Welcome to the EASE terms page.
There are a few legal documents that are central to EASE, our customers, our prospects, our partners, and users of our website. To make it simple to find the information you’re looking for, we’ve assembled them all here in the below tabs. Please click on each tab below to review.
In the event of a conflict between this Agreement and the Additional Terms, the Additional Terms shall prevail.
1 PURPOSE OF SOFTWARE
1.1 The Software serves as HIPAA compliant “sender” version mobile application software, developed by Licensor, which is used as a communication tool for updating Designated Persons with the status of a consenting Patient, throughout their hospital experience.
2 GRANT OF LICENSE & RESTRICTIONS ON USE
2.1 Subject to the Rules, Licensor grants to Buyer a nonexclusive, nontransferable, and non-sublicensable license to use the Software in the United States, in manner and for the period described herein.
2.2 The Software licensed shall be the products and packaging level selected in Paragraph 22 of the Order Form, together with all relevant Licensed Documentation and Copies thereof (collectively the “Product”).
2.3 This Agreement is a contract for license to use, not a contract for sale. Licensor reserves all rights in the Product, including all Intellectual Property Rights in and to the Product, or arising therefrom. Nothing herein shall be deemed to transfer ownership or title to the Product, in any form. Licensor is, and shall remain at all times, the sole and exclusive owner of the Software platform and all past, present, and future components. Upon agreement to the Terms, Buyer may download and use the App on its Campus(es).
2.4 Buyer shall not disassemble, decompile, reverse engineer, or otherwise examine the Product, including but not limited to, inspection with debugging, memory inspection, or disk inspection tools.
2.5 Buyer may reject the Product by giving written notice of rejection and returning the Product within thirty (30) days of the Delivery Date. Termination under this part shall be subject to the terms of Section 15. Failure to reject the Product within thirty days shall constitute Acceptance.
2.6 Buyer may use the Product only at Campuses listed on the Order Form. Licensor expressly reserves the right to temporarily disable Buyer’s access to the Product for the purpose of disrupting use at an unpermitted location.
2.7 Neither Party shall use the name of the other for any other commercial purpose, or in any promotions or public statement, without prior written consent of the published party, which shall not be unreasonably withheld.
2.8 Notwithstanding Section 2.6, to aid with the launch of the Product and to provide patient information and education regarding availability and functionality of the Product, Licensor shall be permitted to use the name and image of Buyer on Licensor’s press releases, website, and digital media.
2.9 All uses not permitted under this Section 2 are strictly prohibited.
3. FEES & LICENSE PERIOD(S)
3.1 The Initial License Period shall be for such period length as appears on Paragraph 16 of the Order Form, which shall begin on the Delivery Date, and shall automatically renew in accordance with the terms of Paragraph 16.
3.2 As compensation for the license(s) provided, Buyer shall pay Licensor all applicable fees and costs appearing on Paragraph 22 of the Order Form. All sales are final.Except as provided in Section 2.4 Licensing, Installation & Training Fees are non-refundable, regardless of the reason for termination.
3.3 Annual License Fees shall be due and payable in full, in U.S. currency, within thirty (30) days of the Effective Date. Payment(s) for Renewal Periods
shall be due within thirty (30) days of the first day of such Renewal Period.
3.4 Installation & Training Fees are due fifteen (15) days prior to the Delivery Date scheduled for each respective Buyer Campus.
3.5 All fees are exclusive of internet and data usage charges, as well as all state, local, and Federal taxes or charges. Buyer shall be solely responsible for payment of all applicable taxes within a commercially reasonable time.
3.6 All amounts due to Licensor not paid in accordance with Sections 3.3 & 3.4 shall bear interest at the maximum rate allowable by law.
4. INSTALLATION AND TRAINING
4.1 Buyer shall provide Licensor with no less than five (5) reasonable proposed Delivery Dates for installation and training on the Product. If no dates provided are mutually agreeable, the Parties shall coordinate a date no later than forty-five (45) days from the Effective Date, for installation and training. Prior to the Delivery Date, Licensor shall provide Buyer with training materials and online resources, which Buyer shall ensure are made available to, and completed by, all Agents who will be utilizing the Product. During the initial training, Licensor shall train the Buyer and its Agents on the proper use of the Product and will recommend “best practices” in sending EASE Communications™. Buyer agrees to ensure every one of its Agents who will utilize the Software attends all training and uses their best professional judgment in the EASE Communications™ they ultimately create or send to Designated Persons. Buyer assumes all liability for damages resulting from the conduct of Agents who fail to attend training in full.
5. “AS IS” LICENSE FOR SOFTWARE
5.1 Licensor offers the Product “As Is” and for the most current version purchased by Buyer, as indicated in the Order Form. At Licensor’s sole discretion, Licensor may release updates to provide additional features, including but not limited to, languages and emoticons. Releases by Licensor of additional applications or increases of functionality may be deemed by Licensor, at its sole discretion, to constitute a Module. Modules, if any, are NOT included with this purchase. Modules may be offered by Licensor at a later date and for such annual licensing fee established solely by Licensor.
5.2 Notwithstanding the foregoing, Licensor may update the Product from time to time to provide an Error Correction (“Patches”). In such event, Buyer shall be required to download a Patch, at no cost to Buyer. Internet data rates may apply. Licensor shall not be responsible for any claims or liabilities of any kind arising from Buyer’s failure to install a Patch.
6. SOFTWARE MAINTENANCE; TECHNICAL ASSISTANCE
6.1 During the Licensing Period, Licensor shall offer technical assistance services as more fully described in the Additional Terms; Buyer may contact Licensor via telephone or email to request such supplemental or tech support by telephone at 407.308.4399;email@example.com, or such other contact information as may be subsequently provided to Buyer by Licensor.
6.2 Buyer shall promptly notify Licensor, in writing, within two (2) days of Buyer encountering any Error(s). After Licensor’s analysis of the reported Error, Licensor will: (i) notify Buyer whether Licensor has verified the Error; (ii) if verified, Licensor will advise Buyer of available remedies; and (iii) where a remedy is not available after repeated efforts, Licensor shall have the sole discretion to so notify Buyer and the Parties shall proceed under Section 6.3.
6.3 If, after repeated efforts, Licensor is unable to provide the Software in the manner advertised, Licensor may, at its sole discretion, issue a refund of the prorated value of the function not provided by the Product, not to exceed the amount of the Annual Price paid by Buyer under this Agreement. Buyer specifically agrees that Buyer shall act in good faith to reach an agreement with Licensor as to the prorated value of the function not provided;
6.4 EASE reserves the right to determine the disposition of reported Errors.
7. BUYER REPRESENTATIONS AND WARRANTIES
7.1 Buyer acknowledges and agrees that:
a. Buyer shall be responsible for providing the required environment for the Product, including, without limitation, preparation of any mobile devices and provision of Wi-Fi access and/or data plan coverage at Buyer’s Campus(es).
Buyer shall be responsible for downloading and installing the App on a secure mobile devise and configuring mobile devices as may be necessary.
Buyer shall monitor all Agents utilizing the Product to ensure continuous compliance with the Terms and any training provided to Buyer by Licensor. Buyer shall be solely responsible for its Agent’s failure to comply with the Terms, training provided by Licensor, or any applicable state and federal laws.
Buyer has evaluated, tested, and examined the Product and has determined independently that it is suited for the use intended by Buyer. Buyer assumes the responsibility and risk for the selection and suitability of the Product.
Buyer shall notify Licensor of any Error or other material defect Buyer shall agrees to ensure compliance with all requirements of Section 6.
Buyer represents that it has all necessary rights to use or reproduce all software, data and hardware used on its Campus(es) and that no use of the Product in connection therewith shall be made that causes and infringement of the rights of any third party.
8. DATA OWNERSHIP & DELETION POLICY
8.1 As between the Parties, all Ease Communications™ and all information and data associated therewith, shall be the exclusive property of the Buyer.
8.2 Unless provided for under separate agreement, Licensor shall not be obligated to store or maintain copies of the EASE Communications™, including without waiver, all Protected Health Information (“PHI”), which may or may not exist therein. EASE Communications™ shall be deleted from Licensor’s servers and systems on a regular nightly basis. Licensor shall bear no responsibility or liability for storing or maintaining EASE Communications™ prior to deletion. Buyer shall indemnify, defend and hold Licensor harmless from any and all liability associated with the EASE Communications™ not being stored/maintained for future reference or use.
9. SURVEY ACKNOWLEDGMENT
9.1 At the conclusion of each EASE Encounter™, each Patient and Designated Person who has used the “recipient” version of the App shall have the opportunity to partake in a survey regarding their experience. Buyer agrees that all responses to such surveys and other feedback regarding the Product, regardless of the source, shall be deemed Confidential Information owned exclusively by Licensor. Notwithstanding the foregoing, Licensor acknowledges and agrees that the Product is intended to increase Buyer’s patient and customer satisfaction. To this end, Licensor will share with Buyer, at reasonable intervals and in CSV file format, survey responses to questions that are presented to solicit the satisfaction levels of Buyer’s Patients and Designated Persons with respect to their use and experiences with the App.
10. LIMITED WARRANTY & INDEMNIFICATION OF BUYER
10.1 EXCEPT AS SET FORTH HEREIN, LICENSOR MAKES NO WARRANTIES OR REPRESENTATIONS RELATING TO THE PRODUCT, NOR ANY WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY MOBILE DEVICE UTILIZED BY BUYER IN CONNECTION HEREWITH. EXCEPT AS PROVIDED HERIEN, ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF I) MERCHANTABILITY AND II) FITNESS FOR A PARTICULAR PURPOSE) ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
10.2 Licensor warrants that:
a) Licensor is the owner of the Product with free authority to license same;
b) when downloaded and installed in accordance with the instructions outlined in the Additional Terms and updated with Patches as may be required from time to time, the Product will operate in accordance with and conform to the specifications contained therein; and
c) the Product shall be free of all viruses and destructive programming designed to a) permit unauthorized access or use by third parties to the mobile device, or (b) disable or damage such device.
10.4 Licensor will defend Buyer against any third party claims, allegations or demands (collectively, “Claims”) by third parties that Buyer’s use of any of the Product infringes upon the patent rights, copyrights, trademark rights or trade secret rights of a third party and indemnify and hold Buyer harmless against any related damages, losses, expenses, costs, awards or settlement amounts, provided that: (a) Buyer notifies Licensor in writing of such Claim within thirty (30) days of Buyer’s receipt of notice of any such Claim; (b)
Licensor shall have sole control of the defense of any action on such Claim and of all negotiations for its settlement or compromise (provided that Licensor may not agree to any settlement that involves an admission of liability on the part of Buyer, or the imposition or non-monetary remedies with respect to Buyer, without Buyer’s prior written consent, which consent shall not be unreasonably withheld); (c) Buyer cooperates with Licensor in every reasonable way to facilitate the settlement or defense of such Claim; and (d) should such Product become or, in Licensor’s opinion, be likely to become, the subject of an infringement claim, Buyer will permit Licensor, at Licensor ‘s expense, to (i) procure for Buyer the right to continue using such Product, (ii) replace or modify the same to become functionally equivalent yet non-infringing, OR (iii) terminate, without penalty, Buyer’s use of the affected Product, in which event Licensor will refund to Buyer on a pro-rata basis any unused prepaid amounts related thereto. The foregoing obligation of Licensor shall not apply to any Claims arising from (a) Buyer’s use of an infringing third party software, (b) Product(s) made in whole or part in accordance with Buyer’s written specifications; (c) any impermissible modifications of the Product; (d) Products combined with other products, processes or materials not provided by Licensor; (e) Buyer’s continuance of any infringing conduct after receiving notice thereof or after being provided with modifications that would have avoided the alleged infringement; OR (f) where Buyer’s use of the Product is incident to an infringement not resulting primarily from the Product, or is not strictly in accordance with the Terms.
10.5 The warranty under this Section 10 does NOT apply to problems resulting from: a) download or installation of the Product or App by Buyer not in accordance with the instructions in the Additional Terms; b) any download or installation by Buyer of the Product or App a device not specified or approved of in the Additional Terms; c) unauthorized modification of the Product or App; d)malfunctions in any mobile device or third party: hardware, software, or systems files; e) Accident or neglect of Buyer or any of Buyer’s Agents; f) use of the Product by Buyer not in accordance with the Terms; g) power surge or failure; OR h) interruption in Wi-Fi connectivity or data plan coverage. In the event of damages occurring from a defect arising from a Buyer-owned mobile device, Buyer shall look solely to the third-party manufacturer of such device.
11. EXCLUSION OF ALTERNATIVE REMEDIES; DAMAGES; LIMITATION OF LIABILITY
11.1 NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY SORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, (a) ANY DAMAGES FOR LOST PROFITS, OR (b) ANY DAMAGES RESULTING FROM LOSS OF USE OR LOSS OF DATA (other than EASE Communications™ being stored by Licensor if elected under the Order Form, subject to the Additional Terms). EXCEPT FOR i) LICENSOR’S HIPAA OBLIGATIONS UNDER ANY HIPAA BUSINESS ASSOCIATE AGREEMENT and ii) LICENSOR’S INDEMNITY OBLIGATIONS UNDER SECTION 12, LICENSOR’S TOTAL LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT OF THE INSTALLATION & TRAINING FEES PAID BY BUYER.
12. INDEMNIFICATION OF LICENSOR
12.1 Buyer shall indemnify, defend, and hold Licensor and its officers, directors, employees and agents harmless from and against all claims, charges, judgments, costs, liabilities, damages, losses, lawsuits or expenses (including reasonable attorneys’ fees and expenses of litigation) resulting from Claims that arise as a result of: (a) Buyer’s and its Agents’ and affiliates’ (collectively,“Buyer Group”) use of the Product in violation of this Agreement or in a manner that is not in substantial conformity with the Terms, including but not limited to the sending of content that may be deemed offensive or inappropriate; (b) the negligence or willful misconduct of Buyer Group; (c) any infringement of a third party’s intellectual property rights resulting solely and exclusively from Buyer’s use of the Product in combination with any software or mobile device owned by Buyer; (d) any text messages, photos, videos or other communications sent by Buyer Group to a third party through the App; (e) any communications sent by Buyer Group
to any recipient other than a Designated Person; (f) Buyer’s decision not to store or maintain EASE Communications™ for future reference or use; (g) Buyer’s failure to obtain consent from the a Patient in advance of any EASE Encounter™; and (h) any Claim relating to, or arising from, any HIPAA violation committed by Buyer Group or breach of the Business Associate Agreement by Buyer.
12.2 Licensor shall promptly notify and provide reasonable cooperation to Buyer in the defense of any Claim for which indemnification is sought at Buyer’s expense. Buyer shall have the right to control the defense of any Claims and to settle Claims; provided, however, that the Buyer shall make no admission of fault or wrongdoing or other statement reflecting negatively on Licensor, without the Licensor’s prior express written consent.
13. TERMINATION BY LICENSOR
13.1 Licensor may terminate this Agreement and the license granted to Buyer upon a) Buyer failure to pay Licensor any fees, charges, taxes, or other reimbursements when due and when the failure to pay is not cured within thirty (30) days of Licensor’s written notice to Buyer thereof; b) Buyer’s transfers or attempted transfer of title or possession of the Product without Licensor’s prior written consent; d) Buyer breach of any of Buyer’s material obligations herein or under the Terms, where such breach is not cured within thirty (30) days of Licensor’s written notice to Buyer thereof d) Buyer becoming insolvent, adjudicated bankrupt, or voluntarily seeking protection under any bankruptcy or insolvency law; e) Buyer assignment of its assets for the benefit of creditors or any arrangement with its creditors; f) Licensor providing Buyer with ninety (90) days prior written notice of Licensor’s election to terminate in advance of any Renewal Term.
14. TERMINATION BY BUYER – NON-REFUNDABLE FEES
14.1 The Agreement may be terminated by Buyer at any time by providing Licensor sixty (60) days prior written notice of termination. Except as provided for in Sections 2.6 and 6.3, any such termination by Buyer shall be without refund of any Annual Payment and Installation Fees paid by Buyer.
15. TERMINATION PROCEDURE
15.1 In the event of any termination by Buyer:
Buyer shall promptly cease all further use of the Product and any portion thereof, in all forms and on all mobile devices. In addition, Buyer shall (i) surrender and deliver all physical portions of the Product; (ii) destroy all electronic Copies; and (iii) provide satisfactory evidence of such destruction to Licensor, within thirty (30) days following termination; AND
Licensor may cease performance of Licensor’s obligations under this Agreement or otherwise, without liability to Buyer, except that Licensor will continue to observe all HIPAA compliance and Privacy Policies.
16. EQUITABLE RELIEF; REMEDIES CUMULATIVE
16.1 The Parties acknowledge and admit that there may be no adequate remedy at law for the failure of the other party to comply with any of the material terms and conditions of Terms. The Parties agree that, in the event of any such failure, the non-breaching party shall be entitled to seek equitable relief by way of temporary restraining order, temporary injunction and permanent injunction. All rights and remedies upon material breach are cumulative and in addition to all other rights and remedies, in law or equity.
17. CONFIDENTIALITY, HIPAA & PRIVACY POLICIES
17.1 The Parties agree that in the performance of this Agreement a party may receive Confidential Information from a Disclosing Party. All Confidential Information shall be the exclusive property of Disclosing Party. Receiving Party shall hold the Confidential Information in strict confidence in accordance this Agreement. Receiving Party i) shall not permit or suffer its employees or agents to remove any proprietary or other legends or restrictive notices contained or included in any Confidential Information provided by Disclosing Party; ii) shall not copy or modify any Confidential Information except as specifically authorized in this Agreement; iii) shall not disclose any Confidential Information to a third-party without the prior written consent of Disclosing Party; and iv) agrees to use reasonable best efforts to secure and maintain all Confidential Information. When permissible, Receiving Party may disclose Confidential Information only after binding such party to
a written agreement sufficient to protect the Confidential Information in the manner described herein. Nothing in this part shall prohibit disclosure of information pursuant to court order or lawful subpoena.
17.2 The Parties agree that no PHI shall be transmitted, stored, maintained, or collected (‘Shared”) except with the Patient’s express written consent and only for the purpose and to the extent for which Patient has provided consent. All Shared PHI shall be done in strict compliance with HIPAA, this Agreement, the BAA, the Terms, and applicable privacy standards and law.
17.3 The Parties agree to work in good faith to execute a mutually agreeable BAA no later than thirty (30) days following the Effective Date.
18. GENERAL PROVISIONS
18.1 Neither party shall transfer its rights under this Agreement without first obtaining the written consent of the non-transferring party, which shall not be unreasonably withheld.
18.3. The headings are for convenience only and shall not be deemed to affect in any way the language of the provisions to which they refer.
18.4 In the event of any dispute arising from this Agreement, the prevailing party shall be entitled to recovery of all reasonable attorneys’ fees and costs, at both the trial and appellate levels.
18.5 This Agreement, including the Additional Terms, constitute the entire agreement between the parties and supersedes all prior agreements and understandings between them, whether written or oral, between them relating to the subject matter of this Agreement.
18.6 No modification, amendment, or other change to this Agreement shall be binding on either party unless it is in writing and signed by both parties.
18.7 No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. No wavier shall constitute a waiver of any subsequent breach of the same or of any other provision.
18.8 Neither party shall be liable to the other by reason of failure of performance hereunder (except obligations to pay) if such failure arises out of causes beyond such party’s reasonable control, despite the reasonable efforts, and without the fault or negligence of such party.A party experiencing such an event shall give as prompt notice as possible under the circumstances.Notwithstanding anything to the contrary, Licensor specifically acknowledges that Force Majeure events are often the times that EASE™ is most needed. Licensor promises that, in the event of a Force Majeure event which increases the need for specific resources in Buyer or Buyer’s customers, Licensor shall exert reasonable best efforts to continue to provide its obligations under this Agreement
18.9. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.Each party represents that it has the full power and authority to enter into this Agreement and to convey the rights herein conveyed.
18.10 This Agreement is made in and shall be, at least partially, performed in the State of Florida. The parties hereto consent and agree to personal jurisdiction in the State of Florida for any action arising from, under or out of this Agreement. The parties agree that all such actions shall be brought and maintained in Orlando, Florida. This Agreement shall be construed in accordance with and governed by the substantive laws of the State of Florida, without regard to choice of law principles.
18.11 The parties intend to have any discounts provided in this Agreement, if any, meet the requirements of 42 C.F.R. 1001.952(h), the Discount Safe Harbor of the Anti-Kickback statute. Client may have an obligation to report this discount in accordance with the Discount Safe Harbor and shall accurately reflect the discount on any claims submitted. This document constitutes a statement for accounting/reporting purposes.
18.12 All notices required to be given pursuant to this Agreement shall be in writing and shall be deemed given or made when delivered in person, delivered by overnight courier service or when delivered by certified or registered mail, postage prepaid, and addressed to:
Notice to Buyer: At the address listed in Paragraph 2 on the Order Form.
Notice to EASE:EASE Applications, LLC
3660 Maguire Blvd Suite 200 Orlando FL 32803
Notice to EASE Data Protection Officer: firstname.lastname@example.org
EASE Mobile Device Application End Use License Agreement Version 1.1 (Effective July 10, 2020)
EASE appreciates your interest in our mobile device application (“App”) and we hope for the best for you / your loved one, whether undergoing a medical procedure or in recovery. We are honored to have the privilege of providing our services to you and have created the terms you will find herein to establish to create certain protections for the transfer of the valuable data our App aims to facilitate. As you will see below, you have the right to decline our terms but, though we respect your decision, you will not be able to use our services if that is the case. If these terms are agreeable, please confirm your consent by checking the box below and we hope you enjoy EASE!
If you do not accept the terms of this EULA, YOU ARE NOT PERMITTED TO USE THIS SOFTWARE. In such event, you must immediately delete the App and discontinue all further access/use.
1. Download and Patient Consent Terms
1.1 For Designated Persons (defined herein)
To access the App, you must simply download the App and input the access code provided to you by the medical patient (“Patient”) undergoing a medical procedure who authorized you to receive text messages, audio messages, photos, videos (whether in real time or recorded) and other communications concerning the Patient’s medical procedure (“EASE Communications”) on their behalf. By inputting this information, you will enable access to the App as a receiver account (“Receiver Account”).
Your use of the App is strictly subject to the following conditions and representations; your failure to abide by these conditions will constitute a material breach of this EULA:
a) You may only utilize EASE if you: i) are a “natural person” (corporate entities may not register Receiver Accounts with EASE); ii) who is over the age of 18 iii) and have been authorized to receive Ease Communications from a Patient OR are a Patient or a parent, legal representative, authorized healthcare surrogate, attorneys-in-fact, guardian or other legal caretakers of a Patient, seeking to permit persons to receive EASE Communications.
1.2. For Patients and Authorized Representatives (defined herein)
To access the App, you must simply download the App and complete the procedure to provide access codes to Designated Persons (defined herein), authorizing them to receive text messages, audio messages, photos, videos and other communications concerning the Patient’s medical procedure (“EASE Communications”) on their behalf. By inputting the Patient information, you will enable access to the App as a Patient account (“Patient Account”).
Your use of the App is strictly subject to the following conditions and representations; your failure to abide by these conditions will constitute a material breach of this EULA:
a) If you are a Patient or the parent, legal representative, authorized healthcare surrogate, attorney-in-fact, guardian or other legal caretaker of a Patient (collectively, an “Authorized Representative”), you hereby express your/the Patient’s wish to participate in all EASE Encounters (defined herein) in connection with one or more of your/the Patient’s medical procedures (the “Procedure(s)“) at the hospital, medical center, healthcare system, or similar institution at which a you/the Patient is/are undergoing medical care (collectively, the “Facility”) and that you have all requisite permission and legal authority to enter into this EULA on your own/the Patient’s behalf. You understand that participation in EASE Encounters is optional and that if you choose to participate in EASE Encounters, confidential information about you/the Patient will be provided to the individuals designated by you/the Patient (“Designed Persons”) to receive such information. You hereby request and authorize EASE, the Facility, and their respective medical staff, agents, and employees, to conduct the following actions:
i) to disclose information about the Procedure(s) and your/the Patient’s progress to the Designated Persons;
ii) to take photographs and/or video/audio recordings of you/the Patient during the Procedure(s),
As material inducement for EASE and the Facility to perform these actions, you agree to release, indemnify, and hold EASE, the Facility, and their respective medical staff, agents, officers, directors, and employees harmless from any and all claims related thereto, including but not limited to i) the taking and sending of such photographs and video recordings; ii) the release of information concerning you/the Patient to Designated Person(s); iii) any action or inaction taken by a Designated Persons related to the App or any information sent or received through the App. You are responsible for designating the correct Designated Person(s) and, without limitation of the foregoing, you hereby release EASE and the Facility, and their respective medical staff, agents, officers, directors, and employees from any and all claims related to you/the Patient accidentally or intentionally designating incorrect or undesired person(s) as Designated Person(s). You understand that the information released pursuant to these terms may constitute individually identifiable health information as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA“) and other laws and regulations and that INFORMATION THAT HAS BEEN DISCLOSED VIA THE APP MAY BE SUBJECT TO RE-DISCLOSURE AND MAY NO LONGER PROTECTED. For avoidance of doubt, you agree to indemnify and hold EASE, the Facility, and their respective medical staff, agents, officers, directors, and employees harmless from any and all claims relating to the release of any information during use of the App which is protected by HIPAA or any other state or federal law.
1.3. For All Users (Designated Persons, Patients and Authorized Representatives).
2. Grant of License
3. Use of Licensed Services
3.1. HIPAA/PHI & Patient Confidentiality Agreement (“Confidentiality Agreement”)
By accepting the terms of this EULA, you represent your understanding that the data contained in EASE Communications qualifies as protected health information (“PHI”), which EASE and the Facility have only agreed to do based upon Patient’s/Authorized Representative’s choice to release such information to Designated Person(s). The release of the PHI is governed by HIPAA. In exchange for EASE’s agreement to facilitate the sending/access of this information, you agree to keep all information received by you through the App and any EASE Communication, including but not limited to, text, audio, video, and photos (collectively, the “Confidential Information”) strictly confidential and that you will not disclose this information to any person, for any purpose, provided however, that you shall be permitted to disclose this Information if required by law. You further agree that, without waiver of EASE’s other rights, in the event of any violation or breach, or threatened violation or breach of this provision, EASE shall be entitled, without the necessity of posting bond, to injunctive relief from any court of competent jurisdiction with authority to grant such relief.
3.1 (a). Screenshots, Screenshot Edits & Screen Recordings Not Permissible
Without waiver of the general scope of the Confidentiality Agreement, you specifically agree that you shall not replicate, share, duplicate, edit, or cause to be replicated, shared, or duplicated, or edited, any Confidential Information or EASE Communication, including but not limited to, creation of screenshots, screenshot edits or screen recordings, of any EASE Communication, or posting of any Confidential Information or EASE Communication on any internet or social media platform, including but not limited to, Facebook, Instagram, Twitter, Reddit and Imgur.
3.1 (b) Mistakenly Transferred Data
Due to the fast-paced and inherently chaotic nature of medical facilities, you acknowledge that you may receive information relating to Patients who have not designated you as a recipient of information. In any such event, you agree to immediately cease further EASE Communications and to alert a member of the Facility. Any information received under this Paragraph 3.1(b) shall also be deemed as Confidential Information and you agree to keep such information strictly confidential in conformity with your obligations as described in this Paragraph 3.1.
3.2. The following use requirements apply to your License to use the App:
- You acknowledge that EASE Communications may contain text, audio, video and photos of or having to do with medical procedures and surgical events which some may find to be graphic in nature and disturbing to read, hear, or watch. Examples may include texts, descriptions, photos and videos of surgical procedures, images depicting operating rooms, medical equipment and medical devices, close-up images of bodily fluids, organs, blood, tissue, and bones. If you do not wish to receive such communications, or if you believe you may be disturbed or offended by such communications, please discontinue use of the App and delete the App from your device immediately. If you are an Authorized Person or Patient and believe that any person may be so disturbed or offended, you agree not to add such person as a Designated Person. You shall indemnify, defend and hold EASE completely harmless from any and all liability associated with the nature or context of any communication viewed or heard through the App by you or by any other third party including, without limitation, any liability arising from a claim based on infliction of emotional distress. Communications transmitted through the App may not be suitable for children under the age of 18. EASE has no responsibility for the nature or context of any communication transmitted by the Facility (or the Facility’s medical staff, agents, or employees) through the App.
- You acknowledge and understand that the communications received by you on the App are provided directly from the Facility and that EASE does not have access to any Patient or Facility information regarding the status of any aspect of Patient’s medical procedure. EASE does not, and will not, provide any medical information or advice. You agree not to contact EASE for the purpose of solicitation of any medical information or advice.
- You will not use any electronic communication feature of the App for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful.
- While the App is designed so as not to store EASE Communications on your device, you nevertheless hereby agree not to use the App to upload, post, reproduce, take screenshots, or distribute any information, software, or other material protected by any applicable law including, without limitation, HIPAA and related health information protection laws, copyright and any other intellectual property rights (as well as laws and rights of publicity and privacy) without first obtaining the permission of the owner of such rights or otherwise obtaining the permission of the persons such laws were enacted to protect. Without limiting the foregoing, you agree not to take screenshots on your device, or take pictures of your phone, while utilizing the App.
- You will not collect, store, upload, stream, text, post, email, or otherwise transmit any data you receive through the Application, whether in the form of a text, audio communication, photograph, video file, or otherwise.
- Except as may be authorized by EASE, you will not use the App for any commercial purpose not expressly approved by EASE in writing. You will not use the App to upload, post, email, or otherwise transmit any advertising or promotional materials, including without limitation, “junk mail,” “surveys,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or unauthorized communication.
- You will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.
- You will not use the App when doing so could be dangerous or harmful to you or those around you, such as, by way of example only, when you are driving a motor vehicle, walking, riding bicycle, or operating heavy machinery or equipment, even if doing so is legally permitted in your location.
- You will discontinue any Live Video Encounter in the event: i) a Facility requests for You to do so; ii) engaging in such Live Video Encounter would be unsafe for You and/or the Patient/Designated Person; iii) a medical emergency; iv) engaging in such Live Video Encounter would otherwise violate these Terms.
4. Ownership of EASE Communication Content
Any communications or material of any kind that you email, post, or otherwise transmit to EASE using the App or any other media, including, without limitation, data, questions, responses to surveys or questionnaires, comments, or suggestions (individually and collectively your “Communication(s)“) will become the sole property of EASE. You hereby grant an exclusive and perpetual license to EASE to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing products using such information. EASE will be entitled to the unrestricted use and dissemination of such Communication for any purpose, commercial or otherwise, without acknowledgement or compensation to you. You hereby waive any rights you may have to the Communication (including, without limitation, copyrights or moral rights). Please do not share your ideas with EASE if you expect to be paid or want to continue to own or claim rights in them.
At the conclusion of each use of the EASE application (an “EASE Encounter”), you may have the opportunity to partake in a survey regarding your experience with the App. You hereby acknowledge that all responses to such surveys shall be owned by and shall be the sole property of EASE and shall be deemed to be a Communication.
4.1. Improvements and Suggestions
All right, title and interest in and to, and the right to pursue protection for, suggestions, improvements, enhancements and modifications to the App (“Improvements”), all or any portion of the Ease Applications, or the individual or collective use or applicability, that are suggested or made by you shall vest solely with Ease, and by using the App you hereby assign to EASE any and all rights and interests you may have therein, and agree to promptly provide upon the request of EASE reasonable documentation executed by you reflecting such assignment. No license is granted to you to, or under, any Improvements or other intellectual property or moral right owned or otherwise assertible by EASE, whether by express or implied grant, estoppel or otherwise. All benefits from the use of any such Improvements shall inure solely to Ease.
4.2 Live Video Encounters; Connectivity
Licensor may, but shall not be required to, offer live video capabilities that allow Patients to speak with and/or view Designated Person(s) in real time (a “Live Video Encounter”). Without limitation of the Section entitled “Carrier Charges”, you agree to hold Licensor harmless from any claims and harmless for any interruption in, and/or for your inability to engage in, any Live Video Encounter.
5. Carrier Charges
EASE does not charge you for the App, but your carrier’s data rates may apply to your use of the App. You acknowledge that Wi-Fi Internet connectivity or data coverage may be required for the App to function properly. EASE is not responsible for providing such Wi-Fi connectivity or data coverage, and you hereby agree to hold EASE complete harmless for any interruption in, and/or for your inability to obtain, Wi-Fi Internet connectivity or data coverage at the Facility or at any other location.
6. Security of Data Transmissions
The security of personal information is important to us. We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, we cannot guarantee its absolute security. It is up to you as the user to continuously ensure security of PHI.
6.1. Hyperlink Disclaimer
The App may contain links to other sites. EASE does not control such other sites, and EASE and its affiliates and agents make no representations whatsoever concerning the content, accuracy, security or privacy of those sites. The fact that EASE has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners or its providers. There are risks in using any information, software, or products found on the Internet, and EASE cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold EASE or its affiliates or agents liable for any loss or damage caused by use of or reliance on any content, goods, or services available on other sites.
7. Trademark and Copyrights
The App is owned by EASE or its affiliates or agents and is protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos, and icons are proprietary to EASE or its affiliates or agents. Nothing contained in the App should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed in the App without the written permission of EASE or such third party that may own the trademarks displayed in the App. Your use of the trademarks displayed in the App, or any other content in the App, except as provided herein, is strictly prohibited.
Images displayed through the App are either the property of, or used with permission by, EASE or its affiliates or agents. You are prohibited from using or authorizing the use of these images unless specifically permitted under this EULA. Any unauthorized use of the images may violate copyright laws, HIPAA and similar health information protection laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes.
7. Limitation and Disclaimers of Liability, Damages, Warranties
7.1 Disclaimer of Warranties
YOUR USE OF THE APP IS ENTIRELY AT YOUR SOLE RISK. THE APP IS PROVIDED BY EASE ON AN “AS IS” BASIS. EASE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EASE MAKES NO WARRANTY THAT (i) THE APP WILL MEET YOUR REQUIREMENTS, (ii) THAT OPERATION OF THE APP WILL BE UNINTERRUPTED, TIMELY, 100% SECURE, OR ERROR-FREE, OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APP WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EASE, OR THROUGH THE APP SHALL CREATE ANY WARRANTY REGARDING THE APP NOT EXPRESSLY STATED IN THIS AGREEMENT.
7.2. Limitation of Liability
You agree to indemnify and hold EASE and its affiliates, agents, employees, and licensors harmless from any claim, demand, loss, costs, or expense, including attorneys’ fees, made by any person arising out of your violation of this EULA, state or federal securities laws or regulations, or any other person’s rights, including but not limited to infringement of any copyright or violation of any proprietary or privacy right. Under no circumstances, including but not limited to a negligent act, will EASE or its affiliates or agents be liable for any damages of any kind that result from your, or any Designated Person, Patient, or Authorized Person’s use of, or the inability to use, the App.
Your performance of each term and condition contained in this EULA shall be material. Likewise, all representations made by you herein, which shall be deemed made by your acceptance of this EULA, shall be deemed material inducement for EASE’s agreement to perform the services described herein. In the event: i) you fail to perform any obligation herein; or ii) any representation made by you is, or becomes, untrue, you shall be in default of this EULA. Without limitation of EASE’s rights in the event of a default by you, you acknowledge and agree that, in such event: i) your license to use the App shall be deemed revoked; ii) you shall immediately discontinue use of the App; and iii) you shall take all actions necessary or desirable to EASE, in its sole discretion, to effectuate the mitigation of any damages incurred by EASE or any other party, as a result of your default.
9. Choice of Law and Venue
The EULA, and all future amendments, shall be governed by the law of the State of Florida, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with EASE or any of its affiliates or agents in the State of Florida or elsewhere. You agree to submit to the personal and exclusive jurisdiction of the State or Federal courts located within the County of Orange, State of Florida. If any part of this EULA is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
10. Changes and Amendments
11. Complete Contract
This Agreement constitutes the entire agreement between you and EASE regarding the App, and governs your use of the App, superseding any prior agreements between you and EASE regarding the App. The failure of EASE to enforce any provision in this EULA shall not constitute a waiver of such provision or any other provision. The headings in this EULA are for convenience only and shall not be deemed to affect in any way the language of the provisions to which they refer. Where the context so admits, words and expressions appearing in the singular in this EULA may be interpreted in the plural, and vice versa.
12. Contact Information
EASE Applications, LLC, a Florida limited liability company
EASE Privacy Agreement
Licensor maintains an ongoing commitment to ensuring that your privacy is protected. Accordingly, any personally identifiable information provided by you to Licensor when you use the Application shall be used in accordance with the conditions outlined in the Agreement and this Policy. Just as the Policy forms a part of the Agreement, the Agreement forms a part of the Policy, and the Agreement is incorporated herein by this reference. All capitalized terms not otherwise defined in this Policy shall have the same meaning as set forth in the Agreement.
Licensor may change the Agreement and/or this Policy periodically by updating the same. When Licensor makes changes to the Agreement or the Policy which it considers material, Licensor will notify you through the Application, by email, or otherwise. By continuing to use the Application after those changes are made, you are expressing and acknowledging your acceptance of the changes.
The Information We Collect
This notice applies to all information collected or submitted through the Application. While using the Application, you may have the opportunity to register for services, make requests, and post content. Accordingly, depending on the process, you may be asked to provide the following types of personally identifiable information:
- Your name
- Your postal address
- Your email address
- Your phone number
- Your age
- Your gender or other demographic information
- Your location information
- The name of the Patient who identified you as a Designated Person
- The Patient’s date of birth
- The date of the Patient’s medical procedure associated with your use of the Application
As set forth in the Agreement, we may also request, retain, share and use the Communications (as such term is defined in the Agreement) you send us, including, without limitation, your responses to questionnaires and surveys in which we ask you to participate.
We may also, but are not obligated to, retain or destroy copies of all data transmitted to you during an EASE Encounter (such data herein referred to as an “EASE Communication“, as such term is defined in the Agreement). We may also deliver copies of all such EASE Communications to the Facility to be stored, utilized and administered as the Facility deems appropriate.
Use of Personally Identifiable Information
Licensor takes your privacy very seriously. Accordingly, we agree that we will only use the information you provide for the following specific purposes: to effectuate a registration made by you; to customize the advertising and content you see; to improve the content and overall look and feel of the Application; and to contact you, conduct research, and provide anonymous reporting for internal and external clients, when necessary. We may also, and you hereby authorize us to, share all information we receive from you or through your use of the Application with the Facility. We are not responsible for, and you hereby agree to hold us harmless from, the manner in which the Facility utilizes the information we receive from you or through your use of the Application.
We agree that we will not share, sell, rent or otherwise distribute your personally identifiable information with outside parties (other than the Facility), except to provide products or services you’ve requested through us, or in response to a validly-issued subpoena, court order, or other legal process, or when necessary to establish or exercise our legal rights or defend against legal claims made by you or on your behalf.
From time to time, we may employ the use of return email addresses to answer the email we receive from you. Such addresses are not used for any other purpose and are not shared with outside parties (other than the Facility).
Finally, we agree that we will never use or share the personally identifiable information provided to us by you in any way that violates or is otherwise unrelated to the means described in the Agreement or this Policy, without also providing you an opportunity to opt-out or otherwise prohibit such unrelated uses.
In order to use some features of the Application, you must first complete the registration process. During registration, you are required to provide certain personally identifiable information, including, but not limited to the information described above (see: “The Information We Collect”). This information will periodically be used by us to contact you about Application news, updates and changes to the Agreement or this Policy, and to enable you to retrieve your registration information, access code, and password, if necessary.
Correction of Personally Identifiable Information
So that we may best serve you, you are responsible for ensuring that all personally identifiable information you provide on this site is maintained and kept current.
Cookies and Similar Technologies
Please note: No personally identifiable information is collected with the cookies that we set.
To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, Licensor has established appropriate physical, electronic, and managerial procedures to safeguard and secure the information Licensor collects through the Application.
Protecting the privacy of children is especially important to Licensor. For that reason, Licensor never allows registration of users (i.e. Designated Persons or Secondary Recipients) under the age of 18. Additionally, Licensor does not collect or maintain information through the Application from users Licensor actually knows are under 18 years of age. The foregoing, however, does not preclude an individual who is under the age of 18 from being a Patient, provided such Patient’s parent, legal representative, authorized healthcare surrogate, attorney-in-fact, guardian or other legal caretaker consents to the Patient’s involvement in the EASE Encounter. It is hereby acknowledged and agreed that it shall be the responsibility of the Facility, and not Licensor, to obtain the consent of such Patients’ parents, legal representatives, authorized healthcare surrogates, attorneys-in-fact, guardians or other legal caretakers.
Scope of this Agreement; Third Party Websites
Although this Policy applies to the entirety of information obtained by you for the purpose of accessing or using content controlled and owned by Licensor, it does not apply to entities that are not owned or controlled by Licensor.
The Application may contain links to other third party websites. Please be aware that Licensor does not claim any responsibility for the privacy practices of these third party sites. We encourage you to be aware when you leave our Application and to take reasonable precautions when sharing your personally identifiable information on third party websites.
We collect information from you when you subscribe to our newsletter, respond to a survey or fill out a form. This information may include registration data (your name, address, email address, phone number, title, etc.), information request data and response data (“User Information”). However, you can visit our web site without providing us with any personal information. When you receive your confirmation email or when you receive any email from the list server, you will be given instructions on how to remove yourself from the list.
Ways we use your information
Any of the information we collect from you may be used in one of the following ways:
• To personalize your experience
• (your information helps us to better respond to your individual needs)
• To improve our website
• (we continually strive to improve our website offerings based on the information and feedback we receive from you)
• To administer a contest, promotion, survey or other site feature
• To send periodic emails
The email address you provide may be used to send you information, respond to inquiries, and/or other requests or questions. However, please do not submit any User Information if you are less than 18 years of age.
Disclosure of User Information
EASE Applications™ does not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses
EASE Applications™ implements a variety of security measures to maintain the safety of your personal information when you enter, submit, or access your personal information
EASE Applications™ uses “cookies”. Cookies are small files that a site or its service provider transfers to your computers hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognize your browser and capture and remember certain information
EASE Applications™ web site provides links to other third party web sites. Even if the third party is affiliated with EASE Applications™ through a business partnership or otherwise, EASE Applications™ is not responsible for the privacy policies or practices or the content of such external links. These links are provided to you for convenience purposes only and you access them at your own risk.
If you have questions regarding our Privacy Statement, please contact EASE Applications™ via our Contact Us page.
- “Acceptance” means Buyer’s acceptance of the Product. Acceptance shall be deemed to have occurred upon the conclusion of the thirtieth (30th) day following the installation of the Product on any Buyer Campus, barring Buyer rejection under Section 2.5 of the Agreement.
- “Agreement” means the EASE Licensing Agreement, attached as Exhibit “A” to the Order Form, together with all exhibits thereto.
- “Agent(s)” means the employees, independent contractors, and agents under the control and direction, of Buyer or its affiliates and affiliated/related entities, who shall be bound by confidentiality obligations or a duty of confidentiality reasonably sufficient to protect the Confidential Information, and permitted access to or use of the Product.
- “Annual License Fees” means those fees, described in Paragraph 22 of the Order Form, payable by Buyer in exchange for a license to use the Product, more fully described in the Agreement.
- “Buyer” means the licensee of the Product, identified in Paragraph 1 of the Order Form.
- “Campus” means the physical location(s), identified in the Order Form, at which Buyer may use the Software.
- “Confidential Information” means any and all information, whether provided prior to or after entering into this Agreement, including, but not limited to, the trade secrets and know-how of the respective parties, any information whether or not it is marked “Confidential” or “Proprietary” or similarly marked, and, in the case of Licensor, the Licensed Product; provided, however, it shall not mean any information that:
- is known to the receiving party at the time of disclosure by the disclosing party;
- is developed independently by the receiving party;
- is within, or later falls within, the public domain without breach of this Agreement by the receiving party;
- is publicly disclosed with written approval of the disclosing party; or
- becomes lawfully known or available to the receiving party without restriction from a source having the lawful right to disclose the information without breach of this Agreement by the receiving party.
- was disclosed by Buyer in connection with discussions about the compatibility of their software/applications with the Licensed Software.
Provided, however, the receiving party shall have the burden of proof as to prior knowledge and absence of breach.
Confidential Information disclosed pursuant to a judicial or other lawful government order shall remain Confidential Information as between the Parties and shall only be disclosed under terms which reasonably provide for continued protection of the information, and, where reasonably possible, the disclosing party shall be a party to the negotiation of the terms for such protection. Notwithstanding any provision herein to the contrary, this Agreement shall not be construed to limit the receiving party’s obligation and ability to comply with any judicial or other lawful government order to disclose Confidential Information.
- “Copy” or “Copies” means the Product (including the components thereof), any Modules, Updates pertaining thereto, and any reproductions of the Product or any Modules or Updates pertaining thereto.
- “Delivery Date” means the date of Buyer’s receipt and installation of the Product on any Buyer Campus.
- “Designated Person” means those persons designated by a Patient or by such Patient’s parent, legal representative, authorized healthcare surrogate, attorney-in-fact, guardian or other legal caretaker who has signed a written consent on his or her behalf, as applicable, to receive EASE Communications in a consent form signed by the Patient.
- “EASE” or “Licensor”mean EASE APPLICATIONS, LLC, a Florida limited liability company, and any of its agents, successors, and assigns.
- “EASE Communications” means the text messages, photos, videos and other communications concerning a Patient’s medical procedure, status, condition or update which Buyer or an Operator transmits through the Licensed Software to a Designated Person during an EASE Encounter.
- “EASE Encounter” means a medical procedure, status update, condition update or any other update during which the Buyer utilizes the Licensed Software to send EASE Communications to a Designated Person or other third party.
- “Effective Date” means the date of delivery of the fully executed Order Form from EASE to Buyer.
- “Error” means a failure of the Licensed Software to conform in any material respect to the Product Specifications. Provided, however, any nonconformity resulting from Buyer’s failure to use the Licensed Software in accordance with or as intended by the Licensed Documentation, combining or merging the Licensed Software with software not approved by Licensor for use with the Licensed Software as clearly set forth in the Licensed Documentation, or modification of the Licensed Software which has not been performed by Licensor (other than a change or modification properly made by Buyer pursuant to instructions contained in the Source Code for the Licensed Software) shall not be considered an Error.
- “Error Correction” or “Patch” means a modification of the Licensed Software by Licensor which corrects Errors discovered in the Licensed Software and enables the Licensed Software to conform to the Product Specifications, including, without limitation bug fixes.
- “Initial Licensing Period” means the period of time specified in Paragraph 16 of the Agreement, during which Licensor shall license the Product to Buyer, subject to the Order Form, the Agreement and the Additional Terms.
- “Intellectual Property Rights” or “Industrial Property Rights” means all proprietary information, patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how and trade secrets relating to the origin, design, manufacture, programming, operations, function, configuration, or service of the Licensed Product.
- “Installation and Training Fees” means all fees, described in Paragraph 22 of the Order Form, payable by Buyer in exchange for installation and training on the Product, more fully described in the Agreement.
- “Licensed Documentation” means all written materials, binders, training disks, technical materials, and other materials supplied by Licensor and related to the Software including any on-line tutorials or videos, other than the Software.
- “Licensed Product” or “Product” means collectively the Software and Licensed Documentation.
- “Licensed Software” or “Software” means the mobile application software and web-based application software identified in Schedule Aattached hereto and made a part of this Agreement, all Error Corrections, Enhancements, and Releases thereof supplied or made available by Licensor during the term of this Agreement, all modifications, derivative works, and all copies of the foregoing. In this Agreement, Licensed Software shall refer to the software in Object Code only.
- “Object Code” means machine readable computer (including, without limitation, mobile electronic device) programs.
- “Online Notices” means any notices involving, or relating to, the Licensed Software published online ateaseapplications.com.
- “Online Descriptions” means any description of EASE’s software, hardware, or any other product or service of EASE, published online ateaseapplications.com.
- “Original” means the edition of the Licensed Product delivered by Licensor to Buyer pursuant to this Agreement.
- “Order Form ” means the version of the EASE Application Software License Purchase Form completed by Buyer and returned to EASE, complete with all selections made by Buyer thereon. The Order Form includes all applicable exhibits thereto.
- “Patient” means a medical patient undergoing a medical procedure or stay at a facility operated by Buyer who has signed a written consent or for whom a parent, legal representative, authorized healthcare surrogate, attorney-in-fact, guardian or other legal caretaker has signed a written consent on his or her behalf, authorizing Buyer to utilize the Software to send EASE Communications during the Patient’s medical procedure and pertaining to such Patient’s medical procedure to one or more Designated Persons.
- “Product Specifications” means the performance functions of the Licensed Software, including, system specifications and hardware requirements, all as specifically set forth in the Licensed Documentation.
- “Renewal Period” means a successive period of time, specified in Paragraph 16 of the Agreement, during which Licensor shall license the Product to Buyer, subject to the Order Form, the Agreement and the Additional Terms.
- “Source Code” means the plain text readable computer programming code, associated procedural code, and supporting documentation for the Original Licensed Software and any Releases, Error Corrections, or Enhancements pertaining thereto.
- “Terms Index” means this glossary of terms and definitions pertaining and relating to the Order Form and Additional Terms.
- “Enhancements” means a modification of the Software by Licensor which provides (a) a capability not defined in the Product Specifications or (b) an improvement in the efficiency of the Software. Licensor may designate an Enhancement as a “Module” or “Update” depending on (a) Licensor’s reasonable assessment of the Enhancement’s value and (b) whether the Enhancement adds a functional extension to the preexisting Licensed Software. An Enhancement may entail a modification to the Product Specifications, Object Code or Source Code.
OPTIONAL CUSTOMER SUPPORT PROFESSIONAL SERVICE AGREEMENT
EASE Phone Support line
Main (407)-308-4399 Extension 2
Toll Free – (866) 676-4096 Extension 2
e-Mail – email@example.com
Customer Support Hours
7:00 AM Eastern to 7:00 PM Eastern Monday – Friday
After hours support for voice mail and email monitored for emergencies – firstname.lastname@example.org
Additional after hours support available with a professional services agreement
Monthly Uptime Percentage” is calculated by subtracting from 100% the average of the Error Rates from each five-minute period in the calendar month.
Service Credits – A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to Licensee for Service Fees as further described. Service Credits are calculated as a percentage of the Service Fees paid by Licensee for the applicable calendar month (Service Fee for that year divided by twelve (12)) of the yearly billing cycle in which the Error occurred in accordance with the schedule below.
For all requests not otherwise specified below:
|Response Time||Service Target Level||Service Level Credit|
|Priority 1||Respond within 60 minutes to phone calls during Working Hours and before 9:00 am EST next business day outside of Working Hours 98% of time.
|One-thirtieth (1/30) of the Application Services monthly Subscription Fee for each 30 minutes, or portion thereof, that response is past due, up to a maximum of the total Subscription Fee for that month.|
|Priority 2||Respond within 60 minutes to phone calls during Working Hours and before 12:00 pm PT next business day outside of Working Hours 98% of the time.||One-thirtieth (1/30) of the Application Services monthly Subscription Fee for each one hour, or portion thereof, that response is past due, up to a maximum of the total Subscription Fee for that month.|
|Resolution Time||Service Target Level||Service Level Credit|
|Priority 1||Resolve or provide an acceptable workaround within 8 business hours.
|One-thirtieth (1/30) of the Application Services monthly Subscription Fee for each eight business hours, or portion thereof, that resolution (or acceptable workaround) is past due, up to a maximum of the total Subscription Fee for that month.|
|Priority 2||Resolve or provide an acceptable workaround within 1 day.||One-thirtieth (1/30) of the Application Services monthly Subscription Fee for each day, or portion thereof, that resolution (or acceptable workaround) is past due, up to a maximum of the total Subscription Fee for that month.|
|Availability||Service Target Level||Service Level Credit|
|The Application Services will be available to the Customer a minimum of ninety-nine and ninety-nine one hundredth percent (99.99%) of the time within any thirty (30) day period, excluding planned outages for upgrades, hotfixes, etc.||98-99.99%
One-thirtieth (1/30) of the Application Services monthly Subscription Fee.95-97.99%
Five-thirtieths (1/30) of the Application Services monthly Subscription Fee.
|System Response Time||Service Target Level||Service Level Credit|
|99.99% of all messages will send within 5 seconds, and no single sent message may exceed 10 seconds.||98-99.99% OR Each one message sent exceeding 5 seconds:
One-thirtieth (1/30) of the Application Services monthly Subscription Fee.
Five-thirtieths (5/30) of the Application Services monthly Subscription Fee.