Terms and Conditions

Last updated: December 15, 2024

General Terms and Conditions Agreement

This General Terms and Conditions Agreement ("Agreement") governs the purchase of products and services from DeliverHealth Solutions, LLC ("DeliverHealth") by the Company. Upon acceptance of an Order by DeliverHealth, both parties enter into a binding contract based on the terms outlined in this Agreement.

This Agreement includes:

• General Terms and Conditions
• Applicable Schedules and Exhibits

Both DeliverHealth and Company are collectively referred to as the "Parties."

1. Definitions

Some key definitions include:

• "Affiliates" – Entities controlled by or under common control with a Party.
• "Authorized Users" – Individuals permitted to access and use DeliverHealth Software or Cloud Services.
• "Company PO" – A purchase order issued by the Company referencing a DeliverHealth Quote.
• "Cloud Service" – DeliverHealth's proprietary Software as a Service (SaaS) solution.
• "Data" – Any text, audio, image, transcript, or medical report provided under this Agreement.
• "DeliverHealth Software" – Proprietary software, including updates and documentation.
• "Documentation" – Administrative and user guides provided by DeliverHealth.
• "Order" – A validly executed order for DeliverHealth software and/or services.

For a full list of definitions, refer to the detailed Agreement document.

2. Scope of Agreement

Company agrees to purchase software and services from DeliverHealth under the terms specified in each Order. DeliverHealth may accept an Order by fulfilling it.

3. Grant of Rights

3.1 Software License

DeliverHealth grants Company a non-exclusive, non-transferable, non-sublicensable license to use DeliverHealth Software and/or Cloud Services for internal business purposes.

3.2 Proprietary Rights & Restrictions

• DeliverHealth retains all intellectual property rights in its software and services.
• Company may not modify, reverse engineer, resell, or sublicense DeliverHealth Software.

3.3 Authorized Users

Company is responsible for ensuring that its Authorized Users comply with the Agreement.

4. Services

DeliverHealth will provide Cloud Services, Professional Services, and Managed Services as specified in an Order.

5. Payment & Delivery

5.1 Expenses

Company is responsible for reimbursing travel expenses related to services.

5.2 Taxes

Company must pay all applicable taxes and fees.

5.3 Payment

Invoices must be paid within 15 days of the invoice date. Late payments may incur interest at 1.5% per month.

5.4 Price Adjustments

DeliverHealth may adjust pricing annually by 3% or based on the Medical Price Index (MPI).

6. Term & Termination

6.1 Term

The Agreement lasts for 3 years and renews annually unless terminated.

6.3 Termination for Cause

Either Party may terminate if the other Party materially breaches the Agreement and fails to cure within 30 days.

Upon termination:

• All DeliverHealth software licenses and services immediately end.
• Company must cease use, return, or destroy all DeliverHealth software and documentation.
• Any outstanding payments remain due.

7. HIPAA Compliance

Both parties agree to comply with HIPAA regulations. DeliverHealth acts as a "Business Associate" when handling Protected Health Information (PHI).

8. Confidentiality

• Each Party agrees to protect and not disclose the other's Confidential Information.
• Confidential Information must be returned or destroyed upon termination.

9. Data Usage

• Company grants DeliverHealth the right to use de-identified data for software improvement.
• DeliverHealth retains intellectual property rights over enhancements resulting from this usage.

10. Limited Warranties

DeliverHealth warrants that:

• Its software will function as described for 90 days after installation.
• It is not liable for issues caused by Company modifications or third-party integrations.

Disclaimer: DeliverHealth does not guarantee specific business results and disclaims all implied warranties.

11. Limitation of Liability

• DeliverHealth is not liable for lost profits, data, or consequential damages.
• Liability is capped at 100% of the fees paid in the previous 12 months.

12. Indemnification

DeliverHealth will defend and indemnify Company against claims that its software infringes on a third party's copyright, trademark, or patent.

13. Miscellaneous

13.1 Assignment

Neither Party may transfer rights without the other's consent.

13.2 Force Majeure

Neither Party is liable for delays due to unforeseen circumstances (e.g., natural disasters).

13.3 Governing Law

The Agreement is governed by Delaware law.

13.5 Non-Solicitation

Parties may not solicit each other's employees for 12 months post-termination.

13.9 Publicity

DeliverHealth may reference Company as a customer in its marketing materials.

13.11 Order of Precedence

If conflicts arise, the order of precedence is:

1. General Terms and Conditions
2. Business Associate Terms
3. SOWs and Orders

Exhibit A: HIPAA Business Associate Addendum

This section outlines DeliverHealth's obligations under HIPAA, including:

• Protecting PHI and reporting data breaches within 15 business days.
• Ensuring subcontractors comply with HIPAA regulations.
• Allowing government audits for up to 4 years.
• Returning or destroying PHI after termination.

DeliverHealth is liable for breaches caused by negligence, with indemnification capped at $500,000.

Contact Information

If you have any questions about these Terms and Conditions, please contact us at legal@deliverhealth.com.