ALIS SUBSCRIPTION TERMS AGREEMENT
1. Relationship of Parties. Medtelligent, Inc. (“Company”) will provide the company signing this agreement (“Client”) with access to its Assisted Living Intelligent Solutions, (“ALIS”), Company’s proprietary web-based software application that Client can use to manage numerous aspects of its assisted living communities. This agreement shall constitute the master agreement between the Parties and, together with the Terms and any and all other documents entered into between the Parties hereunder, constitutes the entire agreement of the Parties (collectively, the “Agreement”) and may be updated through addendums if appropriate and necessary.
2. Definitions. As used herein, the following terms shall have the following meanings:
“Applicable Laws” means any and all international, Federal, state and/or municipal laws, regulations and/or ordinances, including Data Protection Laws, applicable to a Party hereunder.
“Client Affiliates” means entities under common control with Client which own, operate or manage (“operate”) assisted living communities. Client’s rights hereunder extend to those Client Affiliates which operate senior living communities identified as subscribing to ALIS pursuant to this Agreement.
“Client Data” means collectively, Client’s Confidential Information and the personal information, data and materials of Client’s officers, directors, employees, contractors, agents, residents, patients and Users, whether oral, written or electronic. Client retains ownership of Client Data and has the right to, from time-to-time, obtain an extract file containing its Client Data and other information in an industry standard format
“Data Protection Laws” means any and all international, Federal, state and/or local laws, regulations and ordinances relating to data security, data privacy or similar issues, including, without limitation, (i) the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”); (ii) the Virginia Consumer Data Protection Act (the “VCDPA”); (iii) the Washington My Health My Data Act (“WMHMDA”); (iv) the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH Act”); and (v) any similar law or regulation applicable to the actions or omissions of either Party hereunder, as amended at any time.
“Hosting Partner” means as defined in Section 12 hereof and any successor or substitute thereof.
3. Term: The initial term of this Agreement shall be one (1) year. After the initial one (1) year period, this Agreement shall renew on a yearly basis unless and until terminated by the Parties pursuant to the terms of this Agreement (the “Term
4. Services Provided. Company provides ALIS on a software as a service (“SaaS”) basis where one monthly subscription amount covers access to the ALIS system via a URL unique to Client, through Company’s website alisonline.com (“ALIS Online”). “Access” to ALIS Online includes all applicable and necessary technical support (detailed in this Agreement below) including maintenance, updates, and patches. In addition, Company will provide Client with the following additional services (collectively with Access to ALIS Online referred to as the “Services”):
a. Onboarding. If purchased by Client pursuant to the terms outlined in the pricing agreement, Company will deliver onboarding services to assist Client in getting their communities “up and running” with ALIS. The onboarding services include, among other things, project plan creation, data consultation, best practice consultation, and remote training and ALIS configuration including compliance schedule setup, bulk data import and specific module settings (the “Onboarding Phase”). On-site training is available and can be scheduled with Company representatives for an additional flat fee (which includes, without limitation, travel costs and expenses) of $1,500 per each day of a scheduled onsite visit. Onboarding is provided on a per module basis. If additional modules or communities are added, additional onboarding amounts will be incurred.
The Onboarding Phase lasts between 30 and 90 days. The completion of the Onboarding Phase does not shorten, offset or impact the ALIS subscription term or timeline. Client’s ALIS subscription amount will be invoiced pursuant to agreement terms but not later than 30 days from each community’s “kick-off,” and the Parties hereby acknowledge there may be multiple community “kick-offs” during the Term hereof, the respective invoicing for which shall be as mutually agreed in writing.
b. Training. Company will provide training for Client and its representatives via remote training sessions, access to the proprietary ALIS helpdesk, ongoing webinars, and via the ALIS support line. Following the onboarding phase, ongoing training will be primarily provided through access to the ALIS webinars. On an ongoing basis, 1:1 live training is available for community administrators (RNs, Health and Wellness Directors, and Executive Directors) as well as regional and corporate representatives).
c. Support. Company provides both phone and email support to Client as an inclusive feature provided as part of Client’s ALIS monthly SaaS subscription. Company’s support policy is attached to this Agreement as Exhibit A. Company reserves the right to change its support policy as needed. Changes will be communicated two weeks in advance of taking effect. The ALIS support team is to be utilized for single, one-off questions, not for ongoing trainings. Any additional trainings or module implementations will be routed back through sales and/or onboarding. Company reserves the right to route communities back to the onboarding team, at an additional charge, if Client is using the ALIS support services as training or onboarding resources.
5. Client Commitments. Client agrees to participate in good faith in all aspects of the relationship between Company and Client. Client acknowledges that Company is committing dedicated resources to Client pursuant to the terms of this Agreement. In exchange, Client takes responsibility for ensuring its team and communities are professional, respectful, active, engaged participants during the Onboarding Phase and for the tenure of the relationship between the Parties.
Company acknowledges that situations and circumstances regularly arise that may cause Client and/or its communities to miss calls or need to reschedule – these changes are anticipated and planned for as to not interrupt the rollout schedule so long as the absences are communicated in advance (or as soon as possible) and are not excessive (more than 2 in a row in a month or more than 4 total in a year). Client and its communities commit to letting their onboarding specialist know before a call is scheduled to occur if an onboarding or training call will be missed or needs to be rescheduled.
If Client misses 2 or more scheduled calls in a month, a meeting will occur that will include the Client’s lead representative and the Client Services Team Lead to discuss the onboarding project plan timing and any adjustments. If Client misses a total of 3 or more scheduled calls in a month, Client’s onboarding will be halted and Company reserves the right to keep all onboarding amounts and invoice Client for additional onboarding time if and when Client chooses to resume the process.
6. Devices/Technical Requirements; ALIS End User Terms of Use. ALIS is device agnostic. ALIS can work on any device that connects to the internet. Company recommends that devices be 5 years old or newer. There are no specific requirements for internet speed but, for convenience, Company recommends a minimum speed of 12 mb/s for downloads and 5 mb/s for uploads.
The ALIS software is optimized for use on Google’s secure Chrome browser. For full ALIS releases (not for beta releases), Company is committed to supporting the last two stable versions of Chrome, Firefox, Edge, and Safari. Company does not support Internet Explorer. ALIS can work “as-is” on Internet Explorer but there are known issues with compatibility and so is not recommended as the Client’s preferred browser.
Client and its users will agree, through the ALIS Terms of Use, to keep their operating systems and browsers up to date with the latest updates and patches which are critical to maintaining device and access security.
The “Terms of Use for ALIS Online” or other similar agreements, including and click-through agreements, shall be construed as being applicable to Client’s end-users and not as modifying this Agreement or Client’s rights and obligations hereunder. If any terms in such Terms of Use are less favorable to Client than this Agreement, then the terms and provision of this Agreement shall prevail.
7. Updates. In general, a new version of ALIS is released every six weeks. All new modules and updates are included in Client’s monthly subscription fee. Release notices and dates will be displayed on the ALIS login page and sent via email one week in advance to all Client employees or agents that Client chooses to enroll in email updates. In some cases, a planned outage is needed for maintenance or to apply minor patches. These will be communicated as soon as possible, but not less than two days in advance. Rarely, Company, and/or its server partners, may need to perform emergency updates. In this case, advance notice may not be possible but Company will notify Client as soon as possible and/or when the update is complete to give details of the situation at hand. Additional details about ALIS updates and releases:
i. Usually scheduled for a Sunday night / Monday morning starting at 12 AM CST;
ii. Release dates are subject to change. All changes to scheduled release dates will be communicated via email;
iii. In most cases the release is completed within 30 minutes; and
iv. Usually, ALIS will be available during these releases but will run slow; sometimes ALIS may be unavailable for periods of time during the release.
Upon completion of the release a new version number is displayed within ALIS.
8. Patches. Reported bugs/issues will be patched at the next scheduled release date. Critical/show-stopper bugs may be patched immediately and made available during the next business day. All bugs are tracked in a database and closed/resolved based on priority.
9. Configurations vs. Customizations. During Onboarding, Company and Client will work together to “configure” the existing ALIS settings to Client’s workflows. “Configuration” specifically refers to selecting current ALIS settings that most appropriately reflect Client’s environment and workflows. Also, during the Onboarding Phase, Company and Client will work together to receive, log, and track “custom” feature requests. “Customization” refers to any features or enhancements that do not currently exist in ALIS. All custom feature/enhancement requests will be routed through Company’s proprietary enhancement tracking process. The decision to action any and all custom feature requests is at the Company’s sole discretion. This Agreement does not in any way commit Company to delivering customized features to Client. No enhancement or custom feature requests can be actioned less than 10 weeks from the full scoping of the request with Company’s Product Team and all actions are subject to the terms below in this Section.
For custom features/enhancement requests deemed critical by Client and depending on the priority and complexity of the customization request, Company and Client will scope these requests and will discuss all costs associated with the customization requests as well as the schedule for requested customizations. All requests must be technically possible and in line with Company’s roadmap and resource allocation plans. Estimated release dates and availability will be determined by Company’s development team and communicated back to Client. The priority and order in which features are worked on will be at the sole discretion of the Company. Company’s development team will make every attempt to meet communicated delivery dates for custom features. In some cases, the feature may be moved to a later release due to delays, complications or other unforeseen/unplanned circumstances.
10. Third Party Integrations. Generally speaking, Company does not charge for integrating with third parties or for the use of any already existing integrations. Company reserves the right to charge for integrations including and not limited to, if Company is being charged by the third party. In the event Client needs an integration specific to them (and no other clients) or needs a specific integration in place by a certain date, Company reserves the right to scope the project and discuss the costs associated with the integration with Client. Company makes all reasonable business efforts to integrate with third parties for the benefit of Client and all of Company’s clients and Users. However, all integrations are dependent on the technology backend, security protocols, willingness, and aptitude of the third party so Company retains the right to determine whether or not an integration will be scheduled and completed. All decisions will be communicated to Client timely to facilitate its business planning.
11. Third Party Modules. Company often partners with third party vendors to continue improving ALIS and to maintain ALIS’s competitive edge in the market. Generally, all third-party modules are included in Client’s monthly subscription fee; however, Company reserves the right to charge for additional modules. Company will charge for any third-party modules where Company incurs a fee to provide the additional third-party module service. These modules currently include but are not limited to, the Medi-Span database, HelloSign secure electronic signatures, Citrix MAR downloads, and customized DOMO reports.
12. Security & Data Protection.
a. Data Security. Company’s full Security Overview is attached to this Agreement as Exhibit B and is incorporated here by reference.
As required by Applicable Laws Company shall remain compliant with all Data Protection Laws, including, without limitation, HIPAA, HITECH, and any other state or federal regulations protecting PHI, personal information or consumer health data transmitted electronically. SOC reports are available upon request and are sent directly from Company’s Hosting Partner to Client.
Client is responsible for all internal policies and procedures of Client to educate, train, and enforce security protocols to ensure compliance with Applicable Laws and regulations. This includes full responsibility for data, in any and all forms, downloaded locally and/or printed.
b. Data Protection. For purposes of Data Protection Laws, if and as the following terms apply, the Client is the “controller” of Client Data and the Company is the “processor” or “service provider” of all Client Data used, collected and/or uploaded with or into ALIS by or on behalf of the Client or otherwise shared by Client with the Company. The Company’s access to and use of any and all Client Data uploaded into ALIS or otherwise provided to the Company is subject to the following agreements and restrictions:
i. The Client provides such Client Data to the Company only as necessary for the Company to carry out the business purposes represented by this Agreement and the Company hereby accepts that its use of Client Data is limited to such purposes;
ii. The Company agrees not to sell, disclose or provide access to Client Data to any third party (other than to its Hosting Partner hereunder) for the benefit of such third party unless authorized in writing by Client; and
iii. The Company agrees to cooperate with and support Client’s compliance with and response to any consumer’s or User’s exercise of his or her data rights under any applicable Data Protection Laws relating to any Client Data held by Company or on its behalf.
The Company agrees to take all reasonable actions to process any personal information subject to Data Protection Laws only in accordance with the instructions of Client and to perform this Agreement. The Company shall promptly disclose to the Client any unauthorized or unlawful processing of or loss, destruction or unauthorized access to or use of any Client Data of which it becomes aware and will support all actions of the Client relating to the investigation and remediation of any such incidents or data breaches.
Company’s Service Level Agreement is attached to this Agreement as Exhibit C and is incorporated here by reference.
13. Terms of Use. A copy of Company’s terms of use (the “Terms of Use”) pop-up the first time any and all staff members log in to the Client’s ALIS installation. A current copy of the Company’s Terms of Use is attached to this Agreement as Exhibit D. Client agrees to Company’s terms of use for ALIS. The terms of use will pop-up when Client logs onto ALIS.
14. Additional Products and Services. Company offers additional products and services on an a-la-carte basis, including but not limited to data entry, on-site trainings, Chromebooks, and more – these Additional Products and Services will be invoiced separately at the time of purchase. Company in its sole discretion, and at the request of Client, may combine Additional Products and Services with Client’s monthly usage invoice. For Chromebook or other devices specifically, Client owns these devices and is responsible for disposal in the event of destruction or a defect that is not covered by warranty that causes the device(s) to be unusable. Replacement devices will be charged at the unit price based on the average market rate and may fluctuate based on availability of supply.
15. Invoicing. For Client’s monthly subscription fee, Company generates invoices on the 1st of the month (to be delivered on or before the 15th of the relevant month) prospectively for the Company’s Services. For example, the February 1 invoice will cover the ALIS service for all of February. Invoices can be sent by mail or email to the Client’s home office or to individual communities. Company will notify Client via mail and email if the preferred address is changed.
16. Late Payments. If Client is more than 30 days in arrears on payment Company will notify Client through a statement and/or call. If Client fails to bring their account current within 60 days of being notified (90 days overdue on payment) Company may, at its discretion, give Client a final 3-day notice of “Intent to Disconnect ALIS Service” absent Client’s payment in full for outstanding amounts due or other arrangements are made. Company will not delete any of Client’s information and will provide Client access to its information on an as needed basis but, while an outstanding balance exists, Client will not be able to access their ALIS Installation for ongoing, active use
17. Termination by Client. Notwithstanding anything in the Agreement to the contrary, Client shall have the right to cancel this Agreement with thirty (30) days’ notice at any time.
18. Termination by Company. Company shall have the right to terminate this Agreement with sixty (60) days’ written notice via email or letter if Client does any of the following and fails to cure the same within thirty (30) days after receipt of written notice of default from Company:
a. Terminates or suspends its business;
b. Becomes subject to any bankruptcy or insolvency proceeding;
c. Becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority;
d. Has wound up or liquidated, voluntarily or otherwise;
e. Violates the terms of this Agreement including specifically but not limited to the payment terms;
f. Demonstrates a pattern of non-compliance with the terms of this Agreement and/or a pattern of abusive verbal or written communication to the Company’s representatives; and/or
g. Takes any action that significantly impairs or precludes Company’s ability to perform effectively under the terms of this Agreement.
19. Dispute Resolution. All claims or disputes between the Parties, arising out of or relating to this Agreement, shall be mutually resolved, if possible, through good faith negotiation between the Parties. The Parties agree that if any claim or dispute is not resolved by mutual agreement within sixty (60) days of the commencement of such good faith negotiations they will, before initiating any legal action, engage a mutually acceptable mediator or an arbitrator to assist in evaluating and resolving such claim or dispute. All fees and expenses of such dispute resolution will be evenly divided between the Parties. So long as subscription amounts are paid and remain current, Client shall retain access to its records during any dispute resolution. Client shall have full usage access rights during any dispute but, in addition to access rights, shall also have the right to obtain an extract file containing its information in an industry standard format.
For any additional actions that may arise, Parties may bring such actions in any court that has proper personal and subject matter jurisdiction.
20. Covenant of Non-Disclosure. The Company promises and agrees to hold all information related to Client, not publicly available, as “Confidential Information” in strict confidence; to use the Confidential Information only for the purpose of providing Client with ALIS services (the “Business Purpose”) or as requested by the Company; to only disclose the Confidential Information to those of its officers, employees, and agents to whom disclosure is necessary to carry out the Business Purpose; to not disclose the Confidential Information to third parties without prior written consent from the Client; and to advise each person to whom the Confidential Information must be disclosed of the terms and conditions of this Agreement and to have each person sign this Agreement before disclosure is made. The Parties agree to obtain each other’s written permissions before using either Party’s name in marketing or other public disclosures not required by law.
21. Indemnification. Each Party does hereby agree to indemnify and hold the other party, and its subsidiaries, affiliates, officers, and employees, harmless from and against any claim or demand, including reasonable attorneys’ fees and costs, made by any third party against the indemnified party due to or arising out of the indemnifying party’s violation of this Agreement, violation of Applicable Laws, violation of duties of confidentiality and/or data protection and/or violation of other third party rights or interests relating to the use of Company’s Services and any negligent acts or omissions on the part of the indemnifying party.
Company hereby represents and warrants to Client that the services provided will not violate the patent, copyright, or other proprietary rights of any third party, and that Company will defend, indemnify and hold harmless Client from any claim of copyright, patent or similar proprietary rights infringement claim provided Client promptly notifies Company following notice of such claim and reasonably cooperates in the defense of such claim. Company shall control of any such defense and settlement of the claim But in the event Client wishes to participate in such defense, Company will reasonably cooperate with legal counsel of Client’s choosing.
22. Limitation of Liability. Neither Company nor Client shall be liable for any special, indirect, consequential, or incidental damages or damages for lost profits, loss of revenue, or loss of use arising out of or related to this Agreement whether such damages arise in contract, negligence, tort, under statute in equity or law or otherwise. In the event that damages are nonetheless awarded, excluding liability for Company’s violation or breach of (i) Applicable Laws, (ii) duties of confidentiality and/or data protection, (iii) indemnification of Client and/or (iv) third party rights or interests, Company’s liability is limited and warranties are excluded to the greatest extent permitted by law to the aggregate amount of fees paid to Company hereunder.
23. Access Authorization. By signing this Agreement, the Client agrees, acknowledges, and authorizes the Company to access the Client’s systems and information for the Business Purpose only, specifically including but not limited to, updating the software, auditing the Client’s resident information for billing and invoicing purposes, for training, as authorized by Client, and as necessary to ensure the proper functioning and security of ALIS and Client’s information.
24. Counterparts. This Agreement may be executed in counterparts including via email and fax. Each counterpart shall be considered an original executed copy.
EXHIBIT A: ALIS SUPPORT POLICY
I. GENERAL. Both phone and email support is provided to You with Your ALIS subscription. Medtelligent, Inc. (the “Company”) reserves the right to change its support policy as needed. Changes will be effective sixty (60) days after notice of the changes is given.
II. EMAIL SUPPORT. There are no limits or restrictions on email support questions.
A. All Non-Critical Issues. Email support may be used, in addition to telephone support below, for all non-critical issues, which usually constitutes about 90% of issues that arise, some examples include but are not limited to the following circumstances: Feature requests and changes; usage and training questions; minor bugs reporting; unexpected user interaction and/or results; and to configure system settings that are not accessible from within the application by the Client.
B. Email Support. The support email address is support@medtelligent.com. Support tickets and emails are responded to Mon – Fri from 8am – 6pm CST on an as soon as possible basis up to two hours from submission time. Emails regarding emergency issues received during holidays or off-support hours will be responded to within four hours. Non-emergency issues will be addressed as soon as possible or at the start of the next support period.
III. TELEPHONE SUPPORT. There are no limits or restrictions on telephone support questions.
A. Guidelines for Telephone Support. The support contact number is 1-888-404-ALIS (2547). The support phone hours are Mon – Fri from 8am – 6pm CST. During off peak hours customers are encouraged to call and leave a detailed message with the question or issue and will be responded to as soon as possible. Emergency issues involving downtime will be responded to immediately; all other non-emergency inquiries will be responded to as soon as possible but not later than the next business day.
B. Voicemail. The Company will make every attempt to answer each support call. Under certain conditions all support members may be busy assisting other customers. In this case the Client is encouraged to leave a voice message and a support member will return the call as quickly as possible. Voice messages left outside of the phone support hours will be handled immediately if they pertain to an outage or major system fault/failure. Otherwise, they are handled at the start of the next business day.
EXHIBIT B: SECURITY OVERVIEW
I. HIPAA Compliance and more. Unwavering Commitment to Security.
Medtelligent is committed to be an industry leader in security and protection of client information including HIPAA compliance. Medtelligent employs stringent physical, electronic, and managerial procedures to safeguard and secure all information stored in ALIS from loss, misuse, unauthorized access, disclosure, alteration and destruction. Medtelligent invests in both internal and external legal counsel to stay apprised of relevant statutory and regulatory updates.
II. Secure and Reliable Host.
ALIS is hosted as a secure web application in Microsoft Azure Cloud’s platform as a service offering with zone redundancy, and boasts robust resiliency and redundancy. Zone redundancy means that the application is distributed across multiple isolated zones within a region, each with independent infrastructure. This design significantly mitigates the risk of simultaneous zone failures, ensuring that if one zone experiences issues, the others maintain the application’s availability and functionality without service interruption.
Further enhancing this resilience is Azure Front Door, which provides geo-redundancy. This setup allows for traffic to be intelligently routed across different geographic regions, maintaining service continuity even during regional disruptions. The combination of zone and geo-redundancy ensures high availability and reliability of the application, crucial for continuous business operations and user satisfaction in a digitally-dependent environment.
III. System Redundancy and Backup.
ALIS data is stored in Microsoft Azure Cloud’s robust platform as a service SQL Server engine utilizing the highest tier that offers premium storage performance and capacity in addition to zone-redundant replication engineered for high resilience and data safety. In essence, it’s equipped with an automatic failover mechanism, meaning if a major issue arises at the primary data location, the system seamlessly switches to a backup in another region, ensuring uninterrupted service. Additionally, the system is configured for point-in-time allowing data restoration to any point in the past 30 days, minimizing data loss in case of unexpected incidents.
Complementing this, the databases are backed up in full daily and stored indefinitely, offering a comprehensive long-term data safety net. Concurrently, data is continuously replicated in real-time to a data lake, a vast storage pool used for advanced analysis and business intelligence. This dual strategy of frequent, detailed backups and real-time data replication not only safeguards against data loss but also enables deep, data-driven insights for strategic decision-making.
IV. Security.
All transmissions of information to and from ALIS are encrypted. ALIS uses secure socket layer (“SSL”) technology to encrypt all communication between the browser used by the community and the ALIS system. SSL is the same encryption technology that financial institutions including banks and credit card companies and governments use to deliver information from systems to browsers over the Internet.
The Microsoft Azure platform includes robust firewalls, 256-bit encryption at rest, intrusion detection, and antivirus protection. Medtelligent also utilizes a CDN (“Content Delivery Network”) layer to intelligently provide application access and redirect users to different ALIS installations in the event of any form of outage. The CDN also provides added security and monitoring of traffic to and from the application.
From an administrative and operational perspective, Company has implemented stringent physical, electronic, and managerial procedures, in addition to extensive backend automation, to ensure the highest security standards and restricted access to the ALIS production environment.
As required by Applicable Laws Company shall remain compliant with HIPAA, HITECH, and any other state or federal regulations protecting PHI, personal information or consumer health information transmitted electronically. SOC II covering the ALIS production deployment environment are available upon request and are sent directly from Company’s hosting provider to Client.
Client is responsible for all internal policies and procedures to educate, train, and enforce security protocols to ensure compliance with applicable laws and regulations. This includes full responsibility for data, in any and all forms, downloaded locally and/or printed.
V. Limited Access Internally and Externally.
Internally, access to ALIS data is highly regulated and monitored. No one has physical access to the ALIS servers. From a production environment standpoint, only highly cleared individuals have access, including but not limited to, the CTO, the Engineering department team lead, and the IT department team lead.
From a community and client perspective, ALIS employs “user access levels” that allow the community to restrict access to information and features based on the user’s role to ensure only minimum access is given to complete role specific tasks.
VI. Advanced Network Monitoring.
The ALIS application is monitored by Panopta LLC, a website monitoring and security notification service alongside Microsoft Azure Cloud’s application insights monitoring. Any downtime is detected immediately and information regarding the downtime is immediately routed to the individuals and entities responsible for remedying any issues.
VII. Internal Training and Education.
Medtelligent’s internal policies and procedures limit access to patient information and detail security procedures for the ALIS application. Medtelligent provides ongoing legal and policy education to its employees regarding data privacy and protection.
EXHIBIT C: SERVICE LEVEL AGREEMENT
A. Services Availability
The Company’s failure to make the Services (as defined in the Agreement) available at least 99.9% of the time in any given calendar month during the Term shall be deemed a service level default (“Service Level Default”) and the Client may obtain the non-exclusive remedies set forth below.
For purposes of this Schedule, “Available” means that the Client is able to access all features and functions of the Services including, but not limited to the Client’s data. The Parties agree that the Services shall be deemed “Available” during the following times: (i) “Scheduled Maintenance” (as defined below); (ii) “Emergency Maintenance” performed proactively to preserve stability and health of the Services; (iii) any outages due to the acts or omissions of the Client, its employees, contractors or agents; (iv) the failure of applications, equipment, facilities not owned or controlled by the Company; (v) an act of force majeure beyond the Company’s control. The Services shall be deemed “Unavailable” during the following times: “Problem Severity Levels 1, 2, and 3” (as defined below in Section B).
- “Scheduled Maintenance:” The Company will provide the Client with advanced notice of dates and times of Scheduled Maintenance which may cause an interruption to the Services. For Scheduled Maintenance, the Services will be unavailable for the shortest amount of time required for the maintenance. On average, for Scheduled Maintenance, the Services are unavailable for less than 10 minutes although depending on the specific maintenance being performed, the Services may be unavailable for a longer period. The Company performs Scheduled Maintenance during off peak hours to minimize potential interruption to the Services.
- “Emergency Maintenance:” As soon as reasonably practicable, the Company will notify the Client of any maintenance outside the Scheduled Maintenance outlined above which may cause any interruption to the Services. The Company will attempt to perform Emergency Maintenance during off peak hours to minimize potential interruption to the Services.
- Proration of Fees when Services Unavailable:” If events arise causing the Services to be “unavailable” as described above, the following fee proration schedule applies:
Credits shall be applied against the Client’s next quarterly invoice following any Service Level Default. In the event a Service Level Default occurs after a Party has given notice of termination pursuant to Sections 10 and 11 of the Agreement, or the Client has made final payment to the Company for the Services and no further invoices shall issue as a result, the Company shall promptly refund to the Client the amount of the appropriate Service Level Credit.
In the event the Client is eligible for a 50% Service Level Credit during any given month of the Term, the Client may also elect to terminate this Schedule without penalty immediately upon written notice to the Company.
B. Addressing Issues Related to Services
Any problems or issues (“Problems”) related to the Services shall be subject to resolution per the table below.
(1) Defines the time by which the Company must respond to the Client acknowledging the Problem.
(2) Defines the time periods during which the Company will work to correct the Problem.
(3) Defines how often the Company will update the Client with respect to the resolution of the Problem.
(4) Defines the time by which the Company must resolve the Problem.
If a Problem Severity Level 1 or 2 is not resolved by the time identified in the Resolution column above, a Company account representative or similar executives shall promptly contact the Client to provide an explanation as to why the Problem is not resolved and what steps are being taken to resolve the Problem as soon as possible.
C. Termination of Agreement
In the event the Client determines that outages or downtime related to the Services are occurring with increased frequency or on a repeated basis to a level that is causing unreasonable disruption to the Client’s operations, the Client shall notify the Company in writing via mail to 306 W. Erie, 5th Floor Chicago, Illinois 60654 or via email to john.shafaee@medtelligent.com of this issue. The writing shall specify the instances complained of including the dates and times of any outages causing concern. If the Company fails to cure the issues addressed by Client in the writing within sixty (60) days of receiving notice from the Client, the Client shall have the right to terminate the Agreement with the Company without penalty or fee as such disruption to the Services will be deemed as the Company being “unable to deliver the Services outlined in this Agreement” pursuant to Section 10 of the Agreement
EXHIBIT D: TERMS OF USE FOR ALIS ONLINE
These terms of use (“Terms”) govern your (the “User”) use of Medtelligent, Inc.’s (“Company”) web-based assisted living SaaS product ALIS (“ALIS”) through User’s unique company URL via the www.alisonline.com website (the “Website” and collectively referred to with ALIS as the “Services”)
1. ACCEPTANCE OF TERMS
By checking the box displayed, User is certifying and attesting to reading these Terms carefully before accessing the Website and ALIS. Using the Website further indicates that User has read and accepted these terms. If User does not accept these terms, User is not authorized to use the Website or access ALIS.
These Terms govern User’s use of (1) all Company’s Services; (2) all content (including but not limited to text, data, information, portions of software, graphics, videos, and photographs) that Company may make available through the Website and/or ALIS; and (3) any services that Company may provide through the Website and/or ALIS.
2. DESCRIPTION OF COMPANY / RELATIONSHIP OF THE PARTIES
Company is an Illinois corporation with its headquarters in Chicago, Illinois.
User is granted access to Company’s Services by way of a master agreement between Medtelligent and User’s employer/contractor/affiliate/company (the “Client”).
Company is granting User limited, non-exclusive, revocable permission to make non-commercial use of the ALIS Services so long as User complies with these Terms and is employed or otherwise commissioned or permitted to have access to the ALIS Services by Client. User’s access will remain in effect unless terminated by Client directly or by Company after receiving notice of a compromised account or violation of these terms.
3. DESCRIPTION OF SERVICES
ALIS is an electronic operational software for assisted living, memory care, independent living, and behavioral health communities. ALIS receives and stores the following types of information: information related to potential leads, medical/health record information including assessments information, nurses’ notes, medication lists, activities of daily living information, invoicing data, staff list and compliance information as well as occupancy and census information.
Through its electronic and web property, Company is providing User with access to its Website and ALIS. The Website and ALIS include a variety of resources including information input areas, download areas, communication forums and other information (collectively with access to the Website, referred to as the “Services”). These Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms.
4. USER’S ACCOUNT AND CREDENTIALS
User will gain access to the Services through the Client. After the User account is created, User’s username and password are for their individual use only. User agrees to keep this information strictly confidential and to not share username and password information with any other individual outside of an authorized corporate representative or an ALIS support team member. User understands and agrees that User is solely responsible for all use (including authorized use) of their username and password.
User shall notify an authorized corporate representative and/or Company’s support line at support@medtelligent.com immediately if User’s username and/or password lost or stolen or if User believes there has been any unauthorized access to User’s account. Company has the right to suspend account access if it receives any indication that User’s username or password has been compromised whether that notification from User or from other Client representative or other method.
Pursuant to Client’s or Company’s policies, User may be required to change and/or update their password at a regular interval.
5. TECHNICAL REQUIREMENTS
ALIS is device agnostic but is optimized for use on Google’s secure Chrome browser. User agrees to keep his/her operating system and browser up to date with the latest updates and patches which are critical to maintaining device and access security.
For full ALIS releases (not for beta or dev releases), Company is committed to supporting the last two stable versions of Chrome, Firefox, Edge, and Safari. Company supports the last two versions of Chrome for Android and iOS as well as Safari for iOS. Company does not support Internet Explorer. ALIS can work “as-is” on Internet Explorer but there are known issues with compatibility and so is not recommended as a preferred browser.
6. TERMS NOT TRANSFERABLE
These Terms are for the use of the Website and ALIS specifically. If User does not agree to these Terms, User should immediately cease all usage of the Website and ALIS. The right to use the Website and access ALIS is personal to User and is not transferable to any other person or entity.
7. CHANGED TERMS
Company reserves the right to modify, alter, or update these Terms as deemed necessary and/or appropriate. All revisions and modifications shall become effective immediately upon making the new Terms available on the User’s ALIS Website. Notice to the User will be deemed sufficient if given through any of the following means: (1) an email to the User You; (2) verbal notification from a Company representative to you; (3) the updated Terms being made available to the User by any means including but not limited to being posted at the medtelligent.com website or the User’s alisonline.com website. User’s login and use of the ALIS Website, after receiving notice of the new Terms as specified by this Section, constitutes an acknowledgement and acceptance of the updated Terms.
For any material changes or updates, Company will utilize at least one additional method of notice including but not limited to, a specific notice email, notice posted on the login page, or a pop-up message in the ALIS application. The effective date set forth at the top of this document indicates when these Terms were last changed.
8. EFFECTIVE DATE
These Terms are effective as of July 1, 2021. Company’s previous Terms of Use can be obtained by emailing info@medtelligent.com.
9. EQUIPMENT AND INTERNET CONNECTION
User is responsible for providing the following: (1) all equipment necessary for User’s Internet connection, including computer and modem; and (2) all equipment necessary to access the Website and ALIS. User and/or User’s company is solely responsible for paying any and all fees associated with User’s access to the Website and ALIS. User and User’s company are responsible for obtaining and maintaining all telephone and computer hardware, software and other equipment needed for access to and use of the Website and/or ALIS and all charges related to this procurement and maintenance.
10. PRIVACY AND SAFETY OF INFORMATION
Company takes all reasonable steps to protect User’s information from loss, misuse and unauthorized access, disclosure, alteration and destruction. Company has put in place diligent physical, electronic, and managerial procedures to safeguard and secure Your information. Additional information is available in the User’s company’s agreement with Medtelligent and also from info@medtelligent.com.
User agrees to take all necessary and reasonable actions to maintain the security and privacy of the data in the ALIS system this includes but is not limited to keeping User’s username and password updated and protected, not sharing username and password information with others, not distributing or transferring content from the ALIS system without appropriate authorization to do so, and not granting access to any other users.
11. DISCLAIMER OF WARRANTIES
The Website and ALIS are provided by Company on an “as is” and on an “as available” basis. The information and materials on the Website and ALIS could include technical inaccuracies or typographical errors. Changes are periodically made to the information contained on the Website and in ALIS. To the fullest extent permitted by applicable law, Company makes no representations or warranties of any kind and expressly disclaims all warranties with regard to the use or results of the Website and ALIS in terms of correctness, accuracy, reliability or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Company’s liability for any interruptions in the use of the Website and/or ALIS is governed by any applicable service level agreement between the parties or between User’s company and Medtelligent.
12. LIMITATION OF LIABILITY
Company shall not be liable for any damages whatsoever and in particular Company shall not be liable for any special, indirect, consequential, or incidental damages or damages for lost profits, loss of revenue, or loss of use arising out of or related to User’s use of the Website and/or ALIS, the information contained on the Website and in ALIS and the information omitted from it, whether such damages arise in contract, negligence, tort, under statute in equity or law or otherwise even in the event that damages are awarded, Company’s liability is limited and warranties are excluded to the greatest extent permitted by law, but shall, in no event, exceed $100.00.
Company shall not be responsible for any corruption of, damage to or loss of User’s information and/or data stored online and/or within ALIS. Specifically, Company is not liable for anything that happens to content/data/information, etc. pulled from the ALIS system or Website by User if authorized by Client to do so.
13. MODIFICATION TO SERVICES AND INTERRUPTION TO SERVICE
Company reserves the right to modify and update its Services at any time. With respect to these updates, modifications, and otherwise, Company takes diligent steps to ensure continuous and uninterrupted service to User. User acknowledges and accepts, however, that Company cannot guarantee continuous, uninterrupted access to Company’s services when such interruption happens as a result of circumstances outside of Company’s control. User acknowledges and accepts that the Website and/or ALIS may be interfered with or adversely affected by numerous factors outside of Company control.
14. DOWNLOADING FILES
Company cannot and does not guarantee or warrant that files available for downloading through alisonline.com will be free from infection by software viruses or other harmful computer code, files or programs.
15. INDEMNIFICATION
User agrees to indemnify and hold Company its subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of User’s use of Company’s Services, the violation of these Terms, or infringement by User, or other user of Company’s Services using User’s access information, computer, of any intellectual property or any other right of any person or entity.
16. USER’S ACCOUNT
User specifically, and all users of the Website and ALIS will receive a username and password (Your “Account”). User is entirely responsible for any and all activities which occur under User’s Account whether authorized or not authorized. User agrees to notify Company of any disclosure of User’s information to a third party and/or unauthorized use of User account or any other breach of security known or should be known to User. User’s right to use the Services is personal to User. User agrees not to resell or make any commercial use of the Services without the express written consent of Company. Company’s failure to take legal action against User or an unauthorized user after obtaining knowledge of the unauthorized use of User’s account shall not constitute a waiver of Company’s right to take legal action against User or unauthorized user for any future instance(s) of unauthorized use of User’s account.
17. SOFTWARE
Any software available for download via the Website and/or ALIS is the copyrighted work and property of Company and/or its affiliates, agents, or representatives. Use of any software not affiliated with Company is governed by the terms of the end user license agreement that accompanies or is included with the software. Downloading, installing, and/or using any such software indicates User’s acceptance of the terms of the end user license agreement.
18. THIRD PARTY SITES
Company’s Website and ALIS may include hyperlinks (“links”) to other sites on the Internet that are owned and operated by online merchants and other third parties. Company does not endorse, recommend or approve any third-party website hyperlinked from Company’s Website and/or ALIS. User acknowledges that Company is not responsible for the availability of, or the content located on or through, any third-party site. User should contact the site administrator or webmaster for those third-party sites if User has any concerns regarding such links or the content located on such sites. User’s use of those third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible therein. Company encourages all users to review said privacy policies of third-parties’ sites.
19. DISCLAIMER REGARDING ACCURACY OF VENDOR INFORMATION
Product specifications, government and other forms, and other information have either been provided by the vendors or collected from publicly available sources. While Company makes every effort to ensure that the information on this website is accurate, we can make no representations or warranties as to the accuracy or reliability of any information provided on this website.
Company makes no warranties or representations whatsoever with regard to any product provided or offered by any vendor, and User acknowledges that any reliance on representations and warranties provided by any vendor shall be at User’s own risk.
20. COMPLIANCE WITH LAWS
User may not use the Website or ALIS in any way that violates applicable state, federal, or international laws, regulations or other government requirements. User further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation. This section specifically prohibits any action that would violate The Health Insurance Portability and Accountability Act of 1996 (HIPAA) and/or the Health Information Technology for Economic and Clinical Health (HITECH) standard.
User further agrees to use the ALIS Services in line with all of the Client’s internal policies and procedures that User has been provided notice and/or copies of related to their relationship with Client.
21. TERMINATION AND CANCELLATION
User must contact their company administrator to cancel their account. User can also cancel their account at any time by emailing support@medtelligent.com. Once an account has been cancelled, only an authorized user (a company representative that has a direct written contractual master subscription agreement with Medtelligent) can restore a User’s account.
Any User granted access through a contractual arrangement with Client agrees to immediately notify Company of any changes to their right of access including any changes to the right of access of any of their affiliates.
22. COPYRIGHT AND TRADEMARK INFORMATION
All content included or available on the Website and/or ALIS are copyrighted property of Company, will all rights reserved. Any use of materials on the Website or from ALIS, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Company is strictly prohibited. User agrees that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy Company’s web pages or the content contained on those pages without prior written permission of an authorized representative of Company.
Medtelligent Incorporated™, medtelligent.com™, and ALIS™ are proprietary marks of Company. Company’s trademarks may not be used in connection with any product or service that is not provided by Company in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Company. All other trademarks displayed on the Website or in ALIS are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those vendors. In addition, such use of trademarks or links to the web sites of vendors is not intended to imply, directly or indirectly, that those vendors endorse or have any affiliation with Company.
23. CONTACT INFORMATION AND NOTIFICATION OF CLAIMED COPYRIGHT INFRINGEMENT
All inquiries, questions, or complaints regarding the ALIS Services should be directed to support@medtelligent.com.
All inquiries regarding these Terms, the Website, and/or ALIS should be directed as follows:
Attn: Trisha Cole, Esq.
Medtelligent Inc.
306 W. Erie Street, 5th Floor
Chicago, IL 60654
trisha.cole@medtelligent.com
cc to: info@medtelligent.com
Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Company, as owner of medtelligent.com and/or alisonline.com designates the individual identified above in this Section as its agent for receipt of notifications of claimed copyright infringement.
24. BOTNETS
Company retains the right, at Company’s sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command-and-control points for botnets, Company reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at Company’s discretion.
25. OTHER TERMS
If any provision of these Terms shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. User agree that these Terms and any other agreements referenced in these Terms may be assigned Company, in Company’s sole discretion, to a third party in the event of a merger or acquisition. These Terms shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to User’s participation as a user of the Website and/or ALIS.
These Terms are governed by the laws of the State of Illinois and any dispute arising related to these terms shall be commenced in the Circuit Court of Cook County or, for federal causes of action, in the United States District Court of the Northern District of Illinois.
26. ADDITIONAL USER RESTRICTIONS
User may not reverse engineer, de-compile, disassemble, alter, duplicate, modify, make copies of, create derivative works from, distribute or provide others with the access to site.
27. SEVERABILITY AND WAIVER
In the event any of these Terms is held to be invalid or unenforceable for any reason or to any extent, the raining provisions of these Terms shall not be impacted or affected, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by Company or any assignee or successor in interest, to enforce these Terms shall not waive Company’s rights granted in these Terms.