These Terms and Conditions ("Terms") govern your use of the GentleCheck platform, website (gentlecheck.com), and related services (collectively, the "Service") provided by GentleCheck LLC ("GentleCheck," "we," "us," or "our"), a Delaware limited liability company.
By accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of a healthcare agency or other organization, you represent that you have the authority to bind that organization to these Terms.
"Client" refers to a licensed home healthcare agency or other authorized healthcare organization that contracts with GentleCheck to use our patient outreach platform. "Patient" refers to an individual who receives communications from GentleCheck on behalf of a Client. "User" refers to any individual who accesses the GentleCheck website or Service.
GentleCheck provides an automated patient outreach platform that enables licensed home healthcare agencies to monitor patient satisfaction. The Service includes:
GentleCheck acts as a Business Associate under HIPAA when processing PHI on behalf of Clients. The Service is designed for use by licensed healthcare agencies and is not a consumer product offered directly to patients.
The GentleCheck platform is available to licensed home healthcare agencies and other authorized healthcare organizations operating in the United States. By subscribing to the Service, each Client represents and warrants that it:
Clients are responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their accounts. Clients must notify GentleCheck immediately of any unauthorized use of their account.
Clients are responsible for:
Clients are responsible for:
GentleCheck provides tools and suggested language for patient consent disclosures, but Clients bear ultimate responsibility for obtaining valid consent under applicable law.
Clients may not use the Service to:
GentleCheck sends automated voice calls, SMS text messages, and emails to patients on behalf of Clients for the purpose of patient satisfaction monitoring. Communications may include:
All patient-facing communications are conducted on behalf of and at the direction of the Client. GentleCheck does not independently initiate contact with patients for any purpose outside of the services contracted by the Client.
Patients may receive an initial opt-in request identifying GentleCheck and the healthcare agency. Patients consent to receive ongoing survey communications by replying YES or affirming consent through their healthcare agency's intake process.
Patients may opt out of communications at any time:
Opt-out requests are processed promptly. GentleCheck maintains opt-out records and will not send further communications to patients who have opted out unless they affirmatively opt back in.
Standard message and data rates may apply to SMS communications depending on the patient's mobile carrier and plan. GentleCheck does not charge patients for receiving messages. Carriers are not liable for delayed or undelivered messages.
GentleCheck does not include PHI in initial opt-in request messages or opt-out confirmations. Survey communications are designed to collect patient feedback without disclosing sensitive health information in the message content. All data collected through patient interactions is treated as PHI and handled in accordance with HIPAA and our Business Associate Agreements.
The Service, including all software, algorithms, survey designs, reports, dashboards, documentation, trademarks, and other materials provided by GentleCheck, are and remain the exclusive property of GentleCheck LLC. Clients receive a limited, non-exclusive, non-transferable license to use the Service during the term of their subscription.
Clients retain ownership of all patient data they provide to GentleCheck. GentleCheck does not claim ownership of Client data or patient responses. Survey response data and reports generated by the Service are made available to the Client and remain associated with the Client's account.
GentleCheck may create aggregated, de-identified data derived from use of the Service, in compliance with HIPAA de-identification standards (45 C.F.R. ยง 164.514). Such de-identified data does not identify any individual patient, Client, or healthcare agency and may be used by GentleCheck for product improvement, benchmarking, and research purposes.
Fees for the Service are as set forth in the applicable Order Form or Master Services Agreement between GentleCheck and the Client. Unless otherwise specified in the applicable agreement:
The term of service is as specified in the applicable Order Form or Master Services Agreement between GentleCheck and the Client.
Either party may terminate the service agreement if the other party materially breaches these Terms or the applicable agreement and fails to cure such breach within thirty (30) days of receiving written notice.
Either party may terminate the service agreement for convenience upon ninety (90) days' written notice, unless otherwise specified in the applicable agreement.
Upon termination:
GentleCheck warrants that:
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." GENTLECHECK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
GentleCheck does not warrant that the Service will be uninterrupted, error-free, or completely secure. GentleCheck does not guarantee specific survey response rates, patient satisfaction outcomes, HHCAHPS scores, or any particular clinical or business result from use of the Service.
GentleCheck does not provide medical advice, clinical recommendations, or healthcare services. The Service is a communication and data collection tool. All clinical decisions remain the sole responsibility of the Client and its licensed healthcare professionals.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.
EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS, HIPAA OBLIGATIONS, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO GENTLECHECK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in this Section 10 do not apply to (a) breaches of either party's confidentiality or data protection obligations, (b) GentleCheck's obligations under the applicable Business Associate Agreement, (c) either party's indemnification obligations, or (d) liability arising from a party's gross negligence or willful misconduct.
Client agrees to indemnify, defend, and hold harmless GentleCheck and its officers, directors, employees, and agents from and against any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of these Terms, (b) Client's failure to obtain or maintain valid patient consent, (c) inaccurate or incomplete patient data provided by Client, or (d) Client's violation of any applicable law.
GentleCheck agrees to indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) GentleCheck's breach of these Terms, (b) GentleCheck's breach of the applicable Business Associate Agreement, or (c) GentleCheck's violation of any applicable law in the performance of the Service.
Each party agrees to keep confidential all non-public information received from the other party that is designated as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information includes, without limitation, business plans, pricing, client lists, patient data, PHI, technical specifications, and proprietary methodologies. Each party will use at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own, and in no event less than reasonable care. Confidential Information may only be disclosed to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those in these Terms.
Each party shall comply with all applicable federal, state, and local laws, rules, and regulations in connection with its performance under these Terms, including without limitation HIPAA, the TCPA, the CAN-SPAM Act, FCC regulations, state telemarketing and consumer protection laws, and carrier requirements for A2P messaging (including 10DLC registration requirements).
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disaster, pandemic, government action, carrier outages, internet service disruption, cyberattack, or other force majeure events. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.
Any dispute arising out of or relating to these Terms shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If the parties are unable to resolve the dispute through negotiation, either party may pursue resolution through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with arbitration to take place in the State of Delaware. Each party shall bear its own costs, and the parties shall share arbitration fees equally.
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions, and applicable federal law.
These Terms, together with the applicable Master Services Agreement, Business Associate Agreement, and Order Form(s), constitute the entire agreement between the parties regarding the subject matter hereof.
GentleCheck may update these Terms from time to time. Material changes will be communicated to Clients with at least thirty (30) days' notice. Continued use of the Service after the effective date of any changes constitutes acceptance of the updated Terms.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
If you have questions about these Terms, please contact us:
GentleCheck LLC
Email: [email protected]
Website: gentlecheck.com