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Terms of Use – Virtual Visit Module

Terms of Use of the Virtual Visit Module

VVA 1.   Module Description and Free Trial Period

    1. Description of the Virtual Visit Services is set out in Schedule A.
    2. The Virtual Visit Services are provided to Customer at no additional charge for 30 days following the Effective Date (the “Trial Period”).
    3. From the end of the Trial Period, AlayaCare will communicate with Customer regarding the execution of a formal extension of its subscription for the Virtual Visit Services. In the absence of a Customer cancellation or an extension of the Term of this Addendum, AlayaCare will bill Customer monthly in arrears for all use of the Virtual Visit Services in accordance with the “per visit” pricing set out in Schedule A.

VVA 2.   Term of Addendum. Following the end of the Trial Period, and unless cancelled by Customer or governed by a signed amendment, this Addendum will continue in force for an initial term as follows:

    1. Twelve (12) months from the end of the Trial Period for all Per Visit Price extensions; and
    2. Following this initial term, this Addendum will automatically renew for extension terms of twelve or six months for Per Visit, respectively.
    3. Either party shall be entitled to terminate this Addendum by providing the other party no less than thirty (30) days prior to the end of the Initial Term or any renewal term.
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VVA 3.   AlayaCare Warranty. AlayaCare represents and warrants that it has the right and authority to license, deploy, support and maintain the Virtual Visit Services to the Customer, subject to the terms and conditions of the Service Agreement and this Addendum and that the Virtual Visit Services will provide the data security and privacy protections required by the Service Agreement.

VVA 4.   Customer Acknowledgments and Agreements. In respect of the use of the Virtual Visit Services, Customer understands, acknowledges, and agrees that:

    1. the Virtual Visit Services are video-based services that are not designed nor intended to deliver critical or emergency communication between users;
    2. the Virtual Visit Services are not expected to perform at the same level of performance and/or reliability expected of medical devices used in the delivery of critical medical care environments;
    3. the Virtual Visit Services are not a substitute for any medical facility’s current systems of administering and safeguarding care services, medical treatment and/or medicine;
    4. the Virtual Visit Services are dependent upon a number of factors beyond AlayaCare’s control, including, but not limited to, the operation of hardware and network services provided by third parties;
    5. there may be occasional communication failures or delays in the connectivity of the Virtual Visit Services that are beyond AlayaCare’s control;
    6. with regard to any third party threatened or asserted claims or actions, including for personal injury, tort, medical malpractice, or for other acts, errors, or omissions in the delivery of personal care, medical care or medical information, or that otherwise arise out of or are in any way connected with Customer’s access to or use of the Virtual Visit Services, Customer shall agree to be responsible for their own acts and behavior and all results thereof; and
    7. it shall remain solely responsible for maintaining appropriate administrative, physical, and technical safeguards for protecting the privacy, security, confidentiality, and integrity of all data or information belonging to or created by Customer’s use of the Virtual Visit Services.

VVA 5.   Disclaimer. THE WARRANTIES STATED ABOVE ARE THE SOLE WARRANTIES AND REMEDIES FOR CUSTOMER AND EXCLUSIVE OBLIGATIONS OF ALAYACARE RELATED TO THE VIRTUAL VISIT SERVICES.

VVA 6.   Limitations of Liability for Professional Services. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, NEGLIGENCE, TORT, STATUTORY DUTY OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS ADDENDUM OR THE VIRTUAL VISIT SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE SERVICES AGREEMENT, THE MAXIMUM LIABILITY OF ALAYACARE TO ANY PERSON, FIRM OR CORPORATION WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH THE VIRTUAL VISIT SERVICES OR DELIVERABLES SHALL BE THE AMOUNT PAID BY CUSTOMER FOR SUCH SERVICES. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF THE PARTIES ARISING FROM THIS ADDENDUM.

VVA 7.   Entire Addendum. This Addendum, together with any attached exhibits that are incorporated by reference, and the Service Agreement and its associated Order Forms, constitute the complete agreement between the parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Addendum and such exhibits.

 

SCHEDULE A

COMMERCIAL TERMS

VVA 8.   The Virtual Visit module provides a secure, 1-to-1 video connection to enable remote care and provide integration with a customer’s existing AlayaCare platform, including billing, payroll, EMR and visit verification.