SHOEBOX LTD. TERMS OF SERVICE FOR AUDIOLOGICAL SERVICES

Last Revised: May 12, 2020

These Terms of Service for a subscription to SHOEBOXⓇ Audiological Services (“AUD Terms”) form a legal agreement between the SHOEBOX customer identified in a SHOEBOX quote that includes Audiological Services (“Customer”) and SHOEBOX Ltd., 301-80 Aberdeen St. Ottawa, ON K1S 5R5 (“SHOEBOX“). These AUD Terms are effective as of the date of customer’s signature on the quote and will continue until the provision of Services is concluded. Collectively, the audiological services outlined in the quote are referred to as “Services” in these AUD Terms.

1. AUDIOLOGICAL SERVICES 

1) Audiology Review Services

a) Provided that an authorized signing officer of Customer has signed the SHOEBOX Data Access Form, the SHOEBOX Audiological Review Team (the “Team”) will remotely review and assess audiograms generated by the Customer testing the hearing of its employees using SHOEBOX Audiometry Standard and/or Pro and backing such data up in the SHOEBOX Data Management Portal (“Portal”) as part of Customer’s Hearing Conservation Program (“HCP”). The Team will use the applicable review criteria (“Review Criteria”) in its assessment in accordance with the Occupational Safety and Health Administration Act (“OSHA”) and/or the Mine Safety and Health Administration (MSHA”), as applicable. Examples of such Review Criteria include, but are not limited to, the following:

  • OSHA Standard Threshold Shift (STS) Criteria
  • OSHA Recordable Shift Criteria
  • MSHA Significant Threshold Shift (STS) Criteria
  • MSHA Reportable Shift Criteria
  • Problem audiograms: Audiograms that meet predefined audiological and/or medical criteria (e.g. significant asymmetry).

b) SHOEBOX will perform Audiology Review Services for the number of employees and for the states/jurisdictions identified on the quote. Customer can perform retests at any time. Note that if a retest workflow was agreed upon prior to the start of testing, that workflow should be respected for the duration of the Services unless a change is mutually agreed-upon by the Customer and the Team. Retests are strongly recommended, and should be performed within 14 days of the regular/annual test. SHOEBOX is not responsible for any damages, delays or misreporting due to the Customer not performing tests or retests as required by OSHA or MSHA. The Team will revise baseline audiograms if they meet the revision criteria specified by the National Hearing Conservation Association (“NHCA”), or for clinical reasons if a disorder has been identified. SHOEBOX is not responsible or liable for any complications or damages related in any way to inaccuracies in baselines generated from data received by SHOEBOX from Customer or third party sources.

c) The Team will assess all shifted audiograms for non-noise-related hearing loss indications. A member of the Team will provide a statement that reclassifies shifts as non-noise related, and therefore deemed not work-related.

d) Audiological Review Services will be performed within 8 days of the test being available in the Portal to enable Customer to input the necessary entries onto the OSHA/MSHA log, as applicable, within 30 days of the original annual test date as required by OSHA/MSHA. SHOEBOX is not responsible or liable for any delays in the Customer entering the data in the OSHA/MSHA log.

e) Audiological Review Services includes up to 2 hours of audiological consultation to address questions regarding specific cases. Customer shall send an email to audiology@shoebox.md to request assistance and the Team shall respond within 2 business days after receipt of the email.

2) Audiology Onboarding: Prior to commencing any Audiology Review Services, a member of the Team will deliver one web- or phone-based audiology onboarding session to the Customer in order to review the workflow, establish configuration settings in the Portal, and train the Customer on the use of the Portal for the purposes of monitoring and addressing items that require Customer attention based on the Team review (“Onboarding Session”). Customer agrees that it will only start testing after the Onboarding Session has been completed. SHOEBOX is not responsible or liable for any data, review, or processing issues or delays that are caused by Customer starting testing prior to the Onboarding Session.

3) Audiology Consulting Services: 

Customer may also subscribe for Audiology Consulting Services in a quote, which may include:

  • Updating a set of historic baselines (quantity specified and agreed upon in the quote) prior to Customer testing a specific group of employees. In order to scope these Services, the Team will need to review Customer’s imported data;
  • Researching and providing contact information for a local audiologist to whom Customer can refer employees requiring a more comprehensive assessment;
  • Answering questions about testing scenarios, complex employee/patient cases, etc.;
  • Additional custom reporting requests; or,
  • Other Services as agreed by the parties

2.  CUSTOMER RESPONSIBILITIES

Customer is responsible and accountable for:

1) Establishing a Customer Prime, who is the representative of Customer and who is authorized to request and approve changes to the Services being performed.

2) Uploading all historic audiograms in the Portal, including initial and revised baselines for each ear.

3) Compliant test and retest completion:

  • Completeness of new audiogram results (e.g. all frequencies with a valid test value for each ear: 500, 1000, 2000, 3000, 4000, 6000, and 8000 Hz).
  • Ensuring that an intake hearing health questionnaire has been completed for each employee for each new annual audiogram.
  • Ensuring that testing has been completed in an environment compliant with regulatory ambient noise levels.
  • Addressing “retest” actions in the Portal by ensuring retests are completed when previous tests resulted in incomplete audiograms, too noisy conditions, inconsistent results.

4) Providing a copy of the annual hearing test results to each employee, whether or not a shift in hearing has been identified.

5) Monitoring and following-up on SHOEBOX recommendations. This may include inquiries into particular test systems, or testing environments that require additional attention.

6) Once Customer has actioned the follow-up recommendations, the Customer Prime shall change the categorization of that particular employee in the Portal to indicate that the recommended follow-up recommendation has been read and actioned. This allows that employee record to be ready for the next annual evaluation.

7) Notifying the employee of Referral Recommendations: Addressing any “referral” actions in the Portal by notifying the employee of the referral.

8) Performing data entry and removal on the OSHA/MSHA log, as applicable: Entering  recordable shifts on the OSHA/MSHA log within 30 days of the employee’s initial annual hearing test, or 37 days of the initial test if a retest was completed within 30 days of the initial test. Confirmed recordable noise-related shifts (R-STSs) should be entered on the OSHA/MSHA log. Review of follow-up tests may result in a directive to have that employee repealed from the OSHA/MSHA log outside of the reportability window.

9) Configuring and adhering to Portal settings per the Team’s recommendations: Customer will configure the Portal Data Management rules for auto-triage as recommended by the Team and agrees that Customer will not change the configuration in the Portal without reviewing it with Team. SHOEBOX  shall not be responsible or liable for any missed reviews due to misconfiguration or changes by Customer or any 3rd party performing services for  the Customer.

10) As OSHA only permits audiologists or physicians to change baselines, Customer represents and warrants that it will not change baseline audiograms without approval from a licensed audiologist.

11) It is imperative that the Team be aware of ALL of the states that employees are being tested in as Audiological licensure is state-based and each state has specific SHOEBOX Audiology Reviewers assigned to it. As such, Customer will notify SHOEBOX at least 30 days in advance of any significant increase (>50)  in the number of employees in the HCP or of any change to the specific states in which Services are to be conducted to enable the parties to sign a new quote to reflect any agreed changes to the Services.

12) Customer agrees to provide email notice to audiology@shoebox.md within two (2) business days of receiving notice of an audit related to the Services. Customer agrees to provide, and continue to provide, SHOEBOX with all information necessary to enable the Team to assist Customer in its timely response to the audit.

3.  BILLING AND PAYMENT

1) SHOEBOX will perform the Services set out in the quote and Customer will make payment to SHOEBOX on the terms set out in the applicable invoice. In the event that the scope of Services changes from what is detailed in the quote, including but not limited to changes to the number of employees or the states requiring coverage, the parties agree to sign a new quote to reflect such changes.

4.  TERM,  TERMINATION AND MODIFICATION OF AUD TERMS

1) The subscription to the Services will start on the date that the invoice for the Services is issued (“Subscription Start Date”), however the Team is responsible only for the audiograms obtained after the On-boarding training session. The Services shall auto-renew for successive one (1) year terms on the anniversary of the Subscription Start Date unless one party delivers thirty (30) days’ prior written notice of non-renewal to the other party.

2) Either party may terminate these AUD Terms: (i) for material failure by the other party to comply with the terms of these AUD Terms (provided such breach is not cured within 30 days after written notice of the breach is received from the other party); or (ii) immediately in the event the other party seeks the protection of any bankruptcy court, becomes insolvent, or makes an assignment for the benefit of creditors. In the event of such termination, Customer shall immediately pay to SHOEBOX all amounts due for Services performed as of the date of termination.

3) SHOEBOX reserves the right, in its sole discretion, to modify, discontinue or terminate any part of the Services or modify these AUD Terms at any time by posting the revised terms at www.shoebox.md and they will be effective as of the Last Revised date.

5.  MISCELLANEOUS

1) These AUD Terms will be governed by the laws of the Province of Ontario without regard to its conflicts of laws rules. The parties agree that the courts in Ottawa, Ontario, Canada are appropriate forum for any claims related to these AUD Terms.

2) These AUD Terms and the quote constitute the entire agreement between the parties with respect to the Services and supersede any prior agreement between the parties relating to the same subject matter, whether written or oral. . If any of the provisions of these AUD Terms is held to be in violation of applicable law, void or unenforceable in any jurisdiction, then such provision is hereby waived or amended to the extent necessary for these AUD Terms to be otherwise enforceable in such jurisdiction. Notices are to be provided by email. These AUD Terms are binding upon the parties’ respective representatives, successors, and assigns; however, Customer may not assign these AUD Terms and the quote without the prior written consent of SHOEBOX.