Wendi Terms of Use

1. Services

1. 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 maintenance and support.
2. Services: The Company shall provide the best possible services:
   1. Customer and Authorized Users access to the Platform.
   2. Customer Professional Services.
3. Subscription Audits: Each subscription service and related professional Service shall specify the services, platforms used, user limitations, subscription terms, and terms and conditions.
4. Changes to Platform: The Company may, in its sole discretion, make any changes to any Platform that it deems necessary or proper to:
   1. Maintain or enhance-
      1. The quality or delivery of the Company’s products or services to its customers
      2. The competitive strength of, or market for, the Company’s products or services
      3. Such a Platform’s cost efficiency or performance
   2. Comply with applicable law.

2. Platform Access and Authorized User

1. Administrative Users: During the Platform’s configuration and set-up process, the Customer will identify an administrative username and password for the Customer’s account with the Company. The Company reserves the right to refuse registration, cancel usernames and passwords, or delete accounts deemed inappropriate.
2. Authorized Users: Customers may allow the number of employee users as indicated on the Plan selected to use the applicable Platform on behalf of the Customer as “User Seats”.
3. Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User; however, they may be reassigned to new Authorized Users.
4. Authorized User Conditions to Use:
   1. As a condition to access and use a Platform
      1. Each Authorized User agrees to abide by the Company’s end-user terms of use, which it may adopt from time to time.
      2. Customer Users shall agree to abide by the terms of this Agreement or a subset thereof.
      3. Vendor Users shall agree to abide by the terms of the Company’s Vendor Terms of Service applicable to such Platform, and the Customer shall ensure such compliance in each case.
      4. The Customer shall immediately notify the Company of any violation of the terms of any of the preceding by any Authorized User upon becoming aware of such violation.
5. Account Responsibility:
   1. The Customer shall be responsible for:
      1. 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.
      2. Securing the Company account, passwords (including but not limited to administrative and user passwords), and files.
   2. The Company shall not be responsible for any loss of information due to any irresponsible act, such as the user’s loss of the password.

3. Confidentiality

All confidential information communicated to and obtained by the Company from the Customer in connection with performing the services mentioned above shall be held by the Company in complete trust. At no time shall the Company 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

1. Ownership:
   1. The Company shall reserve the right to all title interest.
   2. The Company shall own and retain all rights, title, and interest in:
      1. Any services, software, applications, inventions, or other technology developed in connection with the Services;
      2. All intellectual property and proprietary rights in and related to any of the preceding subscription services (collectively, “Services IP”).
   3. To the extent Customer acquires any right, title, or interest in any Services IP, Customer now assigns all of its right, title, and interest in such Services IP to the Company.
2. Customer Data and Vendor Information License: Customer at this moment 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 valuable 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 the Customer acknowledges that it will not have access to Customer Data through the Company or any Platform following the expiration or termination of this Agreement. The Company recognizes that nothing in these provisions herein reduces the Company’s duty of confidentiality under the Agreement.
3. 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

1. The Customer shall pay the Company the then-applicable fees described in a Plan as applicable by the terms set forth (“Fees”).
2. The Company will bill through a credit card, in which case a card must be on file for a given month or annual payment after the Agreement is signed and before an account is set up.
3. Expired or invalid credit cards on file from the Customers must be replaced within ten days of being notified of such issue with the credit card.
4. The Company reserves the right to suspend Services in the event of payment delinquency.

6. Security

1. 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 of other unauthorized data and information disclosures.
2. Procedure After Unauthorized Disclosure: Within [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 Law needs to be notified, of the breach or other events by telephone and email.

7. Termination

1. The Agreement’s Term is twelve (12) months from the date of quote signing, with auto-renewal for consecutive twelve (12) month periods after the prior twelve-month lapses. The Customer may terminate the auto-renewal sixty days (60) before the agreement renewal with notice to the Company.
2. Each Party may terminate this Agreement for breach with immediate effect by delivering notice of the termination to the other Party if:
   1. The other Party has made any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and;
   2. The failure, inaccuracy, or breach continues thirty (30) days after the injured Party delivers notice to the breaching Party reasonably detailing the breach.
   3. If the Customer terminates the Agreement for convenience before the twelve (12) month term. In that case, the remaining amount due in the Term will become due and payable unless provided for elsewhere in the signed quote. This includes instances where the Customer automatically renews absent of auto-renewal cancellation sixty (60) prior to renewal date.
   4. In the case of termination as noted above in section 7(b)(i, ii,iii) there will be no refund provided
3. The Company may terminate this Agreement immediately by delivering notice of the termination to the Customer if the Customer fails to pay the license fee two (2) times over the first 12 months.
4. Upon termination of this Agreement, the Company shall cease reproducing, advertising, marketing, and distributing any material or information about the Customer immediately.

8. Indemnification

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

1. Except for breaches of confidentiality, in no event shall either Party:
   1. 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).
   2. 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 liability conditions.
2. The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law.

10. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. Two arbitrators shall be appointed by the Company. The venue of Arbitration shall be Los Angeles, and the Seat shall be California. The Arbitrators’ decision shall be final and will be binding on both Parties.

11. Miscellaneous

1. Assignability: Neither Party may assign this Agreement or the rights and obligations to any third party without the prior express written approval of the other Party, which shall not be unreasonably withheld.
2. 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.
3. 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.
4. Modification: No modification of this Agreement shall be made unless in writing and signed by both parties.
5. Severability: If a court of competent jurisdiction holds any term, clause, or provision hereof invalid or unenforceable, all other terms will remain in full force and effect until the Agreement terminates.
6. Governing Law and Jurisdiction: This Agreement shall be governed by the laws of 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. 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 them.
7. Legal and Binding Agreement: This Agreement is legally binding between the Parties as stated above. This Agreement may be entered into and legally binding in the [State/Court/Region]. The Parties each represent that they have the authority to enter into this Agreement.
8. Entire Agreement: This Agreement constitutes the entire understanding of the Parties, revokes and supersedes all prior contracts between them, 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 that may conflict with it.

Service Level Agreement (SLA):

1.1 Responsibilities:

The Company is responsible for assigning Customer support leads in the early stages of customer onboarding. This customer lead will act as the single point of contact for the Company’s helpdesk and take responsibility for communicating any issues to the Company and determining resolutions to the Customer’s problems. This SLA is specific to the ability to access or connect to the application for any extended period, exclusive of reasons related to non-payment. 3rd party applications utilized by the Company to deliver Service are not covered in this SLA, nor are specific technical issues with software features. Those are covered with a thirty (30) period to cure, as noted in Section 7 (b) above.

1.2 Availability of Support:

First-tier support is available through a customer support lead via email from 8 am to 6 pm. Pacific Standard Time (PST). This lead can answer common-use questions and create helpdesk tickets by emailing [email protected].

Second-tier support is available for more severe issues that have been escalated to second-tier support. You can repissue through phone support by calling (866) 931-7996 or emailing [email protected].

When emailing support, the Customer is to provide details regarding the issue, including but not limited to the user account affected, the nature of the error or issue, whether the problem is occurring on the website instance or downloaded phone application, a device used, e.g., Computer, phone, the operating system for the device.

Second-tier support is available to respond to escalated issues from 8 am to 6 pm. Pacific Standard Time (PST). Responses by the second-tier support team may be provided via phone, email, or routed through first-line support.

1.3 Support Response Times
First-line support will acknowledge issues within 1 hour of initial notification. A resolution or helpdesk ticket (escalation to second-tier backing) will be provided within 5 hours of the issue’s acknowledgment.

Helpdesk tickets escalated to second-tier support will typically be resolved within three (3) business days. Second-tier support in this case is exclusive to access or connection to the software.

2. Uptime

The software will be operational and available 99.99% of the month, excluding scheduled maintenance, upgrades or initial configuration and set up of account phone, text and chat. Also excluded is any downtime associated with 3rd party connections that the Company does not control. Any downtime or outages caused by failures in the operation or maintenance of the client’s server, infrastructure, or hardware are excluded from the scope of this SLA. For each 1% missed availability, the Customer will receive a 1% credit, with a maximum of 50% of the monthly service fee credited if availability is less than 75% in a given month. Should availability fall below 75% in a given month, 100% of the monthly service fee will be credited.