|
TRUE COPY
<br />CERTIFICATION ON LAST PACT
<br />MASTER SUBSCRIPTION AND LICENSE AGREEMENT J.R. SMITH, CLERK
<br />This Master Subscription and License Agreement (this "Agreement") is entered into as of ("Effective Date"), by and between
<br />ESO Solutions, Inc., a Texas corporation having its principal place of business at 11500 Alterra Parkway, Suite 100 Austin, TX 78758, including its controlled
<br />subsidiaries, (collectively, "ESO") and Indian River County Emergency Services District , having its principal place of business at 180127th street, Vero Beach
<br />Florida, 32960 ("Customer"). This Agreement consists of the General Terms & Conditions below and any Addenda (as defined below) executed by the parties,
<br />including any attachments to such Addenda.
<br />The parties have agreed that ESO will provide Customer certain technology products and/or services and that Customer will pay ESO certain fees.
<br />Therefore, in consideration of the covenants, agreements and promises set forth below, and for other good and valuable consideration, the receipt and
<br />sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows.
<br />GENERAL TERMS AND CONDITIONS
<br />1. DEFINITIONS. Capitalized terms not otherwise defined in this Agreement "SaaS" means software -as -a -service that ESO hosts (directly or indirectly) for
<br />shall have the meanings below: Customer's use. For the avoidance of doubt, SaaS does not include Licensed
<br />"Add -On Software" means any complementary software components or Software, but does include Add-on Software and Interoperability Software.
<br />reporting service(s) that ESO makes available to customer through its "Scheduled Downtime" means periods when ESO intentionally interrupts the
<br />Licensed Software, Interoperability Software or SaaS. SaaS for the performance of system maintenance or to otherwise correct
<br />"Addendum" means a writing addressing an order of a specific set of products
<br />or services executed by authorized representatives of each party. An
<br />Addendum may be (a) a Software Schedule, (b) a Statement of Work, (c) Sales
<br />Order, or (d) another writing the parties intend to be incorporated by reference
<br />into this Agreement.
<br />"Anonymized Data" means Customer Data from which all personally
<br />identifiable information has been removed, as well as the names and
<br />addresses of Customer and any of its Users and/or Customer's clients (and
<br />which, as a consequence, is neither PHI nor identifiable to or by Customer).
<br />"Customer Data" means information, data and other content in electronic
<br />form that is submitted, posted, or otherwise transmitted by or on behalf of
<br />Customer through the Software.
<br />"Deliverable" means software, report, or other work product created pursuant
<br />to a Statement of Work.
<br />"Documentation" means user guides, operating manuals, and specifications
<br />regarding the Software.
<br />"Feedback" refers to any suggestion or idea for improving or otherwise
<br />modifying ESO's products or services.
<br />"Incident" refers to a locked and uploaded record within the system on a per -
<br />encounter basis, regardless of the number of patients involved in said
<br />individual encounter.
<br />"Intellectual Property" means trade secrets, copyrightable subject matter,
<br />patents and patent applications, and other proprietary information, activities
<br />and any ideas, concepts, innovations, inventions and designs.
<br />"Interoperability Software" means SaaS that allows Customer to exchange
<br />healthcare data with others. For the avoidance of doubt, Interoperability
<br />Software does not include Add-on Software or Licensed Software.
<br />"Licensed Software" means the executable, object code version of software
<br />that ESO provides to Customer for its use and installation on Customer's own
<br />equipment. For the avoidance of doubt, Licensed Software does not include
<br />Add-on Software, Interoperability Software or SaaS.
<br />"New Version" means any new version of Licensed Software that ESO may
<br />from time to time introduce and market generally as a distinct licensed
<br />product, as may be indicated by Licensor's designation of a new version
<br />number, brand or product.
<br />"Outage" means Customer is unable to access SaaS, or such access is
<br />materially delayed, impaired or disrupted, in each case as caused or controlled
<br />by ESO.
<br />"Professional Services" means professional services provided by ESO under a
<br />Statement of Work.
<br />"Protected Health Information" or "PHI" shall have the meaning set forth in
<br />HIPAA. All references herein to PHI shall be construed to include electronic
<br />PHI, or ePHI, as that term is defined by HIPAA.
<br />"Reporting Services" means, collectively, the different tools or features in the
<br />Software allowing Customer to generate compilations of data, including but
<br />not limited to ad-hoc reports, analytics, benchmarking or any other reporting
<br />tool provided through the Software.
<br />service errors.
<br />"Software" means any ESO computer program, programming or modules
<br />specified in any Software Schedule or SOW. For the avoidance of doubt, Add
<br />on Software, SaaS, Interoperability Software, and Licensed Software are
<br />collectively referred to as Software.
<br />"Software Schedule" refers to an Addendum under which Customer has
<br />ordered either Add-on Software, Licensed Software, Interoperability Software
<br />or SaaS.
<br />"Statement of Work" or "SOW" refers to an Addendum in which Customer has
<br />ordered Professional Services or a Deliverable from ESO.
<br />"Support Services" means those services described in Exhibit B.
<br />"Third -Party Data" means data not owned by ESO but which is (or access to
<br />which is) provided by ESO under a Software Schedule.
<br />"Third -Party Service" means a service not provided by ESO but which is (or
<br />access to which is) offered by ESO in connection with its Software under a
<br />Software Schedule or Addendum.
<br />"Third -Party Software" means software not owned by ESO but which is (or
<br />access to which is) provided by ESO under a Software Schedule or Addendum.
<br />"Use Restrictions" means the restrictions imposed on Customer's use of
<br />Software as described in Section 3.3.
<br />"User" means any individual who uses the Software on Customer's behalf or
<br />through Customer's account or passwords, whether authorized or not.
<br />2. SOFTWARE ORDERS. During the Term, Customer may order Software
<br />from ESO by signing an appropriate Software Schedule. Customer's
<br />license to Licensed Software and its subscription to SaaS are set forth
<br />below. Each such Software Schedule is incorporated herein by reference.
<br />3. LICENSE/SUBSCRIPTION TO SOFTWARE
<br />3.1. Grant of Subscription: SaaS. For SaaS, during the Term Customer may
<br />access and use the SaaS and Reporting Services, in such quantities as
<br />are set forth on the applicable Software Schedule, subject to
<br />Customer's compliance with the Use Restrictions and other limitations
<br />contained in this Agreement.
<br />3.2. Grant of License: Licensed Software. For Licensed Software, during the
<br />Term ESO hereby grants Customer a limited, non-exclusive, non-
<br />transferable, non -assignable, non-sublicensable, revocable license to
<br />copy and use the Licensed Software, in such quantities as are set forth
<br />on the applicable Software Schedule and as necessary for Customer's
<br />internal business purposes, in each case subject to Customer's
<br />compliance with the Use Restrictions and other limitations and N
<br />obligations contained in this Agreement. 0
<br />14
<br />3.3. Use Restrictions. Except as provided in this Agreement or as otherwise N
<br />authorized by ESO, Customer has no right to, and shall not: (a) g
<br />decompile, reverse engineer, disassemble, print, copy or display the cn
<br />Software or otherwise reduce the Software to a human -perceivable form o
<br />in whole or in part; (b) publish, release, rent, lease, loan, sell, distribute 0
<br />or transfer the Software to another person or entity; (c) reproduce the �UJ
<br />Software for the use or benefit of anyone other than Customer; (d) alter, J
<br />modify or create derivative works based upon the Software either in ua
<br />M
<br />CL
<br />
|