Fusion End User License Agreement
This Clariti Fusion End User License Agreement (“Agreement”) is entered into by and between Clariti Health, LLC, a Connecticut Corporation (“Clariti”, “we”, ”our” and ”us”) and your organization (“Client”, “you”, and “your”) , individually a “Party,” collectively, the “Parties. This Agreement describes your rights and responsibilities when using our integration platform (“Fusion”) and combined with the Sales Order(s), or a written agreement with Clariti if that pertains, the Client Terms of Service, Privacy Policy and the HIPAA Business Associate Agreement together form the binding Contract (the “Contract”). The Agreement becomes effective immediately upon execution of the Fusion Sales Order and shall remain in effect until this Agreement terminates or the Contract has expired or been terminated.
WHEREAS, SCRIPTSENDER (“ScriptSender”) is the developer and owner of a proprietary software program known as ScriptSender, a comprehensive solution that allows the Client’s staff to enable print drivers, already installed at their operating system level on their own computers, to direct data from their scheduling, billing system or E.H.R., in a format desired by Clariti, securely via the Internet to Clariti; and
WHEREAS, Clariti is an authorized distributor of ScriptSender under the product name Fusion; and
WHEREAS, Client desires to license Fusion from Clariti under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the recitals and the mutual covenants herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. License Grant. Subject to the following terms, you are granted with a perpetual license to use Fusion, which includes multiple software components developed by Clariti and ScriptSender, and may also include or rely on third-party open-source software licensed under the GNU General Public License. Fusion is not open-source, and may not be redistributed, except as authorized. You are licensed to run only a single instance of Fusion unless explicitly authorized to run multiple instances by a Sales Order that specifically authorizes such use. This Agreement applies to all updates, supplements, patches, and add-on components of Fusion that Clariti may provide to the Client.
2. Intellectual Property Rights. Fusion and its components, logic, interfaces and logos are owned by Clariti and ScriptSender and other licensors and are protected under copyright law and under other laws as applicable. Title to Fusion and any component, or to any copy, modification, or merged portion shall remain with Clariti and ScriptSender and other licensors, subject to the applicable license. The “ScriptSender” trademark and logo are registered trademarks of ScriptSender in the U.S. and other countries. This Agreement does not permit you to distribute Fusion or its components.
3. Implementation and Technical Support. Clariti agrees to use commercially reasonable efforts, via phone or email, to promptly implement Fusion, provide staff training, and provide Client with answers to questions regarding the installation and use of Fusion during Clariti’s normal support hours. Technical support does not include travel to the Client’s location unless Clariti deems it necessary to do so.
4. Representations and Limited Warranty. Client represents and warrants that it has validly entered into the Agreement and has the legal power to do so. Client further represents and warrants that it is responsible for the conduct of its staff and their compliance with the terms of this Contract and the User Terms. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
5. Limitation of Remedies and Liability. IN NO EVENT WILL EITHER CLIENT OR CLARITI HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT WILL EITHER CLIENT’S OR CLARITI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING HAS NO EFFECT ON CLIENT’S PAYMENT OBLIGATIONS FOR THE SERVICES.
6. Invoicing and Payment Terms. The Fees are specified in your Sales Order. Clients are invoiced in advance each month based on their expected case volume. Fees must be paid in advance and payment obligations are non-cancellable or refundable, except as expressly stated in the Contract. Invoices are delivered via email and full payment is expected within thirty (30) days from the invoice date. Clients may pay by credit card, check or ACH. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Client will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.
7. Non-Payment. If any fees owed to us by Client, excluding any amounts disputed reasonably and in good faith, are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, discontinue Client access to Fusion until those amounts are paid in full, so long as we have given Client ten (10) or more days’ prior notice that its account is overdue. In addition, Clariti will apply a monthly late fee of 1.5% or a minimum of $15.00 (or the greatest amount allowed by state law) for any payment more than fifteen (15) days delinquent. Client shall be responsible for all collection and legal fees necessitated by lateness or default in payment. Suspending access for non-payment does not relieve Client of their full subscription payment responsibilities.
8. Termination. This Agreement is effective until terminated. This Agreement will terminate if Clariti finds that you have violated any of the terms of this License Agreement or if the Contract is terminated or expires. No waiver of any breach of any provision of this License Agreement by Clariti shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and no waiver shall be effective unless it is made in writing and is signed by an authorized representative Clariti. All provisions relating to payment responsibilities and proprietary rights shall survive the termination of this License Agreement.
9. Assignment. Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law nor otherwise, without the prior written consent of the other party, which will not be unreasonably withheld. Notwithstanding the foregoing, either party may assign the Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10. Modifications. Over time we may change this Agreement. If we make a material change to the Agreement, we will provide Client with reasonable notice prior to the change taking effect via email to the Client’s current contact email address. You can review the most current version of this Agreement at any time by visiting our web site. A materially revised Agreement will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If the Client accesses or uses Fusion after the notice date, that use will constitute Client’s acceptance of any revised terms and conditions.
11. Force Majeure. Neither us nor Client will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
12. General. If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall not be affected. Any claim, controversy or dispute arising under or relating to this Agreement shall be governed by the laws of the State of Florida and of the United States, without regard to any conflict of law’s provisions.
Contact – Please feel free to contact us if you have any questions about this Agreement or the Contract. You may contact us at [email protected], by phone 844.696.6741, or mail to Clariti Health 26 Bayberry Lane Branford, CT 06405.