Interlace Health End User Agreement

  1. Overview. This End User License Agreement – Check Printing for MaaS (“EULA”) sets forth the terms on which Interlace Health, LLC (f/k/a FormFast, LLC) (“Interlace”), a Missouri limited liability company, grants you (“Licensee”) a license to use the Interlace Health Check Printing software applications, modules, forms and content (the “Software”) on the MEDITECH as a Service (MaaS) platform (the “Platform”) and on which Interlace Health makes available related implementation, training, technical support, maintenance, form design, and other services (“Services”).  PLEASE READ THIS EULA CAREFULLY.  BY PLACING AN ORDER FOR, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, ACCEPT, AND AGREE TO BE LEGALLY BOUND BY THIS EULA.
  2. Order Placement. Orders for Platform‐based subscriptions to the Software (each an “Order”) must be placed by Licensee with Medical Information Technology, Inc. (“MEDITECH”). As between Interlace and Licensee, this EULA applies to and governs Licensee’s use of the Software and receipt of the Services, even if not expressly referenced in the Order; provided, however, the pricing and payment terms are as agreed to between Licensee and MEDITECH. Interlace and MEDITECH are independent contractors; neither is or shall be deemed to be acting as an agent, subcontractor, or sub‐processor of the other; provided, however, to the limited extent that Interlace must access the Platform to provide Services, Interlace shall be deemed to be acting as MEDITECH’s business associate subcontractor for HIPAA purposes. The terms and conditions for Licensee’s use of the Platform are as agreed to between Licensee and MEDITECH. Interlace assumes no obligations or liability for the Platform, the operation, availability, or security thereof, or any other software, products or services that may be offered by or through MEDITECH or third parties.
  3. License. During the term of Licensee’s Platform‐based subscription to the Software under a corresponding Order, subject to Licensee’s payment of the corresponding fees, Interlace grants Licensee a non‐exclusive, non‐transferable, non‐sublicensable license to: (a) install the Software on the Platform as managed by MEDITECH on Licensee’s behalf, solely for access and use as authorized by this EULA, and further subject to Licensee’s compliance with the terms and conditions for the Platform established by MEDITECH; and (b) remotely access and use the Software for its intended purpose solely for the benefit of those Customer facilities identified in the Order for which Customer has purchased a Platform‐based subscription (“Licensed Facilities”).
  4. License Restrictions. Licensee shall not use the Software for any purpose other as expressly licensed herein. Without limiting the foregoing, Licensee shall not, nor shall it authorize or permit any other person or entity to: (a) distribute, publicly display, publicly perform, sublicense, lease, rent, loan, transfer, or otherwise make available the Software to third parties; (b) modify, adapt, alter, translate, or create derivative works of the Software; (c) use the Software in or as part of a service bureau or timesharing arrangement, including for the benefit of unlicensed facilities; (d) use the Software in violation of any import, export, re‐export or other applicable laws or regulations; (e) attempt to deactivate, bypass, or otherwise circumvent the license keys or other security measures for the Software; (f) remove or obscure any copyright or other proprietary rights notices, trademarks, logos or trade designations for the Software; or (g) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software.
  5. Services. During the term of Licensee’s Platform‐based subscription to the Software under a corresponding Order, subject to Licensee’s payment of the corresponding fees, Interlace shall make available its then‐current implementation, training, technical support, maintenance, form design, and/or other Services. Interlace is responsible only for those Services documented and within scope of the corresponding Order. All Services are further subject to Interlace’s standard policies and procedures, as updated from time to time. Licensee is responsible for: (i) meeting Interlace’s then‐current system requirements for the Software, including compatible network connectivity and printers; (ii) assigning qualified personnel to coordinate with Interlace, provide information and timely responses as requested, and otherwise manage Licensee’s responsibilities; and (iii) the accuracy, quality, integrity, reliability, and suitability of all data that Licensee processes using the Software, including securing all necessary licenses and permissions therefor.
  6. Term; Termination. This EULA shall continue for the duration of Licensee’s Platform‐based subscription to the Software under a corresponding Order; provided, however, Interlace may terminate this EULA and Licensee’s license to the Software: (a) if Licensee fails to pay MEDITECH and such default is not cured within sixty (60) days after being notified thereof; (b) if Licensee breaches any material provision of this EULA and does not cure such breach within fifteen (15) days after being notified thereof; (c) if Licensee becomes or is declared insolvent, makes a general assignment for the benefit of creditors, or becomes subject to a voluntary or involuntary petition in bankruptcy or similar event; or (d) upon the expiration or termination of Interlace’s arrangement with MEDITECH to make the Software available on the Platform (including any available wind‐ down period). Upon the expiration or termination of this EULA or Licensee’s Platform‐based subscription to the Software: (i) Licensee shall immediately discontinue use of the Software, (ii) all rights and licenses granted to Licensee shall automatically and immediately terminate and cease to exist; (iii) Licensee shall remove any remnants (such as cached computer code, images, data) of the Software from Licensee’s computers, network and systems, and (iv) Licensee shall pay all outstanding amounts owed in respect of the Software and Services. Sections 2, 4, 6, 7, 9, 10 and 11 of this EULA shall survive the expiration or termination of this EULA for any reason, and shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
  7. Proprietary Rights. The Software is licensed (not sold), is comprised of Interlace’s confidential and proprietary information, and constitutes a valuable trade secret. Interlace and its suppliers retain sole ownership of and exclusive right, title and interest in and to the Software (in both binary executable code and source code form), including the program architecture, design, coding methodology, documentation, screen shots and “look and feel” therefor, all updates, upgrades, new releases, enhancements, modifications and improvements, and all present and future copyrights, trademarks, trade secrets, patent rights and other proprietary and intellectual property rights of any nature throughout the world embodied therein and appurtenant thereto. All rights and licenses not expressly granted to Licensee in this EULA are reserved by Interlace and its suppliers. From time to time, Licensee may provide suggestions, comments, ideas or other feedback regarding the products or services of Interlace. Interlace shall be free to access, use, disclose, and otherwise commercialize and exploit such feedback, including without limitation for developing improvements to its products and services, free of any claims, payment obligations, or proprietary, confidentiality or other restrictions of any kind.
  8. Limited Software Warranty. For a period of ninety (90) days after the date of Licensee’s initial Order placed for the Software, Interlace warrants that the Software, when properly installed and used by Licensee in accordance with this EULA, shall conform to Interlace’s published specifications in all material respects. The foregoing warranty is subject to Licensee notifying Interlace promptly, and by no later than the end of the ninety‐ (90‐) day warranty period, of a breach of the foregoing warranty and providing all information that may be reasonably requested by Interlace in connection therewith.   Upon receiving such timely notice, as Interlace’s entire obligation and Licensee’s sole and exclusive remedy, Interlace shall use commercially reasonable efforts to remedy the nonconformity at no additional charge to Licensee.
  9. DISCLAIMER. EXCEPT FOR THE LIMITED SOFTWARE WARRANTY ABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED BY INTERLACE “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. INTERLACE HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INTERLACE DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL OPERATE UNINTERRUPTED OR ERROR‐FREE OR MEET LICENSEE’S PARTICULAR BUSINESS, TECHNICAL, OR OTHER REQUIREMENTS. THE SOFTWARE MAY BE SUBJECT TO TRANSMISSION ERRORS AND OTHER LIMITATIONS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NO EMPLOYEE, AGENT, CHANNEL PARTNER, OR THIRD PARTY HAS AUTHORITY TO BIND INTERLACE TO ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS EULA.
  10. LIMITATIONS ON LIABILITY. IN NO EVENT SHALL INTERLACE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, PUNITIVE, OR SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE, THE SERVICES, OR THIS EULA, OR FOR ANY LOSS OF BUSINESS, PROFITS, OR REVENUE, LOSS OR DESTRUCTION OF DATA, OR BUSINESS INTERRUPTION OR DOWNTIME, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF INTERLACE ARISING OUT OF AND RELATED TO THE SOFTWARE, THE SERVICES, AND THIS EULA SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY LICENSEE FOR ITS PLATFORM‐ BASED SUBSCRIPTION TO THE SOFTWARE IN THE SIX (6) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM OR ONE THOUSAND U.S. DOLLARS ($1,000), WHICHEVER IS GREATER. THE LIMITATIONS ON LIABILITY IN THIS SECTION ARE AN ESSENTIAL PART OF THIS EULA AND SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REGARDLESS OF THE NUMBER OF INCIDENTS OR CLAIMS OR THE NATURE OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE).
  11. Miscellaneous. (a) This EULA shall be governed and interpreted for all purposes by the laws of the State of New York, U.S.A. (b) All notices under this EULA must be in writing and the English language.  Notices to Interlace shall be delivered by postage prepaid registered or certified mail to Interlace Health, LLC, Attn: President, 13421 Manchester Rd, Suite 208, St Louis, MO 63131, USA. Notices to Licensee may be delivered by postage prepaid registered or certified mail or email to Customer’s most current address on file. Alternatively, Interlace may deliver notices using the communication preferences designated by Customer for the Software. Either party may change its address for notices by providing written notice of such change to the other party in the foregoing manner. (c) Licensee may not assign or otherwise transfer this EULA, or any of its rights or obligations hereunder, without the prior written consent of Interlace, unless in connection with Customer’s merger, acquisition, or sale of all or substantially all of its assets, in which case prior written consent is not required. Any attempted assignment or transfer in violation of the foregoing shall be null and void from the beginning and without effect.  Interlace may freely assign this EULA, or any of its rights or obligations hereunder, including to an affiliate or to a successor in connection with Interlace’s merger, acquisition, corporate reorganization, or sale of all or substantially all of its business or assets to which this EULA relates. (d) If any provision of this EULA is determined to be unenforceable under applicable law, such provision shall be reformed and interpreted by a court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under applicable law, or severed from this EULA if such reformation and interpretation is not possible, and the remaining provisions of this EULA shall continue in full force and effect. The headings in this EULA are for reference purposes only, and shall not affect the meaning or interpretation of this EULA. The term “including” as used herein means “including without limitation.” (e) This EULA sets forth the entire agreement of Interlace and Licensee and supersedes all prior and contemporaneous proposals, agreements and understandings, whether written or oral, pertaining to the subject matter hereof. (f) This EULA may be amended only by a written instrument executed by a duly authorized representative of Interlace. No right or obligation shall be waived by any act, omission or knowledge of a party, except by an instrument in writing expressly waiving such right or obligation and signed by an authorized representative of the waiving party. Any waiver on one occasion shall not constitute a waiver on subsequent occasions.