SAI SYSTEMS DIGITAL, LLC 

TERMS AND CONDITIONS 

THESE TERMS AND CONDITIONS (the “Terms”) is between Sai Systems Digital, LLC, a Connecticut limited liability company (“SAI,” “we,” “us” or “our”), and the signatory below (“you”). BY USING THESE SERVICES, YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. You and we are each individually referred to in these Terms as a “Party,” and collectively referred to as the “Parties.” 

1. 1. Software. Subject to the terms and conditions of these Terms SAI will provide the Software.  The “Software” is described in the specific Statement of Work or Proposal / Order Form.
2. Access to the Software

2.1 General. You are responsible for (a) making all arrangements necessary for you to have access to the Software, including obtaining any equipment or internet connection (b) ensuring that all persons who access the Software through your systems, are aware of these Terms and comply with them. You are the only party entitled to any of the rights, remedies or benefits under these Terms.  

2.2 Your Personnel. You may authorize your personnel to access the Software on your behalf by authorizing a unique identifier (“Credential”) for it (each Personnel, an “Authorized Representative”), subject to the Personnel accepting the EULA, which may be amended from time to time, at our sole discretion. You will ensure that no Personnel uses Credentials assigned to another person and you must provide the legal name(s) of each Authorized Representative to us. You will immediately notify us of the termination of employment of any Authorized Representative, or of your withdrawal of authorization for any such person to access the Software. Subject to the terms of this section, we grant your Personnel limited, non-exclusive, non-transferable, personal access to and use of the Software solely on behalf and at the direction of you.  By such Personnel’s use of the Software, Personnel hereby agrees and acknowledges that it is subject to these Terms, to the extent applicable, including all of your rights, waivers and releases. Personnel’s access to the Software may be terminated by you or us at any time, at either’s sole discretion, with or without notice.  

2.3 Restrictions on Use. You will not: (a) use the Software for time-sharing, rental or service bureau purposes; (b) make the Software, in whole or in part, available to any other person, entity or business; (c) copy, reverse engineer, decompile or disassemble the Software, in whole or in part, or otherwise attempt to discover the source code to the software used by the Software; or (d) modify, combine, integrate, render interoperable, or otherwise access for purposes of automating data conversion or transfer, the Software or associated software with any other software or services not provided or approved by us. You will obtain no rights to the Software except for the limited rights to use the Software expressly granted by these Terms. 

2.4 Territory Restrictions. You and your Authorized Representative are authorized to access the Software solely from the United States or its territories.  

2.5 Permitted Uses. 

2.5.1 Subject to these Terms, you may use the Software and Your Health Information for any purpose only as expressly permitted by applicable law, including treatment, payment and health care operations. You will not grant any user, including Authorized Representative, any rights to access or use our Software that they would not be allowed to have under applicable laws.  We offer no assurance that your use of the Software under these Terms will not violate any law or regulation applicable to you and it is your sole responsibility to determine whether the Software comply with applicable laws. You will review the definitions, functionality, and limitations of the Software, and to make an independent determination of their suitability for your use. 

2.5.2 You will not use the Software for any purposes other than those described in Section 2.5.1. In particular, you will not, nor attempt or authorize or solicit another party to: (a) reproduce, publish, or distribute content in connection with the Software that infringes any third-party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right; (b) use the Software to transmit illegal, obscene, threatening, libelous, harassing, or offensive messages, or otherwise unlawful material (c) abuse or misuse the Software, including gaining or attempting to gain unauthorized access to the Software, or altering or destroying information housed in the Software; (d) use the Software in a manner that interferes with other users’ use of the Software; (e) use the Software in any manner that violates this Agreement, the EULA or our Privacy Policy; (f) use any ad blocking mechanism, device, or tool to prevent the placement of advertisements in the Software; (g) circumvent any technical measures that safeguard the Software or and any information housed thereon, or any technical measures that restrict access to the Software other than those authorized pursuant to Sections 2.1 and 2.2; or (h) access the Software other than with a commercial browser or mobile applications developed and operated by us. 

2.6 Information Exchange. You agree that the information and materials available through the Software are for informational and educational purposes only, are not endorsements or recommendations by us, and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for your professional judgment, nor do we represent the accuracy or completeness of such information. Information may be placed in the Software by us and by third parties beyond our control, including by funding sources of such information. You assume full risk and responsibility for the use of information you obtain from or through the Software, and neither we nor any third-party is responsible or liable for any claim, loss, or liability arising from use of the information. We and our suppliers and licensors disclaim all warranties, whether expressed or implied, including any warranty as to the quality, accuracy, and suitability of the information provided by the Software for any purpose. You are responsible for safeguarding the privacy of your and your patients’ personal information when you participate in forums, discussion groups and the like. You agree not to disclose individually identifiable health information through such forums. 

2.7 Safeguards. You shall use appropriate administrative, physical and technical safeguards to protect information within the Software in compliance with any applicable laws or regulation, including transmitting, storing and processing electronic health information. You will immediately notify us of any breach or suspected breach of the security of the Software of which you become aware, or any unauthorized use or disclosure of information within or obtained from the Software, and you will take actions to mitigate the breach, suspected breach, or unauthorized use or disclosure of information as we may direct, and will cooperate with us in investigating and mitigating the same. 

2.8 No Third-Party Access. Except as required by law, you will not permit or assist any third-party (other than Authorized Representative) to use or access the Software without our prior written agreement.  

2.9 Cooperation. You will cooperate with us in the administration of the Software, including providing reasonable assistance in evaluating the Software and collecting and reporting data requested by us for purposes of administering the Software. 

2.10 Indemnification. You hereby agree to indemnify, defend, and hold harmless us and other users, and our and their respective affiliates, officers, directors, employees and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) the use of the Software by you or your Personnel; (b) any breach by you or your Personnel of any representations, warranties or agreements contained in these Terms; (c) the actions of anyone using Credentials assigned to you or your Personnel that adversely affects the Software or any information accessed through the Software; and (d) your negligent or willful misconduct, or that of any of your Personnel. Your indemnification obligations in these Terms are cumulative, and are not intended to, nor do they, limit your indemnification obligations elsewhere in these Terms or at law, even if such obligations arise or are occasioned or triggered by a single assertion, claim, circumstance, action, event or transaction. 

3. 3. Use of Information

3.1 Purpose of Software. The Software is described in the specific Statement of Work or Proposal/Order Form. You may make Your Health Information accessible to other users of the Software, other individuals and entities, or to your patients through the Software for these purposes. “Your Health Information” means Protected Health Information (as defined in the Privacy Rule, 45 CFR Part 160 and Part 164, Subparts A and E, as amended) that you or your Personnel input or upload onto the Software, or that we receive on your behalf from your patients, authorized service providers, or our third-party partners pursuant to these Terms. “Your Information” means information that you or your Personnel input or upload onto the Software, including Your Personal Information and Your Health Information. “Your Personal Information” means Personal Information about you or your Personnel that you or your Personnel enter or upload onto the Software. You authorize us, as your business associate, to use and disclose Your Information as follows: 

3.1.1 We will permit access to Your Health Information to you and your Authorized Representative. You are responsible for ensuring that your use of Your Health Information is consistent with the relevant legal restrictions. 

3.1.2 We will permit access to Your Information by health care providers, covered entities and their business associates to whom you have consented to provide access to the Software. You acknowledge that once we have granted access rights to another provider or covered entity (or their respective business associates), we have no control over the uses and disclosures that such person or entity makes of Your Information. 

3.1.3 We may disclose or permit access to Your Information to entities such as, but not limited to, health plans, health care clearinghouses, medical groups, independent practice associations, your authorized service providers and other parties responsible for payment and their business associates for the purpose of obtaining (or confirming eligibility or authorization for) payment for services you provide, unless you advise us in writing that, with respect to a specific service provided to a specified patient, such patient has paid out of pocket in full for the service to which the health information relates, and has requested that it not be disclosed to his or her health plan.  

3.1.4 We may de-identify Your Information, and use and disclose De-Identified Information for any purpose whatsoever.  “De-Identified Information” means health information that has been de-identified in accordance with the provisions of the Privacy Rule and/or Personal Information from which all identifiers that could reasonably be anticipated to identify an individual by an anticipated recipient – such as individual’s name, contact information, or government identifiers – have been removed. 

3.1.5 We may create limited data sets from Your Health Information, and disclose them for any purpose for which you may disclose a limited data set; and you hereby authorize us to enter into data use agreements on your behalf for the use of limited data sets, in accordance with applicable law and regulation. 

3.1.6 We may use Your Information in order to prepare analyses and reports, such as activity or quality-metrics reports, or any other reports the Software makes available, in order to render these reports to You or for any of the purposes described in our privacy policy available on our website. Preparation of such analyses and reports may include the use of data aggregation services relating to your treatment and health care operations, which we may perform using Your Health Information.  

3.1.7 We may use Your Information for the proper management and administration of the Software and our business, and to carry out our legal responsibilities, which may include us disclosing such information to one of our business associates. We may also disclose Your Information for such purposes if the disclosure is required by law (as such term is defined in 45 CFR §164.103), or we obtain reasonable assurances (as such term is interpreted or applicable in connection with or under HIPAA) from the recipient that it will be held confidentially and used or further disclosed only (a) as required by law (as such term is defined in 45 CFR §164.103), or (b) for the purpose for which it was disclosed to the recipient, and the recipient notifies us of any instances of which it is aware in which the confidentiality of the information has been breached. Without limiting the foregoing, we may permit access to the system by our contracted system developers and our affiliates under appropriate confidentiality agreements. 

3.1.8 We may use Your Health Information to enable functionality so that you may contact your patients for treatment and health care operations messages. With your consent, we may request an authorization from your patients to use or disclose their health information for any purpose for which use or disclosure may be made with an appropriate authorization, including marketing and research purposes. You agree that we may also use and disclose your patients’ health information as permitted by any such authorization. 

3.1.9 From time to time we may incorporate information we receive from your authorized service providers (including third-party applications as discussed in Section 9), our third-party partners, or covered entities (and their business associates) who are providing or paying for medical services for one or more of your patients, into the Software we provide to you. Such information may include, without limitation, clinical information such as lab results, imaging results, eligibility information, prior authorizations and prescription history; and shall, upon incorporation into the Software, be treated as “Your Health Information” for all purposes hereunder. You hereby authorize us to request and receive such information on your behalf from such authorized service providers or our third-party partners. 

3.1.10 We may use or disclose Your Health Information for other purposes, as from time to time described in our Privacy Policy; provided that we will not make or permit any such use or disclosure that would violate applicable law or regulation if made by you or your business associate. 

3.2 Responsibility for Misuse by Other Users. You agree that we will not be responsible for any unlawful access to or use of Your Health Information by any user resulting from the user’s misrepresentation to us, or breach of the user’s user agreement. 

3.3 Specially Protected Information. We apply the standards of the Privacy Rule in permitting access to the Software. You agree that you are solely responsible for ensuring that Your Health Information may properly be disclosed for the purposes set forth in Section 4, subject to the restrictions of the Privacy Rule and applicable law, including those laws that may be more restrictive than the Privacy Rule. In particular, you will: (i) not make available to other users through the Software any information in violation of any restriction on use or disclosure (whether arising from your agreement with such users or under law) ;(ii) obtain all necessary consents, authorizations or releases from individuals required for making their health information available through the Software for the purposes set forth in Section 4;(iii) include such statements (if any) in your notice of privacy practices as may be required in connection with your use of the Software; and (iv) not place in the Software any information that you know or have reason to believe is false or materially inaccurate. 

4. 4. Providing Physician Data to Payers and Others. Without limiting Section 5.2, you agree that we may provide De-Identified Health Information and other information (including Your Personal Information) to any medical group, independent practice association of physicians, health plan or other organization with which you have a contract to provide medical services, or to whose members or enrollees you provide medical services. Such information may include aggregated data concerning your patients, diagnoses, procedures, orders and the like.
5. 5. Intellectual Property Rights

5.1 Individually Identifiable Health Information. You retain all rights with regard to Your Health Information, and we will only use such information as expressly permitted in these Terms. 

5.2 De-Identified Information. In consideration of our provision of the Software, you hereby transfer and assign to us all right, title and interest in and to all De-Identified Information that we make from Your Information. You agree that we may use, disclose, market, license and sell such De-Identified Information for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof.  

5.3 Other Works and Information. You hereby grant to us a nonexclusive, royalty-free, fully paid-up, perpetual, irrevocable, worldwide and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display any information, material or work product – other than Your Information that has not been De-Identified – you provide to this site or the Software. You agree that we may use, disclose, market, license, and sell such information and works, including derivative products, without restriction and without any liability to you. You may provide content or material to this site by participating in forums, discussion groups and the like, or by using the site to create custom templates and the like.  

5.4 Ownership. All rights, title and interest in and to the Software and the structure, organization and arrangement thereof, are and shall remain the exclusive property of us and/or our licensors and is protected by law, including but not limited to United States copyright law. Under no circumstances will you acquire any ownership rights or other interest in the Software. Except for the limited rights granted herein, all other rights are reserved. You will not remove, deface or obscure any of our copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein or associated with the Software 

6. 6. Individuals’ Rights. You are solely responsible for affording individuals their rights with respect to relevant portions of Your Health Information, such as the rights of access and amendment. You will not undertake to afford an individual any rights with respect to any information in the Software other than Your Health Information.
7. 7. Business Associate Provisions. In maintaining, using and affording access to Your Health Information in accordance with these Terms and HIPAA, you and we have entered into a Business Associate Agreement to govern the use of Your Health Information, which is incorporated herein by reference.
8. 8. Computer Systems. You agree and acknowledge that you will be required to acquire, install, configure and maintain all hardware, software and communications systems necessary to access the Software (your “Implementation“). Your Implementation will comply with the specifications from time to time established by us. You will ensure that your Implementation is compatible with the Software. If we notify you that your Implementation is incompatible with the Software, you will eliminate the incompatibility, and we may suspend Software to you until you do so. 
9. 9. Third-Party Software. The Software may contain links to third-party websites, materials and information (a “Third-Party Service“), namely any Internet page or material without our logo. We have no responsibility for and do not endorse any Third-Party Service. Your use of Third-party Software is entirely at your own risk, and subject to the terms of use of the third parties.
10. 10. Confidential Information

10.1 “Confidential Information” means any information relating to our business, financial affairs, current or future products or technology, trade secrets, employees, contractors, customers, or any other information that is treated or designated by us as confidential or proprietary, or would reasonably be viewed as confidential or as having value to our competitors. “Confidential Information” does not include information that we make publicly available or that becomes known to the general public other than as a result of a breach of an obligation by you and does not include individuals’ health information. You agree to keep confidential all of our Confidential Information and to take commercially reasonable measures necessary to prevent unauthorized copying, use, or disclosure of Confidential Information. Confidential Information may only be used for purposes of using the Software and you may only disclose Confidential Information to your Authorized Representative who have a need to use it for the purposes of these Terms. You will inform all such recipients of the confidential nature of Confidential Information and will instruct them to deal with Confidential Information in accordance with the terms of these Terms. You will promptly advise us in writing of any improper disclosure, misappropriation, or misuse of the Confidential Information by any person, which may come to your attention. 

10.2 Injunctive Relief. You agree that we will suffer irreparable harm if you fail to comply with your obligations set forth in Section 10.1, and you further agree that monetary damages will be inadequate to compensate us for any such breach. Accordingly, you agree that we will, in addition to any other remedies available to us at law or in equity, be entitled to the issuance of injunctive relief to enforce the provisions hereof, immediately and without the necessity of posting a bond. 

11. 11. Disclaimer, Exclusion of Warranties, and Limitation of Liability

11.1 No Warranties. ACCESS TO THE SERVICES AND THE INFORMATION CONTAINED THERIN IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, COMPLETENESS, USEFULNESS AND TITLE. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THE INFORMATION IN THE SERVICES, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR THE SERVICES. 

11.2 Unauthorized Access; Lost or Corrupt Data. WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR EQUIPMENT BY PERSONS USING THE SERVICES OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SERVICES, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SERVICES. 

11.3 Limitation of Liability. NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, OUR AGGREGATE LIABILITY UNDER THESE TERMS, REGARDLESS OF THEORY OF LIABILITY, SHALL BE LIMITED TO THE AGGREGATE FEES ACTUALLY PAID BY YOU UNDER THESE TERMS FOR THE ONE (1) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. 

12. 12. Term; Modification; Suspension; Termination

12.1 Term and Termination. The term shall be set out in the Statement of Work or Order Form. You may terminate the Agreement by providing sixty (60) days’ written notice prior to the end of the initial term or any renewal term.  We may terminate these Terms at any time without cause upon thirty (30) days’ prior written notice to you.   

12.2 Termination, Suspension or Amendment. We have the right, on notice to you, immediately to terminate, suspend, or amend these Terms, without liability to comply with any provision of law, any standard of participation in any reimbursement program, or any accreditation standard, to avoid violating any law or for any other reasonable cause. 

12.3 Obligations after Termination. Upon termination of these Terms, you will (i) cease all use of the Software, (ii) pay the outstanding balance of any fees due to us, and (iii) remove all software provided under these Terms from your computer systems. All provisions of the Agreement which, by their nature, should survive termination shall survive termination. 

12.4 Taxes.  Unless otherwise expressly stated, all charges payable under these Terms are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”).  You are responsible for paying all Taxes associated with its purchases hereunder.  Should any payment for the Software be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.   

13. 13. Miscellaneous. These Terms shall be governed by the laws of the State of Connecticut, without regards to its conflicts of laws If any action or other proceeding is brought on or in connection with these Terms, the venue of such action shall be exclusively in the County of Fairfield, Connecticut. You may not assign or transfer these Terms, in whole or in part, without our prior written consent, which may be withheld at our sole discretion. Any provision of these Terms that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of these Terms, and such other provisions shall remain in full force and effect. The waiver by any party hereto of a breach of any provision of these Terms shall not operate or be construed as a waiver of any other or subsequent breach. These Terms is the entire agreement between you and us with respect to the subject matter herein. These Terms may only be amended by a written instrument executed by each of the parties hereto. Any electronic signature hereon shall for all purposes be deemed originals.