. On Call Central shall not be liable for processing a cancellation request submitted by an individual who represents themselves as authorized to act on behalf of Client.

3.5 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receiving written notice thereof.

3.6 Effect of Termination

Upon termination or expiration of this Agreement: (a) Client’s access to the Services will be deactivated on the cancellation date; (b) Client is responsible for exporting any Client Data prior to account deactivation, as no export capability is available after deactivation; and (c) Client Data may be retained in backup systems for a limited period following termination for disaster recovery and legal hold purposes, after which it will be deleted.

4. FEES AND PAYMENT

4.1 Fees

Client agrees to pay the fees displayed and accepted during the account setup process or as otherwise agreed between the parties. Fees are billed in advance at the beginning of each Billing Period. Providers added mid-cycle will be billed on a prorated basis for the remainder of the current Billing Period. Providers removed mid-cycle will remain active through the end of the current Billing Period.

4.2 Payment

Charges are billed automatically to the bank account or credit card provided during the account setup process. Charges will appear on statements as “Acumantra Solutions, Inc.” or “On Call Central.” It is Client’s responsibility to ensure that the payment method on file is valid and can be charged.

4.3 Late Payments and Nonpayment

If Client fails to pay fees by the due date, a late fee may be assessed. On Call Central reserves the right to suspend Services if payment is not received within 30 days of the due date. If payment is not received within 90 days of the due date, On Call Central may terminate the account and delete all Client Data without further notice. Accounts forwarded to collections will be subject to all collection costs, including reasonable attorneys’ fees, which Client agrees to pay.

4.4 Disputed Charges

If Client disputes any charges, Client must provide written notice with supporting evidence prior to the due date. On Call Central will review the dispute in good faith and respond within 30 days. Client agrees to pay all undisputed amounts while the dispute is pending.

4.5 Taxes

Fees do not include taxes. Any taxes imposed by a governmental entity on the Services will be added to the fees unless Client provides a valid tax exemption certificate.

4.6 Price Changes

On Call Central may change pricing effective upon renewal of Client’s service term. We will provide at least 30 days’ notice of pricing changes. Client’s continued use of the Services after the change takes effect constitutes acceptance of the new pricing. If Client does not agree to the new pricing, Client may terminate this Agreement in accordance with Section 3.4.

5. DATA AND PRIVACY

5.1 Data Processing

On Call Central will process Client Data solely as necessary to provide the Services and in accordance with our Privacy Policy, available at https://www.oncallcentral.com/legal/privacy-policy. We record calls and create transcripts for service delivery. We do not extract voiceprints, create voice models, or use voice characteristics for identification or authentication purposes.

5.2 Data Export

Client is responsible for exporting any Client Data prior to account deactivation. After account deactivation, Client Data cannot be exported.

5.3 Data Retention

Following account termination, Client Data may be retained in backup systems for a limited period for disaster recovery and legal hold purposes, after which it will be deleted from all systems, including backups.

5.4 Law Enforcement Requests

We may disclose Client Data in response to valid legal process (subpoenas, court orders, warrants). We will notify Client of such requests unless: (a) we are legally prohibited from doing so by the terms of the legal process or applicable law; or (b) we reasonably believe notification could result in harm to any person. For civil litigation requests (e.g., third-party subpoenas), we will notify Client so that Client may object if desired.

6. CONFIDENTIALITY

6.1 Obligations

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except as necessary to perform obligations under this Agreement; and (c) use Confidential Information only for purposes related to this Agreement.

6.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of or reference to Confidential Information; or (d) is rightfully obtained from a third party without restriction.

6.3 Compelled Disclosure

If a party is compelled by law to disclose Confidential Information, such party will provide reasonable advance notice to the other party (unless prohibited by law) to allow the other party to seek protective measures.

6.4 Survival

The obligations under this Section 6 will survive termination of this Agreement for a period of three (3) years.

7. HIPAA COMPLIANCE

If Client is a Covered Entity or Business Associate under HIPAA and the Services involve the handling of Protected Health Information (PHI), Client must execute the On Call Central Standard Business Associate Agreement (“Standard BAA”) prior to transmitting PHI to On Call Central. The Standard BAA is based on the template Business Associate Agreement published by the U.S. Department of Health and Human Services. To request a copy of the Standard BAA, please email support@oncallcentral.com.

On Call Central does not negotiate or accept customer-provided BAAs. Our Standard BAA addresses all requirements under HIPAA and the HITECH Act. Requests to modify BAA terms or substitute alternative BAA documents will be declined. Any provisions in a customer-provided document that purport to modify the commercial terms of this Agreement (including but not limited to pricing, liability, indemnification, or service levels) shall be void and of no effect, regardless of whether such document is labeled as a BAA or related agreement.

8. INTELLECTUAL PROPERTY

8.1 On Call Central Property

All technologies, software, hardware, operating applications, procedures, scripts, telephone numbers, and other materials prepared, furnished, or utilized by On Call Central (other than Client Data) are and shall remain the sole and exclusive property of On Call Central. Client receives only a limited, non-exclusive, non-transferable right to use the Services during the term of this Agreement.

8.2 Client Data

Client retains all rights in Client Data. Client grants On Call Central a limited license to use Client Data solely as necessary to provide the Services. Additionally, Client grants On Call Central the right to use anonymized and de-identified data derived from Client Data (from which all personally identifiable information and protected health information has been removed) for purposes of improving the Services, developing new features, analyzing call patterns, and building specialized workflows for common call types. Such anonymized data shall not be attributed to Client or any individual.

8.3 Feedback

Any suggestions, ideas, or feedback provided by Client regarding the Services (“Feedback”) may be used by On Call Central without restriction or compensation to Client.

9. WARRANTIES AND DISCLAIMERS

9.1 Limited Warranty

On Call Central warrants that it has the right to provide the Services and that the Services will perform substantially in accordance with the documentation available on our website.

9.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ON CALL CENTRAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ON CALL CENTRAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9.3 Telephony Disclaimer

On Call Central does not control and is not responsible for upstream telecommunications carrier performance, regional telephone network outages, or Client’s phone company services. Service availability commitments are set forth in our Service Level Agreement, available at https://www.oncallcentral.com/legal/service-level-agreement.

10. LIMITATION OF LIABILITY

10.1 Liability Cap

ON CALL CENTRAL’S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO ON CALL CENTRAL IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 Exclusion of Consequential Damages

IN NO EVENT SHALL ON CALL CENTRAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF USE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ON CALL CENTRAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions

The limitations in this Section 10 do not apply to: (a) Client’s payment obligations; (b) either party’s indemnification obligations; or (c) either party’s breach of confidentiality obligations.

11. INDEMNIFICATION

Client agrees to defend, indemnify, and hold harmless On Call Central and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

• Client’s breach of this Agreement;
• Client’s violation of applicable law;
• Client’s instructions that cause harm to third parties;
• Claims by Client’s patients, customers, or other third parties related to Client’s use of the Services;
• Any content or data provided by Client.

12. GOVERNING LAW AND CLASS ACTION WAIVER

12.1 Governing Law

This Agreement shall be governed by the laws of the Commonwealth of Kentucky, without regard to conflict of law principles.

12.2 Class Action Waiver

CLIENT AND ON CALL CENTRAL AGREE TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS ONLY. BOTH PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING.

13. GENERAL PROVISIONS

13.1 Notices

All notices under this Agreement shall be sent by email to support@oncallcentral.com (for notices to On Call Central) or to the email address associated with Client’s account (for notices to Client). Notices are effective upon transmission.

13.2 Assignment

Client may not assign this Agreement without On Call Central’s prior written consent. On Call Central may assign this Agreement to its successor or any entity acquiring all or substantially all of its assets upon 30 days’ written notice to Client.

13.3 Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or failure of telecommunications networks or third-party services.

13.4 Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.5 Waiver

No failure or delay in exercising any right under this Agreement shall constitute a waiver of that right.

13.6 Independent Contractor

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

13.7 Amendments

On Call Central may modify this Agreement by posting updated terms on our website and providing 30 days’ advance notice via email. Material changes will be clearly identified. If Client does not agree to the modified terms, Client may terminate this Agreement before the changes take effect. Client’s continued use of the Services after the effective date constitutes acceptance of the modified terms.

13.8 Entire Agreement

This Agreement, together with the Privacy Policy and Service Level Agreement (each available at https://www.oncallcentral.com/legal) and, if applicable, any separately executed Business Associate Agreement, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements between the parties relating to the subject matter hereof.

By completing the On Call Central account setup process and clicking “I Agree” or similar acceptance mechanism, Client acknowledges that Client has read, understood, and agrees to be bound by this Agreement.