- Purpose: The Company agrees to provide Wendi (hereinafter referred to as “Platform”) as a SaaS (Software as a Service) for patient acquisition, communication and screening and also provide for the maintenance and support.
- Services: The Company shall provide the best possible services:
- Customer and Authorized Users access to the Platform.
- Customer Professional Services.
- Subscription Audits: Each subscription service and other related professional services shall provide the specification of the services, the platforms used, user limitations, the subscription term, and terms and conditions.
- Changes to Platform: The Company may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to:
- Maintain or enhance-
- The quality or delivery of the Company’s products or services to its customers
- The competitive strength of, or market for, the Company’s products or services
- Such Platform’s cost efficiency or performance
- Maintain or enhance-
- Comply with applicable law.
2. Platform Access and Authorized User
- Administrative Users: During the configuration and set-up process for the Platform, the Customer will identify an administrative username and password for the Customer’s account with the Company. The Company shall reserve the right to refuse registration of or cancel usernames and passwords or delete accounts as it deems inappropriate.
- Authorized Users: Customers may allow its number of employee users as is indicated on Plan selected to use the applicable Platform on behalf of Customer as “User Seats”
- Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User but may be reassigned to new Authorized Users.
- Authorized User Conditions to Use:
- As a condition to access and use of a Platform
- Customer Users shall agree to abide by the terms of this Agreement, or a subset thereof.
- Vendor Users shall agree to abide by the terms of the Company’s Vendor Terms of Service applicable to such Platform, and, in each case, Customer shall ensure such compliance.
- The Customer shall immediately notify the Company of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation.
- Account Responsibility:
- The Customer shall be responsible for:
- All uses of any account that Customer has access to, whether or not the Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use.
- Securing the Company account, passwords (including but not limited to administrative and user passwords), and files.
- The Customer shall be responsible for:
- The Company shall not be responsible for any loss of information due to any irresponsible act such as loss of the password by the user.
All confidential information that is communicated to and obtained by the Company from the Customer in connection with performing the above-mentioned services shall be held by the Company in full trust. At no time the Company shall use any confidential information obtained through conducting this service contract either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner.
4. Proprietary Rights
- The Company shall reserve the right to all title interest.
- The Company shall own and retain all rights, title, and interest in:
- Any kind of services software, applications, inventions, or other technology developed in connection with the Services;
- All intellectual property and proprietary rights in and related to any of the foregoing subscription services (collectively, “Services IP”).
- To the extent Customer acquires any right, title, or interest in any Services IP, Customer hereby assigns all of its right, title, and interest in such Services IP to the Company.
- Customer Data and Vendor Information License: Customer hereby grants the Company a non-exclusive, transferable, sublicensable, worldwide, and royalty-free license to use and otherwise exploit (i) Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve a Platform, Software and Services, both during and after the Term, and (ii) Vendor Information for any lawful purpose. To avoid any doubt, the Company shall use, reproduce, and disclose Platform, Software and Services-related information, data, and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer, all of which information, data, and material, will be owned by Company. It is the Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through Company or any Platform following the expiration or termination of this Agreement.
- Intellectual Property: The Company shall retain all the subscription services, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including the Company’s name, logos and trademarks reproduced through the Service.
5. Payment Terms
- The Customer shall pay the Company the then-applicable fees described in a Plan as applicable, in accordance with the terms set forth therein (“Fees”).
- The Company will bill through credit card, in which case a card must be on file for a given month or annual payment after the signing of the agreement and prior to account set up.
- Expired or invalid credit cards on file from Customer must be replaced within 10 days of being notified of such issue with credit card.
- The Company further reserves the right to suspend Services in the event of payment delinquency.
- Compliance with Notification Laws: The Company shall comply with all applicable laws regarding the notification of individuals in the event of an unauthorized release of personally identifiable information and notification other unauthorized data and information disclosures.
- Procedure After Unauthorized Disclosure: Within [Time Period] of discovering any breach of the Company’s security obligations or any other event requiring notification under applicable law, The Company shall notify Customer, and any other individual’s Law requires to be notified, of the breach or other events by telephone and e-mail.
- The term of the agreement is twelve (12) months from date of quote signing with an auto renewal for consecutive twelve (12) month periods after the prior twelve-month lapses. The customer may terminate the auto renewal sixty days (60) prior to agreement renewal with notice to the Company.
- Each party may terminate this agreement for breach with immediate effect by delivering notice of the termination to the other party, if:
- The other party has made any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and;
- The failure, inaccuracy, or breach continues for a period of thirty (30) days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
If the customer terminates the agreement for convenience prior to twelve (12) month term the remaining amount due on term will become due and payable unless provided for elsewhere in signed quote.
- The Company may terminate this agreement with immediate effect by delivering notice of the termination to the Customer if the Customer fails to pay the license fee amount time two (2) times over first 12 months.
- Upon termination of this Agreement, the Company shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Customer immediately.
The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.
9. Limitation of Liability
- In no event shall either Party:
- have liability arising out of or related to this Agreement, whether, in contract, tort or under any other theory of liability exceed in the aggregate of the total fees paid or owed by the Customer and Vendors hereunder during the three months immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident).
- have any liability to the other for any lost profits or revenues or any indirect, incidental, consequential, cover, special, exemplary, or punitive damages, howsoever caused, whether, in contract, tort, or under any other conditions of liability.
- The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law.
In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and Seat shall be [State]. The Arbitrators’ decision shall be final and will be binding on both the Parties.
- Assignability: Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.
- Notices: Any notice required to be given to the Customer shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the Company.
- Force Majeure: Neither party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party’s reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
- Modification: No modification of this Agreement shall be made unless in writing, signed by both parties.
- Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
- Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the Los Angeles, California If the disputes under this Agreement cannot be resolved by Arbitration, they shall be resolved by litigation in the courts of Los Angeles, California including the federal courts therein, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it.
- Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in the [State/Court/Region]. The Parties each represent that they have the authority to enter into this Agreement.
- Entire Agreement: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior contracts between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.