NurseGrid SaaS Service Master Services Agreement
- This Agreement is effective on the date Business Subscriber clicks to subscribe to the Services (the “Effective Date”) and continues for the duration of Business Subscriber’s chosen subscription as defined in the applicable Order Form (the “Term”), unless earlier terminated as set forth herein. At the end of the initial Term, this Agreement with automatically renew for a Term of equal duration unless either party provides at least 30 days’ written notice of non-renewal to the other party or otherwise terminates this Agreement in accordance with this MSA.
- Subscription Fees and Payment. Business Subscriber hereby agrees to pay all charges and fees as set forth in the Subscription Services Form or Order Form for access to the Services (“Subscription Fee”). Business Subscriber shall pay all Subscription Fees for the initial Term on or before the Order Form effective date. Upon automatic renewal of the Term, Business Subscriber will be automatically invoiced for Subscription Fees applicable to the renewal Term, with each invoice due and payable within ten (10) calendar days after the invoice date. Business Subscriber shall make all payments hereunder in U.S. dollars by credit card via our online payment portal or to such other address or methods as we may specify in the Order Form, invoice, or otherwise in writing from time to time. If Business Subscriber removes an Authorized User, or the Authorized User cancels their subscription to the Services, such cancellation is effective at the end of the then-current billing period. We reserve the right to change our subscription levels and features offered or adjust our Subscription Fees or any components thereof in any manner and at any time by giving Business Subscriber thirty (30) days’ written notice of such change, at which time the Order Form will be deemed amended accordingly.
If Business Subscriber fails to make any payment when due then, in addition to all other remedies that may be available to us: (a) we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Business Subscriber shall reimburse us for all costs we incur in collecting any late payments or interest, including reasonable attorneys’ fees, court costs and collection agency fees; and (c) if such failure continues for ten (10) or more days following written notice thereof, we may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Business Subscriber, its Authorized Users, or any other person by reason of such suspension.
- No Employment Relationship. Business Subscriber acknowledges and agrees that this MSA does not create an employer-employee relationship between Company, Business Subscriber and/or any Authorized User in any manner, and that neither Business Subscriber nor any of its Authorized Users will be entitled to participate in and/or receive any benefits from Company under any circumstances. Business Subscriber further acknowledges and agrees on behalf of itself and its Authorized Users that Company has no obligation to withhold any income or other payroll taxes on its behalf and that Business Subscriber is solely responsible for compliance with all state, federal, and local laws pertaining to the withholding and payment of taxes upon any compensation Business Subscriber or its Authorized Users may pay or receive related to use of the Services. Without limiting the generality of this paragraph, Business Subscriber hereby agrees that under no circumstances shall Company be liable for or a party to any matter between Business Subscriber and its Authorized User related to employment issues or any other type of dispute. Business Subscriber shall indemnify, defend, and hold harmless Company from and against any losses that Company incurs as a result of any breach of Business Subscriber’s obligations under this provision.
- Support and Maintenance. Company may, upon request by Business Subscriber and at our sole discretion, provide maintenance or support services to Business Subscriber pursuant to a separate license or services agreement in exchange for consideration in the form of a fee. Business Subscriber acknowledges and agrees that Company has no obligation to (a) provide updates, upgrades, bug fixes or modifications to the Services or (b) maintain or support the Services for the unique benefit of Business Subscriber.
- Limit access to the Services to its Authorized Users, and to notify us immediately if Business Subscriber becomes aware of any unauthorized use of or access to the Services.
- Use the Services only in a manner that complies with all laws, ordinances, or governmental rules or regulations to which Business Subscriber and its Authorized Users are subject, including without limitation laws governing intellectual property, consumer privacy, export controls, labor and employment, and taxes (collectively, “Applicable Laws”) and all policies and protocols governing use of the Services, including without limitation the NurseGrid Privacy Notice. Business Subscriber is solely responsible for its and its Authorized Users’ compliance with all Applicable Laws and our policies and protocols. We cannot and will not be responsible for any use of the Services in a manner that violates Applicable Laws or our policies and protocols.
- Obtain and maintain in effect all licenses, certificates, permits, franchises, and other governmental authorizations necessary to perform any work or conduct any business via or related to Business Subscriber’s use of the Services.
- Be solely responsible for all acts and omissions of its Authorized Users (including contractors) in connection with their use of the Services.
- Obtain and maintain all hardware and equipment needed to access and use the Services, and be solely responsible for all telephone, internet, and maintenance charges related thereto.
- Not (i) rent, lease, distribute, sell, sublicense, or transfer to any third party all or any part of its right to access and use the Services; (ii) reverse engineer, disassemble or decompile the Services or any applications associated with the Product or Service; (iii) modify the Services; (iv) use the Services to create, receive, maintain, or transmit any information that would be considered Protected Health Information under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), 45 CFR 160.103; (v) use the Services for unlawful purposes; or (vi) permit Authorized Users or any other party from doing any of the preceding.
- Business Subscriber acknowledges and agrees that the Services contain Company’s confidential and proprietary information, and Business Subscriber agrees that it will not disclose such information to any party or use the information contained on the Services in any manner or for any purpose except in accordance with this MSA. This paragraph shall survive termination or expiration of this MSA with respect to any such information Business Subscriber retains thereafter.