Dashboard by Generations
Terms and Conditions
Dashboard by Generations Homecare System
Terms and Conditions
Last Modified: April 29, 2022
This Subscription Services Agreement (“Agreement”) is between Integrated Database Systems, Inc. (“Provider”) and you (“Subscriber”) and pertains to our delivery and your use of the service described in the applicable order form (the “Service”). Whether by the signature of its representative below, by establishing an account with Provider, by using the Service, or by indicating agreement through the Provider website, Subscriber agrees to be bound by this Agreement. Subscriber understands and agrees that it is solely responsible for the acts and omissions of each and every user allowed access to the Service by Subscriber (a “Subscriber User”). Without limiting this obligation, Subscriber is directly and primarily liable to Provider for any and all violations of this Agreement caused by Subscriber Users.
- TERM AND TERMINATION
2.1 The “Effective Date” of this Agreement is the date on which you remit your initial payment for the applicable Service. For a period of twelve (12) months from the Effective Date (the “Initial Term”), Provider will not either (i) terminate this Agreement other than for Subscriber’s breach, or (ii) increase Subscriber’s monthly fees. After the Initial Term, this Agreement shall continue on a month-to-month basis, and Provider will have the right to change any fees, including the price of the Service, upon thirty (30) days’ notice.
2.2 Subscriber may terminate this Agreement at any time for convenience, and after the Initial Term Provider may terminate this Agreement at any time for convenience. Subscriber may provide notice of termination by completing Provider’s online notice form; Provider may provide notice of termination by email to Subscriber. A termination for convenience will only be effective at the end of the billing period 30 days after the notice of termination is received.
2.3 If either Provider or Subscriber discovers that the other party is in material breach or default of this Agreement, then the non-breaching party shall deliver notice of such breach or default to the breaching party. A breaching party shall have ten (10) days to cure such breach or default, and if such breach or default is not cured within the cure period, then the non-breaching party may immediately terminate this Agreement and seek any available legal and equitable relief.
2.4 Upon termination of this Agreement Subscriber shall immediately cease using the Services. Subscriber is solely responsible for archiving or otherwise preserving any and all data shared, used, or created in conjunction with Subscriber’s use of the Service (“Customer Data”). Without limiting the preceding, Provider has no obligation to archive or otherwise preserve any Customer Data following termination or cancellation of this Agreement.
- SERVICE SPEED; ACCESS
3.1 Subscriber understands and agrees that the Service speed can vary depending on location, line quality, inside wiring, Internet traffic, and other factors beyond the control of Provider. Provider shall not be responsible for any such changes in the speed of the Service.
3.2 Subscriber additionally understands and agrees that access to the Service is dependent upon the availability and performance of technology and infrastructure that is neither owned nor controlled by the Provider, including without limitation data centers, telecommunications infrastructure, and internet service providers (“External Factors”). Subscriber therefore agrees that Provider has no responsibility or liability for Subscriber’s inability to access the Service due to an External Factor.
- CUSTOMER DATA
4.1 Subscriber solely controls the type, accuracy, integrity, and amount of Customer Data Subscriber uses with the Service, as well as the purposes for which Customer Data is used or not used. Subscriber therefore agrees to indemnify, defend, and to hold Provider and Provider’s officers, directors, owners, employees, and agents harmless from and against any and all claims of any kind, and any and all liabilities of any kind arising from such claims (including reasonable attorneys’ fees), brought by a third party in any manner related to Customer Data, including claims related to its accuracy, its integrity, its use, or its nonuse.
4.2 If and to the extent that by delivering the Service Provider meets the regulatory definition of a “business associate” under the Health Information Portability and Accountability Act (“HIPAA”), and to the extent that Subscriber’s Customer Data includes “protected health information” as defined under the HIPAA regulations (“PHI”), Provider will comply with those regulations specifically applicable to business associates, including by providing reasonable administrative, physical, and technical safeguards for the PHI.
- REMOTE ACCESS TO CUSTOMER EQUIPMENT.
Subscriber acknowledges that, from time to time, Provider may be required to remotely access Subscriber’s computer to diagnose or repair Service issues. Subscriber agrees to indemnify and hold Provider, its officers, directors, owners, employees, and agents harmless from and against any and all costs, claims, charges, or liabilities (including reasonable attorneys’ fees) incurred by Provider as the result of such remote access that are not directly attributable to Provider’s gross negligence or intentional misconduct, or that of its employees, agents, or contractors. The access granted under this Section 5 is solely limited to access in relation to the Service, and Provider hereby agrees to keep any information obtained under this section confidential, other than that directly related to the Service.
- DISCLAIMERS AND WARRANTIES.
6.1 THE SERVICE AND LICENSED MATERIAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL OPERATE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES, OR OTHER HARMFUL COMPONENTS. PROVIDER MAKES NO EXPRESS WARRANTIES, AND WAIVES ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SERVICE.
6.2 PROVIDER IS NOT LIABLE FOR ANY COSTS OR DAMAGES ARISING DIRECTLY OR
INDIRECTLY FROM SUBSCRIBER’S USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY INDIRECT, INCIDENTAL, EXEMPLARY, MULTIPLE, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IN THE EVENT THAT THE COMPLETE DISCLAIMER OF DAMAGES LIABILITY IS NOT ENFORCED OR IS DEEMED INVALID BY A COURT OF COMPETENT JURISDICTION, PROVIDER’S CUMULATIVE LIABILITY TO SUBSCRIBER FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID FOR THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING A CLAIM.
6.3 WITHOUT IN ANY WAY LIMITING THE PRECEDING, PROVIDER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS, OR PROCEEDINGS RESULTING FROM: OTHER USERS ACCESSING SUBSCRIBER’S COMPUTER OR NETWORK; SECURITY BREACHES; EAVESDROPPING; DENIAL OF SERVICE ATTACKS; INTERCEPTION OF TRAFFIC SENT OR RECEIVED USING THE SERVICE; SUBSCRIBER’S RELIANCE ON OR USE OF THE SERVICE; THE MISTAKES, OMISSION, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSIONS, OR ANY FAILURE OF PERFORMANCE OF THE SERVICE; THE USE OF THE SERVICE BY SUBSCRIBER OR A THIRD PARTY THAT INFRINGES THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY, OR OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHTS, PROPRIETARY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY; THE ACCURACY, COMPLETENESS, AND USEFULNESS OF THE SERVICE. THE FOREGOING LIMITATIONS APPLY TO THE ACTS AND OMISSIONS OF PROVIDER, ITS OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES WHICH, BUT FOR THIS PROVISION, WOULD GIVE RISE TO THE CAUSE OF ACTION AGAINST PROVIDER IN CONTRACT, TORT, OR ANY OTHER LEGAL DOCTRINE. SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDIES UNDER THIS AGREEMENT OR IN CONJUNCTION WITH THE SERVICES ARE AS EXPRESSLY SET OUT IN THIS AGREEMENT.
This Agreement is governed by the laws of the State of Michigan. Any legal action, litigation or claim related to
or arising out of this Agreement shall be brought only in the Circuit Court for the County of Ingham, Michigan. The parties to this Agreement hereby consent to the jurisdiction of the aforesaid courts for purposes of resolving any action, litigation or claim arising under or in any manner related to this Agreement or the Service.
Subscriber may not assign or delegate any of its rights or duties under this Agreement without the prior written consent of Provider, and any attempted assignment or delegation without such consent shall be void. If one or more provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. Provider will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of Provider as reflected in the original provision. Nothing in this Agreement or in the understanding of the parties construes upon the parties the status of agency, partnership, or other form of joint enterprise between the parties. Provider may subcontract any work, obligations or other performance required of Provider under this Agreement without Subscriber’s consent.
8.2 No Waiver.
The failure of Provider to require Subscriber’s performance of any provision hereof shall not affect its right to require such performance at any time thereafter; nor shall the waiver by Provider of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
The obligations of Sections 2.4, 4.1, 6, 7, and 8.3 shall survive any termination or cancellation of this Agreement.
This writing and any accompanying schedules referenced herein constitute the entire agreement between the parties hereto and may not be changed or modified except by a writing signed by the parties hereto. Moreover, this Agreement represents the full, final and exclusive statement of the agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements between them with respect to the same subject matter.
In consideration of Subscriber’s right to terminate this Agreement for convenience, and subject to the prohibition on increasing fees during the Initial Term, Provider may at any time and from time-to-time modify or amend the terms and conditions of this Agreement. It is Subscriber’s responsibility to review this Agreement periodically to understand the terms and conditions governing the delivery of Services for the timeframe for which they are being purchased.