TERMS AND CONDITIONS
THIS LICENSE AND SERVICES AGREEMENT (the "Agreement") is entered into as of the Effective Date by and among (the "Client") and CLARITY LTC LLC, a Missouri limited liability company
RECITALS
is an application service provider in the healthcare industry.
The Client desires to engage CLARITY LTC LLC. in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, CLARITY LTC LLC. and Client agree as follows:
Definitions
- Application Server
- CLARITY LTC LLC. computers dedicated for the purpose of hosting CLARITY LTC LLC. Software and the Services.
- CLARITY LTC LLC. Software
- The computer software applications described in Exhibit "A."
- Client Affiliate
- Each person, including Visitors, who is granted access by the Client to the Client's Website.
- Client Data
- Identifiable data uploaded or inputted to the Application Server by the Client for processing, storage, or display by CLARITY LTC LLC. at a Client Website. Data that has been de-identified in accordance with this Agreement shall not be considered "Client Data."
- Client Website
- The Client-specific website hosted on CLARITY LTC LLC.'s Application Server that will provide a platform for access to and use of the CLARITY LTC LLC. Software and related content.
- Hosting Services
- Services providing the Client online access to CLARITY LTC LLC. Software on an Application Server, as well as the storage, processing, and display of Client Data on the Application Server.
- Registration Data
- Personal data or information entered by a Client Affiliate to become a Registered User and gain access to the CLARITY LTC LLC. Software.
- Registered User
- Each Client Affiliate authorized by the Client to use CLARITY LTC LLC. Software under this Agreement and enter Registration Data on the Client’s Website.
- Visitor
- A Client Affiliate or other individual not a Registered User but granted access by the Client to view or use parts of the site content without authority to modify content.
1. AGREEMENT
1.1 Licensing of CLARITY LTC LLC. Software
The terms and conditions of this Agreement govern the licensing of the CLARITY LTC LLC. Software through a subscription model to the Client and related Hosting Services provided by CLARITY LTC LLC.
1.2 Partner Products
In addition to or in conjunction with the CLARITY LTC LLC. Software, CLARITY LTC LLC. may offer products or services provided by partners or third-party suppliers ("Partner Products"). The use of Partner Products will be governed by the contract terms and conditions of the partner or third-party supplier and must be agreed to separately and in addition to this Agreement.
1.3 Subscription Service
CLARITY LTC LLC. hereby grants to the Client a software subscription license to access and use the CLARITY LTC LLC. Software, for Registered Users designated by the Client. The Client shall use the CLARITY LTC LLC. Software solely for its internal purposes, defined as operations directly supporting the administration, care, and management of Client’s residents. This excludes any sublicensing, sharing, or use of the Software to provide services to unaffiliated third parties, unless otherwise agreed in writing by CLARITY LTC LLC.
1.4 Client Data
The Client hereby grants to CLARITY LTC LLC. a non-exclusive, non-transferable, royalty-free right and license to access, use, reproduce, modify, transmit, publicly perform, and display the Client Data, but solely in connection with performing the Hosting Services and subject to adhering to the requirements and regulations of the Health Insurance Portability and Accountability Act of 1996.
1.5 Ownership
Except for the limited access and usage rights expressly granted in Section 1, no other rights are granted, or use permitted by the Client. CLARITY LTC LLC. reserves all rights not specifically granted herein. The Client is not granted any authorship or ownership rights, or any copyrights in CLARITY LTC LLC. Software or any of CLARITY LTC LLC.’s Intellectual Property. The Client acknowledges that it has no ownership rights in the CLARITY LTC LLC. Software or any proprietary information of CLARITY LTC LLC. The Client shall not engage in or permit reverse engineering, modification, duplication, sublicensing, resale, or any distribution of the CLARITY LTC LLC. Software to third parties. Any attempt to do so may result in immediate suspension or termination of this Agreement and may subject the Client to additional legal remedies for breach of intellectual property rights.
2. CLARITY LTC LLC. OBLIGATIONS
2.1 Implementation and Set-up
CLARITY LTC LLC. will coordinate directly with the Client to implement and set up the necessary Hosting Services as specified in this Agreement. CLARITY LTC LLC. will initiate the setup process upon receiving all relevant information and requirements from the Client. This includes configuring the Client's access to the software, setting up user accounts, and ensuring the system is tailored to meet the Client’s operational needs. CLARITY LTC LLC. will also provide initial training to the Client’s designated personnel to ensure effective use of the system and address any technical questions that arise during setup. CLARITY LTC LLC. will confirm that all components are fully operational and accessible to the Client before concluding the implementation phase.
2.2 Access and Availability
CLARITY LTC LLC. will take commercially reasonable steps to:
- provide the Client with full-time access to the Software Subscription Service through the Internet (7 days per week, 24 hours per day, except for routine maintenance performed with prior notice to the Client);
- monitor and maintain Application Servers and CLARITY LTC LLC. Software;
- promptly restore all failures of service; and
- provide the Client with access to the CLARITY LTC LLC. Software to implement a fully functioning integrated electronic medical record system that meets the general application descriptions set forth in Exhibit A. The Client will be given commercially reasonable notice of any scheduled maintenance.
2.3 Exclusions
CLARITY LTC LLC. shall not be liable for service disruptions or malfunctions caused by (a) issues originating from the Client’s equipment, software, or network connections not managed by CLARITY LTC LLC.; (b) the Client’s data or other content provided that is not compatible with CLARITY LTC LLC. Software; (c) the Client’s misuse of CLARITY LTC LLC. Software, negligence, or wrongful acts; or (d) unauthorized third-party access, including breaches of the Client’s network or firewalls not directly caused by CLARITY LTC LLC. CLARITY LTC LLC. will, however, use commercially reasonable efforts to assist the Client in mitigating or resolving such issues upon request, as long as such support does not conflict with CLARITY LTC LLC.’s responsibilities to protect its own systems and other clients.
2.4 Technical Support
If all amounts due to CLARITY LTC LLC. under this Agreement are current, CLARITY LTC LLC. will provide limited technical support in the form of responses to questions by email or telephone at no charge during the term of the Agreement. If additional assistance is required for the proper use and operation of CLARITY LTC LLC. Software, CLARITY LTC LLC. will provide additional training as needed and will charge for such services in accordance with the fee schedule set forth in Exhibit "B."
2.5 Privacy and Security
CLARITY LTC LLC. will treat all the Client's Data as confidential in accordance with this Agreement and CLARITY LTC LLC.’s Privacy Statement.
3. CLIENT OBLIGATIONS
3.1 Compliance with Use Conditions
The Use Conditions are incorporated by reference as part of this Agreement. The Client and its Registered Users will comply with the Use Conditions at all times. CLARITY LTC LLC. may make changes to the Use Conditions without prior notice to the Client; however, the Client will be notified of any changes that may adversely affect its rights to access and use the CLARITY LTC LLC. Software.
3.2 Client Website Content
The Client will provide all necessary Client Materials in a timely manner for CLARITY LTC LLC. to deliver Hosting Services, in a format consistent with the requirements of the CLARITY LTC LLC. Software. The Client will be solely responsible for creating, maintaining, and managing all Client Data or other content related to the use of the CLARITY LTC LLC. Software on the Client Website. The Client agrees not to use the CLARITY LTC LLC. Software in any way that infringes or violates any intellectual property rights. CLARITY LTC LLC. will not control or monitor any Client Data or content, except as necessary to protect its proprietary interests, enforce contractual rights, comply with laws or regulations, or investigate plausible claims of intellectual property infringement or other unlawful activities.
3.3 Client’s Expenses
The Client will bear all costs and expenses related to the installation, operation, maintenance, use, and compatibility of equipment and software needed to access and use the CLARITY LTC LLC. Software or any services provided by CLARITY LTC LLC.