Introduction and recitals

Please ensure you have thoroughly read all the terms and conditions of Curenta. Curenta is in the business of providing Software as a Service (“SaaS”) Solutions and other ancillary or related products such as Curenta Senior Living SaaS that includes direct communication to connected providers, medication management, eMAR solutions, charting, task management, and billing management.

You may be referred to as “Company” or “You” or “Party”. Curenta may be referred to as “Curenta” or “Service Provider” or “We”.

The accepted Terms & Conditions along with any signed Order Form/s, in addition to any official correspondences between parties, constitute an integral part of the agreement between the Parties.

Services fees

License Fees:

Unless stated otherwise in the Quotes/Order Forms, the license fees outlined in the Quotes/Order Forms shall be effective for twelve months (12) starting from the Effective Date. After this period, Curenta may modify the fees upon sixty (60) days' notice.

Additional Fees:

Curenta reserves the right to charge additional fees for the implementation of additional functionality, workflows, or integrations elected by Company in the future by executing additional Quotes/Order Forms.

Monthly Payments:

Company shall remit monthly payments to Curenta based on the fees specified in Quotes/Order Forms and associated invoices. Payments shall be based on the greater of the Minimum Monthly Fee or the Actual Bed Count across all Companies serviced by Curenta, whether through Curenta's SaaS or any other integration.

Adjustment of Subscription Fee:

If the Company requests an increase in its licensed bed count and receives state approval, the subscription fee will be adjusted accordingly. Company shall inform Curenta in writing of any changes to the licensed bed count, and the adjusted fees will be reflected in the next billing cycle's invoice.

Payment Authorization:

Company shall provide a valid credit card, ACH payment system information, bank account information authorized for automatic bill paying, or other acceptable payment method to Curenta. By executing the Order Form/s, Company authorizes Curenta to automatically charge the provided payment method for all monthly Subscription & Activation fees throughout the term of the Order Form/s.

Invoicing and Payment:

Curenta shall commence monthly invoicing on the first of each month, starting 30 days after the Effective Date of the Order Form/s. Invoices shall be issued in accordance with the relevant Quote/Order Form. Company agrees to make payments via automated clearing house or other electronic payment method acceptable to Curenta. Company is responsible for providing accurate billing and contact information and notifying Curenta of any changes. Company authorizes Curenta to share credit card information with its designated payment processor solely for fee collection purposes. Fees are non-refundable under any circumstances.

Fee Adjustments:

The fees set out in the Quote/Order Form shall remain effective for one year after the Effective Date. Curenta may increase fees upon providing sixty (60) days' notice to Company. Professional services fees, excluding those listed, are subject to Curenta's current standard service rates and may include reasonable out-of-pocket expenses.

Taxes:

Fees exclude federal, state, provincial, sales, excise, use, goods and services, and value-added or similar taxes. Company acknowledges its responsibility for payment of applicable taxes as invoiced by Curenta.

Product improvements and enhancements

Data Collection and Use:

Curenta shall have the right to collect and analyze data and other information related to the access, use, and performance of the services and related systems. Curenta may use such information and data to improve and enhance the services and for development, diagnostic, and corrective purposes.

New Products:

Curenta may, at its sole discretion, modify, enhance, alter, and/or introduce new versions of the Company Offerings and/or new Company products ("New Products") to provide improved functionalities, workflows, and features to Company customers. Upon commercial availability, Company may subscribe to such New Products by executing a Quote/Order Form at Curenta's then-current standard rates and any applicable product-specific addenda.

Data ownership

Data Classification and Ownership:

Curenta owns all data within its software. However, Company acknowledges that any and all data residing within the SaaS system, including data contributed by Company, constitutes the health records of the residents under the care of Company. Therefore, Company retains ownership of such data. Upon termination of services between Company and Curenta, Company is responsible for retrieving any desired documentation within the SaaS system.

Company Data:

"Company Data" refers to any data residing within the SaaS system that is received from Company, including all Confidential Information as defined later.

Encryption:

Curenta agrees to encrypt all Company Data received from Company. Curenta's safeguards for protecting Company Data include limiting access to authorized personnel, securing business facilities and data centers, encrypting stored and transmitted Company Data, and ensuring segregation of Company Data from other types of information.

Company responsibilities

Compliance:

Company is solely responsible for compliance with this Agreement, including all applicable schedules and addenda, by itself and its users.

User Access:

Company is responsible for managing its users' identities and password combinations for accessing the Company Offering.

Legal Compliance:

Company and its users must use the services in accordance with documentation provided by Curenta and all applicable laws, rules, and regulations, including those related to healthcare information such as the Health Insurance Portability and Accountability Act (HIPAA) minimum-necessary standard.

Limitations on use

You agree not to:

1. Use the Services in an unlawful way or for any unlawful purpose;
2. Impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity;
3. Tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Services;
4. Use robots or scripts with the services;
5. Attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter, defraud or create false results from any executable code, Information on or received through the services. Curenta may delete any Information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, and obscene or in violation of a copyright, trademark or other intellectual property or ownership right of any other person.

Confidentiality

Definition:

Protection:

Representations, Warranties, Acknowledgments, and Disclaimers

Representations and Warranties:

Each party represents and warrants to the other that:

Representations, Warranties, Acknowledgments, and Disclaimers

Representations and Warranties:

Each party represents and warrants to the other that:

1. it has the full authority to enter into this Agreement and perform its obligations;
2. The execution and performance of this Agreement does not and will not knowingly conflict with or result in a breach of any other agreement to which it is a party;
3. This Agreement and all documents incorporated herein have been duly executed and delivered by such party and constitute the valid and binding agreement of such party, enforceable against such party in accordance with their terms. Company represents and warrants that its procurement of Curenta’s services under this Agreement is neither contingent nor is it dependent on any oral or written comments made by Curenta regarding any future functionality or feature.

Company’s Acknowledgments:

Company understands, acknowledges, and agrees that:

1. Company assumes all risk associated with Company’s use of SaaS Offering in relation to the provision of health care and medical services and all applicable laws, rules, and regulations related thereto;
2. Company accepts all updates to the Company Offerings including tools, utilities, improvements, or general updates to improve and enhance the features and performance of a Company Offering;
3. The Company Offerings are dependent on a number of factors beyond Curenta’s control, including but not limited to, the operation of hardware and network services provided by third parties;
4. Curenta is not a health care provider and does not provide medical advice;
5. Curenta has made no representations or warranties that use of the Company Offerings will ensure Company’s compliance with all applicable laws, rules, and regulations.

Curenta’s Disclaimer of Warranties:

Curenta disclaims all representations and warranties regarding the company offerings, which company agrees and expressly acknowledges are being provided “as is” whether express, implied or statutory, oral or in writing, arising under any law, including with respect to validity, non-interruption, error-free operation, merchantability, or fitness for a particular purpose. In no event shall curenta be liable to company or any other individual or entity affiliated with the company for any claim, loss, or damage arising out of, related to, or in any way connected to the operation or availability of the company offerings.

Indemnities

Indemnification by Curenta:

Curenta will defend Company from and against any claims, demands, suits, actions, proceedings, or judgments (collectively, “Claims”) made or brought against Company by a third party alleging that Company’s use of a Company Offering as permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party (the “Infringement Claim”). Curenta will indemnify Company against the resulting direct damages and attorneys’ fees finally awarded against Company by a court of competent jurisdiction as a result of a court-approved settlement of an Infringement Claim, provided that Company must:

1. promptly give Curenta written notice of the Infringement Claim;
2. Give Curenta sole control of the defense and settlement of the Infringement Claim (provided that Curenta may not settle any Infringement Claim unless the settlement unconditionally releases Company of all liability); and
3. Provide Curenta all reasonable assistance, at Curenta’s expense.

In the event of an Infringement Claim, or if Curenta reasonably believes that the applicable Company Offering may infringe or misappropriate the rights of a third party, Curenta may in its discretion and at no cost to Company:

1. Modify the applicable Company Offering so that it no longer infringes or misappropriates;
2. Obtain a license for Company’s continued use of the applicable Company Offering in accordance with this Agreement; or
3. Terminate this Agreement in accordance with its termination provisions.

Indemnification by Company:

Company agrees to defend, indemnify and hold harmless Curenta, its officers, directors, employees, agents and affiliates (the “Indemnitees”) from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) brought by third parties (including any end user) resulting from or relating to: (a) any personal injury, tort, medical malpractice, or other acts, errors, or omissions in the accuracy of any medical orders and prescriptions, delivery of medical care or medical information, or which otherwise arise out of, or are in any way connected with Company’s data, access to or use of a Company Offering, negligent or wrongful act(s), or violation of applicable laws (a “Claim Against Curenta”). Company will indemnify the Indemnitees from and against the resulting direct damage and attorneys’ fees, whether or not such Claims Against Curenta were foreseeable, provided that Curenta must:

1. promptly give Company written notice of the Claim Against Curenta;
2. Give Company sole control of the defense and settlement of the Claim Against Curenta (provided that Company may not settle any Claim Against Curenta unless the settlement unconditionally releases Curenta of all liability); and
3. Provide Company all reasonable assistance, at Company’s expense.

Indemnity Exclusions:

The indemnification obligations set forth in Section 8.1 do not apply to claims to the extent they arise from:

1. Company’s use of a Company Offering in violation of this Agreement or applicable law;
2. Company’s use of a Company Offering after Curenta notifies Company to discontinue use because of an Infringement Claim; and
3. Modifications to the services or use of the services in combination with any software, application, or service not made or provided by Curenta.

Limitation of liability

CURENTA SHALL NOT BE LIABLE TO COMPANY FOR ANY CLAIM, LOSS, DAMAGES, LIABILITY, OR EXPENSES THE COMPANY MAY SUFFER OR INCUR AS A RESULT OF, ARISING OUT OF, OR IN ANY WAY CONNECTED TO THE COMPANY OFFERINGS. THE COMPANY ALSO AGREES AND ACKNOWLEDGES THAT CURENTA IS NOT LIABLE TO IT, AND HEREBY RELEASES AND WAIVES ALL CLAIMS, FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, AGGRAVATED, OR EXEMPLARY DAMAGES, OR LOSS OF USE, DATA, FILES, BUSINESS, INCOME, OR PROFITS, EVEN IF CURENTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, LOSS, DAMAGES, LIABILITY, OR EXPENSES BY THE COMPANY OR OTHERS. IN NO EVENT SHALL CURENTA’S LIABILITY RELATED TO, ARISING OUT OF, OR IN ANY WAY CONNECTED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY CURENTA UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRIOR TO THE DATE OF THE APPLICABLE CLAIM.

Term and termination

Term:

Shall commence on the Effective Date stated in the Quotes/Order Forms and shall continue in full force and effect for a period of twelve (12) months unless terminated in accordance with its terms. This Agreement shall be renewed automatically for successive one-year periods unless either party notifies the other party in writing at least 90 days prior to the expiration of the then-current term of its intention not to renew the Agreement.

Survival:

Provisions such as Section 2 (Fees and Payment), Section 4 (Data Ownership), Section 6 (Confidentiality), Section 7.3 (Curenta’s Disclaimer of Warranties), Section 8 (Indemnification), Section 9 (Limitation of Liability), Section 12 (Notices), and Section 13 (General Provisions) shall survive the termination or expiration of this Agreement.

Support and service level agreement

Curenta and Company will cooperatively resolve incidents and problems that may arise relating to the integration, such as connectivity between systems, data transmission, or message processing by either system in accordance with the Service Level Agreement (“SLA”). The SLA applies to the Company Offerings outlined in the Agreement. This SLA becomes effective when the integration is enabled in the production environment with at least one mutual Customer/Company and remains in effect until the integration is disabled or the partnership is dissolved. Customer/Company may open a support case by contacting the Curenta Help Desk at (949) 994-9008 or help@curenta.com.

Notices

Notices to Curenta:

Notices to Curenta shall be addressed to 23141 Verdugo Dr, #103, Laguna Hills, CA 92653. Notices to Company: Notices to Company shall be addressed to the relevant contact designated by Company on the signature page of this Agreement, or any Quote/Order Form, or as provided in the applicable Company Offering.

Manner of Giving Notice:

Except as otherwise set forth herein, all notices under any valid Agreement will be deemed to have been duly given

1. When received, if personally delivered;
2. When sent, if by facsimile or email sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours (with confirmation of transmission);
3. And upon receipt, if sent by certified or registered mail or a nationally recognized courier service.

Right to change terms and conditions

Curenta may, at any time and from time to time, in its sole discretion, change these Terms of Use. Any changes to these Terms of Use will be effective immediately upon posting of the changed Terms and Conditions on Curenta’s website. You agree to review these Terms and Conditions periodically, and your use of the website following any such change constitutes your agreement to follow and be bound by such changed Terms of Use.