This SettLiT Services Agreement (the “Agreement”) sets forth the terms and conditions that govern access to and use of the Services (as defined below) and is between Medchart US Inc DBA SettLiT (“SettLiT”), a Delaware corporation, and the company or other legal entity accepting this Agreement, and affiliates of that company or entity (“Customer”) (each a “Party” and together the “Parties”). This Agreement is effective, and Customer agrees to its terms and conditions, as of the earlier of the date(s) that Customer accepts the Agreement by (1) clicking a box indicating Customer acceptance; (2)executing an order form that references this Agreement; or (3) using the Services (the “Effective Date”).
If an individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “Customer” shall refer to such entity and its affiliates. This Agreement was last updated on February 1, 2023.
This Agreement was last updated on February 1, 2023.
1. DEFINITIONS
“Order Form” means an ordering document specifying the Subscription Services and/or Professional Services to be provided and entered into by the Customer and SettLiT, including any addenda and supplements thereto. In the event of inconsistency between the Order Form and this Agreement, the Order Form shall take precedence.
“Professional Services” means onboarding, implementation, training, configuration, consulting, or other professional services ordered by Customer and to the extent described in a SOW. For the avoidance of doubt, Professional Services are not tied to the subscription term of Subscription Services and exclude standard maintenance and support included with the Subscription Services.
“Services” means the Subscription Services and Professional Services.
“SOW” means the statement of work further describing the Professional Services to be provided to Customer.
“Subscription Services” means the specific selection of SettLiT web services that are ordered by Customer and made available online by SettLiT as specified in an applicable Order Form. Subscription Services include any Updates made available during the term.
“Updates” means modifications, updates, and changes which may be made by SettLiT to the Subscription Service which SettLiT makes generally available to its customers at no additional fee. Updates exclude new features, functions, and capabilities that are offered for an additional fee and must be specified in an Order Form.
2. SETTLIT PLATFORM DETAILS
SettLit operates a web platform that includes, without limitation, an API, Digital Intake service, Digital Retrieve service, B2B Portal user interface and Marketplace service (collectively, the “Platform”), which Customer may purchase access to for the purpose of obtaining information on individuals (“Consumers”),including but not limited to their identifier, demographic, health and/or financial information (“Consumer Information”). Customers use the Platform to:
a. Transmit Consumer identification and demographic data to SettLiT. For clarity, SettLiT will not be responsible for de-duplicating Consumers; if Customer submits multiple Consumer entities with the same demographic data, SettLit shall treat such entities as separate individual Consumers for query and billing purposes.
b. Transmit authentication and authorization data to SettLiT, and/or deploy SettLiT’s embedded user interface to Consumers to electronically capture their authentication and authorization data.
c. Automatically lookup missing Consumer identifiers (e.g. birthdate, full 10-digit SSN, gender and/or historical zip code data) on Customer’s behalf using nationwide credit reporting agencies (“Consumer Identifier Lookup”) prior to querying a Nationwide Data Network.
d. Query Consumers on SettLiT’s Premium Data Networks, including (a) Payer Medical Claims Network and (b) Prescription Drug Network(each a “Premium Data Network”). Each query to a Premium Data Network requires a valid HIPAA authorization signed by the Consumer and full Consumer demographic and identification data to be input to SettLit, including birthdate, full10-digit SSN, gender and up to 10-year historical zip codes.
e. Query Consumers on SettLiT’s Base Data Networks, including(a) EHR Consumer Portals and (b) Payer Consumer Portals (each a “Base Data Network”). Each Base Data Network has their own requirements on valid Consumer authentication and authorization, which Customer acknowledges must be fulfilled by the Consumer prior to querying such Base Data Networks.
f. Viewdata extractions and summaries in SettLit portal via data visualizers, tables and stylesheets.
3. PLATFORM FEES AND VOLUME CONSUMPTION
3.1 Fees. The fees payable by Customer for this Agreement shall be stipulated in the applicable Order Form. Fees include, without limitation, (i) fees for Subscription Services summed over their respective Terms of Subscription, (ii) fees for Professional Services, and (iii) any fees associated with overage Services provided to the Customer that need to be tallied and billed after the applicable period of Service.
3.2 Volume consumption. Volume consumption for queries to Premium Data Network and Base Data Network shall be calculated on the basis of “Successful Patient Match”, which means the Consumer’s identifiers provided in Customer’s query (or found via the Consumer Identifier Lookup service) has matched one-to-one with a patient entity within the selected Premium Data Network or BaseData Network. For clarity, queries that do not return a Successful Patient Match do not count towards usage limits in this Agreement. Once Customer reaches its limit of volume consumption for a given billing period as stipulated in the applicable Order Form, any additional consumption shall be billed at the Overage Rate on the order form until the end of that billing period.
3.3 Volume Expiry. The Volumes of consumption stated for each Service on the Order Form shall only be available to Customer during the period(s)specified and never past the End Date specified on each Service; For greater clarity, there shall be no carry-over of unused Volumes from one period to the next and Customer shall forfeit any unused Volumes as of the End Date of the Service without any pro-rating or refund of Fees.
4. REPRESENTATIONS AND WARRANTIES
In connection with Customer’s receipt and use of the Services, Customer represents and warrants:
a. Customer has secured legally sufficient consent and authority, consistent with applicable law including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”),the Health Information Technology for Economic and Clinical Health Act (‘‘HITECH Act’’),and any applicable state law, to authorize and direct SettLit to seek Consumer Information from healthcare plans, insurers, health care clearinghouses, health care providers, and other entities who possess information about a Consumer;
b. Customer will immediately notify SettLit in the event a Consumer withdraws such consent;
c. Customer has verified each Consumer’s identity in a manner compliant with NIST Identity Assurance Level 2or 3, as described in NIST Special Publication 800-63A, Digital Identity Guidelines, Enrollment and Identity Proofing;
d. Customer will at all times comply with all Applicable Laws in the provision of the Services to Consumers. Customer further warrants and represents that it will provide SettLit with all reasonable assistance in complying with all applicable laws;
e. In the event that SettLiT is subject to an audit of any sort related to this Agreement and requires Customer’s cooperation to comply with the terms of the audit, upon receiving notification from SettLiT, Customer agrees that it will promptly provide reasonable assistance for SettLiT to timely fulfill its audit obligations.
5. SERVICE LEVEL AND SUPPORT
5.1 Uptime Commitment. SettLiT uses commercially reasonable efforts designed to ensure that the Services achieves a monthly uptime of 99.5% of the time during each calendar month during the Term except for periods of scheduled downtime for routine maintenance and service (the “Uptime Commitment”).Scheduled maintenance shall not exceed eight (8) hours per month and SettLiT will make good faith efforts to schedule maintenance weekdays during the hours of 9pm - 5am EST or on weekends. Any period during which the Services is not reasonably available to Customer that falls below the Uptime Commitment will be considered “Downtime” except as specifically described herein. The Uptime Commitment does not apply if Customer cannot access or utilize the Services because of (a) any latency or downtime due to Customer’s acts or omissions or resulting from the their own Internet Service Provider, (b) acts of unauthorized third parties, (c) scheduled maintenance, (d) third party acts or omissions over which SettLiT has no control, (e) a force majeure event(including, without limitation, a distributed denial of service (DDoS) attack);(f) any systemic Internet failures; or (g) any failure or deficiency in the Customer’s own hardware, software or network connection.
5.2 Downtime. Downtime shall begin to accrue as soon as Customer (with notice to SettLiT) recognizes that downtime is taking place and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify SettLiT inwriting within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Fees attributable to the Services in any one (1) calendar month in any event. SettLiT will only apply a credit to the month in which the incident occurred. SettLiT’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be downtime for which Customer will be entitled to a credit hereunder.
5.3 Technical Support. SettLiT will provide Technical Support to Customer on weekdays during the hours of 9:00am through 5:00 pm Eastern time, with the exclusion of United States Federal Holidays (“Support Hours”). Customer may initiate a helpdesk ticket by emailing support@settlit.legal. SettLiT will use commercially reasonable efforts to respond to all helpdesk tickets within two (2) business days.
6. TERM AND TERMINATION
6.1 Term of Agreement. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the latest End Date stipulated by the Order Form.
6.2 Term of Subscriptions and Renewals. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, and subject to an expiring subscription not being designated as a trial, promotional or one-time, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter) (“Renewal Term”), unless either Party gives the other notice of non-renewal at least 60 days before the end of the relevant subscription term.
6.3 Termination. Either Party may terminate this Agreement for cause (i) immediately on written notice to the other Party if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; (ii) effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
6.4 Effect of Expiration or Termination. Upon expiration or termination of this Agreement for any reason all licenses and rights granted to Customer under this Agreement will also terminate and Customer must cease using, destroy, and permanently erase all copies of the API and SettLiT Marks from all devices and systems Customer directly or indirectly controls. Following any termination or expiration, SettLiT has no obligation to maintain Customer data or Consumer Information in SettLiT systems.
6.5 Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination.
7. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED "AS IS" AND SETTLIT SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SETTLIT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SETTLIT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF CUSTOMER'S OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
8. LIMITATIONS OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL SETTLIT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES, FOR (a) ANY LOST REVENUES OR LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIVE HUNDRED UNITED STATES DOLLARS EVEN IF SETTLIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR SETTLIT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN 30 DAYS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
9. DEFENSE AND INDEMNITY
Customer agrees to indemnify, defend, and hold harmless the SettLiT and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, government investigations or enforcement actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) Customer’s use or misuse of the Services and/or any services accessed through the Platform, (b) Customer’s breach of this Agreement, or (c) in connection with any third-party claim or legal proceeding (including action by a government authority) to the extent arising from Customer’s breach of any representation or warranty, negligence, willful misconduct, fraud, misrepresentation, violation of applicable laws, or provision of IP for use in connection with this Agreement in violation any third party’s Intellectual Property Rights. In the event SettLiT seeks indemnification or defense from Customer under this provision, SettLiT will promptly notify Customer in writing of the claim(s)brought against it for which it seeks indemnification or defense. SettLiT reserves the right, at SettLiT’s option and in SettLiT's sole discretion, to assume full control of the defense of claims with legal counsel of SettLiT’s choice. Customer may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by SettLiT or bind SettLiT in any manner, without SettLiT’s prior written consent. In the event SettLiT assumes control of the defense of such claim, SettLiT will not settle any such claim requiring payment from Customer without Customer's prior written approval.
10. GENERAL
10.1 Notices.All notices will be in English, in writing, and addressed to the other party’s primary contact. Notice can be by email and will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
Notice for SettLiT: Address: 215 South Denton Tap Rd., Ste 290, Coppell, TX, 75019. Email:support@settlit.legal.
Notice for Customer: As stated on Order Form.
10.2 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement will remain in effect.
10.3 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party.
10.4 Relationship of Parties. Customer and SettLiT are independent contracting entities. Nothing in the Agreement shall be construed to create a general or limited partnership, an agency relationship or jointventure between SettLiT and Customer. Neither SettLiT nor Customer shall have any authority to bind or make commitments on behalf of any other Party.
10.5 No Waiver. No provision of the Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
10.6 Amendments. Any amendment must be in writing,signed by both parties, and expressly state that it is amending this Agreement.
10.7 Entire Agreement. Except for this Agreement and the agreements, terms, and policies referenced herein, there are no other written or oral understandings or promises between the Parties with respect to the subject matter of the Agreement that supersede this Agreement. All modifications or amendments to any part of this Agreement shall bein writing and signed by all Parties.
10.8 Assignment. Other than to an affiliate, neither Party may assign or transfer its rights or obligations under this Agreement without the written consent of the other party, and any attempt to do so is void.
10.9 Force Majeure. Neither Party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
10.10 Governing Law. ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE GOVERNED BY DELAWARE LAW, EXCLUDING DELAWARE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF DELAWARE. THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. THIS SECTION (GOVERNING LAW) IS NOT INTENDED TO CREATE ANY DELAWARE STATUTORY OR COMMON LAW RIGHTS FOR ANY PERSONNEL WORKING OUTSIDE OF DELAWARE.
