esilentpartner

The Médi Group, Ltd's SAAS Terms of Usage & Policy

By accessing data using our flagship product, e·silentpartner, through our hosting site or content provided by our hosting site, you agree to follow and be bound by the following terms and conditions. This IS AN ADDENDUM (Applicable Only if converted from Off-Site Installation to SAAS) to your existing on premise SilentPartner/eSilentPARTNER/e·silentpartner Installation contract between you (You or Your) as Licensee and Licensor, The Médi Group, Ltd. ("Médi"), with its principal place of business located at 630 Freedom Business Ctr Dr, Suite 300, King Of Prussia, PA 19406. The Medi Group, Ltd. reserves the right to revise the Terms of Use and Privacy Policy at any time without notice to the licensee. The revised terms are effective as updated and are published.

A. RECITALS

WHEREAS, Médi is engaged in the business of providing access to Software and Médi's application servers; WHEREAS, Client desires to retain Médi to perform the services provided for in this agreement. NOW, THEREFORE, Médi and Client agree as follows:

1. Grant of License

Subject to the terms and conditions herein, Médi hereby convert your existing SilentPartner licenses and grants to Client a nonexclusive license to (i) access and execute e·silentpartner (the "Software") on Médi's application servers over the Internet, and (ii) transmit data related to Client's use of the Software over the Internet.

2. Use and Access

B. Subject to the restrictions on use as set forth herein, Client will have access to the Software and Médi's application server for the purpose of using the Software for its intended purpose and in accordance with the specifications set forth in any documentation relating to the Software provided by Médi. Such use and access will be continuous on a 24/7 basis except for interruptions by reason of maintenance or downtime beyond Médi's reasonable control.

C. Client will use the Software only for its internal business operations and will not permit the Software to be used by or for the benefit of anyone other than Client. Client will not have the right to re-license or sell rights to access and/or use the licensed Software or to transfer or assign rights to access or use the Software, except as expressly provided herein. Clients may not modify, translate, reverse engineer, decompile or create derivative works based upon the Software. Client agrees to use the Software in a manner that complies with all applicable laws including intellectual property and copyright laws. Médi expressly reserves all rights not expressly granted to Client herein.

D. Licensee agrees that they will not: (i) transmit or share identification or password codes to persons other than authorized users (ii) permit the identification or password codes to be cached in proxy servers and accessed by individuals who are not authorized users, or (iii) permit access to the software through a single identification or password code being made available to multiple users on a network.

E. Médi will provide a certain amount of space on the application server for Client to use for storage of data necessary for use of the Software for the number of users designated in Exhibit A.

3. Technical Support

Médi will supply telephone and online support regarding the Software to Client on a reasonable and necessary basis during normal weekday business hours, excluding U.S. legal holidays. Support hours are 08:00 Monday EST to 06:00 Friday EST. A support messaging service is available at all other times through eForum. https://support.esilentpartner.com. Additionally, Médi will, if necessary, provide reasonable support to Client through electronic and/or written correspondence.

4. Term and Termination

A. The terms of the Agreement will honor the date when the original contract was executed, and will continue for a period of one (1) year. Thereafter this Agreement will automatically renew for successive one (1) year periods unless either party gives the other party not fewer than ninety (90) days prior written notice of its intent to terminate this Agreement.

B. After termination, in accordance with Section 4 (Term and Termination), Médi will return all Client original digital files which were uploaded to e·silentpartner. Files will be provided to the Client, via a Zip file, within thirty (30) days of the effective date of the termination of this Agreement. Client will assign a representative to schedule the coordination of the return of all original files.

C. Either party may terminate this agreement for material breach, provided, however, that the terminating party has given the other party at least twenty-one (21) days prior written notice of and the opportunity to cure the material breach. Termination for material breach will not preclude the terminating party from exercising any other remedies for material breach.

D. Section 8 (Limitations of Liability, Indemnification) will survive termination of this agreement. Any early termination, described in Section 4 (Term and Termination), will result in a loss of any prepaid fees after any unpaid invoice is deducted.

5. Ownership of Intellectual Property

Title to any proprietary rights in the Software and Médi's web site will remain in and be the sole and exclusive property of Médi. Client will be the owner of content created and posted by Client.

6. Confidentiality

A. Client acknowledges that the Software and other data on Médi's application servers embodies logic, design and coding methodology that constitute valuable confidential information that is proprietary to Médi. Client will safeguard the right to access the Software and other software installed on Médi's application server using the same standard of care that Client uses to safeguard its own confidential materials.

B. All data pertaining to Client disclosed to Médi in connection with the performance of this Agreement and residing on Médi's application server will be held as confidential by Médi and will not, without the prior written consent of Client, be disclosed or be used for any purposes other than the performance of this Agreement. Médi will safeguard the confidentiality of such data using the same standard of care that Médi uses to safeguard its own confidential materials. This obligation does not apply to data that: (i) is or becomes, through no act or failure to act on the part of Médi, generally known or available; (ii) is known by Médi at the time of receiving such information as evidenced by its written records; (iii) is hereafter furnished to Médi by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by Médi as evidenced by its written and dated records and without any breach of this Agreement; or (v) is the subject of a written permission to disclose provided by Client. Further notwithstanding the forgoing, disclosure of data will not be precluded if such disclosure: (i) is in response to a valid order of a court or other governmental body of the United States; (ii) is otherwise required by law; or (iii) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.

7. Warranty and Disclaimer

Médi warrants that the Software is developed and will be provided in conformity with generally prevailing industry standards. Client agrees to report any material deficiencies in the Software to Médi in writing within thirty (30) days of Client's discovery of the defect. Client's exclusive remedy for the breach of the above warranty will be for Médi to provide access to replacement Software within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. DEVELOPER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES. THE MEDI GROUP, LTD. RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, PRICING OF LICENSES WITHOUT NOTICE. THE MEDI GROUP, LTD. RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE SITE AND CONTENT PROVIDED ON OR THROUGH THE SITE AT ANY TIME WITHOUT NOTICE.

8. Limitation of Liability, Indemnification

Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the use of the Software, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Client will indemnify, defend and hold Médi harmless against any claims incurred by Médi arising out of or in conjunction with Client's breach of this Agreement, as well as all reasonable costs, expenses and attorneys' fees incurred therefore. Médi's total liability under this Agreement with respect to the Software, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Client to Médi during the twelve (12) month period immediately preceding the alleged negligent act or omission giving rise to the claim.

9. Relation of Parties

Nothing in this Agreement will create or imply an agency relationship between the parties, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

10. Non-assignment

Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, which consent will not be unreasonably withheld. This Agreement will insure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

11. Governing Law

This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Pennsylvania.

13. Arbitration

Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties shall share equally in the payment of the Arbitrator’s fee. The arbitration will be held in Pennsylvania. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

14. Attorneys' Fees

If any litigation or arbitration is instituted to enforce the terms of this Agreement, the prevailing party will be entitled to reimbursement of its reasonable attorneys' fees and costs by the non-prevailing party.

15. Severability

If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

16. Force Majeure

Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.

17. Waiver and Modification

The waiver by any party of any breach of a provision of this Agreement will not be construed to be a waiver of any succeeding breach of any other provision. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

18. Entire Agreement

This Addendum constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.