This is an agreement (the "Agreement") between Soren Technologies, Inc. ("Soren Technologies"), and the "Customer".

NOW, THEREFORE, for the mutual consideration set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as set forth below.

TERMS

  • Definitions.
    • "Confidential Information" shall mean this Agreement, Soren Technologie's pricing for the Services, Data, and any other information Soren Technologies deems confidential in Soren Technologies' sole and absolute discretion.
    • "Customer" shall have the meaning set forth in the first unnumbered paragraph above.
    • "Data" shall mean data used with or contained in the Service.
    • "Effective Date" shall mean the date of last execution of this Agreement.
    • "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996.
    • "Parties" shall mean Soren Technologies and Customer collectively.
    • "Party" shall mean Soren Technologies or Customer individually.
    • "Prohibited Data" shall mean any Customer Data that is:
      • Illegal, libelous, defamatory, or obscene;
      • Violates any third party's right of privacy or publicity;
      • Violates, infringes, or misappropriates the intellectual property or other rights of any third party; or
      • Otherwise violates any term of this Agreement.
    • "Service" shall have the meaning set forth in Section 4.1.
    • "Soren Technologies" shall have the meaning set forth in the first unnumbered paragraph above.
  • Customer's User of the Service.
    • Subject to the terms and conditions of this Agreement, and payment of the appropriate fees as set forth in this Agreement, Soren Technologies hereby grants to Customer a subscription and the right to use Soren Technologies' proprietary web-based electronic health records software application and services (the "Service") solely for Customer's internal business purposes.
    • As part of the Service, Soren Technologies hereby grants to Customer remote access to Soren Technologies' Data center hosting Customer Data. Customer shall at all times comply with Soren Technologies' standard security requirements.
    • Customer's rights under this Agreement are contingent upon Customer's performance of Customer's obligations pursuant to this Agreement. No right is granted or conveyed by Soren Technologies to Customer except when and if such obligations are performed.
    • Customer acknowledges and agrees that successful implementation and use of the Service depends upon Customer providing appropriate computer hardware and software as Soren Technologies may reasonably recommend from time to time in Soren Technologies sole and absolute discretion. Customer shall be solely responsible for providing the appropriate computer hardware and software, and the required Internet connection at Customer's own expense.
    • Customer understands and agrees that the Service is subject to interruption when telecommunication service is subject to transmission limitation and interruptions.
  • Use Limitations and Customer Responsibilities.
    • Customer's permitted use of the Service specifically excludes using the Service for any third party business or engaging in any application hosting, service bureau or other non-internal operations, as well as the right to allow third parties to use the Service whether by lease, rental, transfer, assignment, sale, sublicense, or any other means.
    • Customer shall:
      • Be solely responsible for the accuracy and adequacy of the Data that Customer furnishes or transmits to Soren Technologies for processing or storage. Soren Technologies shall take commercially reasonable precautions to prevent the loss, alteration or improper access to the Customer's Data, but Soren Technologies does not guarantee the accuracy or security of the Customer's Data.
      • Only use the Service in the manner, and for the purposes, expressly specified in this Agreement; and
      • Abide by all applicable local, state, national, and international laws and regulations.
    • Customer shall not:
      • Make the Service available to anyone other than Customer's employees;
      • Sell, resell, rent, or lease the Service to any third party;
      • Use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights;
      • Use the Service to store or transmit viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents or programs;
      • Interfere with or disrupt the integrity, proper operation, or performance of the Service or third-party Data;
      • Attempt to gain unauthorized access to the Service or related systems or networks;
      • Attempt to access any systems, programs or Data of Soren Technologies that is not permitted under this Agreement, or otherwise made available by Soren Technologies for public use;
      • Copy, reproduce, republish, upload, post, transmit, or distribute the Service, or any portion thereof, or facilitate or permit a third party to do so;
      • Use the Service if Customer is a competitor of Soren Technologies;
      • Use the Service for any other benchmarking or competitive purposes;
      • Copy, frame, or mirror any part or content of the Service; or
      • Reverse engineer the Service.
    • Customer shall have sole responsibility for the delivery of all medical and medically related services and supplies to Customer's clients, patients, and customers.
    • Except as otherwise specifically provided in this Agreement, Customer shall have sole responsibility for the costs, expenses and deployment of any interconnection, installation and testing necessary to use the Service provided by Soren Technologies.
  • Customer Data.
    • Customer is solely responsible for the development, operation, and maintenance of Customer's Data and for all information that appears on or in any of Customer's Data. Customer shall provide information and other materials related to Customer's Data, as reasonably requested by Soren Technologies, to verify Customer's compliance with this Agreement. Soren Technologies may monitor the Service and Customer's Data for the purpose of verifying Customer's compliance with this Agreement. Customer shall not seek to block or otherwise interfere with such monitoring, and Soren Technologies may use technical means to overcome any methods used in the Customer's Data to block or interfere with such monitoring activities by Soren Technologies. If Soren Technologies has identified problems that Soren Technologies believes may be attributable to Customer's Data, Soren Technologies shall notify Customer, and Customer and Soren Technologies shall cooperate with each other to identify the source of the problems.
    • Customer shall ensure that all Customer Data does not contain any Prohibited Data. If Soren Technologies believes that any of Customer's Data is Prohibited Data, then Soren Technologies shall notify Customer of the Prohibited Data and may request that such content be removed from the Service or access to the Prohibited Data be disabled. In the event that Customer does not remove or disable access to the Prohibited Data within one (1) business day of Soren Technologies' notice, Soren Technologies may remove or disable access to Customer's Data or suspend the Service to the extent Soren Technologies is not able to remove or disable access to the Customer's Data. Notwithstanding anything to the contrary set forth in this Agreement, Soren Technologies may remove or disable access to any Prohibited Data without prior notice pursuant to the Digital Millennium Copyright Act or as required to comply with any judicial, regulatory, or other governmental order. In the event that Soren Technologies removes Customer's Data without prior notice, Soren Technologies shall provide prompt notice to Customer unless prohibited by law.
    • Customer hereby grants to Soren Technologies a non-exclusive, non-transferable, irrevocable, perpetual, royalty-free, paid-up license to use, copy, reproduce, and display Customer's Data to allow Soren Technologies to fulfill Soren Technologies' obligations pursuant to this Agreement.
    • Customer shall notify Soren Technologies if it receives any notices with respect to copyright matters within forty eight (48) hours of receipt of such notices.
    • Soren Technologies shall have no responsibility for maintaining copies of Customer Data.
  • Proprietary Rights.
    • Soren Technologies owns all rights, title, and interests in the Service including, but not limited to, trade secrets, trademarks, patents, copyrights and database rights, and the Service shall remain the sole and exclusive property of Soren Technologies. Customer shall take any necessary steps to protect Soren Technologies' intellectual property rights. Customer shall not sell, assign, transfer, disclose, duplicate, translate, decompile, reverse engineer, create derivative works from, or attempt to recreate the Service, in whole or in part, by reference to the original, whether by "clean room" or similar process.
    • The Service is protected by applicable United States and foreign laws and treaties, including copyright laws and treaty provisions.
    • Customer's use of the Service does not include a grant to Customer of any ownership right, title, or interest in the Service.
    • Customer shall exclusively own all ownership right, title, and interest to all Customer Data.
  • Term and Termination.
    • The term of this Agreement shall commence on the Effective Date and shall continue for 2 years or until this Agreement is otherwise terminated as provided in this Agreement.
    • Soren Technologies may terminate this Agreement immediately if Customer:
      • Materially breaches any of the terms of this Agreement;
      • Ceases to carry on Customer's business;
      • Appoints a receiver or similar officer and is not discharged within thirty (30) days;
      • Becomes insolvent, admits in writing Customer's inability to pay debts as they mature, is adjudicated bankrupt, or makes an assignment for the benefit of Customer's creditors or another arrangement of similar import; or
      • Is subject to proceedings under bankruptcy or insolvency laws commenced by or against Customer that are not dismissed within thirty (30) days.
    • Termination of this Agreement by Soren Technologies shall not relieve Customer of Customer's payment and other obligations incurred before the date of termination.
    • The termination of this Agreement for any reason shall automatically, and without further action by Soren Technologies, terminate and extinguish Customer's right to use the Service.
  • Indemnity.
    • Each Party shall, at its expense, indemnify, defend and hold harmless the other Party, and the other Party's affiliates, officers, directors, employees, managers, contractors, attorneys, agents, successors, and assigns, from and against any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, arising from, in connection with, or based on any allegations of infringement or misappropriation of any United States intellectual property rights of any third party.
    • Customer shall, at Customer's expense, indemnify, defend and hold harmless Soren Technologies, and Soren Technologies' affiliates, officers, directors, employees, managers, contractors, attorneys, agents, successors, and assigns, from and against any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, arising from, in connection with, or based on any allegations that:
      • Constitute a breach of any of Customer's representations, warranties, obligations, covenants or agreements pursuant to this Agreement;
      • Causes Soren Technologies to breach Soren Technologies' obligations pursuant to this Agreement;
      • Arise in connection with or by reason of medical services performed by Customer during the term of this Agreement;
      • Arise in connection with Customer's noncompliance with HIPAA provisions applicable to Customer; or
      • Arise from any negligent or fraudulent act or misrepresentation by Customer or any of Customer's shareholder(s), member(s), partners, directors, officers, or employees.
    • The indemnitee shall promptly notify the indemnitor pursuant to this Section in writing of any claim for indemnification. The indemnitor shall have sole control of the defense and all related settlement negotiations with respect to the claim. The indemnitee shall have the right, but not the obligation, to participate in the defense of any such claim or action through counsel of the indemnitee's own choosing at the indemnitee's own expense; provided, however, that if the indemnitor fails to promptly assume the defense of a claim, the indemnitee may assume the defense at the indemnitor's cost and expense. The indemnitee shall cooperate fully and execute all documents necessary for the defense of such claim. The indemnitee shall have the right to approve settlement of any claim, such approval not to be unreasonably withheld or delayed, provided that the indemnitee shall not be required to approve any settlement that involves an admission of liability or wrongful conduct on the part of the indemnitee or restricts its ability to conduct its business in any material respect. In the event the Parties agree to settle a claim, neither Party shall publicize the settlement.
  • Confidentiality.
    • Each Party acknowledges that after execution of this Agreement, they may be furnished with, receive, or otherwise have access to Confidential Information of the other Party.
    • Each Party shall take reasonable steps necessary to protect the confidentiality of the Confidential Information it receives from the other Party. A receiving Party shall use the disclosing Party's Confidential Information only for the purposes of this Agreement. A receiving Party shall reveal the disclosing Party's Confidential Information only to designated persons. Notwithstanding anything to the contrary set forth in this Agreement, a receiving Party may disclose Confidential Information if required by order of any court of competent jurisdiction or by order of any governmental agency, provided that the receiving Party, if permitted by law, first notify the disclosing Party of such requirement and permit the disclosing Party to contest such requirement before any disclosure, interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as the disclosing Party deems appropriate to protect the Confidential Information.
    • Subject to the terms of this Agreement, each Party agrees that it shall not disclose the other Party's Confidential Information for a period of three (3) years, and that it shall not disclose the other Party's trade secrets for so long as they remain trade secrets. In no event shall a receiving Party use Confidential Information for the receiving Party's own benefit or any third Party's benefit, either directly or indirectly, unless authorized to do so by the disclosing Party.
    • The Parties agree that, in the event of any breach of any confidentiality provision of this Agreement by Customer, Soren Technologies shall not have an adequate remedy in money or damages. The Parties therefore agree that, in the event of an anticipated or actual breach by Customer, Soren Technologies shall be entitled to obtain injunctive relief against such anticipated or actual breach in any court of competent jurisdiction, without the necessity of posting a bond even if otherwise normally required. Such injunctive relief shall in no way limit the Soren Technologies' right to obtain other remedies available under applicable law. No failure or delay by Soren Technologies in enforcing any right, power, or privilege created in this Agreement shall operate as an implied waiver thereof, nor shall any single or partial enforcement thereof preclude any other or further enforcement thereof or the enforcement of any other right, power, or privilege.
  • Customer Representation. Customer represents and warrants to Soren Technologies that:
    • Customer owns all right, title, and interest in and to, or has full and sufficient right and authority, to use and display the Customer's Data, and to permit the Customer's Data to be displayed, copied, distributed, developed, and published as contemplated by this Agreement;
    • Customer's Data shall not contain any Prohibited Data, viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs;
    • Customer has developed and implemented a current and effective HIPAA compliance program.
    • As of the Effective Date, Customer:
      • Is not currently, or has not been the subject of any investigation conducted by any federal or state enforcement agency including, without limitation, an investigation involving compliance with healthcare regulations;
      • Has not been a defendant in any qui tam/false claims act litigation;
      • Has not been served with or received any written search warrant, subpoena, civil investigative demand, or contact letter from any federal or state enforcement agency related to Customer business operations;
      • Is compliant with all HIPAA provisions applicable to Customer; and
      • Is and shall continue to be in compliance with all applicable laws relating to Customer's relationships with physicians.
  • Warranty.
    • EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED AS-IS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOREN TECHNOLOGIES MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE SERVICE. SOREN TECHNOLOGIES EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL WARRANTIES ARISING FROM CONDUCT, COURSE OF DEALING, OR CUSTOM OF TRADE, AND ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT.
    • SOREN TECHNOLOGIES DISCLAIMS AND MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE RESULTS, DATA, OR OTHER INFORMATION OBTAINED, GENERATED OR OTHERWISE RECEIVED BY CUSTOMER FROM ACCESSING OR USING THE SERVICE OR OTHERWISE RESULTING FROM THIS AGREEMENT.
  • Limitation of Liability.
    • UNDER NO CIRCUMSTANCES SHALL SOREN TECHNOLOGIES BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, OR BUSINESS INTERRUPTION) ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SOREN TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
    • SOREN TECHNOLOGIES' AGGREGATE LIABILITY HEREUNDER SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CUSTOMER TO SOREN TECHNOLOGIES PURSUANT TO THIS AGREEMENT FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE GIVING RISE TO ANY SUCH CLAIM.
    • THE LIMITATIONS SET FORTH ABOVE APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE PARTIES HAVE AGREED THAT THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  • Miscellaneous.
    • Whenever under the provisions of this Agreement, notice is required or permitted to be given by: (i) Soren Technologies it shall be made by email and shall be deemed effective when sent; and (ii) Customer it shall be in writing, in English, and shall be deemed effective either when delivered: (a) personally; (b) by courier (either messenger service, FedEx, UPS or DHL); (c) by facsimile machine with printed transmittal confirmation sheet (but only if a fax number is set forth below or if Soren Technologies shall hereafter designate in writing a fax number to Customer); or (d), by registered or certified mail with postage prepaid, return receipt requested. Notwithstanding anything to the contrary set forth in this Agreement, notices delivered on a Saturday, Sunday or legal holiday at the recipient's location shall be effective on the next business day at the recipient's location. To be effective, all notices, except notices by fax and email, must be addressed to the Party for whom the notice is intended or to such other addresses as a Party shall hereafter designate in writing to the other Party.
      • If to Soren Technologies to:
        817 S University Drive, #106
        Ft. Lauderdale, FL 33324
    • This Agreement contains the sole and entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any and all other prior or contemporaneous written or oral agreements or understandings between them with respect to the subject matter contained in this Agreement.
    • No amendment, waiver, or modification of this Agreement or any provision of this Agreement shall be valid unless in writing, stating with specificity the particular amendment or modification to be made, and duly executed by the Parties.
    • Nothing contained in this Agreement shall cause the failure of either Party to insist upon strict compliance with any covenant, obligation, condition, or agreement contained in this Agreement to operate as a waiver of, or estoppel with respect to, any such covenant, obligation, condition or agreement. Waiver by any Party of any breach of any provision of this Agreement shall not be considered as, nor constitute a continuing waiver or waiver, breach or cancellation of, any other breach of any provision of this Agreement.
    • The Parties agree not to make any disparaging remarks of any kind or nature about the other Party to any person.
    • In the event of litigation between the Parties to enforce the provisions of or with respect to this Agreement, Soren Technologies shall be entitled to reimbursement for reasonable attorneys' fees and costs at trial and on appeal by Customer.
    • The Parties to this Agreement agree that all of the provisions of this Agreement are to be construed as covenants and agreements as though the words imparting such covenants and agreements were used in each separate provision of this Agreement.
    • The Parties have entered into this Agreement solely for their own benefit. They intend no third person or Party to be able to rely upon nor enforce this Agreement nor any part of this Agreement.
    • Customer shall not assign rights or interests, or delegate duties under this Agreement without the prior written consent of Soren Technologies. Any purported assignment or delegation violating this Section shall be void.
    • This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, administrators, successors, and assigns.
    • If any time period set forth in this Agreement expires on other than a business day in Broward County, FL (i.e., on a Saturday, Sunday or legal holiday), such period shall be extended to and through the next succeeding business day in Broward County, FL.
    • This Agreement and the interpretation of this Agreement's terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to Florida's conflicts of laws rules.
    • The Parties consent to the exclusive jurisdiction of the Supreme Court of the State of Florida and the United States District Court for the Southern District of Florida with respect to any disputes, claims, controversies or other actions or proceedings arising under this Agreement and agree that exclusive venue for any such action shall lie in Broward County. The Parties hereto hereby waive any and all rights to commence any action or proceeding before any other court or judicial body or in any other venue with respect to the subject matter hereof.
    • The Parties may execute and deliver this Agreement in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed to be one agreement.
    • If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, administrative agency or as a result of future legislative action, such holding or action shall be strictly construed and the unenforceable provision shall be deemed severable from the remainder of the Agreement to the extent permitted by law, and the validity or effect of any other provision of this Agreement shall remain binding with the same effect as though the void parts were deleted.
    • Except for Customer's obligation to pay fees and expenses to Soren Technologies, neither Party shall be liable for any delay in performing its obligations under this Agreement, if such delay is caused by circumstances beyond the Parties' reasonable control, including without limitation, any delay caused by any act or omission of the other Party, acts of God, war, terrorism, floods, windstorm, labor disputes, or delay of essential materials or services. The delayed Party shall promptly notify the other Party of the reasons for and the likely duration of the delay, whereupon an extension of time equal to the period of delay, but not greater than ninety (90) days, shall be granted to the delayed Party. If the period of the delay shall exceed ninety (90) days, then the non-delayed Party may cancel further performance of the delayed obligation without any penalty whatsoever.
    • The following Sections shall survive termination or expiration of this Agreement: 3, 5, 6.3, 7, 8.3, 8.4, Error! Reference source not found. 9 through and including 13, and 14. In addition, all provisions of this Agreement shall survive the termination or expiration of this Agreement to the fullest extent necessary to give the Parties the full benefit of the bargain expressed in this Agreement and of the intent contemplated under this Agreement.

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