Please ensure you have thoroughly read all the terms and conditions of Curenta. Curenta is in the business of providing Software as a Service (“SaaS”) Solutions and other ancillary or related products such as Curenta Senior Living SaaS that includes direct communication to connected providers, medication management, Emar solutions, charting, task management, and billing management.
You may be referred to as “Company” or “You” or “Party”. Curentamay be referred to as “Curenta” or “Service Provider” or “We”.
The accepted Terms &Conditions along with any signed Order Form/s, in addition to any officialcorrespondences between parties, constitute an integral part of the agreement between the Parties.
The use of Curenta services is conditioned upon your acceptance of the Business Associate Agreement (BAA) along with these terms and conditions, and by signing the correspondent “Order Form” you agree that you are bound by these terms and conditions, and you further agree that you will not use Curenta services for any purpose if you disagree with any of these terms and conditions. PLEASE READ AND INDICATE YOURACCEPTANCE BY CLICKING THE “AGREE” CHECKBOX BELOW. IF YOU DO NOT AGREE, DO NOTUSE THE SERVICES.
License Fees: Unless stated otherwise in the Quotes/Order Forms, the license fees outlined in the Quotes/Order Forms shall be effective for twelve months (12)starting from the Effective Date. After this period, Curenta may modify the fees upon sixty (60) days' notice.
AdditionalFees: Curenta reserves the right to charge additional fees for theimplementation of additional functionality, workflows, or integrations electedby Company in the future by executing additional Quotes/Order Forms.
MonthlyPayments: Company shall remit monthly payments to Curenta based on the feesspecified in Quotes/Order Forms and associated invoices. Payments shall bebased on the greater of the Minimum Monthly Fee or the Actual Bed Count acrossall Companies serviced by Curenta, whether through Curenta's SaaS or any otherintegration.
Adjustmentof Subscription Fee: If the Company requests an increase in its licensed bedcount and receives state approval, the subscription fee will be adjustedaccordingly. Company shall inform Curenta in writing of any changes to thelicensed bed count, and the adjusted fees will be reflected in the next billingcycle's invoice.
PaymentAuthorization: Company shall provide a valid credit card, ACH payment systeminformation, bank account information authorized for automatic bill paying, orother acceptable payment method to Curenta. By executing the Order Form/s,Company authorizes Curenta to automatically charge the provided payment methodfor all monthly Subscription & Activation fees throughout the term of theOrder Form/s.
Invoicingand Payment: Curenta shall commence monthly invoicing on the first of eachmonth, starting 30 days after the Effective Date of the Order Form/s. Invoicesshall be issued in accordance with the relevant Quote/Order Form. Companyagrees to make payments via automated clearing house or other electronicpayment method acceptable to Curenta. Company is responsible for providingaccurate billing and contact information and notifying Curenta of any changes.Company authorizes Curenta to share credit card information with its designatedpayment processor solely for fee collection purposes. Fees are non-refundableunder any circumstances.
PaymentTerms: Unless agreed otherwise, Invoiced charges are due within thirty (30)days from the invoice date unless otherwise stated in the Quote/Order Form. Ifpayments are not received promptly, charges may become due immediately uponinvoice issuance. Curenta reserves the right to suspend services and/or chargeinterest on overdue amounts at the maximum rate permitted by law.
FeeAdjustments: The fees set out in the Quote/Order Form shall remain effectivefor one year after the Effective Date. Curenta may increase fees upon providingsixty (60) days' notice to Company. Professional services fees, excluding thoselisted, are subject to Curenta's current standard service rates and may includereasonable out-of-pocket expenses.
Taxes:Fees exclude federal, state, provincial, sales, excise, use, goods andservices, and value-added or similar taxes. Company acknowledges itsresponsibility for payment of applicable taxes as invoiced by Curenta.
Data Collection and Use: Curenta shall have the right to collect and analyze data and other information related to the access, use, and performance of the services and related systems. Curenta may use such information and data to improve and enhance the services and for development, diagnostic, and corrective purposes.
New Products: Curenta may, at its sole discretion, modify, enhance, alter, and/or introduce new versions of the Company Offerings and/or new Company products("New Products") to provide improved functionalities, workflows, and features to Company customers. Upon commercial availability, Company may subscribe to such New Products by executing a Quote/Order Form at Curenta's then-current standard rates and any applicable product-specific addenda.
Data Classification and Ownership: Curenta owns all data within its software. However, Company acknowledges that any and all data residing within the SaaS system, including data contributed by Company, constitutes the health records of the residents under the care of Company. Therefore, Company retains ownership of such data. Upon termination of services between Company and Curenta, Company is responsible for retrieving any desired documentation within the SaaS system.
Company Data: "Company Data" refers to any data residing within the SaaS system that is received from Company, including all Confidential Information as defined later.
Encryption: Curenta agrees to encrypt all Company Data received from Company. Curenta's safeguards for protecting Company Data include limiting access to authorized personnel, securing business facilities and data centers, encrypting stored and transmitted Company Data, and ensuring segregation of Company Data from other types of information.
Compliance: Company is solely responsible for compliance with this Agreement, including all applicable schedules and addenda, by itself and its users.
User Access: Company is responsible for managing its users' identities and password combinations for accessing the Company Offering.
Legal Compliance: Company and its users must use the services in accordance with documentation provided by Curenta and all applicable laws, rules, and regulations, including those related to healthcare information such as the Health Insurance Portability and Accountability Act (HIPAA) minimum-necessary standard.
You agree not to: (i) use the Services in an unlawful way or for any unlawful purpose; (ii) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; (iii) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Services; (iv) use robots or scripts with the services;(v) attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter, defraud or create false results from any executable code, Information on or received through the services. Curenta may delete any Information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, and obscene or in violation of a copyright, trademark or other intellectual property or ownership right of any other person.
Definition: "Confidential Information" includes confidential information disclosed by a party to the other party, whether orally or in writing, which is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes the terms and conditions of all Quotes/Order Forms and this Agreement, business and marketing plans, technology and technical information, product plans and designs, and business processes. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to either party; (ii) was known to the receiving party prior to its disclosure without breach of any obligation owed to either party; (iii) is received from a third-party without breach of any obligation owed to either party; or (iv) was independently developed by the receiving party. Company may discuss with another party, in general terms, the types of services Curenta provides and Customer’s opinion of Curenta’s provision of these services.
Protection: The receiving party shall use the same degree of care to protect Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall:(i) not use any Confidential Information other than to exercise its rights to perform its obligations under this Agreement; and (ii) limit access to Confidential Information to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those set forth in this Agreement. Unless legally compelled to do so, neither party shall disclose the other party’s Confidential Information to any third party (other than its contractors, agents and their respective legal counsel) without the other party's prior written consent.
Representationsand Warranties: Each party represents and warrants to the other that: (i) ithas the full authority to enter into this Agreement and perform itsobligations; (ii) the execution and performance of this Agreement does not andwill not knowingly conflict with or result in a breach of any other agreementto which it is a party; (iii) this Agreement and all documents incorporatedherein have been duly executed and delivered by such party and constitute thevalid and binding agreement of such party, enforceable against such party inaccordance with their terms. Company represents and warrants that itsprocurement of Curenta’s services under this Agreement is neither contingentnor is it dependent on any oral or written comments made by Curenta regardingany future functionality or feature.
Company’sAcknowledgments: Company understands, acknowledges, and agrees that: (i)Company assumes all risk associated with Company’s use of SaaS Offering inrelation to the provision of health care and medical services and allapplicable laws, rules, and regulations related thereto; (ii) Company acceptsall updates to the Company Offerings including tools, utilities, improvements,or general updates to improve and enhance the features and performance of aCompany Offering; (iii) the Company Offerings are dependent on a number offactors beyond Curenta’s control, including but not limited to, the operationof hardware and network services provided by third parties; (iv) Curenta is nota health care provider and does not provide medical advice; (v) Curenta hasmade no representations or warranties that use of the Company Offerings willensure Company’s compliance with all applicable laws, rules, and regulations.
Curenta’sDisclaimer of Warranties: CURENTA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIESREGARDING THE COMPANY OFFERINGS, WHICH COMPANY AGREES AND EXPRESSLYACKNOWLEDGES ARE BEING PROVIDED “AS IS” WHETHER EXPRESS, IMPLIED OR STATUTORY,ORAL OR IN WRITING, ARISING UNDER ANY LAW, INCLUDING WITH RESPECT TO VALIDITY,NON-INTERRUPTION, ERROR-FREE OPERATION, MERCHANTABILITY, OR FITNESS FOR APARTICULAR PURPOSE. IN NO EVENT SHALL CURENTA BE LIABLE TO COMPANY OR ANY OTHERINDIVIDUAL OR ENTITY AFFILIATED WITH THE COMPANY FOR ANY CLAIM, LOSS, OR DAMAGEARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED TO THE OPERATION ORAVAILABILITY OF THE COMPANY OFFERINGS.
Indemnificationby Curenta: Curenta will defend Company from and against any claims, demands,suits, actions, proceedings, or judgments (collectively, “Claims”) made orbrought against Company by a third party alleging that Company’s use of aCompany Offering as permitted under this Agreement infringes or misappropriatesthe intellectual property rights of a third party (the “Infringement Claim”).Curenta will indemnify Company against the resulting direct damages andattorneys’ fees finally awarded against Company by a court of competentjurisdiction as a result of a court-approved settlement of an InfringementClaim, provided that Company must: (a) promptly give Curenta written notice ofthe Infringement Claim; (b) give Curenta sole control of the defense andsettlement of the Infringement Claim (provided that Curenta may not settle anyInfringement Claim unless the settlement unconditionally releases Company ofall liability); and (c) provide Curenta all reasonable assistance, at Curenta’sexpense. In the event of an Infringement Claim, or if Curenta reasonablybelieves that the applicable Company Offering may infringe or misappropriatethe rights of a third party, Curenta may in its discretion and at no cost toCompany: (i) modify the applicable Company Offering so that it no longerinfringes or misappropriates; (ii) obtain a license for Company’s continued useof the applicable Company Offering in accordance with this Agreement; or (iii)terminate this Agreement in accordance with its termination provisions.
Indemnificationby Company: Company agrees to defend, indemnify and hold harmless Curenta, itsofficers, directors, employees, agents and affiliates (the “Indemnitees”) fromand against any claims, suits, losses, damages, liabilities, costs, andexpenses (including reasonable attorney’s fees) brought by third parties(including any end user) resulting from or relating to: (a) any personalinjury, tort, medical malpractice, or other acts, errors, or omissions in theaccuracy of any medical orders and prescriptions, delivery of medical care ormedical information, or which otherwise arise out of, or are in any wayconnected with Company’s data, access to or use of a Company Offering,negligent or wrongful act(s), or violation of applicable laws (a “Claim AgainstCurenta”). Company will indemnify the Indemnitees from and against theresulting direct damage and attorneys’ fees, whether or not such Claims AgainstCurenta were foreseeable, provided that Curenta must: (a) promptly give Companywritten notice of the Claim Against Curenta; (b) give Company sole control ofthe defense and settlement of the Claim Against Curenta (provided that Companymay not settle any Claim Against Curenta unless the settlement unconditionallyreleases Curenta of all liability); and (c) provide Company all reasonableassistance, at Company’s expense.
IndemnityExclusions: The indemnification obligations set forth in Section 8.1 do notapply to claims to the extent they arise from: (a) Company’s use of a CompanyOffering in violation of this Agreement or applicable law; (b) Company’s use ofa Company Offering after Curenta notifies Company to discontinue use because ofan Infringement Claim; and (c) modifications to the services or use of theservices in combination with any software, application, or service not made orprovided by Curenta.
CURENTASHALL NOT BE LIABLE TO COMPANY FOR ANY CLAIM, LOSS, DAMAGES, LIABILITY, OREXPENSES THE COMPANY MAY SUFFER OR INCUR AS A RESULT OF, ARISING OUT OF, OR INANY WAY CONNECTED TO THE COMPANY OFFERINGS. THE COMPANY ALSO AGREES ANDACKNOWLEDGES THAT CURENTA IS NOT LIABLE TO IT, AND HEREBY RELEASES AND WAIVESALL CLAIMS, FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, AGGRAVATED, OR EXEMPLARY DAMAGES, OR LOSS OF USE, DATA, FILES, BUSINESS, INCOME, ORPROFITS, EVEN IF CURENTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, LOSS, DAMAGES, LIABILITY, OR EXPENSES BY THE COMPANY OR OTHERS. IN NO EVENTSHALL CURENTA’S LIABILITY RELATED TO, ARISING OUT OF, OR IN ANY WAY CONNECTEDTO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY CURENTA UNDERTHIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRIOR TO THE DATE OF THE APPLICABLECLAIM.
Term:Shall commence on the Effective Date stated in the Quotes/Order Forms and shallcontinue in full force and effect for a period of twelve (12) months unlessterminated in accordance with its terms. This Agreement shall be renewedautomatically for successive one-year periods unless either party notifies theother party in writing at least 90 days prior to the expiration of thethen-current term of its intention not to renew the Agreement.
Survival:Provisions such as Section 2 (Fees and Payment), Section 4 (Data Ownership),Section 6 (Confidentiality), Section 7.3 (Curenta’s Disclaimer of Warranties),Section 8 (Indemnification), Section 9 (Limitation of Liability), Section 12(Notices), and Section 13 (General Provisions) shall survive the termination orexpiration of this Agreement.
Curentaand Company will cooperatively resolve incidents and problems that may ariserelating to the integration, such as connectivity between systems, datatransmission, or message processing by either system in accordance with theService Level Agreement (“SLA”). The SLA applies to the Company Offeringsoutlined in the Agreement.
ThisSLA becomes effective when the integration is enabled in the productionenvironment with at least one mutual Customer/Company and remains in effectuntil the integration is disabled or the partnership is dissolved.
Customer/Companymay open a support case by contacting the Curenta Help Desk at (424) 600-8862or help@curenta.com.
Noticesto Curenta: Notices to Curenta shall be addressed to 23141 Verdugo Dr, #103,Laguna Hills, CA 92653.
Noticesto Company: Notices to Company shall be addressed to the relevant contactdesignated by Company on the signature page of this Agreement, or anyQuote/Order Form, or as provided in the applicable Company Offering.
Manner of Giving Notice: Except as otherwise set forth herein, all notices under any valid Agreement will be deemed to have been duly given (a) when received, if personally delivered; (b) when sent, if by facsimile or email sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours (with confirmation of transmission); (c)and upon receipt, if sent by certified or registered mail or a nationally recognized courier service.
Curenta may, at any time and from time to time, in its sole discretion, change these Terms of Use. Any changes to these Terms of Use will be effective immediately upon posting of the changed Terms and Conditions on Curenta’s website. You agree to review these Terms and Conditions periodically, and your use of the website following any such change constitutes your agreement to follow and be bound by such changed Terms of Use.
