H O S T I N G S E R V I C E A D D E N D U M T O M A S T E R S E R V I C E S A G R E E M E N T
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- Alyson Maud Sherman
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1 H O S T I N G S E R V I C E A D D E N D U M T O M A S T E R S E R V I C E S A G R E E M E N T The terms of the Triarq Master Services Agreement govern the terms of this Hosting Service Addendum. The Triarq Hosting Service is an option that can be purchased separately. Customer agrees that the Hosting Service is being offered only on the condition that the Customer accepts all of the terms of the Master Service Agreement. Triarq only provides its Hosting Service to those organizations that have a current Triarq Software License Agreement and active subscription to Triarq s Software Maintenance service. DEFINITIONS 1.1 Hosting Service shall mean the services set forth in Section 2 below which are subject to payment of the Hosting fees. 1.2 System shall mean the server(s) on which the Software is hosted and all other equipment utilized by Triarq to provide the Hosting Services hereunder. 1.3 Intellectual Property shall mean any patent, copyright, trademark, trade secret, and other intellectual and intangible property rights, including all common law rights and all applications now existing and/or existing in the future and all current and future registrations, including all continuations, continuations in part, divisional applications, and renewals of any of the foregoing. 1.4 Licensed Software means Triarq s proprietary software products provided to Customer pursuant to an active Software License Agreement between Triarq and the Customer. 1.5 Customer-Supplied Software means any software, other than Triarq Software, required to perform the Hosting Services. Customer-Supplied Software includes Third-Party Software. 1.6 Purchase Schedule shall mean the Triarq Purchase Schedule and Agreement which is the order document that shall initially accompany this Agreement and/or which is subsequently added hereto by consent of the parties. The Purchase Schedule identifies the specific Software and Maintenance and Support Services, including Value Added Options, to be provided under this Agreement and any related Support or Services agreement. 1.7 Support shall mean telephone, web portal, remote or on-site software support provided by a Triarq Partner or Triarq under a separate support agreement. 1.8 Software means Triarq s proprietary software products known as gloemr, glopm, glosuite and all software modules listed on the Triarq website found at and/or developed or licensed by Triarq, including all enhancements, modifications, updates, upgrades, releases
2 and extensions and all Documentation relating thereto which is provided to Customer pursuant to this Agreement. 1.9 Subscription Based Services means services billed to Customer on a monthly basis. HOSTING SERVICES 2.1 Network Connectivity. Triarq shall provide Customer with access to the Licensed Software via the Internet. Access shall be provided for approximately twenty-four (24) hours seven days a week excluding periods of time necessary for Software maintenance and Internet performance issues. Triarq reserves the right to have planned outages for hardware and Software Maintenance. 2.2 Hosting-related Maintenance. Triarq shall provide industry standard hosting-related maintenance including back-ups, server maintenance, and troubleshooting. Triarq shall provide Customer with at minimum one (1) day of notice prior to service interruptions due to planned maintenance. Any service interruption for planned maintenance shall not exceed the time reasonably necessary to complete such maintenance. 2.3 Customer Responsibilities. Customer is responsible for: (i) procuring, at its expense, the necessary environment at the Customer s location(s) to use the Software via the Internet, including without limitation, all computer hardware, software and equipment, Internet access and telecommunications services (collectively, the Customer Systems ); (ii) complying with all laws, rules and regulations related to the Customer Systems; (iii) keeping its users names and passwords secret and confidential and Customer is responsible for all activities that occur under those password(s), and (iv) obtaining the minimum specifications for Customer s connectivity to the Internet. Customer shall bear all costs of obtaining, installing, and maintaining the Customer Systems. 2.4 Access to Facilities and Information. Customer will provide Triarq reasonable access to hardware, equipment, tools, supplies, software, utilities, information and facilities of Customer that, in each case, Triarq reasonably determines necessary to enable it to perform any Hosting Services. Customer agrees to cooperate with Triarq and respond in a timely manner to all reasonable request for access to Customer s environment and or/information to facilitate Triarq s Hosting Services. Triarq is not responsible for any delays or non-performance based on Customer s failure to comply with this Section. 2.5 Acceptable Use. Customer shall use the Hosted Service in compliance with all applicable laws. Customer shall be responsible for all use of the Software by its users, regardless of whether such use is known to or authorized by Customer. In addition to the warranties set forth in the Agreement, the parties to this Agreement warrant that they shall not use via the Hosting Services any content or other intellectual property that: (i) infringes on the intellectual property rights or privacy of any third party; (ii) is defamatory, libelous, or unlawfully harassing; (iii) obscene or harmful to minors; (iv) or contains any viruses, Trojan horses or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept any system, data, or personal information. Violations of this Section not only trigger breach of this Agreement and immediate termination, but may also subject such party to
3 criminal and/or civil liability. Triarq reserves the right to gather information from Customer and examine material on Triarq s servers to investigate suspected violations of this Agreement and may take responsive action in its sole discretion, including without limitation, suspension of access to the Software, removal of the Software content, and/or termination of this Agreement. 2.5 System Security. Customer shall be prohibited from using the Hosting Service to compromise the security of the Software or any website on the Internet. Customer use or distribution of tools designed for compromising security is strictly prohibited, including, without limitation, password guessing programs, cracking tools or network probing tools. Triarq reserves the right to release identification information of Customer, if Customer is involved in violations of security, to systems administrators at other websites and shall also fully cooperate with law enforcement authorities in order to assist them in resolving security incidents. 2.6 System Monitoring. Triarq reserves the right to monitor the Software electronically from time to time and to access and disclose any information as permitted or required by any law or regulation, to operate its Software properly or to protect itself or other customers, provided that, Triarq shall provide Customer prior notice of any such disclosure. It is not Triarq s intention that the Hosting Services, Software, or Triarq s facilities be used in contravention of the Communications Decency Act of 1996, 47 U.S.C. Section 223, or any other applicable law. Customer shall indemnify and defend Triarq for any claims, suites, losses or actions against Triarq arising from, related to or in connection with any violation by License of the Communications Decency Act. 2.7 Data. Triarq acknowledges and agrees that the data and information that is compiled or passes through the databases that are a part of the Software and that specifically relates to patients, patient care or physician procedures or diagnosis (collectively, the Customer Data ), and all right, title and interest therein, is and shall remain the exclusive property of Customer. Customer is solely responsible for the adequacy and accuracy of Customer Data. Notwithstanding the foregoing, Customer hereby grants Triarq a perpetual, unlimited license to use the Customer Data, in any form or format, for data benchmarking, sharing, warehousing, resource utilization and similar data analysis services; provided, however, that Triarq shall protect and maintain the confidentiality of all individual identifiable patient and hospital data and Triarq shall comply with HIPAA, as applicable, with respect to such data. 2.8 Uptime. Within two (2) weeks of the commencement of the first on-site training session, Triarq agrees that the Software will be available 99.9% of the time during the hours of 5:00am to 12:00AM EST, seven (7) days per week (the Up-Time Commitment ). The Up-Time Commitment will be measured monthly. Calculation of the Up-Time Commitment shall exclude unavailability of the Software caused by ay of the following: A. Scheduled, announced downtime for maintenance; provided, however, that such downtime shall not exceed two (2) hours, per event, unless the parties mutually agree otherwise; Triarq has a weekly scheduled maintenance window from 6am-9am EST Sunday mornings, and daily maintenance windows from 1am-3am EST.; B. Failures in the Internet that are outside of Triarq s control;
4 C. Hardware, communication lines, or application problems (e.g. Internet, ISND, DSL, etc.) of Customer that prevent/disrupt access; or D. Failures by Customer to comply with Triarq s specifications outlined in the Documentation for the Software. 2.9 Support. Triarq will provide support to the Customer for the Hosting Services in accordance with Triarq s standard policies and procedures for handling support incidents. Such policies and procedures will be provided to Customer and may be updated from time to time. FEES AND PAYMENT 3.1 Fee for Hosting Service. The fee for the Hosting Service is set forth in the Purchase Schedule. The fee applies to all Providers and Mid-Level Providers using the Hosting Service. Triarq retains the right to increase Subscription Fees, fees for services and Maintenance Fees with 60 days notice. Notwithstanding the above, if, upon the end of Customer s then current term, Customer requests (and Triarq agrees to provide) a month-to-month term then the monthly fee for Hosting Service shall automatically increase by 20% over the fees immediately prior to such month-to-month term and the payment terms shall be 15 days (rather than 30 days) in advance of each month. 3.2 Non-Refundable. All fees paid hereunder are non-refundable unless otherwise expressly provided herein. 3.3 Payment Policy. All invoices are due and payable in US dollars upon receipt by Customer. All initial set-up and other one-time fees will be invoices upon execution of the applicable Purchase Schedule. All recurring fees will be invoices 1 month in advance beginning on execution of the applicable Purchase Schedule. Invoices may be provided to Customer by . Customer shall pay all invoices within 30 days of the applicable invoice date, provided that Customer may withhold payment for any portion of any invoice which is reasonably disputed in writing (setting forth the reasons for such dispute) with such 30 day period. The parties shall cooperate to promptly resolve any such dispute. Except with respect to metered services (e.g. bandwidth, backups, & exchange), all fees owned under this Agreement shall be prorated if the first billing date is after the first day of the month. Late payment charges will be imposed at the rate of 1.5% per month. In the event Customer s account is in arrears for more than sixty (60) days for any reason, Triarq shall be entitled to immediately place Customer on support and service hold and/or Triarq shall have the right to suspend, disable, modify, and/or remove the Hosting Service, Software, third-party services, and/or any of the Software modules or components, and may immediately terminate this Agreement. No Support, Maintenance, or Hosting Services will be provided while Customer is on support and service hold, and the Customer s right to use the Software and Hosting Service is suspended, although Subscription Fees and other fees for the Software and services shall continue to accrue. 3.4 Taxes. Customer shall (a) reasonably assist Triarq upon request with identifying locations of endusers or the general usage of Hosting Services so that Triarq may reasonably rely upon and calculate potential taxes for Hosting Services delivered and (b) promptly pay Triarq for any taxes and duties related to the Hosting Services that are required to be collected or paid by Triarq; provided that, Customer shall not be responsible for any taxes on Triarq s net income.
5 3.5 Credit Approval. Delivery of Hosting Services is subject to Customer satisfying Triarq s credit approval process. 3.6 Third Party Fees. Customer acknowledges that the Fees under this Agreement do not include Fees for Customer-Supplied Software, including third party software or additional services not directly provided by Triarq, including but not limited to any current or future third party additional services with which the Software communicates. Any and all third-party costs, including those for any current and/or future additional third-party software required to maintain compatibility and/or maintain use of the Software are expressly excluded and will be the sole responsibility of Customer. 3.7 Termination. This Hosting Services Addendum will commence on the Effective Date on the Purchase Schedule and continue for a period of three (3) years. Thereafter the agreement shall renew for successive 1 year periods unless either party gives written notice to the other party of its intention not to renew at least sixty (60) days prior to the end of the current Term.
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