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Terms of Service

SaaS Services and Support 

  • Subject to this Agreement, Company will provide Customer the Services as specified in the Statement of Work ("SOW") and shall set forth the product features, functions, modules and/or services that Company is to perform, the pricing/fees, and any other matters, including any additional conditions, obligations or requirements applicable to the services being provided. 

  • Company will deliver services consistent with Company standard practices, at a level no less than those defined in the SOW. In case of a conflict between these Terms and the SOW, the SOW terms shall prevail. Undefined terms shall carry the meanings assigned in the SOW. 

Restrictions and Responsibilities 

  • Customer shall not: 

    • Reverse engineer, decompile, disassemble, or attempt to discover the source code, object code, or underlying structure of the Services or related Software. 

    • Modify, translate, or create derivative works of the Services or Software without express permission.

    • Use the Services or Software for third-party benefit (e.g., timesharing or service bureau purposes). 

    • Remove proprietary notices or labels from the Services or Software. 

  • Customer agrees not to export or re-export the Services or Software in violation of U.S. laws, including regulations from the Department of Commerce and the Office of Foreign Assets Control. Software and documentation are "commercial items" as defined in FAR 2.101 and treated as "commercial computer software" under FAR 12.212 and DFAR 227.7202. Use by the U.S. Government is restricted under this Agreement. 

  • Customer may use the Services for business purposes in compliance with all applicable laws. The Company reserves the right to monitor usage and prohibit actions deemed in violation of these terms. 

  • Customer is responsible for obtaining and maintaining all necessary equipment (e.g., hardware, software, networking) required for Service access, as well as securing passwords and files. 

  • Customer shall bear responsibility for taxes associated with Services, except Company’s income taxes. 

Confidentiality; Proprietary Rights 

  • The Receiving Party agrees to maintain the Disclosing Party’s Proprietary Information in strict confidence and not to use it except as required under this Agreement. Proprietary Information excludes data that is publicly available, independently developed, or legally disclosed by third parties. Disclosures required by law must be limited to necessary details, with notice provided to the Disclosing Party, when permissible. 

  • Customer retains ownership of all Customer Data. The Company retains intellectual property rights for its pre-existing inventions and contributions to the Services. 

  • The Company may aggregate and analyze anonymized data for Service improvement and reporting, provided Customer Data is not individually identifiable. 

Payment Terms and Termination 

  • This Agreement is effective for the term specified in the contract. Customer retains full access to their data during the agreed term. 

    • The payment is due upon receipt of the invoice date Net 30 days. If the payment is late, beyond 30 days, the Company may charge a late payment fee, which is the equivalent of 8% of the invoiced amount. 

    • Checks are payable to Continual Care Solutions, Inc. at PO Box 27, Pittsford, NY 14534 or through other processes (ACH, 3rd Party vendors, etc.) if agreeable to the Company. 

  • Termination / Subscription Cancellation: 

    • Customer must provide thirty (30) days’ written notice of termination / subscription cancellation if they do not intend to renew their contract at the end of the contract term. 

    • Either party may terminate upon thirty (30) days’ written notice if the other party materially breaches the Agreement. 

    • Upon termination notice, Customer must provide written notice to the Company on their data deletion/retention requirements: 

    • (a) instruct the Company to fully delete Customer data; the Company shall initiate the deletion of Customer Data within 7 days of termination and provide notice of destruction. OR 

    • (b) instruct the Company to maintain the Customer’s instance of IMPOWR with Customer data retained (Data Retention Services). The Company will require an updated license fee and fully executed Software and Services Agreement to maintain a ‘Data Retention’ instance of IMPOWR. The updated license fee to support Data Retention Services is 50% the cost of the current year full price of IMPOWR platform and any additional modules. 

    • After notice of termination / subscription cancellation any additional support or customized data extraction requests beyond existing tools will be charged at $250 per hour. 

    • Reactivation of Customer’s instance either from late payment or termination incurs a $1,000 fee and requires that all outstanding balances be paid in full, prior to reactivating the account. 

    • Sections that inherently survive termination, such as confidentiality and limitations of liability, will remain in effect. 

Warranty and Disclaimer 

Company warrants the Services will substantially perform as described in the SOW specifications. Customer must notify Company of any breach within fifteen (15) days, supplying relevant data for resolution. Warranties do not apply to issues caused by misuse, modification, or malfunction of Customer’s systems. Company disclaims all other warranties, including implied warranties of merchantability and fitness for a particular purpose. Services are provided "as is." 

Indemnity 

  • Indemnification by Company: The Company agrees to indemnify, defend, and hold harmless the Customer, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: a. Any breach of this Agreement by the Company; b. Any negligence or willful misconduct by the Company or its employees, agents, or subcontractors; c. Any infringement or alleged infringement of any intellectual property rights by the Company’s software or services. 

  • Indemnification by Customer: The Customer agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: a. Any breach of this Agreement by the Customer; b. Any negligence or willful misconduct by the Customer or its employees, agents, or subcontractors; c. Any use of the Company’s software or services in a manner not authorized by this Agreement. 

  • Indemnification Procedure: Each party's indemnification obligations are conditioned upon the indemnified party: a. Promptly notifying the indemnifying party in writing of any claim, demand, action, or threat thereof; b. Providing the indemnifying party with reasonable assistance and cooperation in the defense and settlement of the claim; c. Allowing the indemnifying party to control the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim in a manner that imposes any liability or obligation on the indemnified party without the indemnified party's prior written consent. 

Limitation of Liability 

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, A BREACH OF CONFIDENTIALITY, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY THE CUSTOMER TO THE VENDOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. 

Dispute Resolution 

  • The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy. 

  • At no time prior to reasonable attempts to resolve the dispute, shall either side initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply within 30 days to the requirements of Paragraph 8.1 above. 

  • Payment disputes must be raised within 30 days of invoice receipt. During dispute resolution, undisputed amounts remain payable. 

Service Level Targets 

The Company provides customer service targets for particular aspects of the service: Hosting; Service Availability, Backup, and Disaster Recovery; Help Desk Responsiveness.

Data Security, Privacy and Compliance 

The Company implements appropriate technical and organizational measures to protect Customer Data 

Third-Party Dependencies 

Services reliant on third-party platforms or infrastructure are subject to the terms and limitations imposed by those providers. 

Force Majure 

The Company is not liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, cyber-attacks, or governmental actions. 

Miscellaneous 

  • If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 

  • This Agreement is not assignable, transferable or sublicensable by the Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent in connection with a sale of all or substantially all of the business of the Company to which this Agreement relates. 

  • This Agreement, the SOW (and the documents referenced therein) are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. 

  • No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. 

  • All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 

  • This Agreement shall be governed by the laws of the State of New York, County of Monroe without regard to its conflict of law provisions. 

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