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C3HEALTHCARERX TELEHEALTH SERVICES SAAS SUBSCRIPTION AGREEMENT
THE SERVICES ARE PROVIDED ONLY ON THE CONDITION THAT THE SUBSCRIBER AGREES TO THE TERMS AND CONDITIONS IN THIS SUBSCRIPTION AGREEMENT ("AGREEMENT") BETWEEN SUBSCRIBER AND C3HEALTHCARERX. BY ACCEPTING THIS AGREEMENT OR BY USING THE SERVICES, SUBSCRIBER ACKNOWLEDGES IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT.
3.1 C3HEALTHCARERX will use commercially reasonable efforts to provide the Services for the Subscription Term. 3.2 If C3HEALTHCARERX determines that the security or proper function of the Services would be compromised due to, hacking, denial of service attacks or other activities originating from or directed at Subscriber’s network, C3HEALTHCARERX may immediately suspend the Services until the problem is resolved. C3HEALTHCARERX will promptly notify and work with Subscriber to resolve the issues.3.3 C3HEALTHCARERX may modify, enhance, replace, or make additions to the Services. C3HEALTHCARERX may use Malware, Spam, and other information passing through the Services for the purposes of developing, analyzing, maintaining, reporting on, and enhancing the C3HEALTHCARERX Services and products.3.4 If Subscriber is using the Services to distribute Spam or Malware, or any other inappropriate manner, C3HEALTHCARERX may suspend the Services until the problem is resolved.
3.5 Setup and onboarding fees cover a limited amount of support by C3HEALTHCARERX. These limits may be enforced if customer exceeds or abuses support and training. Standard setup and onboarding will cover up to 2 hours of IT/Hardware support and up to 5 hours of on-line training including trail video sessions. If more IT/Hardware/training services are requested, C3HEALTHCARERX will negotiate additional support on an hourly basis. Standard hourly rate is $100.00 per hour.
4.1 Subscriber will (a) comply with all applicable laws, statutes, regulations, and ordinances, (b) only use the Services for legitimate business, and (c) not use the Services to in any way to perform acts that may be deemed illegal.4.2 Subscriber will defend, indemnify and hold C3HEALTHCARERX harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with any claims, demands, suits, or proceedings (“Claims”) made or brought against C3HEALTHCARERX by a third party alleging or related to Subscriber’s (i) violation of its obligations in this Section 4; (ii) infringement of intellectual property rights; (iii) civil or criminal offenses; (iv) transmission or posting of obscene, indecent, or pornographic materials; (v) transmission or posting of any material which is slanderous, defamatory, offensive, abusive, or menacing or which causes annoyance or needless anxiety to any other person; or (vi) transmission of information through the Service.
4.3 Subscriber understands that they are responsible for providing minimal broadband connection needed to facilitate virtual video sessions as described in this agreement and sales documentation. For standard connection, we require 10 Mb/s download speed and 7 Mb/s upload speed. For low-band, we require 5 Mb/s download speed and 3 Mb/s upload speed. C3HEALTHCARERX will not be responsible for refunding setup fees, or subscription fees due to lack of broadband or minimal internet connection speeds required for use.
6.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information which the Disclosing Party desires the Receiving Party to treat as confidential. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including without limitation documents, prototypes, equipment, technical data, trade secrets and know-how, product plans, Services, services, suppliers, customer lists and customer information, prices and costs, markets, software, databases, developments, inventions, processes, formulas, technology, employee information, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or which should otherwise reasonably be considered confidential by the Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information shall not, however, include any information which the Receiving Party can document (i) was publicly known and made generally available prior to the time of disclosure by the Disclosing Party or an authorized third party; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving Party in violation of any obligation of confidentiality; (iii) is already in the possession of the Receiving Party at the time of disclosure; (iv) is lawfully obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.6.2 Subscriber will take all reasonable steps to safeguard the Services to ensure that no unauthorized person has access and that no unauthorized copy, publication, disclosure or distribution, in any form is made. The Services contain valuable, confidential information and trade secrets and unauthorized use or copying is harmful to C3HEALTHCARERX. Subscriber may not directly or indirectly transfer, assign, publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Services or any part thereof. Subscriber may not reverse engineer (except as required by law in order to assure interoperability), decompile, translate, adapt, or disassemble the Services, nor shall Subscriber attempt to create the source code from the object code for the Software. Any third party software included in the Services may only be used in conjunction with the Services, and not independently from the Services. Subscriber may not, and shall not allow third parties to, publish, distribute or disclose the results of any benchmark tests performed on the Services without C3HEALTHCARERX’s prior written approval.
7.1 For the Subscription Term, C3HEALTHCARERX warrants that the Services will operate in substantial conformance with the then current C3HEALTHCARERX published documentation under normal use. C3HEALTHCARERX does not warrant that: (A) the Services will (i) be free of defects, (ii) satisfy Subscriber’s requirements, or (iii) operate without interruption or error. 7.2 C3HEALTHCARERX will use reasonable efforts to remedy any significant non-conformance in the Services which is reported to C3HEALTHCARERX and that C3HEALTHCARERX can reasonably identify and confirm. C3HEALTHCARERX at its discretion will repair or replace any such non-conforming or defective services or refund a pro-rata portion of the unused Subscription Fees paid for the remainder of the then current term. This paragraph sets forth Subscriber’s sole and exclusive remedy and C3HEALTHCARERX's entire liability for any breach of warranty or other duty related to the Services. Any unauthorized modification of the Services, tampering with the Services, use of the Services inconsistent with the accompanying documentation, or related breach of this Agreement voids the warranty. EXCEPT AS EXPLICITLY STATED AND TO THE EXTENT ALLOWED BY LAW, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES.
Please read this Agreement carefully. By clicking “I AGREE”, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.
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BUSINESS ASSOCIATE AGREEMENT
This Privacy Agreement ("Agreement") is effective upon signing this Agreement and is entered into by and between the Customer Name listed on the Subscription on the purchase and agreement page (the "Covered Entity") and C3HEALTHCARERX (the "Business Associate").
(a) Recognize that HITECH (the Health Information Technology for Economic and Clinical Health Act of 2009) and the regulations thereunder (including 45 C.F.R. Sections 164.308, 164.310, 164.312, and 164.316), apply to a business associate of a covered entity in the same manner that such sections apply to the covered entity;
(b) Not use or further disclose the PHI, except as permitted by law;
(c) Not use or further disclose the PHI in a manner that had Covered Entity done so, would violate the requirements of HIPAA;
(d) Use appropriate safeguards (including implementing administrative, physical, and technical safeguards for electronic PHI) to protect the confidentiality, integrity, and availability of and to prevent the use or disclosure of the PHI other than as provided for by this Agreement;
(e) Comply with each applicable requirement of 45 C.F.R. Part 162 if the Business Associate conducts Standard Transactions for or on behalf of the Covered Entity;
(f) Report promptly to Covered Entity any security incident or other use or disclosure of PHI not provided for by this Agreement of which Business Associate becomes aware;
(g) Ensure that any subcontractors or agents who receive or are exposed to PHI (whether in electronic or other format) are explained the Business Associate obligations under this paragraph and agree to the same restrictions and conditions;
(h) Make available PHI in accordance with the individual’s rights as required under the HIPAA regulations;
(i) Account for PHI disclosures for up to the past six (6) years as requested by Covered Entity, which shall include: (1) Dates of disclosure, (2) names of the entities or persons who received the PHI, (3) a brief description of the PHI disclosed, and (4) a brief statement of the purpose and basis of such disclosure;
(j) Make its internal practices, books, and records that relate to the use and disclosure of PHI available to the U.S. Secretary of Health and Human Services for purposes of determining Customer’s compliance with HIPAA; and
(k) Incorporate any amendments or corrections to PHI when notified by Customer or enter into a Business Associate Agreement or other necessary Agreements to comply with HIPAA.
By agreeing to this Business Association as the “facility” signer, I understand and agree that I am or am signing for the person responsible for maintaining PHI for the facility (e.g., the Chief Privacy Officer, System Security Officer, or Chief Executive Officer).
Agreed: Company Name as listed (“Covered Entity”) By checking “Agree” to enter into the BAA.
Date: Effective the 1st day of VPCare360, VEEP and/or C3Now Services Subscription
Agreed: C3HealthcareRx (“Business Associate”)
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