1. Introduction

1.1 Purpose of Terms. These Service Terms and Conditions (“Terms”) are established by National Recalls II, LLC, doing business as NR Admin a company registered in California, with its principal office located at 440 N. Barranca Ave, Suite 6335, Covina, CA 91723 (“NR Admin” or “Company”). These Terms govern the provision of services by NR Admin and outline the conditions under which clients and users may engage with and utilize the services provided by NR Admin, as specified herein.

1.2 Acceptance of Terms. By utilizing the services provided by NR Admin, and/or by entering into a Services Agreement with NR Admin, the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions. These Terms supersede and replace any prior agreements, understandings, or proposals related to the services offered by NR Admin, whether oral or written.

2. Definitions

2.1 “Terms” refers to these Terms and Conditions, including any related schedules, exhibits, or amendments.

2.2 “Client” refers to the Client as identified in the applicable Services Agreement, the recipient of services under these Terms.

2.3 “NR Admin” or “Company” refers to National Recalls II, LLC, the service provider under these Terms.

2.4 “Services” refers to the services provided by NR Admin as described in these Terms, the applicable Services Agreement, and any related documents or schedules, which may include appointment scheduling, patient recall management, call handling, and other support services specified by the Client.

2.5 “Site” refers to NR Admin’ websites, including nationalrecalls.com and theperfectrecallsystem.com, through which certain services may be delivered.

2.6 “Effective Date” refers to the date on which these Terms are accepted by the Client through their use of NR Admin’ Services or by entry into a Services Agreement.

2.7 “Services Agreement” refers to the agreement, form or document executed by the Client that specifies the specific services and pricing agreed upon between the Client and NR Admin.

2.8 “Confidential Information” refers to any non-public information disclosed by one party to the other, including patient information, business strategies, pricing, and other proprietary information, which is protected under these Terms.

2.9 “HIPAA” refers to the Health Insurance Portability and Accountability Act of 1996, which governs the protection of health-related information.

2.10 “TCPA” refers to the Telephone Consumer Protection Act of 1991, which governs telemarketing and call consent requirements.

3. Eligibility. The Client represents that all users accessing the Site or utilizing the Services are at least 18 years of age and legally able to enter into binding terms and conditions. Individuals below this age or otherwise unable to form legally binding terms may not access or use the Services.
4. Scope of Services

4.1 Service Provision. NR Admin agrees to provide the Client with the services described in the applicable Services Agreement and/or attached schedule(s) or as otherwise agreed upon in writing (the “Services”). These Services may include, but are not limited to, appointment scheduling, patient recall management, call handling, and other support services selected by the Client.

4.2 Performance Standards. NR Admin will use commercially reasonable efforts to ensure that the Services are performed professionally and in a timely manner. Certain Services may depend on the Client’s timely provision of necessary information, materials, or access to systems.

4.3 Modification of Services. Subject to 6.1 below, any modifications, additions, or changes to the Services must be agreed upon in writing by both parties, typically through an amendment to the applicable Services Agreement, and may be subject to additional fees as determined by NR Admin.

4.4 Client Responsibilities. The Client is responsible for providing all necessary information and access required for NR Admin to perform the Services. Delays or interruptions caused by the Client’s failure to fulfill these responsibilities will not be considered a breach by NR Admin.

4.5 Work Made Available. We acknowledge that the Client’s practice management system may sometimes become temporarily unavailable due to reasons such as power outages, network issues, or the Client’s computer being turned off. In such cases, service fees will still be charged, and this shall not be used as grounds for non-payment or refund requests. Additionally, some work assignments may depend on the Client’s timely provision of specific information (e.g., patient call lists). If the Client fails to provide such necessary information on time, charges for services will still apply.

4.6 Client Responsibility for Call Forwarding. The Client is solely responsible for managing and maintaining any call forwarding settings or features necessary to direct calls to NR Admin. NR Admin shall have no liability for missed or mishandled calls due to incorrect or improperly configured call forwarding by the Client.

4.7 Setup Materials and Delays. The Client acknowledges that delays or inaccuracies in submitting required setup information, onboarding documents, preferences, or account configurations may result in service delays or errors. NR Admin shall not be liable for any issues, including service interruptions or inaccuracies, caused by incomplete, delayed, or incorrect information provided by the Client. NR Admin is not responsible for verifying or confirming the accuracy of reliability of any information provided to NR Medical by the Client.

4.8 Custom Reports. Standard reports related to the Services are included in the applicable Service package. Any request by the Client for custom reports, data compilations, or statistical information may be subject to additional charges. NR Admin will inform the Client of any such costs in advance and will proceed only with written Client approval.

5. Billing and Payment

5.1 Initial Payment. Upon acceptance of these Terms (the “Effective Date”) and completion of the payment authorization form, the Client’s initial payment will be automatically charged by NR Admin. The initial payment will be held as a non-refundable credit until the “go-live” date. If the initial payment is unsuccessful, the onboarding process will be postponed until payment is received.

5.2 Billing Cycle and Overages. Unless otherwise agreed upon in writing, the “go-live” date for Services will be the 7th calendar day following the onboarding call. The next recurring bill date will be one month from the “go-live” date and will recur monthly thereafter. However, in the event Client exhausts their monthly minimum usage before the one-month anniversary of the Effective Date, the recurring bill date will be one month from the Effective Date. Any overages will be billed on a weekly basis.

5.3 Payment Method. All payments will be made by automatic ACH or credit card, as per the payment authorization form completed by the Client. Payments are due before the commencement of Services.

5.4 Late Fees. Payments not received by the due date will incur a $35.00 late charge, which will be added to the following month’s invoice.

5.5 Annual Price Increase. Starting one year after the initial “go-live” date, NR Admin reserves the right to increase prices annually, with a maximum increase of 5% per service. The Company will provide at least 30 days’ notice before any price adjustments.

5.6 Voicemail Billing. For the avoidance of doubt, time incurred listening to and returning voicemails received from patients will be counted as Minutes in which services were provided and will be billed accordingly, in alignment with the schedule of pricing.

5.7 Suspension for Nonpayment. In addition to any late fees assessed under Section 5.4, NR Admin reserves the right to suspend or withhold Services if any invoice remains unpaid for more than seven (7) days past its due date. Services will resume only upon full payment of the outstanding balance. Client acknowledges that suspension of Services for nonpayment does not relieve Client of its payment obligations.

6. Duration and Discontinuation of Services

6.1 Discontinuation or Changes to Services by Client. The Client may discontinue use of the Services or downgrade or otherwise change the Services at any time by providing at least 30 days’ written notice to NR Admin. Upgrades or Increases in the services may be effective immediately upon Company acknowledgement of the written notice, at the company’s discretion. Upon discontinuation, the Client is responsible for ensuring that NR Admin no longer has access to any systems, servers, or databases used in providing the Services. Further Client is responsible for disabling any call forwarding features that had been enabled. For avoidance of doubt, written notice may include email correspondence if Company acknowledges receipt of the email. 

6.2 Discontinuation of Services by NR Admin. NR Admin reserves the right to immediately discontinue Services if the Client breaches any material term of these Terms, engages in unauthorized or prohibited use of the Services, or fails to pay for the Services as agreed. NR Admin will provide written notice of such discontinuation.

6.3 Obligations upon Discontinuation. Upon discontinuation of Services, the Client shall be solely responsible for removing NR Admin’ access to systems and for uninstalling any platforms or software used during the term of the Services, including disabling any call forwarding features that may have been enabled during the Term. NR Admin shall not be liable for any damages arising from the Client’s failure to promptly remove access.

6.4 No Refund Policy. All payments made to NR Admin are non-refundable, including any fees paid in advance for Services not yet rendered. The Client acknowledges that no refund will be provided for the remaining term upon early discontinuation.

7. Call Recording Services

7.1 Consent Requirement. The third party software utilized by NR Admin records all phone calls. The Client consents to the inclusion of a disclaimer played at the beginning of each recorded call, notifying all parties that the call is being recorded. The Client is responsible for obtaining any additional consents from the call participants, as required by applicable federal, state, and local laws.

7.2 Liability for Compliance. While NR Admin will make reasonable efforts to ensure that the required disclaimer is played or stated at the start of each recorded call, the Client assumes full responsibility for legal compliance related to call recording. This includes ensuring that all necessary consents are obtained from call participants.

7.3 Indemnification for Recording Compliance. The Client agrees to indemnify and hold NR Admin harmless from any claims, damages, fines, or penalties arising out of the use of call recording services, including but not limited to non-compliance with federal, state, or local consent laws or misuse of recorded data.

7.4 Limitations of Call Recording Service. NR Admin does not guarantee that call recordings will be error-free, uninterrupted, or meet the Client’s specific requirements. Recordings are provided on an “as-is” basis, and NR Admin assumes no liability for technical issues, loss of recordings, or compliance failures beyond its control.

8. Compliance and Legal Obligations

8.1 HIPAA Compliance. NR Admin agrees to comply with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the California Medical Information Act (“CMIA”) to the extent applicable, as well as any related regulations governing the protection, confidentiality, and security of medical records or other health-related information. NR Admin will handle all patient information in accordance with applicable laws and any Business Associate Agreement (BAA), if applicable, attached to these Terms.

NR Admin strongly encourages the Client to enable the one-time password (OTP) setting in the platform, which requires an OTP for accessing certain reports that contain or may contain Protected Health Information (PHI) or Personally Identifiable Information (PII). This additional security measure is designed to enhance compliance and data security.

Similarly, occasionally, clients request that NR Admin follow a process or procedure or otherwise provide the services in a manner in which is not compliant with HIPAA. Notwithstanding any BAA, the above, or any other provision of these Terms or the Services Agreement, Client agrees to hold NR Admin harmless from any and all claims, damages, costs (including attorney fees) incurred related to the actions of NR Admin and our service providers related to (i) Client’s failure to enable the OTP settings in the platform or (ii) actions taken at Client’s direction.

8.2 TCPA and DNC Compliance. The Client is solely responsible for compliance with the Telephone Consumer Protection Act of 1991 (“TCPA”) and the Federal Trade Commission’s Do Not Call (DNC) regulations, including obtaining all necessary consents required under the TCPA and ensuring adherence to the DNC registry requirements. NR Admin may rely on the Client’s representations regarding compliance and assumes no liability for any related issues. The Client agrees to indemnify and hold NR Admin harmless for any claims, costs, or damages arising from TCPA or DNC violations.

8.3 Confidential Information and Privacy Obligations. Both parties agree to maintain the confidentiality of all non-public information shared during the performance of Services, including patient information, business strategies, and pricing details. Each party agrees not to disclose such information to third parties without the prior written consent of the other party, except as required by law or to perform Services under these Terms.

8.4 Client Responsibilities for Data Collection and Consents. The Client is responsible for ensuring that any personal data provided to NR Admin has been collected, disclosed, and shared in compliance with all applicable privacy and data protection laws, including HIPAA, CMIA, and any other relevant legislation. The Client must obtain necessary consents from individuals whose information may be shared with NR Admin.

8.5 Use of Client Phone Numbers for Caller ID. By accepting these Terms, the Client grants NR Admin permission to use the Client’s phone number as a caller ID for outbound calls to the Client’s patients or customers as required for the Services.

9. Privacy and Data Protection

9.1 Privacy Policy. The collection, use, disclosure, and protection of personal information provided through the use of NR Admin’ Services are governed by the NR Admin Privacy Policy, which is incorporated into these Terms by reference. The Client acknowledges that they have reviewed and agreed to the terms of the Privacy Policy.

9.2 Confidential Medical Information. In handling medical information, NR Admin complies with HIPAA, the California Medical Information Act (CMIA), and other applicable laws protecting patient privacy and confidentiality. NR Admin will take appropriate measures to safeguard all health-related information shared under these Terms.

9.3 Client Responsibilities for Data Protection. The Client is responsible for ensuring that any personal data provided to NR Admin has been collected, disclosed, and shared in compliance with all applicable privacy and data protection laws, including HIPAA, CMIA, and other relevant legislation. The Client must ensure that all necessary consents have been obtained before sharing personal information with NR Admin.

9.4 Data Security. NR Admin employs industry-standard security measures to protect personal and health-related information from unauthorized access, loss, or misuse. NR Admin makes no warranty that its security measures will prevent all potential security breaches. The Client agrees to hold NR Admin harmless for any damages arising from unauthorized access to data unless caused by NR Admin’ gross negligence or intentional misconduct.

9.5 Data Access and Removal upon Discontinuation. Upon discontinuation of the Services, the Client is solely responsible for ensuring that NR Admin no longer has access to any systems containing personal or health-related information of the Client’s patients or customers. NR Admin shall not retain any of the Client’s data unless required by law.

9.6 Data Processing Agreement (DPA). Upon request, NR Admin may enter into a separate Data Processing Agreement (“DPA”) with the Client to address data protection and privacy obligations in greater detail. In the event such a DPA is executed between the parties, the terms of the DPA shall govern and control with respect to the processing of personal data and shall supersede any conflicting terms in these Terms. If no such DPA is executed, the data protection and privacy obligations set forth in these Terms shall apply.

10. Usage Rules and Restrictions

10.1 Authorized Use. The Client is granted a non-exclusive, non-transferable, revocable license to access and use the Services provided by NR Admin solely for the purposes specified in these Terms. The Client shall not permit any unauthorized third party to access or use the Services.

10.2 Prohibited Actions. The Client agrees not to:

1. Copy, adapt, reverse engineer, decompile, or attempt to discover the source code of any software or systems used by NR Admin in providing the Services.
2. Distribute or introduce any harmful code, viruses, or disruptive mechanisms into the systems or networks associated with the Services.
3. Use the Services to send spam, engage in unsolicited communications, or violate any applicable telemarketing laws.
4. Interfere with or disrupt the integrity or performance of the Services or attempt to gain unauthorized access to systems, networks, or information.

10.3 Client Conduct. The Client agrees to interact respectfully with NR Admin’ staff and representatives. If the Client’s behavior is deemed threatening, abusive, or offensive at any time, NR Admin reserves the right to terminate access to the Services immediately.

10.4 Damages and Indemnification The Client shall be liable for any damages resulting from a breach of this section. The Client agrees to indemnify NR Admin for all costs, expenses, and fees (including attorney’s fees) arising from or related to such a breach.

11. Limitation of Liability and Disclaimers

11.1 Disclaimer. NR ADMIN PROVIDES ITS SERVICES ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. NR ADMIN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE CLIENT ACKNOWLEDGES THAT NR ADMIN DOES NOT GUARANTEE UNINTERRUPTED, ERROR-FREE, OR TIMELY SERVICES.  NR ADMIN IS NOT LIABLE FOR ANY CLAIMS ARISING FROM THE RECORDING OR USE OF RECORDED CALLS, INCLUDING BUT NOT LIMITED TO COMPLIANCE VIOLATIONS, UNAUTHORIZED DISCLOSURES, OR MISUSE OF CALL RECORDINGS.

EXCEPT AS PROVIDED UNDER SECTIONS 8.1 AND 8.2 ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE.

11.2 Limitations on Liability. Except for liabilities incurred related to Section 8.1 and 8.2 above, NR Admin’ total aggregate liability for any breach of these Terms or any claim arising out of the services shall not exceed the total amount paid by the Client under these Terms in the six (6) months preceding the event giving rise to such claim.

11.3 Disclaimer on Performance Guarantees. NR Admin does not warrant that the services will achieve any specific outcome or meet any specific Client requirements. The Client expressly acknowledges that NR Admin is not responsible for patient no-shows, late arrivals, double-scheduled or mis-scheduled appointments, or other scheduling errors, including but not limited to those caused by NR Admin.

12. Indemnification

12.1 Client Indemnification of NR Admin. The Client agrees to indemnify, defend, and hold NR Admin harmless from and against any claims, damages, liabilities, costs, or expenses, including reasonable attorney’s fees, arising from:

1. The Client’s misuse of the Services;
2. The Client’s breach of these Terms;
3. Non-compliance with applicable laws or regulations, including but not limited to HIPAA, TCPA, and privacy or data protection laws; and
4. Any third-party claims arising from the Client’s failure to obtain required consents, comply with legal obligations, or otherwise in connection with or related to the provision of Services by NR Admin to Client.

12.2 Indemnification Procedure. NR Admin will promptly notify the Client of any indemnifiable claim and allow the Client to assume control of the defense of such claim. NR Admin reserves the right to participate in the defense at its own expense, and the Client shall not settle any claim without NR Admin’ prior written consent, which will not be unreasonably withheld.

13. Non-Solicitation

13.1 Non-Solicitation of Personnel. The Client acknowledges that NR Admin has invested in the recruitment and training of its personnel. During the term of these Terms and for a period of 12 months following the termination or expiration of the Services, the Client agrees not to:

1. Solicit or attempt to hire any employee or contractor of NR Admin who was involved in providing Services to the Client; or
2. Directly work with or otherwise interfere with NR Admin’ relationship with its personnel, whether employees or contractors, without prior written consent from NR Admin.

13.2 Breach of Non-Solicitation Clause. Any breach of this non-solicitation provision by the Client will entitle NR Admin to seek damages and any other remedies available under law, including injunctive relief to prevent further breaches.

14. Governing Law and Dispute Resolution

14.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

14.2 Dispute Resolution Process. In the event of any dispute or claim arising out of or relating to these Terms, the parties agree to attempt in good faith to resolve the matter through direct negotiations. If the dispute remains unresolved for 45 days after written notification by either party, the parties agree to submit the dispute to final and binding arbitration in Los Angeles County, California, under the rules of the American Arbitration Association.

14.3 Waiver of Jury Trial and Class Action. Both parties hereby irrevocably waive any right to a trial by jury in any legal proceeding arising out of or relating to these Terms. Additionally, both parties agree that any disputes related to these Terms shall be resolved individually and waive the right to participate in any class action or representative proceeding.

14.4 Equitable Relief. Notwithstanding the above dispute resolution procedures, NR Admin reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or remedy any actual or threatened breach of these Terms by the Client that may cause irreparable harm to NR Admin.

15. Miscellaneous

15.1 Intellectual Property. The information available through the Services is the property of NR Admin and is protected by copyright, trademark, and other intellectual property laws. All copyrights and intellectual property rights, including without limitation all written and graphical content included in the Services and the NR Admin logo, are owned by NR Admin and may not be used without prior written consent.

15.2 Severability. In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, that provision shall nonetheless be enforceable to the fullest extent permitted by law. The unenforceable portion shall be deemed severed from these Terms, and such determination shall not affect the validity and enforceability of any other remaining provisions.

15.3 Statute of Limitations. Both parties agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose, or it will be permanently barred.

15.4 Entire Agreement and Modifications. These Terms, along with the Services Agreement, represent the complete and exclusive agreement between NR Admin and the Client regarding the Services and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written. Any modification, amendment, or waiver of any provision of these Terms must be in writing and, unless otherwise specified in this Agreement, signed by both parties to be effective. NR Admin reserves the right to update or modify the terms of these Terms by providing written notice to the Client. Any changes will become effective 30 days after notice is provided, unless otherwise agreed.

15.5 Assignment and Non-Waiver. The Client may not assign these Terms without the prior written consent of NR Admin, and any attempted assignment without such consent shall be void. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

15.6 Ownership of Systems and Caller ID Numbers. All software, telephone numbers, caller ID lines, scripts, protocols, procedures, and any other tools or materials used by NR Admin to deliver the Services are and shall remain the sole property of NR Admin. Upon termination of the Services, the Client shall have no rights or ownership interest in any such tools or materials, including any assigned caller ID numbers used for outbound calls.