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Subscription Services Addendum

This Subscription Services Addendum (“Addendum”) is an addendum to, is a part of, and incorporates by reference the Healthcare Provider User Agreement (“User Agreement”) between Veradigm LLC., a North Carolina limited liability corporation (“Veradigm,” “we” or “us”) and the Provider of Record (“you” or “your”). If you are not the Provider of Record, you represent that you are the Authorized Representative of the Provider of Record.

BY CLICKING “I AGREE,” OR SIGNING UP FOR THE SUBSCRIPTION SERVICES (AS DEFINED BELOW), OR BY ACCESSING THE SUBSCRIPTION SERVICES, YOU ARE ENTERING INTO THIS ADDENDUM AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. Please read this Addendum carefully, and do not complete the order for the Subscription Services, enter your payment information or use the Subscription Services if you are unwilling or unable to be bound by this Addendum and the User Agreement.

  1. DEFINITIONS
    For the purposes of this Addendum, the terms set forth in this Section 1 have the meanings assigned to them below. Terms not defined below or in the body of this Addendum (whether or not capitalized) have the definitions given to them in the User Agreement, and if not defined therein, the definitions given to them in HIPAA.
    1. “Order” means the online order form and summary for the Subscription Services specifying your subscription to the Services, which may detail, among other things, the number of licenses ordered by you under your subscription to the Services and the applicable fees.
    2. “Subscription Services” means the Services that are made available by us to you, ordered online by you and set forth in the Order.
    3. “Subscription Term” has the meaning set forth in Section 6.1.
  2. GRANT OF RIGHT
    1. Subscription. During the Subscription Term, and subject to your full compliance with the terms and conditions set forth in this Addendum, the User Agreement and our Policies and Procedures, we grant to you and you accept a non-exclusive, personal, non-transferable (except as expressly permitted in Section 19.2 of the User Agreement), limited right to access and use the Services in furtherance of your internal business purposes, and a non-exclusive, personal, non-transferable, limited right to use any computer software or data furnished by us for access to or use of or in connection with the Services for your internal business purposes.
    2. Limited Access License. After the Subscription Term, we will provide to you, for a period to be determined by us at our sole discretion, a limited access account for you to view and download Your Information contained in your account for your internal business purposes. Accordingly, after the Subscription Term, we grant you and members of your Authorized Workforce a non-exclusive, personal, non-transferable limited right to access the Services on a limited basis solely to view and download Your Information in your account, subject to your full compliance with the terms and conditions sets forth in this Addendum, the User Agreement and our Policies and Procedures, and you hereby grant and make all rights, waivers and releases set forth in the User Agreement and this Addendum that are granted and made by the person addressed as “you” in the User Agreement and Addendum, but you are entitled to none of, and hereby waive and agree not to exercise or assert any of, the rights, remedies or benefits under the User Agreement or this Addendum other than the limited, non-exclusive, non-transferable, personal right under this Section 2.2 to sign-in to the Services to view and download Your Information. Notwithstanding the applicable provisions at Section 16 of the User Agreement, you also acknowledge that this Limited Access License to the Services may be terminated by us at any time, for any reason or no reason at all, with or without notice.
    3. Restrictions. In addition to complying with the terms, conditions and restrictions set forth in the User Agreement and this Addendum, you agree not to and shall ensure that each member of your Workforce shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party; (b) modify, adapt, or hack the Subscription Services or otherwise attempt to gain unauthorized access to the Subscription Services or related systems or networks; (c) use the Subscription Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (d) use the Subscription Services to send unsolicited or unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (e) use the Subscription Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (f) use the Subscription Services in any manner that interferes with or disrupts the integrity or performance of the Subscription Services and its components; (g) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Subscription Services; (h) use the Subscription Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (i) use the Subscription Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; or (j) attempt to use, or use the Subscription Services in violation of this Addendum and the User Agreement.
  3. OUR RESPONSIBILITIES
    Subject to the terms and conditions set forth in this Addendum, your Order and the User Agreement, we will (a) make the Subscription Services available to you, (b) provide applicable standard support for the Subscription Services to you, and (c) use commercially reasonable efforts to make the Subscription Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we shall give advance electronic notice if feasible), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example and without limitation, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, denial of service attack or other circumstances set forth in the User Agreement.
  4. USE OF SUBSCRIPTION SERVICES
    1. Subscriptions. Unless otherwise provided in your Order, the Subscription Services are provided to you on a subscription basis. You may add additional subscriptions during the Subscription Term and at our sole discretion, we reserve the right to (a) prorate additional subscriptions for the portion of the Subscription Term remaining at the time the subscriptions are added, and/or (b) require that any added subscriptions be terminated on the same date as or different date from the underlying subscriptions.
    2. Usage Limits. Subscription Services are subject to usage limits, including, for example and without limitation, the quantities of licenses specified in your Order. Unless otherwise specified, a quantity in an Order refers to the number of licenses subscribed to by you. Subject to any limitation on the number of individual licenses under the applicable Order to which you subscribed, access to and use of the Subscription Services is restricted to the specified number of individual licenses permitted under your subscription Order. If you need to increase your contractual usage limit, you will need to execute an Order for additional licenses for the Subscription Services.
    3. Your Responsibilities. You will (a) be responsible for your and members of your Workforce’s compliance with this Addendum, your Order and the User Agreement, (b) be responsible for the accuracy, quality and legality of your use of the Subscription Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Subscription Services, and notify us promptly of any such unauthorized access or use, and (d) use Subscription Services only in accordance with this Addendum, your Order, the User Agreement and applicable laws and government regulations. You and your Workforce shall only use the Subscription Services in furtherance of your internal business purposes as expressly permitted by this Addendum, your Order and the User Agreement. As between you and us, you are responsible for compliance with the provisions of this Addendum, your Order and the User Agreement by you and each member of your Workforce for any and all activities that occur under your and their account. You also maintain all responsibility for determining whether the Subscription Services or the information generated thereby is accurate or sufficient for your purposes. You agree and acknowledge that you are and will be in compliance with Section 3.9 of the User Agreement with respect to your Authorized Workforce. You and members of your Authorized Workforce are responsible for maintaining the confidentiality of all Credentials for your account and their account.
  5. FEES AND PAYMENT FOR SUBSCRIPTION SERVICES
    1. Fees and Refunds. You will pay all Service Fees for the Subscription Services as specified in your Order and in accordance with this Addendum. Except as otherwise specified herein or in an Order, (i) Service Fees for the Subscription Services are due in advance, either monthly or as otherwise specified in the Order; (ii) Service Fees for the Subscription Services are based on the number of licenses to the Subscription Services and Subscription Term purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) quantities of licenses purchased cannot be decreased during the relevant Subscription Term. All fees are in United States Dollars. Except for your termination for cause under Section 6.2, if you terminate your Subscription to the Services prior to the end of your then effective Subscription Term or we effect such termination or cancellation for cause pursuant to Section 6.2 of this Addendum, in addition to other amounts you may owe us, you must immediately pay any then unpaid Service Fees associated with the remainder of such Subscription Term. This amount will not be payable by you in the event you terminate your Subscription to the Services as a result of a material breach of this Addendum by us, provided that you provide advance notice of such breach to us and afford us not less than thirty (30) days to reasonably cure such breach as provided for in Section 6.2 herein. We may change our Service Fee structure at any time upon thirty (30) days’ notice to you.
    2. Payment and Recurring Billing. You will provide us with valid and updated credit card information in order to purchase a subscription to the Subscription Services. All payment must be made from a payment source on which you are the named account holder. You authorize us to charge such credit card in advance on a monthly basis prior to the beginning of each month or as otherwise set forth in the Order for the Subscription Services in the amount set forth in the Order for the Subscription Term until your Subscription to the Services terminates. Unless otherwise stated in the Order, your credit card will be charged for all Subscription Services listed in the Order upon the commencement of the Initial Subscription Term and any Renewal Subscription Term(s). You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. Failure to provide complete and/or accurate billing and contact information may result in the suspension or termination of the Subscription Services. Payments made by credit card, debit card or certain other payment instruments for the Subscription Services are billed and processed by our third party service provider.
    3. Overdue Charges. Fees not paid within ten (10) business days of the due date are subject to a late charge of five percent (5%) of the amount owing and interest thereafter at the rate of one and one-half percent (1.5%) per month on the outstanding balance, or the highest amount permitted by law, whichever is lower. Failure to pay fees within ten (10) days of the due date may result in termination or suspension of access to the Subscription Services without notice. A reconnection fee equal to one (1) month’s Service Fees shall be assessed to re-establish connection after termination due to non-payment.
    4. Suspension of Service. If any amount owed by you under this Addendum for the Subscription Services is overdue, including, without limitation, if your credit card information is not valid at the time your Service Fees are due, we may, without limiting our other rights and remedies, suspend your ability to access and use the Subscription Services until you provide us with valid credit card information and such amounts are paid in full. We may also suspend access to the Subscription Services by you or any member of your Workforce in accordance with Article 16 of the User Agreement.
    5. Taxes. Service Fees for Subscription Services are exclusive of taxes of all federal, state, municipal, or other government excise, sales, use, occupational, or like taxes now in force or enacted in the future (collectively, “Taxes”) and you agree to comply with Section 12.4 of the User Agreement and this Section 5.5. You are responsible for paying all Taxes associated with your Subscription hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this Section 5.5, we will charge your card and invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our net income.
  6. TERM; TERMINATION; MODIFICATION
    1. Subscription Services Term. The initial term of the Subscription Service shall be the term specified in your Order (the “Initial Subscription Term”). The Initial Subscription Term can also be found through your Subscription Services. Subscriptions will automatically renew for additional and successive one (1) month periods (each, a “Renewal Subscription Term,” the Initial Subscription Term and Renewal Subscription Term(s) shall be collectively known as the “Subscription Services Term”), unless you notify us or we notify you of the intention to not renew no later than thirty (30) days prior to the then current subscription term. We will provide you with notice of different pricing at least thirty (30) days prior to the applicable renewal term.
    2. Termination. Notwithstanding Section 6.1 and subject to Section 5.1, we or you may terminate this Addendum at any time without cause upon thirty (30) days prior written notice to the other Party. A Party may terminate this Addendum for cause (i) upon thirty (30) days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Notwithstanding anything to the contrary and for purposes of clarity, a termination of the User Agreement will automatically terminate this Addendum and your Order.
    3. Payment upon Termination. In no event will termination relieve you of your obligation to pay any fees incurred prior to the effective date of termination or as a result of the termination.
    4. Obligations After Termination. Upon termination of this Addendum, you will (i) cease all use of the Subscription Services, and (ii) pay the outstanding balance of any fees due to us. All provisions of the Agreement which, by their nature, should survive termination shall survive termination, including Sections 1, 5.1, 5.2, 5.3, 5.5, 6.3, 6.4, 7.1 and 7.2.
    5. Modification. We may update or change the Subscription Services or certain features and functionalities of the Subscription Services or the terms set forth in this Addendum from time to time. Accordingly, we recommend that you review this Addendum on a regular basis. You understand and agree that your continued use of the Subscription Services after the Addendum has been updated or changed constitutes your acceptance of the revised Addendum. Without limiting the foregoing, if we make a change to the Addendum that materially affects your use of the Subscription Services, we may post notice or notify you via email or our website(s) of any such change.
  7. MISCELLANEOUS
    1. Entire Agreement and Order Of Precedence. This Addendum together with your Order and the User Agreement constitute the entire agreement between you and us regarding the Subscription Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Addendum will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, unless stated otherwise, the order of precedence shall be: (1) this Addendum, (2) the Order, and (3) the User Agreement.
    2. Arbitration. Section 18.2 of the User Agreement shall include the following Sections of this Addendum: 2.1, 2.2, 2.3 and 4.3.