CareSmartz360 Solution
Terms and Conditions

1. Solution

The term CareSmartz360 Solution “Solution” includes CareSmartz360 Cloud-Based Application, CareSmartz360 mobile application for smartphone and tablet (iOS and Android), any third party software provided with this license, any services offered and includes any accompanying documentation (the “Documentation”). Subject to the terms of this Agreement, Caresmartz Inc. (“Caresmartz”) grants to Subscriber, and Subscriber accepts, a personal, non-exclusive, and non-transferable license to use the Products and Services offered in accordance with the Documentation.

2. License Type and Use.

The term CareSmartz360 Solution “Solution” includes CareSmartz360 Cloud-Based Application, CareSmartz360 mobile application for smartphone and tablet (iOS and Android), any third party software provided with this license, any services offered and includes any accompanying documentation (the “Documentation”). Subject to the terms of this Agreement, Caresmartz Inc. (“Caresmartz”) grants to Subscriber, and Subscriber accepts, a personal, non-exclusive, and non-transferable license to use the Products and Services offered in accordance with the Documentation.

A. Definitions:

  • Authorized User shall mean a collective reference to CareSmartz360 Managed and SaaS Hosted Users.
  • Hosted User Information shall refer to personally identifying information, such as the user’s name, provided by Hosted Users to CareSmartz360 hosted applications. Hosted User Information shall not mean or be interpreted to be Project Content; and
  • CareSmartz360 Content shall mean proprietary information, materials, databases and other content owned by or licensed to CareSmartz360, whether or not proprietary, which are made available to each hosted user through CareSmartz360 hosted application.
  • CareSmartz360 Hosted Software applications shall mean CareSmartz360’s software applications made available over the Internet by Caresmartz through managed hosting.
  • Project Content shall mean any content originally provided by Subscriber, or an authorized user, to CareSmartz360 Hosted Applications in the course of its normal use and operation. Project Content does not include Hosted User Information.

B. License(s):

  • Subscriber may use the Solution provided that a separate and valid SaaS license has been purchased under this Agreement.

3. Limitations on Use.

(a) Subscriber may not copy, rent, lease, sell, sublicense, assign, loan, time-share or otherwise transfer or distribute Solution or the Documentation.

(b) Specific third-party Suppliers may be identified in the Documentation which is sold or licensed by Caresmartz. Subscriber may be required to agree to additional terms and conditions specific to particular third-party Suppliers, as described in the Documentation, and are incorporated herein by reference. Caresmartz requires Subscriber to

  • Refrain from improper or unauthorized copying of the third-party Supplier product(s), or portions thereof, except for reasonable backup purposes; and
  • Refrain from any reverse engineering, decompile and/or disassembly of the third-party Supplier product(s), or portions thereof, save to the extent permitted under any relevant laws

(c) Specific third-party Suppliers may be identified in the Documentation which is sold or licensed by Caresmartz. Subscriber may be required to agree to additional terms and conditions specific to particular third-party Suppliers, as described in the Documentation, and are incorporated herein by reference. Caresmartz requires Subscriber to

4. Intellectual Property Rights

Subscriber acknowledges that Caresmartz or its Suppliers retain exclusive ownership of all copyrights, trademarks, patents and/or other intellectual property rights in and to the Solution. Subscriber is not granted any rights in the Solution other than the licensee rights.

5. Termination

This license automatically terminates if Subscriber fails to comply with any of the terms and conditions of this Agreement. Subscriber may terminate this license at any time by providing a 90 day notice. In addition to the terms and conditions of this Agreement Caresmartz can also terminate the agreement after providing 90 days notice. Caresmartz sells the company or the Solution to a third party the sale will be contingent on the third party’s agreement to comply with the terms and conditions of this Agreement and will be duly written into the sale Agreement. Caresmartz agrees to provide Subscriber with a reasonable notice of a pending sale of the company or the Solution.

6. Return of Subscriber Data and Confidential Data.

At the end of the Agreement Caresmartz will return or destroy data and confidential information belonging to Subscriber and confirmation of such destruction of confidential data (as applicable) will be made in writing.

7. Products and Services:

Caresmartz shall provide basic training with respect to the use of the Product Offering. We will also provide documentation to support client’s use of our product. The training shall include up to 120 minutes of training and support in first month of the Initial Term and 30 minutes of support in each additional month at no additional charge to client. Additional training needs to be purchased separately at the price of $1 per minute. Caresmartz will do best efforts (within reason) to make the Product Offering available 24 X 7. For planned downtime, Caresmartz will give at least eight hours notice. Planned downtime will be scheduled during the weekend hours, unless there is an emergency fix required to keep the application running. Caresmartz will not be held liable for any unavailability caused by circumstances beyond Caresmartz’s reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, hardware failures, or Internet service provider failures or delays. Caresmartz provides the Product Solution only in accordance with applicable laws and government regulations.

8. Disclaimer of Warranties

  • CareSmartz360 will perform as per the User Guide, and (ii) the functionality of our solution will not be materially decreased during a subscription term. In case of breach of this limited warranty, Caresmartz will either (1) correct the issue so that the Product Solution performs as warranted at no additional cost to Customer within a reasonable period of time or (2) refund fees paid to Caremartz for the Product Solution for the period of time after Customer gives Caresmartz written notice of the breach of such limited warranty and terminate this Agreement upon notice.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN , ALL OTHER WARRANTIES ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

9. Liability Exclusions and Limitations

IN NO EVENT SHALL CARESMARTZ OR ANY SUPPLIER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF USE OR INTERRUPTION OF BUSINESS), OR FOR LEGAL FEES, ARISING OUT OF THE USE OF THE SOLUTION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF CARESMARTZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT WILL CARESMARTZ’S AGGREGATE LIABILITY HEREUNDER EXCEED THE LESSER OF $100,000 OR THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.

This limitation shall apply not withstanding any failure or inability to provide the limited remedies set forth above.

10. Severability

Subscriber acknowledges and agrees that each provision of this Agreement that provides for a disclaimer of warranties or an exclusion or limitation of damages represents an express allocation of risk, and is part of the consideration of this Agreement. Invalidity of any provision of this Agreement shall not affect the validity of the remaining provisions of this Agreement.

11. Data Collection

Caresmartz may provide directly, or through qualified third parties, corrective and preventative technical support services under the terms of this Agreement. Subscriber expressly consents to the provision and collection of certain Subscriber information and data in connection with the services. The personal information Caresmartz collects will be used by Caresmartz, and its third party suppliers, to

  • provide the technical support service(s) or the transaction(s) Subscriber has requested or authorized;
  • be used to request additional information on feedback that Subscriber provides about the product or service that Subscriber is using;
  • to provide critical updates and notifications regarding the pre-release software; or
  • to improve the product or service, i.e. fixing reported product issues. Subscriber expressly consents to Caresmartz permitting certain third parties and consultants that it retains to perform services on its behalf to access Subscriber’s information and data solely to perform the services for Subscriber. The Subscriber is responsible for providing any required notices and/or obtaining any required consents relating to collection and use of such data (including any such consent necessary for Caresmartz to provide these services). The Subscriber is responsible for taking the steps necessary to ensure that the Subscriber’s use of the services complies with applicable laws, regulations, and codes of practice.

12. General

This Agreement is governed by the laws of the State of New York without application of its conflicts of law principles.