The following are additional terms and conditions regarding software and services to be provided to Client by McKesson for the Advance Innovative Solution (“AIS”) Dial-a-Script® and RxCall® (as applicable) interactive voice response system components.
Terms and Conditions:
1. Use of Interactive Voice Response System.
a. Client agrees to utilize the interactive voice response system components in accordance with the Agreement, its exhibits or attachments, all applicable laws and regulations now or hereafter imposed, and McKesson-provided instructions and specifications.
b. Client acknowledges and agrees that the Dial-a-Script® and RxCall® software may be installed on a single computer only and only at the Facility(ies) licensed to use such Dial-a-Script® and RxCall® software and not to use the Dial-a-Script® and RxCall® software on more than the licensed number of ports.
c. Client agrees to utilize the interactive voice response system components solely for Client’s internal business purposes for prescription refills and with EnterpriseRx®, Third Party Software, and/or EnterpriseRx® Hardware, as applicable.
2. Services.
a. Standard (Remote) Implementation Services. McKesson will enable connectivity to EnterpriseRx®, and AIS will establish initial requirements and Client messages for the IVR “Auto Attendant” (the “Remote Implementation Services”). Remote Implementation Services require Client to have acceptable remote access software. Remote Implementation Services require Client, at its own expense, to have its telephone vendor install wire extensions and be present during installation and cutover to program and test the telephone system.
b. On-Site Implementation Services. Client may elect to have on-site implementation services conducted by AIS for Dial-a-Script® and RxCall® (“On-Site Implementation Services”). AIS will charge Client a fee for On-Site Implementation Services based upon AIS’ charge for time and materials at the time that such services are provided, for each Facility, plus travel and other miscellaneous expenses. On-site Implementation Services require Client, at its own expense, to have its telephone vendor install wire extensions and be present during installation and cutover to program and test the telephone system.
c. Software Customization. Client may request customization of the Dial-a-Script® and RxCall® software (“Software Customization”). If AIS and Client agree that such request is feasible, then AIS will develop such customizations at its current rate for services, plus approved expenses. AIS will own all intellectual property rights in all enhancements and customizations delivered under the Agreement, all of which will be deemed AIS software for the purpose of the Agreement.
d. Additional Services. Client shall pay AIS at AIS’ then-current hourly rates for any additional services provided by AIS upon Client’s request. Additional services include, but are not limited to the following (the “Additional Services”): (a) detailed advice or support regarding the use and operation of the Dial-a-Script® and RxCall® software; (b) on-site service of any kind; (c) installation, data conversion, or system integration services or other consulting services; (d) service or maintenance of third-party software, operating software, hardware, or other equipment; (e) services caused by Client’s fault, misuse, negligence or failure to perform Client’s responsibilities, including failure by Client to maintain adequate data back-ups; (f) services caused by a malfunction of or problem with the Dial-a-Script® and RxCall® software or goods other than those licensed by AIS; and (g) services caused by the use by Client of any version of the Dial-a-Script® and RxCall® software other than the current or immediately prior version.
3. Client Responsibilities.
a. Contact Person. Client will designate no more than two (2) “Contact Persons” who have undergone training by McKesson as the designated contacts for dealing with McKesson on support questions. Client agrees that before contacting McKesson with a question, a Contact Person shall take reasonable steps to resolve the question. For example, the Contact Person shall recreate and verify the alleged problem and review the documentation before contacting McKesson. Calls for support services shall be initiated by Client to McKesson only by a Contact Person.
b. Assistance. Client shall provide McKesson with access to and use of all information and Facility(ies) reasonably necessary for McKesson to provide support, including software, hardware, and support at Client’s Facility(ies) to facilitate McKesson’s on-line access to Client’s computer system. Client shall perform tasks as reasonably requested by McKesson to aid in the resolution of problems, and shall implement all reasonable workarounds to problems as directed by McKesson.
c. Back-ups. Client shall maintain adequate back-ups of all data used in connection with the Dial-a-Script® and/or RxCall® software. McKesson SHALL NOT BE OBLIGATED TO RECREATE OR RESTORE, OR IN ANY WAY BE LIABLE FOR, CLIENT’S DATA
4. Hardware and Third-Party Software Requirements.
Unless otherwise mutually agreed in writing, Client shall be responsible for acquiring for each Facility all hardware and third-party software described below.
a. For Dial-a-Script®:
- Computer (minimum specifications: Windows® 2000 or Windows XP Professional, Pentium® class processor, 512MB memory, 20GB hard disk, motherboard with 1 available PCI slot of appropriate size for each IVR card implementing (full height / half length for analog and full height / full length for digital)
- Network connection to Facility practice management system
- McKesson-approved remote access ability for remote installations and support
- Phone system and phone system wiring and programming to specs contained on “Phone Switch Configuration Requirements” document
- USR class 2.0 fax modem (if Client wants Dial-a-Script® to fax refill authorization requests to doctors)
b. For RxCall®:
- Distributed Dial-a-Script® with adequate port and line capacity
- Phone line enabled for outbound calls
- Dialing rules for outbound calls
5. Client agrees to be bound by the following Third Party Terms for any Dialogic Products (VoIP Solutions including Dialogic Host Media Processing for Windows® Software) Third Party Software:
Dialogic Software License Agreement
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