REVIEWMD, LLC SERVICES AGREEMENT
This ReviewMD Service Agreement (“Agreement”) is between ReviewMD and the Customer, each a “party” and together the “parties.” This Agreement governs Customer’s access and use of the Services and is a legally binding and enforceable contract. By purchasing, using, or accessing any ReviewMD Service, Customer acknowledges it has read, understands and agrees to be bound by the Agreement, including any documents and policies that are incorporated herein by reference. The individual accepting the Agreement on behalf of Customer represents that s/he has the authority to bind such entity to the Agreement. This Services Agreement specifically incorporates by reference the Mutual Non-Disclosure, Non-Use and Confidentiality Agreement (as provided for in Section 9) and references to this “Services Agreement” shall be interpreted to include the Mutual Non-Disclosure, Non-Use and Confidentiality Agreement.
Client and its owners hereby grant to RMD, for the duration of the initial term of this Agreement, the exclusive right, at the location of the RMD Services or at any new clinics Client or its owners may create or acquire during the term of this Agreement, (i) to participate in all services as described in Exhibit “A” subsequent to the Effective Date of this Agreement.
Client hereby engages RMD and RMD accepts such engagement to assist Client in the performance and delivery of a Customer Experience and Review Subscription Service, as described on Exhibit “A” hereto (the “RMD Services”).
RMD shall provide the RMD Services on the Client’s premises and cooperate with the Client in providing the RMD Services to the Patients at the instruction of the physicians, midlevels, and staff employed by the Client. Client understands, acknowledges and agrees that onboarding and implementation of the Services may take up to 8 hours over a 4 week period of time. Client’s reasonable and timely participation in the onboarding process is a vital component of delivering the Services and any delays in this process caused by Client will not affect the duration of any agreement and will not provide a basis for non-payment or termination. Client shall at all times have control over, and be responsible for, the services rendered hereunder.
RMD shall provide:
Supplies and Equipment. RMD will provide all supplies and equipment necessary to provide the RMD Services. Any equipment or supplies provided by RMD for use in providing the RMD Services will remain the sole property of RMD and shall be used solely to provide RMD Services.
Training and Training Resources. RMD will provide the Client with product training on the Customer Experience & Reputation Marketing Services. RMD will train all existing staff and new staff as needed.
By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of ReviewMD Technology. Client agrees that ReviewMD (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Suggestions (as defined below) provided by ReviewMD (collectively, “ReviewMD Technology”) (which is deemed ReviewMD’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, ReviewMD exclusively owns and reserves all right, title, and interest in and to ReviewMD’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services.
If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to ReviewMD (collectively, “Suggestions”), Client hereby grants ReviewMD a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Suggestions in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits ReviewMD’s right to independently use, develop, evaluate, or market products, whether incorporating Suggestions or otherwise.
ReviewMD may, from time to time, contract with a third party to facilitate certain features of the Services. ReviewMD may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s), Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless ReviewMD expressly agrees otherwise in a signed writing, ReviewMD (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data.
Except as provided expressly herein, all ReviewMD Technology and related services, materials, and content available through the ReviewMD Technology are provided on an “As Is” Basis. ReviewMD makes no representation, warranty, or guarantee that ReviewMD technology will meet Client’s requirements or expectations.
(a) Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws.
(b) Client understands and agrees that RMD’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and willingness to use the RMD services.
RMD and Client acknowledge that they entered into a Mutual Non-Disclosure, Non-Use and Confidentiality Agreement concurrent with the execution of this Services Agreement. RMD and Client specifically ratify the terms of such agreement and incorporate the terms of such agreement as if fully restated as an exhibit hereto.
Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know, provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
Fees. Client agrees to pay to ReviewMD the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the terms of this Agreement, and payment for all Fees is due within five (5) days of the invoice date.
Payment of Fees. All Subscription Fees will be paid Monthly in advance. Subscription Fees are non-refundable and non-creditable. If the payment method selected on Client’s Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes ReviewMD to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term.
As full consideration for all RMD Services, Client shall pay to RMD during the term of this Agreement, by Client for RMD Services) attributable to such RMD Services.
Amounts owed under this Section shall be due upon receipt of an invoice, or in any event no later than five (5) business days after receipt. Invoices shall be delivered monthly. Client hereby agrees to exclusively utilize RMD’s online payment system to transfer payment directly from Client to RMD when due through an online portal, an Automated Clearing House (“ACH”) transaction. Should Client desire to make a credit card payment, a Three Percent (3%) surcharge will be added to the payment to pay for the cost of the credit card processing. Late charges will commence beginning twenty-one (21) days after an invoice is due and will accrue at a rate equal to the lesser of 1.5% per month or the greatest nonusurious rate allowed under applicable state law until the outstanding balance is paid in full. All payments made by Client shall apply to the oldest outstanding invoice first.
13.1. Term.
This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. The initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least two (2) months before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to Support@GoogleReviewMD.com
13.2. Suspension of Services.
ReviewMD may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if Client’s account is overdue. ReviewMD will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period.
13.3. Termination
Either party may terminate this Agreement, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; If Client terminates during the Subscription Term for any reason, Client will be responsible for the Fees due for the entire Subscription Term.
13.4. Effect of Termination.
Upon any expiration or termination of this Agreement (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related ReviewMD Technology) and delete (or, at ReviewMD’s request, return) any and all copies of any ReviewMD documentation, scripts, passwords or access codes, and any other ReviewMD Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease. If ReviewMD terminates this Agreement for cause as provided in Section 8.3 (Termination), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client.
Both Parties will also mutually agree to the Business Associates Agreement referenced in the Master Terms of Service Agreement Section 2.4.2.
Each of the Parties hereby represents and warrants to the other that this Services Agreement has been duly authorized, executed by reference in the ReviewMD Customer Agreement and that this Services Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. Should either Party commence any action, suit or other proceeding to enforce this Services Agreement, the prevailing party in any such action, suit or other proceeding shall be entitled to recover its attorneys’ fees and expenses incurred in connection therewith from the other party as identified herein.
Any notices which are permitted or required to be given hereunder shall be sufficient if in writing and shall be deemed given when hand delivered or upon receipt after deposit in the U.S. mail, mailed certified mail, return receipt requested or any delivery service, with signature required to the respective addresses of the parties.
Failure to insist upon strict compliance with any provision of this Services Agreement shall not operate as a waiver of breach or estoppel with respect to any subsequent or other failure; nor shall such failure to act constitute or be construed or interpreted as a modification or amendment of this Services Agreement.
This Services Agreement shall be governed and controlled by the laws of the State of Georgia, without reference to its conflicts of laws principles.
The Parties agree to use good faith efforts to resolve any dispute, controversy or claim arising out of or in connection with, or relating to, this Services Agreement or any breach or alleged breach hereof (“Dispute”) promptly and fairly. At either Party’s unilateral election, such Dispute shall be submitted to and resolved by arbitration in the City of Atlanta, State of Georgia, pursuant to the commercial arbitration rules then in effect of the Georgia Arbitration Act (or at any time or at any other place or under any other form of arbitration mutually acceptable to the parties so involved).
This instrument contains the entire agreement between the Parties regarding the engagement of RMD by the Client. It may not be changed orally, but only by an agreement in writing, signed by the Party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
