These Terms of Service were last updated on December 21, 2023.
These Terms of Service (“ToS” or “SaaS Agreement”) are made and entered into by and between Inbound Health, Inc. dba LogiCall Health, Inc. (“Provider” or “LogiCall” or “LogiCall Health”) and the business entity agreeing to these terms (“Customer” or “you”). The LogiCall Terms of Service are located at https://www.logicallhealth.com/tos which may be amended in LogiCall’s sole discretion, from time to time. LogiCall and Customer may each be referred to as Party and collectively as Parties.
This Agreement is effective as of the date Customer signs a Purchase Order (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer or you personally to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer’s access to and use of the Provider’s Services, and in the event there is any conflict between the ToS and any SaaS Purchase Order, then the terms of the ToS prevail. Any executed SaaS Purchase Order is included by reference to this ToS. LogiCall’s Privacy Policy is included by reference to these ToS found at https://www.logicallhealth.com/privacypolicy, which may be amended in LogiCall’s sole discretion, from time to time.
1. DEFINITIONS
“Administrator User” means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by LogiCall.
“Business Associate Agreement” or “BAA” is an agreement between a Covered Entity and Business Associate under HIPAA for the protection of Personal Health Information (“PHI”).
"Care Provider” means a physician, nurse, physician’s assistant or additional authorized user.
“Customer Content” means all data and materials provided by Customer and its patients to LogiCall Health for use in connection with the SaaS Services, including, without limitation, patient HIPAA data, data files, and recordings.
“Customer User” means an authorized employee or independent contractor who may be a physician or caregiver of Customer who has access to the SaaS Services.
“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by LogiCall Health to Customer regarding the use or operation of the SaaS Services.
“HIPAA” means the Health Insurance Portability and Accounting Act of 1996.
“Host” means the Amazon Web Services (“AWS”) Cloud computing service and Twilio on which the LogiCall Health System is operating.
“Licensee Content” means all data and materials provided by Licensee and its patients to LogiCall Health for use in connection with the SaaS Services, including, without limitation, patient HIPAA data, data files, and recordings.
“Licensee User” means an authorized employee or independent contractor who may be a physician or care provider of Licensee who has access to the SaaS Services.
"LogiCall Health System” means LogiCall Health’s software solution which allows medical patients to call by land line or cell phone, or to send a SMS to their physician or other care providers anytime of day, be directed to a secure virtual waiting room until the physician joins the phone call so the patient and physician or care provider can have a consultation which is recorded in HIPAA compliance, and the service can be billed and recorded in an electronic health record system.
“Maintenance Services” means the support and maintenance services provided by LogiCall Health to Customer pursuant to this Agreement as set forth below in SECTION A.
“Other Services” means all technical and non-technical services performed or delivered by LogiCall Health under this SaaS Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and materials basis at such times or during such periods, as may be specified in a Purchase Order and mutually agreed upon by the Parties.
“Practice Data” means all data provided by Customer in the course of using the SaaS Services. Practice Data includes, without limitation, any personally identifiable information that could be considered private or sensitive that is provided by Customer in the course of using the SaaS Services.
“Purchase Order" is a written document executed separately by LogiCall Health and Customer for the purpose of purchasing SaaS Services under the terms and conditions of this ToS.
“Software” means the object code version of any software to which Customer is provided access as part of the LogiCall Health System, including any updates or new versions.
“SaaS Services” refer to the specific LogiCall Health System’s internet accessible service identified in a Purchase Order that provides use of LogiCall Health System for patient and Care Provider phone call management that is operated by LogiCall Health and made available to Customer over a network on a term-use basis.
“Short Message Service”, “SMS”, or “Text Message” means messages sent from one device to another device.
“Subscription Term” shall mean that period specified in a Purchase Order during which Customer will have on-line access and use of the Software through LogiCall Health’s SaaS Services.
2. SAAS SERVICES
2.1. During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for Customer’s internal business operations subject to the terms of this SaaS Agreement and up to the number of Caregivers documented in the Purchase Order.
2.2. Each user account created to access the SaaS Services must be a named user account associated uniquely with an authorized employee or independent contractor as specified in the Purchase Order. Named user accounts are personal and cannot be shared or used by more than one individual. However, the accounts may be reassigned to new users replacing former users who no longer require ongoing use of the SaaS Services.
2.3. Customer acknowledges that this Agreement is a services agreement and LogiCall Health will not be delivering copies of the Software to Customer as part of the SaaS Services.
3. RESTRICTIONS
Customer shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than Customer Users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to
the extent such activity is expressly permitted by applicable law, (vii) use the SaaS Services in a way not prescribed in the provided Documentation, (viii) attempt to, or successfully access the SaaS Services in a programmatic or automated way for any purpose whatsoever, or (ix) access the SaaS Services or use the Documentation to build a similar product or competitive product. Subject to the limited licenses granted
herein, LogiCall Health shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein.
4. CUSTOMER RESPONSIBILITIES
4.1. Assistance. Customer shall provide commercially reasonable information and assistance to LogiCall Health to enable LogiCall Health to deliver the SaaS Services. Upon request from LogiCall Health, Customer shall promptly deliver Customer Content to LogiCall Health in an electronic file format specified and accessible by LogiCall Health. Customer acknowledges that LogiCall Health’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.
4.2. Compliance with Laws. Customer shall provide commercially reasonable information and assistance to LogiCall Health to enable LogiCall Health to deliver the SaaS Services. Upon request from LogiCall Health, Customer shall promptly deliver Customer Content to LogiCall Health in an electronic file format specified and accessible by LogiCall Health. Customer acknowledges that LogiCall Health’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.
4.3. Unauthorized Use; False Information. Customer shall: (a) notify LogiCall Health immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, and password sharing is explicitly unauthorized (b) report to LogiCall Health immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by a Customer User, and (c) not provide false identity information in an attempt to gain access to or use the SaaS Services.
4.4. Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users. LogiCall Health shall not be liable for any loss of data or functionality, or system availability caused directly or indirectly by the actions of the Administrator Users.
4.5. Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the LogiCall Health System, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious.
4.6. License from Customer. Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to LogiCall Health a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer. As part of the LogiCall Health Services, LogiCall Health will de-identify (in a manner consistent with 45 CFR §164.514) Practice Data (“De-Identified Data”) and aggregate it with similar data (such as, for example, from other practices or similar operations owned or managed by LogiCall Health and/or its affiliates) in a database maintained by LogiCall Health. LogiCall Health may share and use such De-Identified Data for any purpose so long as such data does not allow direct identification of any of Customer’s patients, providers, or other healthcare personnel, without remuneration to Customer.
4.7. Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. LogiCall Health or its licensors retain all ownership and intellectual property rights to the Services, Software programs, and anything developed and delivered under the SaaS Agreement. Third party technology that may be appropriate or necessary for use with some LogiCall Health programs is specified in the program Documentation or Purchase Order as applicable. Customer’s right to use such third-party technology is governed by the terms of the third party technology license agreement specified by LogiCall Health and not under the SaaS Agreement.
4.8. Suggestions. LogiCall Health shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Customer Users, relating to the operation of the SaaS Services.
5. ORDERS AND PAYMENT
5.1. Orders. Customer shall order SaaS Services pursuant to a Purchase Order. All services acquired by Customer shall be governed exclusively by this SaaS Agreement and the applicable Purchase Order.
5.2. Invoicing and Payment. Unless otherwise provided in the Purchase Order, LogiCall Health shall invoice Customer for all fees on the Purchase Order effective date. Customer shall pay all undisputed invoices within thirty (30) days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars, and must be paid by Customer to LogiCall Health in United States Dollars.
5.3. Expenses. Customer will reimburse LogiCall Health for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. LogiCall Health shall notify Customer prior to incurring any such expense. LogiCall Health shall comply with Customer’s travel and expense policy if made available to LogiCall Health prior to the required travel.
5.4. Taxes. LogiCall Health shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (“VAT”),or similar charges relating to Customer’s purchase and use of the services. Customer shall not be liable for taxes based on LogiCall Health’s net income, capital or corporate franchise.
6. TERM AND TERMINATION
6.1. Term of SaaS Agreement. Term of SaaS Agreement. The term of this SaaS Agreement shall begin on the Effective Date and shall continue on the terms of a Purchase Order unless otherwise terminated as outlined in this Section. Each annual renewal term under a Purchase Order shall include a price increase of five-percent (5%).
6.2. Termination. Either Party may terminate this SaaS Agreement and all unexpired Purchase Orders immediately upon a material breach by the other Party which has not been cured within thirty (30) days after receipt of written notice of such breach. Customer may terminate this SaaS Agreement by providing written notice not later than ninety (90) days prior to the anniversary of the current Renewal Term.
6.3. Suspension for Non-Payment. LogiCall Health reserves the right to suspend access to the SaaS Services if Customer fails to timely pay any undisputed amounts due to LogiCall Health under this SaaS Agreement, but only after LogiCall Health notifies Customer in writing of such failure to pay and such failure continues for fifteen (15) days. Suspension of the SaaS Services shall not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that LogiCall Health shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of access to the SaaS Services resulting from Customer’s nonpayment.
6.4. Suspension for Ongoing Harm. LogiCall Health reserves the right to suspend access to the SaaS Services if LogiCall Health reasonably concludes that Customer User’s use of the SaaS Services is causing immediate and/or ongoing harm to LogiCall Health or others of LogiCall Health’s Customers. In the extraordinary case that LogiCall Health must suspend access to the SaaS Services, LogiCall Health shall immediately notify Customer of the suspension and the Parties shall diligently attempt to resolve the issue. LogiCall Health shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of access to the SaaS Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit LogiCall Health’s rights under Section 6.5 below.
6.5. Effect of Termination.
(a) Upon termination of this SaaS Agreement or expiration of the Subscription Term, LogiCall Health shall immediately cease providing the SaaS Services, Maintenance Services and Other Services and all usage rights granted under this SaaS Agreement shall terminate.
(b) If LogiCall Health terminates this SaaS Agreement due to a breach by Customer, then Customer shall immediately pay to LogiCall Health all amounts then due under a SaaS Agreement and to become due during the remaining term of this SaaS Agreement, but for such termination. If Customer terminates this SaaS Agreement due to a breach by LogiCall Health, then LogiCall Health shall immediately repay to Customer all pre-paid amounts for any unperformed SaaS Services scheduled to be delivered after the termination date.
(c) If LogiCall Health terminates this SaaS Agreement due to a breach by Customer, then Customer may request its data from LogiCall Health in a manner and form satisfactory to LogiCall Health, at a prepaid cost consistent with prevailing market rates for similar services within thirty (30) days of termination. If Customer terminates this SaaS Agreement due to a breach by LogiCall Health, then Customer may reclaim its data from LogiCall Health in a manner and form satisfactory to LogiCall Health at an additional charge to Customer, within thirty (30) days of termination.
(d) Upon termination of this SaaS Agreement and upon subsequent written request by the disclosing Party, the receiving Party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving Party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the Parties.
7. SERVICE LEVEL AGREEMENT
The Service Level SaaS Agreement (“SLA”) for the SaaS Services is set forth in the SECTION B. The SLA sets forth Customer’s sole remedies for availability or quality of the SaaS Services including any failure to meet any guarantee set forth in the SLA.
8. WARRANTIES
8.1 LogiCall Health represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any breach of a warranty, Customer’s exclusive remedy shall be as provided in Section 6, Term and Termination.
8.2 LOGICALL HEALTH WARRANTS THAT THE SAAS SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. LOGICALL HEALTH DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT LOGICALL HEALTH WILL CORRECT ALL SAAS SERVICES ERRORS.CUSTOMER ACKNOWLEDGES THAT LOGICALL HEALTH DOES NOT CONTROL THE TRANSFER OFDATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, THE HOST, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY LOGICALL HEALTH (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER LOGICALL HEALTH NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL LOGICALL HEALTH OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS. LOGICALL HEALTH MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE IN FACT OR IN LAW, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE ANDNON-INFRINGEMENT.
9. LIMITATIONS OF LIABILITY
NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF LOGICALL HEALTH) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS,DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT,REGARDLESS OF THE NATURE OF THE CLAIM(INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAIDOR PAYABLE BY CUSTOMER UNDER THIS SAAS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.
10. INDEMNIFICATION
10.1. Indemnification by LogiCall Health. Indemnification by LogiCall Health. If a third party makes a claim against Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that LogiCall Health’s negligence or willful misconduct has caused bodily injury or death, LogiCall Health shall defend Customer and its directors, officers and employees against the claim at LogiCall Health’s expense and LogiCall Health shall pay all losses, damages and expenses(including reasonable attorneys’ fees) finally awarded against such Parties or agreed to in a written settlement agreement signed by LogiCall Health, to the extent arising from the claim. LogiCall Health shall have no liability for any claim based on (a) the Customer Content, (b) modification of the SaaS Services not authorized by LogiCall Health, or(c) use of the SaaS Services other than in accordance with the Documentation and this SaaS Agreement. LogiCall Health may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.
10.2. Indemnification by Customer. If a third party makes a claim against LogiCall Health that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend LogiCall Health and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such Parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.
10.3. Conditions for Indemnification. A Party seeking indemnification under this section shall (a) promptly notify the other Party of the claim, (b) give the other Party sole control of the defense and settlement of the claim, and (c)provide, at the other Party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other Party in the defense and settlement of the claim.
11. CONFIDENTIALITY
11.1. Definition. “Confidential Information” means any information disclosed by a Party to the other Party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within thirty (30) days of such disclosure, (c) is specifically deemed to be confidential by the terms of this SaaS Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this SaaS Agreement, Customer Content is deemed Confidential Information of Customer. LogiCall Health software and Documentation are deemed Confidential Information of LogiCall Health.
11.2. Confidentiality. During the term of this SaaS Agreement and for five (5) years thereafter (perpetually in the case of software), each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each Party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other Party. Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information. Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other Party’s Confidential Information and which are provided to the Party hereunder. Each Party may disclose Confidential Information of the other Party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving Party.
11.3. Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving Party,(b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving Party, without restriction, from a source other than the disclosing Party not bound by confidentiality obligations to the disclosing Party, or (c) is independently developed by the receiving Party without use of the Confidential Information as demonstrated by the written records of the receiving Party. The receiving Party may disclose Confidential Information of the other Party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving Party shall use reasonable efforts to promptly notify the other Party prior to such disclosure to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. Each Party may disclose the existence of this SaaS Agreement and the relationship of the Parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each Party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
11.4. HIPAA Compliance. The Parties shall comply with all federal and state laws and regulations regarding the confidentiality of patient information, including but not limited to HIPAA. To the extent required by law, LogiCall Health shall only use and disclose PHI as is minimally necessary to perform its responsibilities hereunder. Furthermore, Subject to Section 4.6 LogiCall Health shall not disclose any PHI that is not de-identified to any third party, except where permitted or required by law or where such disclosure is expressly approved by the patient in writing. In accordance with the regulations under HIPAA, the Customer and LogiCall Health agree to execute a mutually agreed upon separate BAA.
12. GENERAL PROVISIONS
12.1. Non-Exclusive Service. Customer acknowledges that SaaS Services is provided on anon-exclusive basis. Nothing shall be deemed to prevent or restrict LogiCall Health’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other Parties.
12.2. Personal Data. Customer hereby acknowledges and agrees that LogiCall Health’s performance of this SaaS Agreement may require LogiCall Health to process, transmit and/or store Customer personal data, or the personal data of Customer employees and Customer Affiliates. By submitting personal data to LogiCall Health, Customer agrees that LogiCall Health and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling LogiCall Health to perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided by or through Customer to LogiCall Health, Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Customer Content and using the Enabling Software and LogiCall Health SaaS. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Customer Content, including any information which any LogiCall Health SaaS user shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by LogiCall Health under this Agreement, including that such processing according to Customer’s instructions will not place LogiCall Health in breach of applicable data protection laws. Prior to processing, Customer will inform LogiCall Health about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross-border transfer restrictions. Customer is responsible for ensuring that the LogiCall Health SaaS meets such restrictions or special requirements. LogiCall Health shall process any Personal Data that meets the requirements set forth in this Section according to this Agreement.
12.3. LogiCall Health Personal Data Obligations. In providing the SaaS Services, LogiCall Health will comply with the LogiCall Health Services Privacy Policy, which is available at https://www.logicallhealth.com/privacy-policy and incorporated herein by reference. The LogiCall Health Services Privacy Policy is subject to change at LogiCall Health’s discretion; however, LogiCall Health changes will not result in a material reduction in the level of protection provided for Customer Practice Data during the period for which fees for the services have been paid. The services policies referenced in this SaaS Agreement specify the parties' respective responsibilities for maintaining the security of Customer Practice Data in connection with the SaaS Services. LogiCall Health reserves the right to provide the SaaS Services from Host locations, and/or through use of subcontractors, worldwide. LogiCall Health will only process Customer Personal Data in a manner that is reasonably necessary to provide SaaS Services and only for that purpose. LogiCall Health will only process Customer Personal Data in delivering LogiCall Health SaaS. Customer agrees to provide any notices and obtain any consent related to LogiCall Health’s use of the Customer’s Practice Data for provisioning the SaaS Services, including those related to the collection, use, processing, transfer and disclosure of personal information. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Customer Content.
12.4. Assignment. Neither Party may assign this SaaS Agreement or any right under this SaaS Agreement, without the written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided however, that either Party may assign this SaaS Agreement to an acquirer of all or substantially all of the business of such Party to which this SaaS Agreement relates, whether by merger, asset sale or otherwise. This SaaS Agreement shall be binding upon and inure to the benefit of the Parties’ successors and permitted assigns. Either Party may employ subcontractors in performing its duties under this SaaS Agreement, provided, however, that such Party shall not be relieved of any obligation under this SaaS Agreement.
12.5. Notices. Any and all notices or payments given under the provisions of this Agreement may be delivered personally, sent by certified mail, or prepaid overnight courier to the appropriate Party at the address in the Purchase Order or to such other address as either Party may substitute by written notice to the other.
12.6. Force Majeure. Each Party will be excused from performance for any period during which, and to the extent that, such Party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
12.7. Waiver. No waiver shall be effective unless it is in writing and signed by the waiving Party. The waiver by either Party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.
12.8. Severability. If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force.
12.9. Entire SaaS Agreement. This SaaS Agreement contains the entire agreement of the Parties and supersedes all previous oral and written communications by the Parties, concerning the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by both Parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the Party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.
12.10. Survival. Sections 3, 4, 6, and 8 through 12 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.
12.11. Publicity. LogiCall Health may include Customer’s name and logo inits customer lists and on its website. Upon signing, LogiCall Health may issue a high-level press release announcing the relationship and the manner in which Customer will use the LogiCall Health System. LogiCall Health shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.
12.12. Export Regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the SaaS Services. Customer agrees that such export control laws govern its use of the SaaS Services (including technical data) and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.
12.13. No Third Party Beneficiaries. This SaaS Agreement is an agreement between the Parties, and confers no rights upon either Party’s employees, agents, contractors, partners of customers or upon any other person or entity.
12.14. Independent Contractor. The Parties have the status of independent contractors, and nothing in this SaaS Agreement nor the conduct of the Parties will be deemed to place the Parties in any other relationship. Except as provided in this SaaS Agreement, neither Party shall be responsible for the acts or omissions of the other Party or the other Party’s personnel.
12.15. Statistical Information. LogiCall Health may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS Service, provided that such information does not identify Customer’s Practice Data or include Customer’s name.
12.16. Governing Law. This SaaS Agreement shall be governed by the laws of the State of Colorado, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. All disputes shall be in the Courts in Denver County, Colorado.
12.17. Compliance with Laws. LogiCall Health shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.
12.18. Dispute Resolution. If a dispute arises under this Agreement, then within ten (10) business days of a written request by either Party, LogiCall Health’s designated representative and Customer’s designated representative shall meet and attempt to resolve the dispute. If LogiCall and Customer cannot resolve the dispute then the Parties shall have a mediation conference and split the costs evenly.
SECTION A: Support and Maintenance Services
1. Support and Maintenance Services
Support and Maintenance Services are included in the SaaS Services in a Purchase Order and entitles Customer to the following:
(a) Telephone or electronic support to help Customer locate and correct problems with the Software.
(b) Provision of Workarounds for Users to deal with problems with the Software, or code corrections to fix Software malfunctions to bring such Software into substantial conformity with the operating specifications.
(c) Up to five (5) dedicated customer resources designated by Customer in writing that will have access to Support Services. The customer resources must have the necessary knowledge of the Customer’s workflow and systems, as well as training on the SaaS Services to adequately assist with Problem determination.
2. Response and Resolution Goals
· “Business Hours” 8am-6pm Mountain Time, Monday thru Friday, except observed Federal holidays.
· “Problem” means a defect in Software as defined in LogiCall Health’s standard Software specification that significantly degrades such Software.
· “Fix” means the repair or replacement of Software component to remedy Problem.
· “Respond” means notification to Customer of Problem received, date and time assigned, and severity assignment.
· “Workaround” means a change in the procedures followed or data supplied by Customer to avoid a Problem without substantially impairing Customer’s use of the Software.
3. Accessing Support
Customer Support offers several ways to resolve any technical difficulties.
The support email address is support@logicallhealth.com.
SECTION B: SERVICE LEVEL AGREEMENT
The LogiCall Health SaaS Services will achieveSystem Availability (as defined below)of at least 99% during each calendar year of the Subscription Term. All other SaaS Services will achieve System Availability (as defined below) of at least 95% during each calendar month of the SubscriptionTerm. “System Availability” means the number of minutes in a year that the key components of the SaaS Services are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure in the SaaS Agreement),(c) malicious attacks on the system, (d) issues associated with the Customer’s computing devices, local area networks or internet service provider connections, or (e) inability to deliver services because of acts or omissions of Customer User. LogiCall Health reserves the right to take the Service offline for scheduled maintenance for which Customer has been provided reasonable notice and LogiCall Health reserves the right to change its maintenance window upon prior notice to Customer.
If LogiCall Health fails to meet System Availability in the year, upon written request by Customer within thirty (30) days after the end of the year, LogiCall Health will issue a credit in Customer’s next invoice in an amount equal to 1% of the yearly fee for the affected SaaS Services for each 1% loss of SystemAvailability below stated SLA per SaaS Service, up to a maximum of the Customer’s fee for the affected SaaS Services. If the yearly fee has been paid in advance, then at Customer’s election LogiCall Health shall provide a credit to Customer to be used in a term extension. The remedy stated in this paragraph is Customer’s sole and exclusive remedy for interruption of SaaS Services and LogiCall Health’s failure to meet System Availability.
