Terms and Conditions

Services. Company will provide a proprietary cloud-based software-as-a-service platform and related content, data and services (the “Service(s)”) to the Customer under this Agreement, including (without limitation) any third-party software of other Intellectual Property including therein or accessed thereby, as identified in Statements of Work, including its technology components and related documentation.

Statements of Work. This agreement governs each Statement of Work, except that any conflict between the terms of this agreement and a Statement of Work will be resolved in favor of the Statement of Work if the Statement of Work explicitly states that it is intended to modify the conflicting terms of this agreement. This agreement does not obligate Customer to engage Company to perform any Services, or Company to perform any Services, until both parties have signed a Statement of Work and then only for the work specified in the Statement of Work. Both parties must sign a Statement of Work for it to be effective. The parties may terminate any individual Statement of Work without affecting the remaining agreement or any other Statement of Work. If Company commences Services for Customer in the absence of a Statement of Work and Customer accepts such Services, this agreement will nevertheless apply, unless the parties otherwise mutually agree in writing. Company will, at no cost to Customer, promptly and satisfactorily correct any Services or deliverables found to be defective or not in conformity with the requirements of this agreement and the applicable Statement of Work.

  1. SAAS SERVICES AND SUPPORT

    1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms agreed upon in the Statement of Work. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account. Company reserves the right to refuse registration of/or cancel passwords it deems inappropriate.
    2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in the Statement of Work.
  2. RESTRICTIONS AND RESPONSIBILITIES

    1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
    2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
    3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any third-party claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
    4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
    5. COMPANY DOES NOT, AND THE SERVICES DO NOT, PROVIDE ANY MEDICAL ADVICE WHATSOEVER. ANY INFORMATION OR CONTENT PROVIDED BY COMPANY IN CONNECTION WITH THE SERVICES IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE INFORMATION PRESENTED BY COMPANY THROUGH THE SERVICES: (A) IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT, AND (B) IS NOT INTENDED, AND MUST NOT BE INTENDED, TO REPLACE MEDICAL ADVICE, DIAGNOSIS OR TREATMENT FROM CAPABLE MEDICAL EXPERTS. CUSTOMER AND CUSTOMER PERSONNEL ALONE SHALL BE RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS BY ANY OF THEM THAT WERE BASED ON THE SERVICES AND ANY INFORMATION PROVIDED BY THE SERVICES AND ANY DECISIONS, ACTIONS AND/OR OMISSIONS THAT DERIVE FROM THE USE OF THE SERVICES OR THE INFORMATION THE SERVICES PROVIDE, INCLUDING ANY DECISION NOT TO SEEK MEDICAL ADVICE, TREATMENT OR DIAGNOSIS. Without limiting the foregoing, Customer acknowledges and agrees (on behalf of itself and all Customer Personnel) that it is solely and fully assuming the risks of using the Services to conduct its business activities, services or transactions, including interacting with Patient through the Services, and that Customer (and each Customer Personnel) is solely responsible for complying with all applicable professional standards and obligations. Customer (on behalf of itself and all Customer Personnel) agrees that Company shall not be liable or responsible for any damages, claims, liabilities, costs, harm, inconvenience, business disruptions or expenditures of any kind that may arise as a result of or in connection with any activity of its Authorized Parties acting through or related to the Services, including in connection with the death or bodily injury of any Patient. Customer (and each Customer Client) is solely responsible for its engagement with any Authorized Party and any medical advice given, treatment or other transactions conducted on, through or as a result of use of the Services. Company shall not be responsible or liable for any claims of malpractice or other claims related to Customer’s (or any Customer Personnel’s) medical advice, diagnosis or treatment.
  3. CONFIDENTIALITY; PROPRIETARY RIGHTS

    1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
    2. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
    3. Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services, diagnostic and corrective purposes in connection with the Services, and (ii) disclose such data solely in aggregate and de-identified form in connection with its business. Notwithstanding the foregoing, in no event will Company disclose to any third party any of Customer’s identifiable data. Company’s use of aggregated data will not reveal the identity of any individual or the Customer.
  4. PAYMENT OF FEES

    1. Customer will pay Company the then applicable fees described in the Statement of Work for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Statement of Work or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial service term or then-current renewal term as defined in the Statement of Work, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 90 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
    2. Company shall bill through an invoice and full payment for invoices issued in any given month must be received by Company net thirty (30) days after Customer’s receipt of invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income. If a delinquency occurs, the Company may, at its option (and without relieving Customer from its payment obligations), revoke, suspend or disclaim Customer’s right to utilize any of the Software (including the Customer Account), and all other rights of Customer hereunder, until payment in full is made.
  5. TERM AND TERMINATION

    1. Subject to earlier termination as provided below, this agreement begins on Effective Date and continues for a period of five (5) years, but the terms of this agreement will survive and apply to any Statement of Work outstanding as of the effective date of termination. Upon expiration of such period, this agreement will automatically renew on a month-to-month basis until either party gives at least ninety (90) days prior written notice of termination.
    2. In addition to any other remedies it may have, either party may also terminate this Agreement upon sixty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
  6. WARRANTY AND DISCLAIMER

    Company represents, warrants, and covenants to Customer as follows: (i) Customer shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner; (ii) The Services shall not infringe or constitute an infringement or misappropriation of any third party intellectual property rights; (iii) Neither Company nor any of its personnel have been or will be excluded, debarred, suspended or otherwise deemed ineligible to participate in any Federal health care programs or in Federal procurement or non-procurement programs nor is included on the list of sanctioned individuals maintained by (1) the US Department of Health and Human Services’ Office of Inspector General; (2) the General Services Administration; or (3) Connecticut’s Quality Assurance Administrative Actions List; if Company or any of its personnel is sanctioned or added to one of these three lists, Company must promptly notify Customer, and Customer shall have the right to immediately terminate the Agreement in the event that Company is sanctioned or added to one of the three aforementioned lists at any time during the term of this Agreement. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  7. INDEMNITY

    Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

  8. LIMITATION OF LIABILITY

    NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, BREACH OF LAW, INDEMNIFICATION OBLIGATIONS, AND BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  9. MISCELLANEOUS

    1. Medicare Access to Books and Records. As and if required by 42 U.S.C. Section 1395x(v)(1)(I) and any regulations promulgated thereunder, Company shall, upon written request, make available, until the expiration of four (4) years from the termination of services under this Agreement, to the Secretary of Health and Human Services of the United States, and to the Comptroller General of the United States, or to any of their duly authorized representatives, this Agreement and any books, documents and records of Company that are necessary to certify the nature and extent of costs under this Agreement. If Company carries out any of the duties under this Agreement through a subcontract with a related organization having a value or cost of Ten Thousand Dollars ($10,000) or more over a twelve-month period, Company agrees that such subcontract shall contain a clause to the effect that until the expiration of four (4) years from the termination of services under such subcontract, the related organization shall make available to the parties upon the terms specified in the preceding sub-paragraph, the subcontract and any books, documents and records of such organization that are necessary to verify the nature and extent of costs under the subcontract.
    2. Non-Discrimination and Affirmative Action. Company agrees that in providing services under this Agreement, Company shall be subject to and shall comply with applicable statutes, rules and regulations prohibiting discrimination on the basis of race, color, creed, religion, sex, gender, sexual orientation, pregnancy, gender identity or expression, national origin or ancestry, citizenship status, alienage, disability, age, marital status, partnership status, genetic disorder, genetic predisposition or genetic carrier status, military status, covered veteran status, status as a victim of domestic violence, sex offense or stalking, source of payment, or other protected characteristic.
    3. Fraud and Abuse Prevention; Whistleblower Protection. Company acknowledges and agrees that it shall comply with all applicable federal and state fraud and abuse laws and regulations, including all applicable requirements imposed by Section 6032 of the Deficit Reduction Act of 2005 (“DRA”).
    4. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable preserving to the fullest permissible extent the Parties’ intent and agreements set forth in the Agreement.
    5. Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent which such consent shall not be unreasonably withheld. Company may transfer and assign any of its rights or delegate any of its duties under this Agreement only upon Customer’s written consent which such consent shall not be unreasonably withheld. The Agreement shall be binding on the Parties and their respective successors and permitted assigns.
    6. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties. The Agreement mergers, integrates, and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
    7. Parties’ Relationship. The parties to the Agreement are independent parties. Company, in furnishing the Services, is acting as an independent contractor of Customer. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority to represent or bind the other party in any respect whatsoever.
    8. Notice. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
    9. Governing Law; Forum for Disputes. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Except to the extent necessary to obtain jurisdiction over a third party, any legal action, suit or proceeding arising out of the Agreement shall be brought solely and exclusively in the State of Delaware, and each party irrevocably accepts and submits to the sole and exclusive jurisdiction of tribunals in the State of Delaware.
    10. No Waiver. No failure, delay or omission by a party to exercise any right, remedy or power it has under the Agreement shall impair or be construed as a waiver of such right, remedy or power. A waiver by any party of any breach of covenant shall not be construed to be a waiver of any succeeding breach of such covenant or a breach of any other covenant. All waivers shall be in writing and signed by an authorized representative of the waiving Party
    11. Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
Intely is provided by:

Intely, Inc (www.intely.io)109 Ambersweet Way, Suite 649Davenport, FL 33897

Owner contact email: [email protected]