YOU
MAY ENTER INTO THE DOCUMENT IN BEHALF OF ANOTHER ENTITY ONLY IF YOU ARE
AUTHORIZED TO BIND THEM TO SUCH AGREEMENTS. ONCE YOU ACCEPT THE DOCUMENT ON
BEHALF OF ANOTHER ENTITY, THEY ARE OBLIGED TO FOLLOW THE TERMS OF THE DOCUMENT.
ONCE YOU ACCEPT THE DOCUMENT ON BEHALF OF ANOTHER ENTITY, THEY ARE OBLIGED TO
FOLLOW THE TERMS OF THE DOCUMENT. The Document shouldn’t be accepted if You
don’t have the requisite authority to represent the Company or legal body.
Besides, if You don’t agree to any stipulations mentioned herein, please don’t
accept the Document; consequently, you shall not be able to access Our
Services. You shall use real identities
or correct contact details while accepting the stipulations stated in the
Document and shall not impersonate or use a fake identity for the same.
The
Document comes into force from the date you accept the Document.
DEFINITIONS
“We,” “us” or “Our” means Care
Monitoring System LLC.
“You” or “Your” means the individual
person or company on behalf of whom the person accepts this Document. It also
includes the Affiliates of the person or company.
“HOST” means a person who uses CCMSACTIVITIES.COM to
entertain the residents at home or in the facilities. Care givers (CG)
can be a HOST
“Provider” means
the long-term care facilities, individual or resident’s family member, who is responsible providing
shelter food and medication assistance to the resident and the person accepts
this Document.
“Resident” means the
individual to whom the providers provide shelter food and medication
assistance.
“Services” means the
Web-based Services that will be provided by CCMSACTIVITIES.COM
“CCMSACTIVITIIES.COM” stands for
“Computerized Care Monitoring System Activities.com” a web-based application
owned by Care Monitoring System.
Our
Services
Subscriptions.
Each subscription is assigned exclusively to Provider and LTC Pharmacy cannot
be utilized by more than one Provider and LTC Pharmacy.
Provision
of services. Once You have agreed to the terms of the Document, you will be
able to avail Our services for the term of Your subscription. You accept that
Your purchase is not dependent on Our supply of features that may be released
in the future or Our comments regarding such future features.
Use
of Services. On availing Our services, you will be responsible –
For
complying with the terms of this Document
For
ensuring You use Our services exclusively for Your business and in accordance
with the user guide and the applicable laws in force.
For
ensuring that Our serviced are not used by unauthorized persons. You shall
immediately inform us regarding such unauthorized use.
To
make certain that You do not allow any other person, except the user, to avail
Our services.
To
not sell, resell, rent, or lease the Services provided by us.
To
ensure that You do not use Our services for unlawful purposes or to violate a
third party’s rights.
CCMSACTIVITIES.COM
can be accessed 24x7 and through it the Services. CCMSACTIVITIES.COM is
refreshed at Midnight Pacific Time as a measure to prepare it for the following
day.
In
the circumstances beyond our control, CCMSACTIVITIES.COM might not be
accessible. Such events include but not limited acts of God, changes to law or
regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear
accidents, floods, strikes, power blackouts, volcanic action, unusually severe
weather conditions, and acts of hackers or third-party internet service
providers.
On
occasions wherein the internet service is disrupted because of the Internet
Service provider issues, or other reasons, You understand and agree that in the
situation mentioned above You shall use manual or prior methods.
The
Provider shall always have a manual backup method to be used in times of
emergency of catastrophic events. We recommend that you shall print the hard
copy of the service forms or instructions to be used during such catastrophic events.
CHARGES
AND PAYMENT FOR SERVICES
Subscription charge: We do not seek
from You any specific charge on the Website. However, the payment concerning
the charge is facilitated through a separate billing process.
Charges
are computed based on the Services acquired and not on the usage
The
Basic Services charge paid comprises a 12 months “subscription duration” (duration
for 12 months), and the term commences from the date of purchase of the Service.
Thereafter each subscription Service, if you renew Your subscription before the
expiration of subscription duration, will commence from the anniversary of the
date of purchase of the Service until the subscription duration. You understand
that charges paid will not be refunded neither will it be creditable.
We
offer through CCMSACTIVITIES.COM application a range of Services to select
from. Consequently, the Service charge
will vary corresponding to the Service opted for. Only Provider can select from
the range of Service. Although We may at our sole discretion, alter Service
charges, and You understand and agree that We shall not be liable in any manner
to the extent law permits for any such alterations. On subscribing to our
Services, You are required to pay a one-time installation and set-up fee, and
this fee is non-refundable. Each subscription class has a subscription duration
of 12 months.
A
particular link will be provided through which You can access The website. The Provider
will register on CCMSACTIVITIES.COM and after acceptance of Terms and
conditions stated therein, the registration is considered successful. The Provider will receive subsequent to successful
registration, a second notification via email or call.
The second notification is for
understanding the requirements of The Provider as the understanding will lead
to us creating a customized website and database for them and where they can
store their data. We also provide Training wherein We explain the working of The
website to Providers so that they can use The private website without
impediments.
We
may reduce or remove the amount of fee due at certain times for promotional
purposes. We have the sole discretion in such instances regarding the reduction
or removal of the fee and the duration of such a promotional offer.
Payment and Invoicing: For modes of
payment, You will submit to us valid and
recent credit card credentials or provide us with a working purchase order or another
document that is reasonably acceptable to us. You are also responsible for providing us with latest and correct contact
information.
Overdue Charges. You are
responsible to pay the amount of fee by the due date. If You fail to make such
payment on time, We will have the right to demand an extra charge at the rate
of 1.5% of the outstanding balance per month, till the amount is paid in
totality or the maximum amount permissible by law, whichever is lower.
Suspension of Service. If You default in
paying Your dues for Our services or if You violate any terms of this Document,
we have the discretion –
To
demand You to immediately pay Your dues
To
suspend Your services till the time You pay Your dues
In
the event that Your subscription is suspended, you will be required to pay the
reinstatement fee in addition to Your other dues under this Document. If
there’s a delay on your part on paying the reinstatement fees along with unpaid
balance and the delay extends more than seven days, Your information in the
database will be lost. You are solely
liable to create a backup of Your information before any information concerning
You is lost.
You
can use the Services once the restoration fees are paid; however, the decision
to restore shall be at our exclusive discretion.
Payment
Disputes. If You are able to justify bona fide delay in payment within five (5)
working days after receiving a notice for payment by us and show cooperation to resolve the issue,
We may waive off Our rights under this section (c)Overdue Charges or (d)Suspension
of Service and Acceleration. If You do not raise any dispute within the given
time period, it will be deemed that You have accepted the charges on Our
services without any dispute.
Taxes.
The fee demanded by us does not include any taxes, levies, duties, or similar
governmental sanctions, unless otherwise stated by us. It is Your responsibility to pay all taxes
applicable on Your purchase of Our services. If We are obligated to collect and
pay taxes for Our services on Your behalf, you will be responsible to pay us the applicable amount. We shall send You an
invoice for the same. You may be exempted if You provide us with a valid tax
exemption certificate authorized by the appropriate authority
Deploying
THIRD PARTY SERVICE PROVIDERS
If
You deploy or purchase any Third-party articles or services, for instance,
third-party improvisations and applications, Third-party bespoke services or
advisory services, that entails transmission of data between such third-party
provider and you. The transmission mentioned above is exclusively between You
and the relevant third-party provider. You understand that we do not endorse or
vouch for any third-party products or services, although we may offer them.
Although we may nominate them as Certified or similar approval, we do not
guarantee or support the functionality of third-party products or services.
There are no requirements, such as buying third-party products or services for
the deployment of Services.
CONFIDENTIAL
INFORMATION
Definition.
Under this Document “Confidential Information” means all the information
disclosed by a party (“Disclosing Party”) to the other party (“Receiving
Party”), which is confidential in nature or should be deemed to be confidential
depending on its circumstances. The Disclosing Party and Receiving Party can be
either You or Us contingent on who is sharing the Confidential Information. This information could be shared orally or in
writing. Such information may include Your Data or Information regarding Our
services. However, confidential information shall not include-
Information,
which is or becomes known publicly, without any intentional breach of
obligation caused by any party to any other party.
Is
known information to the Receiving Party prior to its disclosure by the
Disclosing Party without any breach of obligation towards the Disclosing Party.
Is
revealed by a third party without any breach of obligation by the Disclosing
Party.
Was
independently found by any party.
Protection of Confidential
Information.
The Receiving party is responsible for the following, unless the opposite is
permitted in writing by the Disclosing Part-
The
Receiving Party has to use the same degree of care to protect any confidential
information disclosed by the disclosing party as it would, to its own
confidential information of like kind. Receiving Party must make sure not to
disclose any confidential information for any purpose outside the scope of this
Document.
The
confidential information given by disclosing party should only be revealed to a
limited number of employees, contractors and agents who need such access for
purposes consistent with this Document and who have agreed to protect such
information by singing a confidentiality Document.
Securing
the data collected: We deploy adequate safeguards that cover different data
protection aspects like administrative, physical and technical. We shall (a)
Alter your Data only when You submit such a request (b) Share the data that we
have regarding you only under situations as specified under (Forced Sharing) or
when You have allowed us in writing for such sharing, or (c) make use of Your
Data only when We require it to render You with the Services or resolve a
technical or complaint registered by You, or in circumstances that entail
customer support, and you have submitted such a request.
Forced Sharing: Law in particular limited circumstances
forces data collector or data possessor to share the information with legal
authorities or bodies. In such circumstances, the Recipient Party may share
Confidential Information. However, the Receiving Party must inform the Disclosing
Party about the forced sharing, to the extent permitted by law and also proffer
help, if the Disclosing Party desires to challenge the order of Forced Sharing
legally. When a Receiving Party is
forced to share the confidential information under a law or regulation, and
such sharing is a result of a legal proceeding (Civil) of which the Disclosing
Party is a party to and the Disclosing party doesn’t challenge the Forced
Sharing order. In the circumstance mentioned above, the Disclosing Party shall
bear the cost that the Receiving Party had to undertake as a part of adhering
to the order vis-à-vis furnishing the authorities with Confidential
Information.
PROPRIETARY
RIGHTS
Reservation
of Rights. We reserve all rights, title and interest in the Services provided by
us including all intellectual property rights, unless such rights are expressly
granted to You by virtue of this Document.
Limitations.
You are restricted from the following activities-
You
shall not allow any third party to access Our services
You
shall not copy or derive work based on Our services
Duplicate,
frame or mirror any part of Our Services
Attempt
to reverse engineer the services provided by us
Duplicate
any features, functions, or visuals of Our Services
Ownership
of Data. You are the sole owner of all rights, title, and interest in and to
all of Your Data, in the Document between You and us.
Suggestions
and Feedback. We shall retain all right, title, and interest in and to all
Feedbacks, suggestions, recommendations etc. given by You or Your users. We
shall not be required to pay any additional cost. If You are not able to assign
such rights to us, you hereby grant us all the rights to create sublicenses or
incorporate Feedback into the Services in any manner of Our choice.
Warranties
and Disclaimers
Disclaimer.
Your
purposes will be met by the Services is not guaranteed by us. Besides, Services
will function without chokepoints, disruption or Services will function with
the integration of third-party software or services [excluding the software
that We allow in this Document] is not vouched by us. We do not claim that all
bugs, errors in the context of the Services can be fixed [excluding the errors
bugs explicitly stated herein the Document]. NEITHER PARTY MAKES ANY WARRANTIES
OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW
We warrant the following:
The
Services will function significantly in consonance with the Training Manual
The
Services functions will not degenerate after You subscribe to the Services
If
We are found wanting of the standard as mentioned above in the context of the
Services, please inform us about the Services not meeting the warranties
(Contravention). You must inform us of any such instance within 36 hours from
the moment the contravention of warranties occurs. Upon informing us, We shall
act according to the Industrial standards to resolve the cause of
contravention. The resolution entails rectifying chokepoints, bugs or
deficiencies that bring about the contravention of warranties vis-à-vis
Services.
In
an unlikely scenario wherein, We are not able to fix the source of the
contravention, You will have recourse to the following
Repudiation
of the Document (Services) as stated under Term and Termination section [J] (b).
We
shall transmit a Service credit proportionate to the duration of contravention
of the Services set off against Your upcoming payment to us, and such credit
will not be more than the 100% of the fees/service charge that you are bound to
pay us.
Warranties pertaining to You and
us
You
and we warrant the following:
Malicious
code will not be transferred by either party
Have
attained majority age as recognized by the applicable law or don’t have any
infirmities that prevent them from executing this Document.
INDEMNIFICATION
Indemnification
by You. You shall indemnify us against all claims brought against us by a third
party in relation to the following –
The
allegation that Your use of Our services is in breach of this Document or
violates any Intellectual Property rights of a third party or violates any
other law in force.
Any
claim arising on the Modifications or changes made by You in Our services. You
shall indemnify us for any damages and attorneys’ fees incurred by us in connection with any such Claim, as long
as We-
Give
Your prompt an immediate notice of such a claim in writing
Give
You the exclusive control of the defense and settlement of the Claim
Provide
You with all reasonable assistance required.
LIMITATION
OF LIABILITY
Limitation
of Liability. OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS Document,
UNDER ANY LAW, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU. WITH RESPECT TO A
SINGLE INCIDENT THE LESSER OF $10,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN
THE 12 MONTHS PRECEDING THE INCIDENT.
TERM
AND TERMINATION
Term
of subscription. Your term of subscription begins from the date of Your
acceptance to this Document. Each subscription will automatically renew on the
end of one term, for a period of Your existing subscription or one year,
whichever is shorter, unless either of the parties sends a written notice for
no renewal of term at least 30 days prior to the end of Your existing subscription
term. The fee for each renewed term will remain the same as the previous term,
unless We send a written notice informing You about the increase in price, 30
days before the beginning of such term. In this case, your term will renew with
the increased fee and continue thereafter.
Termination.
A party may terminate this Document in the following occasions-
If
a party commits material breach and such breach remains uncorrected even after
a 30-day written notice is given to the party.
If
a party undergoes bankruptcy, insolvency, or any other liquidation proceedings.
If
a party gives a prior notice of 60 days in writing.
If
We give You a notice of amendment to this Document or provide a new version of
this Document, you have five (5) days to refuse to such Document. However, if
You continue to use Our services during such period, you will not be entitled
to terminate under this Section.
Unless,
expressly mentioned, you shall not be entitled to receive any refund in case of
termination under this clause.
SUPPORT
Technical
Support. We shall give technical consultation and support via telephone and
Video chat for any reasonable issues relating to Our Services. You will be
responsible for appointing individuals within Your organization who will be
considered at the principal point of contact between You and us. All of Your support queries must come though
the principal point of contact, and We shall provide support through Our
support centers to such person. Technical Support is provided through phone, chat,
or video conferencing and We use Zoom or Skype for providing Training or when
video conferencing is required.
New
Releases, Enhancements. Over time We shall releases new versions of Our
services in order to correct glitches, bugs etc. and introduce updates and
enhancements. We will assess the progress of Our enhancements, features or
modifications requested by and for Your use. All new versions containing
patches, updates etc. are and will be Our sole property.
MISCELLANEOUS
Jurisdiction
and Governing Law. This Document shall be governed by and construed in
accordance with the laws of the State of Washington, U.S.A. without regard to
the conflict of laws principles thereof. The parties irrevocably agree
that the courts of the State of Everett, Washington and/or the Federal Courts
located in the State of Washington shall exercise exclusive jurisdiction to
settle any action or dispute seeking legal or equitable relief with respect to
any matter arising under this Document. The venue of any such action will be
in, Washington and/or the U.S. Everett District Court of Washington.
Additionally, all the costs and expenses of any such proceeding borne by the
successful party shall be borne by the unsuccessful party, including all
attorneys' and other professional fees and expenses.
Assignment.
You are hereby restricted from assigning any rights obligations and other
interests in this Document, wholly or partially, to any third party, without
Our written consent. Any assignment made without Our prior written consent will
be considered as null and void.
Partial
Invalidity. If a competent authority holds any of the terms of this Document as
invalid or unenforceable, then that provision will be considered enforceable to
the maximum extent permitted by the laws in force. If an entire provision is
found to be invalid or unenforceable, then that provision will be considered as
omitted from the Document and it will not affect the other existing provisions.
Waiver.
Waiver of any terms of the Document, shall only be effective once the waiving
party does so in writing and duly executes it. No such waiver shall permit for
breach or waiver of any terms of the Document. Failure of a party in exercising
or delay in exercising any rights under this Document, shall not function as a
waiver, nor will any single or partial exercise by a party of any right
preclude any other or future exercise thereof or the exercise of any other
right. A course of dealing
between the parties will not be considered effective to modify, amend or discharge
any part of this Document or the rights or obligations of any party given in
the Document.
Entire
Document. The present Document
states the entire understanding between parties and surpasses any older Document
or understanding between the parties in relation to this subject. We hold the
right to make amendments to the existing Document after providing You a notice
of amendment or new version of the Document. If You continue to avail Our
service after receiving such a notice, we shall consider this as Your
acceptance of the amendment or new version of the Document. Thus, if You do not
agree with any terms of amendment or the new version of the Document, you must
discontinue the use of Our services. We shall not provide representations,
warranties, or obligations of any party which is not expressly contained
herein. If there is conflict between the terms of this Document, the terms of this
Document will control. No other document or terms shall be considered as part
of this Document and any such documents will be invalid.
Survival.
All provisions contained in this Document that by their nature would survive
its termination will survive indefinitely.
