Updated on 11/1/2023
Please review these Terms & Conditions carefully as they serve as an enforceable contract between the parties and contain important information about legal rights, remedies, and obligations.
IF YOU LIVE IN THE UNITED STATES OR CANADA, BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE ALL DISPUTES WITH PLANETREE IN THE SUPERIOR COURTS OF CONNECTICUT OR THROUGH BINDING INDIVIDUAL ARBITRATION ONLY, AND YOU WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTIONS AND TO HAVE CLAIMS DECIDED BY A JURY, AS EXPLAINED IN THE DISPUTE RESOLUTION SECTION.
Definitions
The following definitions apply in this Agreement:
“Agreement” refers to the Planetree Services Agreement and related appendices and schedules.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to the Agreement.
"Authorization" means an authorization, license, permit, consent, orexemption (however it is described) issued by a Government Agency.
"Certificate"means the document awarded by Planetree in acknowledgment of Bronze, Silver, or Gold certification under the Planetree Certification Program (as applicable).
“Certification” means the Planetree Excellence in Person-Centered Care Certification Program and related documents and procedures.
“Client” means the party who entered into the Service Agreement with Planetree International Incorporated. May also be referred to as “Partner” or “Partner Client”.
"Confidential Information" means information that:
(a) is made available by or on behalf of the Client to Planetree, or is otherwise accessed by or on behalf of Planetree, in connection with the conduct of a Planetree Certification Program or Planetree service delivery; and
(b) is by its nature confidential or which the Client has notified Planetree is confidential.
“Effective Date” is the date Membership commences and the first day of the Membership Validity Period.
“Execution Date” is the date when the Agreement is fully signed and executed by both parties.
“Fees” means the amounts payable by Client to Planetree for Services enumerated in the Services Agreement.
"Government Agency" means:
(a) a government or government department or other body;
(b) a governmental, semi–governmental or judicial person including a statutory corporation; or
(c) a person(whether autonomous or not) who is charged with the administration of a law.
“Member / Membership” a member is the client who has been granted membership. Membership is governed by the Service Agreement upon the condition that all the standards, terms and conditions outlined in the Appendix and Schedules thereto are accepted, executed, and met. Clients are provided membership for the term outlined.
"Membership Fee" means the fee specified in the Services Agreement.
"Membership Validity Period" means the period of Planetree membership beginning on the date the Membership Fee is paid and received by Planetree and continuing for the period indicated in the Services Agreement.
“Personal Data” means any data that Clientsubmits into the Services relating to an identified or identifiable natural person protected under data protection laws.
“Planetree” means Planetree International Inc., a wholly owned subsidiary of Griffin Health Services Corporation.
"Planetree Personnel" means officers, employees, contractors, or agents of Planetree and any other person acting on behalf of Planetree (including external contractors and Faculty members).
"Planetree Marks"means the trademarks (whether registered or unregistered) of Planetree used in connection with the Planetree Certification Program and other services.
"Planetree Materials" means:
(d) all documentation (including publications, manuals, guidelines, reports, and forms)whether printed or stored in any other form or medium produced by Planetree in connection with the Planetree Certification Program or service delivery; and
(e) all software provided by Planetree for use in connection with the Planetree Certification Program or service delivery.
"Primary Contact" means the person to which this Agreement is addressed (and any nominated alternative or replacement).
"Privacy Legislation" means legislation relating to privacy of personal and health information and applicable privacy standards, codes of practice and guidelines in force from time to time.
“Users” means the employees and contractors that Client authorizes to access and use the Services.
General Terms & Conditions
Terms of Use
Client shall not, nor shall it permit its Users to:
(i) use the Services in any manner that is unlawful or that infringes the rights of others;
(ii) copy, distribute, resell, create derivative works from, hack, modify, or interfere with, including through the introduction of any computer code, file, or program that may cause damage to, the proper working of the Services, any of the materials, or any third-party system made available through the Services;
(iii) input any infringing, racist, hateful, sexist, pornographic, harassing,defamatory, libelous, or other similar inappropriate content into the Servicesor instruct Planetree to include any such content in the Services;
(iv) scrape, spider, or utilize other automated means of any kind to access the Services, including, but not limited to, accessing materials or services for which Client or its Users have not been provided authorization by Planetree;
(v) use the Services to build a competitive product orcompete with the services offered by Planetree; or
(vi) share login access to the Services among multiple individuals, transfer a User license (except in connection with a termination of employment).
Client represents and warrants that neither it nor its Users are:
(i) located in, or a resident of, any country that is subject to applicable U.S. trade sanctions or embargoes, or
(ii) a person or entity who is named on any U.S.government specially designated national or denied-party list. Client shall not permit any User to access or use the Services in a U.S. embargoed country or in violation of any U.S. export law or regulation.
Confidentiality
The Client acknowledges that it will have access to Planetree’s confidential information in the performance of its obligations as contemplated in this Agreement. Accordingly, the Client agrees that it will not disclose such confidential information to any third party, except to its own employees, and will take commercially reasonable precautions to protect the confidentiality of such information.
Confidential information as contemplated herein includes but is not necessarily limited to:
(i) the terms and conditions of this Agreement, including any written modifications reached through agreement of the parties;
(ii) Planetree’s trade secrets, business plans, business data and processes, strategies, methods and/or practices; and
(iii) any other information of or relating to Planetree that is not generally known to the public, including information about its personnel, products, customers,finances, marketing strategies, services, or future business plans.
The Client acknowledges and agrees that in the event of an unauthorized use or disclosure by it of Planetree’s confidential information that Planetree will suffer irreparable injury not compensable by money damages and therefore shall not have an adequate remedy at law. Accordingly, the Client agrees that Planetree shall be entitled to injunctive relief to prevent or curtail any such breach,threatened or actual. This obligation shall survive the cancellation or other termination of this Agreement.
Intellectual Property
Client accepts and agrees to the intellectual property policy affixed as Schedule 3 hereto, which are incorporated herein by reference. The intellectual property policy, or any part thereof, may be modified by Planetree at any time, including the addition or deletion of terms at any time during the term of this agreement. Any modification of the intellectual property policy will be shared with the Client at least 60 days prior to their effective date.
a) Ownership and use of Planetree Materials – Client agrees and acknowledges that Planetree retains all right, title, and interest in and to Planetree Intellectual Property. Expect as expressly granted in this Agreement, the Client shall have no rights to the Planetree Intellectual Property. The use by the Client of Planetree Intellectual Property isauthorized only for the purposes herein set forth and upon termination of this Agreement for any reason, such authorization will cease expect as otherwise provided herein.
b) Development of Improvements – As used herein, the term Improvement shall mean any enhancement, correction, inventions, changes, or innovations made to Planetree Intellectual Property. Any Improvements shall be deemed derivative works of Planetree’s Intellectual Property and shall be owned solely by Planetree, irrespective of whether such Improvements are developed by the Client. The Client hereby assigns any and all right, title, and interest in and to any Improvements in the event that, by operation of law, the ownership of an Improvement accrues to the Client. The Client shall take any otheractions reasonably requested by Planetree to ensure that the ownership of the Improvements is help by Planetree and assist in the protection of the Improvements.
c) Development of New Materials related to Planetree Materials – As used herein, the term Related Materials shall mean any new material developed during the Term of this Agreement that is not an Improvement but is related to the content,methodologies, tools, or implementation strategies developed by Planetree.Related Materials shall be owned solely by Planetree, irrespective of whether such Improvements are developed by the Client. The Client hereby assigns any and all right, title, and interest in and to any Related Materials in the event that, by operation of law, the ownership of any Related Materials accrues to the Client.
d) Development of New Materials unrelated to Planetree Materials – As used herein, the term Unrelated Materials shall mean any new material developed during the Term of this Agreement solely by the Client that is not an Improvement and is unrelated to the content, methodologies, tools, or implementation strategies developed by Planetree. Unrelated Materials shall be owned by the Client, provided that the proposed materials that the Client deems to be Unrelated Materials are provided to Planetree for its review in a timely manner.
Account
You need an account for most activities on our educational and service delivery platforms. Users are required to keep their password confidential as Client is responsible for all activity associated with user accounts.
Our support team can be contacted at info@planetree.orgfor assistance with account permissions.
Release
The Client irrevocably and unconditionally releases Planetree and Planetree Personnel from any claim for loss or damage suffered or incurred by the Client or any other person in connection with any act or thing done or said, any report published by, or any omission of Planetree or Planetree Personnel in good faith in connection with the conduct and delivery of any Planetree services. This release operates to the fullest extent permitted by law but does not purport to exclude the rights of the Client that exist under any law.
Disclaimers & Limitation of Liability
DISCLAIMER OF WARRANTIES. THE SERVICES AND PLATFORM SERVICES ARE PROVIDED BY PLANETREE “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. PLANETREE MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH ITS PRODUCTS AND PLATFORM SERVICES.
LIMITATION OF LIABILITY. IN NO EVENT SHALL PLANETREE BE LIABLE FOR ANY CONSEQUENTIAL,INDIRECT, OR SPECIAL DAMAGES. PLANETREE’S LIABILITY SHALL, IN ALL EVENTS, BE LIMITED TO FEES AND PAYMENTS COLLECTED UNDER THE OPERATIVE SERVICE AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FOR DAMAGES OR LIABILITY AROSE.
To the extent permitted by law, Planetree (and its companies, suppliers, partners,and agents) will not be liable for any indirect, incidental, punitive, or consequential damages (including loss of data, revenue, profits, or business opportunities, or personal injury or death), whether arising in contract,warranty, tort, product liability, or otherwise, even if advised of the possibility of damages in advance.
Planetree shall not be liable to the Client for any loss or liability or to any third party, except if the damage is caused by Planetree’s negligence, or by breach of Planetree’s contractual obligations as set forth herein.
Exclusions
Nothing in this section excludes or limits either party’s liability for: (a) fraud or fraudulent misrepresentation; (b) breach of confidentiality obligations; (c)obligations under the Section titled Indemnification; and (d) matters that cannot be excluded or limited under applicable law.
Due to circumstances beyond its control, Planetree may be unable to deliver services as outlined in the Service Agreement. Client accepts that it will not have any recourse against Planetree when the inability to deliver the services outlined in the Service Agreement are outside of its custody and/or control.
Planetree may cease making available certain features of the Services at any time and for any reason. Under no circumstances will Planetree or its affiliates, suppliers,partners, or agents be held liable for any damages due to such interruptions or lack of availability of such features.
Planetree is not responsible for delay or failure of performance of any of the Services caused by events beyond our reasonable control, including, but not limited to, an epidemic, pandemic, act of war, hostility, or sabotage; natural disaster;electrical, internet, or telecommunication outage; or government restrictions.
Complaints
The Client may make a formal complaint regarding Planetree services (and events and activities forming part of the service delivery) in writing and submitted via the following avenues:
Address: 130 Division Street
Derby, CT 06418
United States
Email: info@planetree.org
Website: www.planetree.org
Planetree will address complaints in accordance with the Planetree complaints management policy.
Grant
According to the terms and subject to the conditions of this Agreement, Planetree hereby grants to the Client and the Client hereby accepts from Planetree the non-exclusive right to use Planetree’s name and service mark referred to herein as “License”, by referring to its organization as a “Planetree Affiliate” for the term of this Agreement. The use of the terms “Planetree Medical Center”,"Planetree Hospital", or “certified person-centered healthcare organization” are reserved for use by sites that have been awarded Planetree Person-Centered Care Certification®.
License Limited
The Client agrees that, during the term of the License granted hereby, it shall not use the License other than as permitted by this Agreement. Planetree remains entitled to exclusive proprietary and marketing rights to Planetree Materials including ideas and any materials compiled or derived from our Materials. Planetree grants the Client a revocable, non-transferable, nonexclusive license to receive its Service products/deliverables as is outlined in the Service Agreement. The license is restricted as is outlined in these Terms and Conditions and in the Service Agreement.
Planetree materials and service products, along with any third-party materials or software, are licensed and not sold to the Client. Except for the limited license granted in these Terms, Planetree retains all rights, titles, and interest in its Service products, including copyrights, patents, trademarks and trade secret rights.
Limitations On Copying And Distribution. You may not copy or distribute any Planetree materials except to the extent that copying is necessary for purposes set forth in the Service Agreement.
Limitations On Reverse Engineering And Modification; Client may not (i) access or use Planetree service delivery platforms for any purpose other than your licensed use, (ii) reverse engineer,decompile, disassemble, attempt to derive the source code of, or modify or create works derivative of the Planetree service delivery platforms, any updates or part thereof, except to the extent expressly permitted by applicable law.
Sublicense, Rental And Third-Party Use. You may not assign, transfer, sublicense, rent, timeshare, loan, lease or otherwise transfer any Planetree service or directly or indirectly permit any third party to copy any documents and / or install any Planetree service delivery platform on a device not owned and controlled by the Client.
If the client has saved any Planetreeservice product on any electronic device for which it will destroy / sell /transfer, the Client must ensure it has removed and deleted any PlanetreeService materials before doing so.
Individual Use. You may not distribute or make any Planetree service material or service delivery platform available over a network where it could be used by multiple individuals/ devices at the same time.
Proprietary Notices. You may not remove any proprietary notices (e.g., copyright and trademark notices) from anyPlanetree materials
Use In Accordance With Documentation.All use of the Planetree Services provided must be in accordance with the Service Agreement and these terms and conditions.
Confidentiality. You must hold all Planetree materials in strict confidence.
Compliance With Applicable Law. Clientis solely responsible for ensuring its use and its users’ use of all Planetreeservices are in compliance with all applicable foreign, federal, state and local laws, and rules and regulations.
When the Planetree logo is added to existing letterhead, web pages or publications, the Client agrees to use it exactly as Planetree has developed it and according to the Planetree branding guide. The Client shall have the right to use materials developed by Planetree within its organization on a royalty-free basis for the term of this Agreement. New materials developed by the Client derived from Planetree programs shall not be distributed or marketed to third parties. Nothing in this Agreement shall constitute consent, express or implied, for Planetree to use as trademark, logo, information, or other material for which the Client owns a copyright.
The Client shall not offer to or actually give, sell, rent, lease, sublicense, orassign Planetree’s Products to any person or entity. The Client shall not used or extend access to Planetree’s Products to any Client staff members (including but not limited to employees, contingent workers, and volunteers) (collectively Staff Members) or Client providers (including but not limited to physicians,affiliated physicians, and medical students on rotation) (collectively Providers) at any entity, or in any facility, that is not affiliated with the Client as of the Effective Date (or the anniversary of the Effective Date inthe case of a Term after the first Term). If the Client wishes to extend access to or use of Planetree’s Products to any person, facility, or entity, not within the scope of this section (including but not limited to any facility orentity not affiliated with the Client as of the Effective Date, or, in the case of a Term after the first Term, the anniversary date of the Effective Date),the Client must contact Planetree for cost information and purchase an extension of the License to cover any such additional people, facilities, orentities, which extension of the License must be by written agreement of the Parties. The Client may not remove any copyright or other proprietary notices contained in or on Planetree’s Products. The Client shall not videotape anylive sessions delivered by Planetree without written permission, which permission shall not be unreasonably withheld. The Client may use Planetree’s Products listed in this Agreement for continuing medical education but only with the Client’s Staff Members and Providers.
No Implied Licenses
Except as otherwise expressly granted in this Agreement, no license or other rights under a Party’s intellectual property rights is granted to the other Party, b yimplication, estoppel or otherwise.
Ownership Of Materials And Restrictions On Use
Planetree is, unless otherwise stated, the owner of all copyright, trademark, patent,trade secret, database, and other proprietary rights to information on any Planetree service delivery platform, including without limitation, as is outlined in the Service Agreement and through in-person, online, virtual, and hybrid modalities of delivery. Planetree’s Services and all other provided andthe collection and compilation and assembly thereof are the exclusive property of Planetree and are protected by U.S. and international copyright laws. If any product name or logo does not appear with a trademark (TM), that does not constitute a waiver of intellectual property rights Planetree has established in any of its products, services, features, or service names or logos.
The Client and their users agree to observe copyright and all other applicable laws and may not use the content in any manner that infringes or violates the rights of any person or entity, is unlawful in any jurisdiction where the Planetree Services are being provided, or that is prohibited by these Terms.
Planetree retains ownership of all its service deliveries, service delivery materials (in all formats), service deliver / educational platforms and its service modules,including, but not limited to, its website, present or future apps, platforms and services, the Planetree logo, service materials, service deliverables,code, and content created by Planetree and its affiliates.
Independent Contractor
No relationship of employer and employee is intended by this Agreement. In the performance of its work and duties under this Agreement, Planetree shall at all times act and perform as an independent contractor.
Restrictions
NoClient employee, contractor or agent shall engage in training, education orcoaching regarding Planetree services with non-employed individuals except for non-employed physicians or physician office staff of the Client without Planetree’s prior approval.
Indemnification
Each party will indemnify, defend, and hold the other party, its directors, officers and employees harmless from and against all third-party claims, expenses(including reasonable attorneys’ fees), loss and liability resulting from or relating to a breach of this Agreement by the indemnitor, and/or the gross negligence or willful misconduct of the indemnitor.
Insurance
Planetree has procured general liability insurance in the coverage amounts of no less than $1,000,000.00 USD per loss event and$2,000,000.00 USD annual aggregate. Planetree will provide the Client with a certificate of insurance evidencing such coverage upon the signing of this Agreement, as requested by the Client.
Entire Agreement
The terms of this Agreement supersede any and all other agreements, either oral or in writing, between the parties with respect to the matters covered hereby. This Agreement may be amended at any time by mutual agreement of the parties, but any such amendment must be in writing, dated, and signed by the parties and attached hereto.
Assignment and Binding Effect
Neither party may assign any right or obligation under this Agreement without the prior written consent of the other. Subject to the foregoing limitation, the terms of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
Controlling Law & Dispute Resolution
This agreement is governed by the laws of the State of Connecticut in the United States of America.
THE PARTIES AGREE THAT ANY AND ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE APPLICABILITY, BREACH, TERMINATION,VALIDITY, ENFORCEMENT, OR INTERPRETATION OF THEM, OR TO THE USE OF THE SERVICESOR COMMUNICATIONS WITH PLANETREE (COLLECTIVELY, “DISPUTES”) THAT ARE NOT RESOLVED MUST BE ADDRESSED SOLELY IN CONNECTICUT SUPERIOR COURT OR BY BINDING INDIVIDUAL ARBITRATION AND AGREE TO WAIVE THE RIGHT TO A JURY TRIAL AND TO FILE A CASE IN ANY OTHER COURT.
THE PARTIES FURTHER AGREE TO BRING CLAIMS AGAINST EACH OTHER IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING WHETHER IN COURT OR IN ARBITRATION.
The parties agree that this Dispute Resolution Agreement applies to each other and each entity’s respective agents, attorneys, contractors,subcontractors, service providers, employees, and all others acting for, or on behalf of, either party. This Dispute Resolution Agreement is binding on both parties and their respective heirs, successors, and assigns, and is governed by the Federal Arbitration Act.
The parties agree that each party will bear its own costs and attorneys’ fees in the event of a dispute, provided, however, that either party may recover fees and costs to the extent permitted by applicable law. If a court oran arbitrator determines that an arbitration has been brought or threatened in bad faith, or that the demand was frivolous or asserted for an improper purpose, the court or arbitrator may, to the fullest extent permitted by law,award attorneys’ fees to the party defending against the claim just as a court could.
Mandatory Informal Dispute Resolution Process
Before filing any claim, the Client is obligated to participate in the informal dispute resolution process described in this section.
The Client shall send a concise and factual written statement (“Claim Statement”) outlining: (a)the nature and details of the Dispute; and (b) a proposal for resolving it(including any monetary demand and the calculation/formula upon which the monetary demand is reliant).
Planetree agrees that upon receipt of a Claim Statement, it will toll the running of any applicable statute of limitations for a 60-day period beginning on the date the Claim Statement is received.
The Claim Statement shall be provided to the attention of the Planetree President.
If the dispute does not resolve within 60 days from receipt, the Client may initiate litigation in Connecticut Superior Court or individual arbitration, subject to the terms of this Dispute Resolution Agreement.
Failure of the Client to complete this process is a material breach of the Terms, and no court or arbitrator shall have jurisdiction to hear or resolve any Disputes.
Ethics and Business Conduct
Planetree upholds the values of integrity and lawful conduct, especially regarding anti-bribery and anti-corruption. Planetree upholds these values in its own operations, as well as in its relationships with business partners. Planetree’s continued success and reputation depends on a common commitment to act accordingly. Together with Planetree, the Client commits to uphold these fundamental values by adherence to applicable laws and regulations.
The Client represents that it has read the Planetree Code of Ethics and Business Conduct and the Planetree Compliance Brochure. The Client confirms to understand and agrees to adhere to the principles contained therein.
Paid Fees
Any fees made to Planetree by the Client that have not been used towards service delivery are non-refundable and will be forfeited if unused in the following circumstances:
· If funds are remaining and not used one (1) year after the Execution Date, or
· The Client’s Membership expires (if applicable), whichever comes first.
Additional Fees
The Client may be responsible for paying additional fees in the following circumstances.Any additional applicable fees will be determined by Planetree on a case-by-case basis and may only be waived by a Planetree executive based on specific circumstances of your organization.
· Late Payments – the standard payment period is 30 calendar days from the date of invoice. Planetree may charge interest on fees and charges which are overdue or in arrears at such interest rates as it determines. Fees that are outstanding for more than 90 calendar days risk impacting the ongoing validity of this Agreement.
· Service Deferral – if any scheduled service ischanged or deferred by the Client within two (2) weeks of its scheduled date then a penalty fee of up to 5% of the total service fee may apply.
· Client Profile – Planetree reserves the right to vary its services fees (and/or charge a supplemental fee) if:
o The information provided by the Client regarding its services and profile was incorrect or incomplete, or
o The Client’s facilities and/or services vary throughout the duration of this Agreement.
Pricing
The prices for services are determined based on the Service Agreement.
Payment Requirements
· You agree to pay all fees by bank transfer unless otherwise agreed to by both parties in writing. Planetree has the right to refuse any payment method not specified in these terms and conditions or modified by the Service Agreement.
· You agree not to use an invalid or unauthorized payment method.
· Planetree expressly reserves the right to terminate all agreements and to disable access to any content for which it did not receive adequate payment.
· All payments must be made in United States Dollars(USD) as per your invoice unless otherwise specified. Planetree reserves the right to charge a processing fee for payments not invoiced or received in USD.
· All payments and membership fees are non-refundable and will be credited to the Client’s account. Credited amounts are valid for one (1) year unless otherwise specified in the Service Agreement.
· All payments or installments, including estimated travel costs, must be received by Planetree in full as outlined in your services agreement, before Planetree can release teams to deliver services,release assessment teams, and/or provide your any assessment reports or status.
· Planetree is not responsible for any local taxes such as GST or VAT that may be levied upon the Client for payment unless otherwise indicated on the Client’s invoice. The Client must comply with all local taxation requirements and provide Planetree will the full amount as per your invoices.
· Planetree is an American private incorporated not-for-profit company and is responsible for paying all relevant taxes in the USA.
Travel Related Expenses
The Client is responsible for direct expenses for all travel required to complete delivery of contracted Planetree services including:
· Roundtrip airfare according to Planetree’s Travel Policy
· Accommodation
· Meals
· Ground transportation such as rental cars, public transportation, personal mileage,parking, and ride sharing
· Incidentals
Estimated travel-related expenses are due prior to delivery of the related Planetree service according to the payment terms detailed in the Services Agreement. Remaining travel-related expenses post service delivery will be due within 30 days of the date of invoice.
Efforts will be made to select economical travel arrangements. Should proposed airline fares or hotel rates exceed normal and customary charges, approval from the Client will be sought prior to booking.
Interpretation
Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this agreement, except where the context makes it clear that a rule is not intended to apply.
1. A reference to:
a) a legislative provision or legislation (including subordinate legislation) is to that provision or legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
b) adocument (including this Agreement) or agreement, or a provision of a document(including this agreement) or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
c) a party to this Agreement or to any other document or agreement includes a successor in title, permitted substitute or a permitted assign of that party;
d) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and
e) anything(including a right, obligation or concept) includes each part of it.
2. A singular word includes the plural, and vice versa.
3. A word which suggests one gender includes the other genders.
4. Ifa word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
5. Ifan example is given of anything (including a right, obligation or concept),such as by saying it includes something else, the example does not limit the scope of that thing.
6. A reference to "dollars" or "$" is to an amount in United States currency unless otherwise specified.
Variation
The exercise of a right does not prevent any further exercise of that right or of any other right. Neither the exercise of a right nor a delay in the exercise of a right operates as an election or variation of the terms of this Agreement.
Amendment & Assignment
a) Thisdocument may only be amended or replaced by another document executed by both parties.
b) Each party may only assign, encumber, declare a trust over or otherwise deal with its rights under this document with the prior written consent of the other party.
Continuing Provisions
All sections are intended to survive the expiration or termination of this Agreement. To the extent a single provision is deemed moot, unethical or prohibited, that section shall be deemed void and the remainder of the terms and conditions are understood to be operative and valid.
Counterparts
This Agreement may be executed in counterparts.
Content and Behavior Rules
The Client may not access or use the Services or create an account for unlawful purposes. The clients and its users’ use of the Services and their behavior onany Planetree platform must comply with applicable local or national laws or regulations of the country where the services are being provided and also with the laws and regulations of the United States of America. The Client is solely responsible for the knowledge of and compliance with such laws and regulations that are applicable to the Service Agreement.
If Planetree determines that the Client has violated the law or the rights of others (for example, if it is established that Client violates intellectual property or image rights of Planetree or others, or is about an illegal activity, we may terminate services.
Planetree has discretion in enforcing these Terms & Conditions.
Planetree may restrict or terminate Client’s Service Agreement and/or revoke permissions to use any and all educational/ service delivery platforms or ban client and/or client’s users’ account at any time, with or without notice, for any or no reason, including for any violation of these Terms, if you fail to pay any fees when due, for fraudulent chargeback requests, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems, if we suspect that you engage in fraudulent or illegal activities, or for any other reason in our sole discretion. Upon any such termination we may delete your account and content,and we may prevent you from further access to the platforms and use of our Services. Your content may still be available on the platforms even if your account is terminated or suspended. You agree that we will have no liability to you or any third party for termination of your account, removal of your content, or blocking of your access to our platforms and services.
Membership Terms & Conditions
Membership Term & Renewal
For any member in good standing, upon conclusion of the first term, and any renewal term thereafter, Membership and the terms of this Agreement shall be automatically renewed for additional one (1) year terms unless written notice to terminate is provided by either party not less than sixty (60) days prior to the end of any term.
Each subsequent annual Membership Fee shall be paid on the anniversary of the Effective Date. Planetree shall have the right to adjust the Member Fee at the end of any term by written notice to Member not less than 60 days prior to the conclusion of the term then i effect.
Planetree will invoice the Member their renewal fees prior to the renewal date. If the membership renewal fee is not paid pursuant to the payment terms, Planetree reserves the right to cancel membership and request unpaid funds for the period in which Membership remains active.
Termination
The Client’s Membership shall terminate on the occurrence of any of the following events:
· the reasonable determination by Planetree that Member has failed to observe any material term or condition of this Agreement,
· failure to pay any funds when due or,
· the decision on the part of the Member to terminate its Member status in writing.
The Member agrees that on termination it will immediately cease representing itself as a Planetree Member and will forthwith cease to display in any form indicia of affiliation.
The parties agree that any termination as aforesaid shall not entitle the Member toa refund of any sums paid for such a period.
Should termination occur during the initial / first membership term but prior to the conclusion of that term, the Member will remain responsible for full payment of membership fees for the full term.
For subsequent Membership terms, if the Member terminates their Planetree Membership partially through a term, the Client will be responsible for full payment of membership fees for thefull renewal term.
Good Standing & Obligations
Members who are in compliance with the Service Agreement are considered members in good standing.
Failure to maintain good standing is considered a material breach of the terms and conditions and shall be grounds for termination of the membership agreement.Good standing requires (1) payments made in accordance with these terms and conditions; (2) adherence to these terms and conditions; and (3) adherence tothe Service Agreement and all schedules / appendix thereto.
Multi-Facility Systems
Inthe event that a single facility of a multi-facility health system is interested in becoming a Member, the license granted by Planetree is authorized for only the facility(ies) listed in Services section of this Agreement and does not convey membership status to any of the other facilities in the system.
Grant of License
In addition to the limited license outlined herein, and according to the terms and subject to the conditions of this Agreement and in consideration of the membership fee, Planetree hereby grants to the Client and Client hereby accepts from Planetree the non-exclusive right to use Planetree’s name and service mark referred to herein as “License”, by referring to its organization as a “member of the Planetree International Network”, “Planetree Member”, or a “Planetree Affiliate”, for the term of this Agreement. The use of the terms “Planetree Medical Center”,"Planetree Hospital", or “certified person-centered healthcare organization” are reserved for use by sites that have been awarded Planetree Person-Centered Care Certification®.
License Limited
In addition to the Limited License terms outlined herein, the Client agrees that,as a member, during the term of the License granted hereby, it shall not use the License other than as permitted by this Agreement. Planetree remains entitled to exclusive proprietary and marketing rights to Planetree ideas,materials and any materials compiled or derived from our materials. When the Planetree logo is added to existing letterhead, web pages or publications, Member agrees to use it exactly as we have developed it. Member shall have the right to use materials developed by Planetree within its organization on a royalty-free basis for the term of this Agreement. New materials developed by the client derived from our programs shall not be distributed or marketed to third parties. Nothing in this Agreement shall constitute consent, express or implied, for Planetree to use as trademark, logo, information, or other material for which Member owns copyright.
Investigations
Planetree reserves the right, without any limitation, to: (i) investigate any suspected breaches any service delivery platform or other systems or networks, (ii)investigate any suspected breaches of these Terms and any applicable Additional Terms, (iii) investigate any information obtained by Planetree in connection with reviewing law enforcement databases or complying with criminal laws, (iv)involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any applicable Additional Terms, and (vi) discontinue providing any and all services,in whole or in part, or, except as may be expressly set forth in any applicable Additional Terms, suspend or terminate all access, in whole or in part,including any user access, at any time, without notice, for any reason and without any obligation to the Client, its users or any third-party.
Any suspension or termination will not affect Client’s obligations to Planetree under these Terms or any applicable agreement. Upon suspension or termination of services, or upon notice from Planetree, all rights granted to under these Terms & Conditions, and under the Service Agreement will cease immediately, and Client agrees that it and allusers will immediately discontinue use of any service delivery platforms. The provisions of these terms, which by their nature should survive suspension or termination will survive.
Updating These Terms
From time to time, Planetree may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), andPlanetree reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If Planetree makes any material change, the Client will be notified using notification requirements outlined in these Terms and/or as outlined in the Service Agreement. Modifications will be effective sixty (60) days from the date posted or as otherwise specified.
Client’s continued use of our Services after changes become effective shall mean that that the Client and/or its users accept all changes. Any revised Terms shall supersede all previous Terms.
Consulting Terms & Conditions
Coaching and Education Services Fee
Coaching and Education Service Fees shall be paid as agreed to and specified in the operative Service Agreement.
Non-Member Fees
Membership pricing discounts are only valid for members in good standing. Coaching and Education Services delivered to any non member shall be delivered at the non-member fee identified in the service agreement. Planetree shall be paid any difference of member / non-member pricing no less than thirty (30) days prior to delivery of the scheduled Coaching and Education Service.
Education Terms & Conditions
Planetree Hub & Academy
Planetree delivers its online education via the Planetree Academy through the virtual Planetree Hub. Use of the Academy and Hub are subject to specific usage terms located on the respective websites.
SCORM Packages
Planetree may provide a Client with Sharable Content Object Reference Model (SCORM)packages to deliver training of Planetree content directly from the Client’s learning management system (LMS). The Client is responsible for payment of ongoing license fees to deliver this content outside of the Planetree Academy and Hub environments. Planetree reserves the right to discontinue all or certain aspects of the SCORM package functionality if ongoing license fees are not paid or not paid on time.
Certification Terms & Conditions
Eligibility Requirements
A facility in operation as a healthcare providing organization is eligible to apply for Person Centered Care Certification if the following conditions are met:
1. Has been in operation for at least (1) year.
2. Provides direct services.
3. Has maintained required licensure to operate in its region.
4. Is in compliance with local quality and safety requirements.
5. Provides attestation that any person can report concerns to Planetree during the assessment process without retaliatory action.
Formal affiliation with Planetree is not a pre-requisite for Person-Centered Care Certification eligibility. As a benefit of Membership, however, Planetree Member’s pricing for Certification services differs from that of non-members.
Scope of Certification
At this time Person-Centered Care Certification is not conferred to specific units or departments within an organization. All care areas of an applicant organization will be assessed during the certification process.
If the applicant organization is a sub-unit of a parent organization, it is eligible to apply for certification independent of the parent if:
· The sub-unit is recognized by patients/residents as a discrete entity and is easily distinguishable from the parent organization (for instance, it is a freestanding building and/or it has a distinct name and recognition apart from its parent organization)
· The sub-unit is self-sufficient enough to be assessed against every criterion for certification independent of its parent organization
· On-site leadership has sufficient autonomy to set and change policy to influence the patient/resident experience at the site-level.
Multi-Site Organizations
If one application is to cover multiple sites for certification and any one site is operating at a lower level of performance on the criteria than the others,the granting of certification will be dependent on the level at which the weakest site is functioning. An organization may submit more than one application if it wishes to have separate assessments for different facilities or entities that it operates, so long as the separate facilities or entities are eligible in accordance with the criteria outlined above. In separate assessments, each certification decision will be independent and based solely on that individual site visit and assessment.
Duration of Term
The Certification team (at any tier is three (3) years. During this term, Certified sites are expected to continue to adhere to the criteria and incorporate appropriate policies and procedures as changes are published and made effective from time to time (though not more often than one time a year).
Mid Progress Check
Amid-term progress check-in will occur approximately 18 months into the Certification term. This is a required part of the Certification process. This check-in will occur virtually and is covered in the cost of Certification.There is no additional cost for this mid-term progress check. A primary function of this meeting is to recap any open items rated as partially met during the Certification assessment, and to review plans for closing those gaps. This process is meant to drive continuous advancement and progress in an organization’s PCC journey.
Re-Certification
Planetree Certified sites may choose to apply for re-certification as they approach the completion of the three-year term. Organizations interested in achieving a higher level of certification than their current award are welcome to re-apply prior to the completion of their three-year term. In such cases, all flagged follow-up action items will need to be closed prior to applying for Re-Certification. However, there are no guarantees that a higher level of Certification will be conferred.
Certification Payment Terms
1. Prior to beginning the Person-Centered Care Certification process, all outstanding invoices with Planetree must be paid in full.
2. The application fee must be received before an applicant will be granted access to the online Certification Management Portal. This fee is waived for Planetree members.
3. The Milestone 1 payment, inclusive of 50% of expected travel expenses related to the assessment, must be received before application documents will be reviewed and Lived Experience Validation (LEV) dates scheduled.
4. The Milestone 2 payment, inclusive the remaining travel expenses related to the LEV,is due 30 days following the conclusion of the LEV. This payment must be received before the assessment findings will be presented to the Certification Committee for a final decision and before the comprehensive Certification report is delivered to the applicant.
5. To ensure seamless flow between the steps of the Certification process, payment for the complete process may be paid in full in advance including estimated travel expenses. All actual travel expenses are due within 30 days post the conclusion of the LEV.
6. Preferred pricing for Certification is provided to organizations that are active Planetree members. This includes a waived application fee and discounted pricing for the assessment process. These discounts are applied with the understanding that an organization will maintain its membership for the duration of its Certification term.
7. If a member organization applies for and is awarded Certification, but discontinues membership during the 3-year Certification term, the organization will be invoiced for the different between the member and non-member rates for Certification which will include the application fee and the non-member rate for the assessment. Payment will be required within 60 days. If not paid within 60 days, Certification will be withdrawn.
Changes to the Certification Criteria
Planetree reserves the right to make additions and/or modifications to the Person-Centered Care Certification criteria and/or measurable elements no more than one time per year. Criteria changes are all approved by the Person-Centered Care Certification Committee and go into effect on January 1st of a given year. All additions and changes will be announced at a minimum two(2) months prior.
Organizations whose applications for Certification are received prior to January 1st will not be assessed according to the new criteria, regardless of when the application is reviewed by the review committee.
Evaluation of Non-English-Speaking Organizations
All Person-Centered Care Certification evaluations conducted by Planetree are in English. In some instances, partner offices conducting the evaluations may doso in the primary language of the country/region. Every effort will be made,however, to reduce the burden to non-English speaking organizations. It may be necessary for the applicant organization to provide interpreters to assist during the on-site validation visit. These interpreters should be qualified to provide translation services and should be independent from the applicant organization (e.g., not staff members).
Conferring Certification
Certification at each level will be conferred by an independent, external committee. The role of this committee is to review all Person-Centered Care Certification scoring decisions. To facilitate this external review, summaries of sites’ performancewill be circulated for committee validation prior to awarding certification.
Decision Impartiality
All certification decisions are to be based solely on the performance of the applicant as demonstrated through information presented and observed during the Certification assessment process (versus pre-existing knowledge or prior experience with the site).
To preserve this level of impartiality, the following arrangements are in place:
· PlanetreePersonnel and contractors are prohibited from participating in the evaluationof an applicant site to which they have provided direct training, coaching, orconsulting services to the applicant site (either in-person or virtually)within the past three years.
· Planetree Personnel will disclose any past or present relationship or employment with applicant organizations. If deemed to have a conflict of interest, they will be prohibited from participating in the evaluation.
· Once the evaluation team is identified, evaluators are restricted from disclosing or discussing details of the evaluation to anyone currently engaged in providing direct training, coaching or consultation to the applicant.
· All application summaries provided to the review committee for final review will be blinded. Any identifying information will be redacted.
· Committee members are required to disclose any conflicts of interest related to sites pursuing Certification. No member of the Committee will participate in any discussion or vote on any matter in which they or a member of their immediate family has a potential conflict of interest due to having a material economic involvement regarding the matter being discussed.
Appeals
Planetree strives for the certification process to be a transparent one, with decisions clearly substantiated through the final report shared with the applicant. If,however, there is dissatisfaction with the certification decision, including the level of certification awarded, applicants can submit an appeal within 30 calendar days of being notified of the decision. This appeal should be submitted in writing to Planetree’s President and should clearly outline the grounds on which the decision is contested.
All appeals will be reviewed by the Person-Centered Certification Committee. Appeals should be addressed to Planetree International, 130 Division Street,Derby, CT 06418, United States of America.
Confidentiality
All information reviewed during the Certification assessment, including patient/resident and employee comments made in focus groups and through the public comment process, will be held in strict confidence. Some verbatim comments will be shared with the applicant but will be shared in an anonymous fashion.
Communication Regarding Significant Events
Itis the responsibility of a site, for the duration of its certification term, to provide information to Planetree on significant events that occur within the organization. The following significant events will automatically trigger a review of the site’s certification status and must be communicated to Planetree within 30 days of their occurrence:
· Involuntary loss of accreditation by a national and/or international accrediting body,including but not limited to The Joint Commission, Joint Commission International (JCI), and others.
· Debarment from participation in federal payer programs
· Uncured bankruptcy, voluntary or involuntary
· Evidence of material misrepresentation
· Failure to maintain a level of performance consistent with the Person-Centered Care Certification criteria
· Voluntary relinquishment of Person-Centered Care Certification
Notice of such significant events must be given in writing and sent directly to Planetree.
Public Information
As a service to healthcare consumers, Planetree will maintain a list on its website of certified organizations. The following information is not deemed confidential and may be made public unless an organization specifically makes a request in writing to keep this confidential:
· Thename(s) of organization(s) scheduled for certification validation assessments.
· Assessment dates once confirmed with an organization.
· Certification expiration dates for certified organizations.
· Which facility(ties) of a multi-facility system are/are not certified.
· An organization’s certification status
To the extent permitted by law, Planetree may publish de-identified and/or aggregated data collected in connection with Planetree assessments and other activities for purposes including the encouragement of improvement in person-centered care. By signing this Agreement, the Client consents to this use of de-identified and/or aggregated data by Planetree.
An applicant organization is free to provide copies of its certification report and status to funding agencies.
Correction of Misinformation
Without limiting any other available right or remedy, Planetree may make a public statement (in any form or media it considers appropriate) to correct any false or misleading statement or representation regarding the Client’s certification status.
Access to Patient & Staff Information
The Client acknowledges that Planetree Certification processes may require Planetree assessors to access records containing personal information and health information including clinical and staff records.
The Client must ensure that its privacy consent forms, privacy policies, and other relevant patient documentation includes such disclosures and consents as may be required by Privacy Legislation to enable the use and disclosure of personal information and health information (as defined in Privacy Legislation) by Planetreefor Certification evaluation purposes.
Additional Assessments
Any additional assessments not included in the Service Agreement will be charged at an additional cost.