This Master Services Agreement (“MSA”) governs using all of GSI’s Services (as defined below). Further terms pertaining to the specific product(s) you use may also be specified in the applicable Product Order Agreement(s) (“Product Order(s)”) for such products. You understand and agree that by executing a Product Order with GSI, you are hereby agreeing to the terms of this MSA as set forth herein.

1. Definitions: Any capitalized words in this MSA that aren’t already defined have the meanings set forth in Section 8 below
2. Service provided by GSI
   1. GSI grants users a License. GSI grants users, for the term of this MSA, a non-exclusive, non-transferable, revocable license to use the Services relating to GSI Products for personal use, and to install a copy of any software that GSI may provide as part of GSI Products for personal use. This license is conditioned upon your compliance with the terms of this MSA. You agree and acknowledge that the Services are protected under both United States and foreign copyright, trademark and other laws. The Services will remain at all times the property of GSI or its licensors. You agree that you will neither make nor permit any use of the Services whatsoever except as expressly permitted herein and except by persons or entities expressly authorized hereunder. You acknowledge and agree that Users’ use of certain portions of the Services, such as the GSI Charge Capture & Secure Messaging Secure service and mobile apps, may also be subject to separate terms of service, including those set forth at [https://www.Galvatechsol.com/terms] (the ‘EULAs’).
   2. GSI provides customer support. GSI provides (8) eight hours a day, (5) five days a week (Mon to Fri) customer support.
   3. GSI can ensure the service is available as much as possible. The Services are normally available over the Internet around the clock. GSI commits to at least 98% total uptime of the service, as measured over the invoice period.
   4. GSI notifies planned downtime. GSI performs routine and most non-routine system maintenance and upgrades without downtime. However, GSI normally notifies at least 24 hours in advance of any scheduled maintenance periods that cause downtime exceeding 15 minutes in length. GSI shall be entitled to take measures that affect such accessibility when GSI deems such to be necessary for technical, maintenance, operational, or security reasons.
   5. You control the number of users subscribed. You may add or subtract users to this MSA at any time by satisfying all applicable payment and other obligations with respect to such additional Providers, but you acknowledge that doing so may change the price of such services. Deleting accounts does not terminate this MSA. After deleting an account, you remain liable for any payments due to GSI according to the terms of the Product Order.
   6. You may access third-party intellectual property. In order to use the Services, you may need access to third-party intellectual property or databases, such as the American Medical Association's CPT® data files. GSI does not provide a license or right to use such third-party intellectual property or databases and you will be responsible for obtaining any such licenses directly from the applicable third party. Members of the American Medical Association are typically granted licenses to use CPT® data files as part of their membership, but GSI cannot guarantee this.
   7. There are minimum hardware and software requirements. Each user must meet certain technical and hardware-related requirements to utilize the Services. GSI shall not be responsible for any User's inability to access or utilize the Services due to issues related to user's failure or inability to provide appropriate hardware, software and Internet connectivity.
   8. GSI complies with US federal and state laws. GSI is committed to complying with applicable US federal and state laws and regulations regarding your use of the Services, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as it applies to how GSI may collect, use, share, and protect protected health information from your use of the Services. You and GSI will execute a Business Associate Agreement (“BAA”), as well as any other HIPAA required documents, before you begin providing any protected health information through the Services. The Business Associate Agreement is discussed in the Product Order, and incorporated by reference into this MSA. The Business Associate Agreement is available at www.galvatechsol.com/business-associate-agreement.
   9. Please read our privacy policy to understand the use of your Data. We encourage you to review the GSI Privacy Policy located at https://www.galvatechsol.com/privacy which explains how GSI collects, uses, shares, and protects information from your use of the Services. You agree that GSI may collect, use, share, and protect any User's account and Your Data to respond to service or technical problems or as otherwise permitted under this MSA, the BAA and the GSI Privacy Policy. GSI will not disclose to any third party any personally identifiable information contained in your Data without your prior authorization, except (i) to perform its obligations or exercise its rights hereunder, (ii) to comply with applicable laws or (iii) in legal proceedings where such information is relevant and not subject to any applicable privilege.
   10. GSI may need to change or evolve the service. As we grow and evolve, our Services may also grow and evolve with us. As such, you agree that GSI may change, modify, update, suspend, or remove access to any features or parts of the Services.
   11. GSI does not endorse third-party Links. GSI does not endorse any websites or articles which are linked, framed or embedded on or through the Service. If you or any user decides to access third-party websites or articles, you or such user may do so at your own risk.
   12. GSI may make backup copies of data. GSI may make backup copies of your data on a regular basis, as reasonably determined by GSI, but not less frequently than once per day. In the event that the most current system data (including your data) cannot be recovered, GSI’s sole responsibility to you will be to use reasonable efforts to restore the system data from the most recent uncorrupted back-up available.
3. Your Obligations in Using GSI’s Services
   1. You grant GSI a license to use your data for limited purposes. You hereby grant (or will cause all users that submit data through the Service to grant) GSI and its designees a sublicensable, royalty-free, irrevocable, non-exclusive license to use your data to allow GSI and its designees to provide the Service or otherwise perform its obligations and exercise its rights hereunder. You warrant that you and each user has the lawful right and authority to disclose your data to GSI and to grant these license(s).
   2. You retain all rights to your data. Subject to the license(s) in this MSA, you (or the rightful owner of any of your data) retain all rights of your data.
   3. GSI owns all feedback. You and users hereby assign all rights in any feedback you submit to GSI, free of charge. This section regarding GSI owning feedback is aimed at avoiding potential misunderstandings or disputes if any part of the Services or other GSI software or services seem similar to feedback that people submit to us. Accordingly, you also give up any claim that any use by us or our licensees of your feedback violates any of your rights, including moral rights, privacy rights, rights to publicity, proprietary or other rights, and rights to credit for the material or ideas set for therein. To be candid, your Data is not included in the definition of feedback.
   4. You are responsible for the content of your Data. You agree that you and all users are solely responsible for the content and accuracy of your Data. You will bear all risks associated with the use of any information contained in, made available through, or accessible from the Service, including any reliance on the accuracy, completeness, or usefulness of your Data. You agree that GSI is not liable for Data submitted by any user of the Service or any output related thereto including, but not limited to, any errors, omissions, or corruptions therein, or for any damage of any kind incurred as a result of your Data.
   5. You confirm each Provider is properly licensed. You represent and warrant that each user of a Provider account is, and will be at all times, when such user accesses a Provider account on the Service, a physician, physician's assistant, mid-level practitioner or other practitioner duly licensed to practice medicine within the United States. The prior sentence will not prohibit a Provider account being used by an IT professional, care coordinator, or other administrative staff helping you use the Services, at your request, but all other terms governing the use and payment of Provider accounts do apply to such use.
   6. You and users will comply with all Laws and obey certain codes of conduct. You represent and warrant that you, users and Aafiliates will abide by all laws, regulations, rules, and standards of professional conduct applicable to the use or disclosure of your Data and the Services, including, without limitation, HIPAA, CAN-SPAM, the Telephone Consumer Protection Act (“TCPA”), Anti-Kickback Statutes, and The Stark Laws, and laws regarding the authorized practice of medicine. Under the terms of the CAN-SPAM Act, as between GSI and You, you are the sender of emails and text messages to patients or users and are obligated to follow all legal requirements applicable to the sending of emails and text messages under CAN-SPAM and TCPA, including but not limited to the prohibition against sending unsolicited emails and text messages to persons with whom you do not have a business relationship or who have not requested (opted-in) to your emails and/or text messages (Spam). Furthermore, you and users must not use the Services to transmit, store or destroy material that is in violation of any applicable law or regulation, or in a manner that infringes the copyright, trademark, trade secret or other intellectual property rights of others or violates the privacy, publicity or other personal rights of others, or that is unlawful, harassing, abusive, tortious, defamatory, threatening, harmful, libelous, invasive of another's privacy, vulgar, obscene or otherwise objectionable or which is harmful to minors in any way, each as determined in GSI’s sole discretion.
   7. You will properly monitor and maintain accounts. You agree that each user account will be used by one person. You agree that you will not allow any person other than users that you have authorized to use a user account. You agree to instruct all users to use the best practices necessary to maintain the security of the Services and their accounts, including locking or logging off a device when leaving that device unattended. You and users are solely responsible for maintaining the confidentiality of all passwords and accounts. You and users are fully liable for all activities that occur under each user account (including any Provider accounts). GSI has no control over the use of your or any user’s account and expressly disclaims any liability derived therefrom. You will immediately notify GSI of any unauthorized use of any account and you will immediately notify GSI of any breach of security involving the software. You agree to bear all risks associated with your creation or users’ creation of any accounts with outside individuals or entities. You agree to bear all risks associated with your disclosures or users’ disclosures of information to such outside individuals or entities, including of individually identifiable information or protected health information (PHI) as defined under HIPAA. You and users will not engage in any act which may interfere with or compromise the security or functionality of the Services.
   8. There are restrictions on your use of the Services. You shall not, and You shall not permit any of your users, employees, representatives or agents to: (a) copy or distribute the Services other than backup or archival copies; (b) directly or indirectly rent, lease, subcontract, operate or otherwise grant access to, or use for the benefit of any third party, the Services; (c) decompile, disassemble, reverse engineer or translate the Services; (d) change, modify, alter or make derivative works of the Services; (e) attempt to interfere with or disrupt the Services or attempt to gain access to any other services, hardware or networks owned, maintained or operated by GSI or its partners, licensors or suppliers; (f) disclose any passwords or other security or authentication device related to the Services to any person other than the person to whom it was issued; (g) directly or indirectly resell the Services; or (h) act as a gateway for Healthcare or Payment Transactions originating from another user or IT system to pass through Your IT system and gain access to Services.
4. Payment
   1. You will pay the specified fees. In exchange for your use of the Services hereunder, you agree to pay the fees outlined in each fully executed Product Order(s) / Services. Payment of all fees is subject to the terms set forth on the executed Product Order(s) / Services. Except as otherwise provided herein, all fees (including pre-paid fees) are nonrefundable. Any undisputed sum due to GSI not paid in accordance with the Product Order shall accrue interest at the rate of one and one-half percent (1.5 percent) per month (or the highest rate otherwise allowed by law) until paid. You will pay any applicable taxes relating to your purchases or orders under this MSA, but not including any taxes related to GSI’s income derived from such purchases or orders / services.
   2. GSI may occasionally offer promotional prices. GSI may offer promotional prices for certain Products / Services. These promotional prices are only valid for the day(s)/ week(s) / month(s) listed in the Product Order(s)/Services. If your subscription renews (automatically or otherwise) after the expiration of the applicable promotional period, then you will be charged the regular non-promotional monthly price for that Service for any additional periods thereafter.
   3. GSI can terminate your account if payment terms are not followed. In the event that any fee is not paid as outlined in the Product Order(s) / Services, GSI may either suspend or terminate your access to the Service and any related user accounts and terminate this MSA without liability, after seven (7) days prior notice to you (which we can provide via email, notice via the Service, or other means).
5. Term and Termination
   1. This MSA begins “As of the Date” of your first Product Order / Service. Unless elsewhere stated in this MSA or the Product Order / Service, the terms of this MSA shall be effective as of the date you and GSI execute your first Product Order / Service, and shall continue until terminated as provided in this MSA. Your subscriptions to use the Services under each Product Order/ Service shall continue for the subscription term specified therein, and will AUTOMATICALLY RENEW for consecutive subscription terms of equal length unless either party provides at least thirty (30) days written notice of termination prior to the expiration of the then-current term that it elects to terminate the subscription to use the Services under such Product Order/ Service at the end of the then-current term.
   2. You may terminate this MSA with 30 Days notice. In addition to any other events of termination outlined in this MSA, You may terminate this MSA for any reason, as long as thirty (30) calendar days' prior written notice is provided to GSI. Upon such termination, you will not be entitled to any refund of any fees previously paid to GSI for any Services.
   3. GSI may terminate this MSA. GSI may suspend or terminate the Services immediately and without prior notice to you in the event that GSI reasonably determines that doing so is required to protect the security or integrity of the Service or any data maintained in connection with the Service. In the event of such termination without prior notice, GSI will give notice to you as soon as reasonably possible. GSI may also suspend or terminate the Services upon written notice to you if GSI reasonably determines that you have breached any provision of this MSA.
6. Warranties and Liability
   1. GSI shall indemnify you against claims of Intellectual Property Infringement. Subject to Section 6.2 below, GSI shall indemnify you and users against all third-party claims brought against you or your users alleging that the Services, as provided by GSI herein, infringes any third-party’s intellectual property rights. This indemnification is contingent on you providing GSI prompt notice of any such claim. GSI shall not settle any claim that requires an admission of wrongdoing or any payment by you without your prior written consent, which shall not be unreasonably withheld. You shall have the right to participate at your expense in the defense of any such suit or proceeding through counsel of your own choosing. GSI shall have no indemnification obligation hereunder if the claim of infringement is based upon or arises out of (i) Your or any user’s breach of this MSA, (ii) any unauthorized modifications or alterations to the Services not authorized by GSI, (iii) the combination of the Services with other software, hardware, networks or services not provided or authorized by GSI, or (iv) use or distribution of other than the most current release or version of the Services (“Excluded Claims”).
   2. GSI may modify or terminate the Services if Infringement claims arise. In the event any part of the Services are held to, or GSI believes are likely to be held to, infringe or misappropriate any third-party’s intellectual property rights, GSI shall have the right at its sole option and expense to (i) substitute or modify the Services so that it is non-infringing, while retaining substantially equivalent features and functionality; (ii) obtain for you a right to continue using the Services; or (iii) if (i) and (ii) are not reasonably practicable as determined by GSI, terminate your right to use such Services and grant you a pro-rated refund for any fees you have pre-paid for such terminated Services that you have not yet used. GSI’S OBLIGATIONS IN SECTION 6.1 and 6.2 SHALL BE ITS SOLE AND EXCLUSIVE LIABILITY TO YOU AND YOUR USERS AND AFFILIATES WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS INVOLVING THE SERVICES.
   3. Other than explicitly written in this MSA, GSI offers no other warranties. Except for any warranties expressly stated herein, you agree that the Services are supplied to you "as is,” "with all faults" and "as available.” GSI makes no warranties that the Services will operate continuously, error-free or free of computer viruses or other harmful mechanisms, or that any Services will meet your or any user's requirements or will generate an acceptable or accurate result. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES BY GSI, EXPRESS OR IMPLIED, CONTRACTUAL OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, AND ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
   4. GSI’S LIABILITY IS LIMITED. EXCEPT FOR LIABILITIES ARISING OUT OF A BREACH OF THE WARRANTY APPEARING IN SECTION 6.1 ABOVE AND GSI’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIABILITY OF GSI FOR ANY LOSSES OR DAMAGE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THIS MSA FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, PRODUCT LIABILITY, OR STRICT LIABILITY, SHALL BE LIMITED TO ACTUAL, DIRECT DAMAGES INCURRED. IN NO EVENT SHALL SUCH LIABILITIES EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF ALL SUBSCRIPTION FEES PAID BY YOU TO GSI DURING THE TERM OF THIS MSA. EXCEPT TO THE EXTENT ARISING FROM A BREACH OF SECTION 6.1 ABOVE, NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES OR COVER DAMAGES, EVEN IF SUCH PARTY WAS ADVISED (ACTUALLY OR CONSTRUCTIVELY) OF THE POSSIBILITY OF SAME. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE HEREUNDER FOR SPECIAL DAMAGES, GENERAL DAMAGES, INCIDENTAL DAMAGES, INDIRECT DAMAGES, OR EXEMPLARY OR PUNITIVE DAMAGES. GSI’S SOLE AND EXCLUSIVE REMEDY FOR GSI’S FAILURE TO MEET OUR UPTIME COMMITMENT WILL BE THE PAYMENT OF SERVICE CREDITS DESCRIBED IN SECTION 2.3. GSI WILL HAVE NO LIABILITY TO YOU OF ANY KIND IN CONNECTION WITH YOUR OR YOUR USERS’ USE OF THE SERVICES TO COMMUNICATE WITH PATIENTS OR TO COORDINATE A PATIENT’S MEDICAL CARE.
   5. These warranties and liabilities are only valid as permitted by law. Certain states or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
   6. You have Indemnification Obligations. You agree to indemnify and hold GSI, its directors, officers, employees and agents harmless from any and all liabilities, claims, damages, loss and costs (including reasonable attorneys' fees) related to (i) any violation under HIPAA or other applicable law resulting from your use of the Services (to the extent not specifically caused by GSI’s provision to you of the Services), (ii) arising due to your or users’ communications or disclosures with patients or other outside individuals or entities on or through the Services, or (iii) your or users’ breach of any obligation, representation or warranty made in this MSA.
   7. Obligations in case of dispute. If any dispute arises between you and GSI, the disputed matter shall be referred to respective executives responsible for administration of this agreement for resolution. In the event these executives fail to resolve the dispute within fifteen (15) days after the referral of the dispute to them, you and GSI shall escalate the dispute to respective Chief Operating Officers, or their designees, for resolution. If Chief Operating Officers or their designees are unable to resolve the dispute within fifteen (15) days of the referral of the dispute to them, or such longer period as agreed to in writing, each of them shall mutually settle internally in lieu of any legal proceedings. The parties knowingly and willingly each waive their respective rights to a trial by jury of any claim or cause of action based upon or arising out of or related to this MSA, in any action, proceeding or other litigation of any type, whether with respect to contract claims, tort claims, or otherwise, including any action, counterclaim or other proceeding which seeks, in whole or in part, to challenge the validity or enforceability of this MSA or any provision hereof. This MSA and the rights and duties will be governed and construed in accordance with Illinois law without regard to its conflicts of law principles.
7. General Terms
   1. GSI may aggregate your Data. You consent that GSI may aggregate your Data, as permitted by HIPAA. You further consent that GSI may disclose anonymous statistics derived from Your Data to third-parties.
   2. GSI may De-Identify your Data. You consent that GSI may de-identify your Data, as permitted by HIPAA, and detailed in 45 CFR 164.514(a).
   3. Here are directions to follow if notice is needed. GSI may give notice, including notice of any modifications or amendments to this MSA, by means of a general notice on the Service, electronic mail to your e-mail address on record in GSI's account information, or by written communication sent by first class mail to your address on record in GSI's account information. You may give notice to GSI at any time by via., electronic mail to support@galvatechsol.com; All such notices shall be effective when posted.
   4. This MSA is governed by Illinois Law. This MSA will be governed by Illinois law and United States federal law, without regard to the choice or conflicts of law provisions of any other jurisdiction.
   5. The MSA, Product Order(s) / Service(s), BAA and Payment form constitute the full MSA. The MSA, the Product Order(s) / Service(s), BAA, EULAs (if any), and Payment method form, together with any fully executed additional exhibits, constitute the entire agreement and understanding of the Parties with respect to the subject matter. In the event of a conflict, the order of priority shall be: (i) the Product Order(s), but only as to the specific Services ordered thereunder, (ii) the BAA, (iii) this MSA, and (iv) the EULAs (if any). It is intended as the Parties' final expression and complete and exclusive statement of the terms, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written or oral, and, except as expressly provided herein, may be amended or modified only by an instrument in writing signed by both parties.
   6. In this agreement, headings are for convenience only, and including means “Including without Limitation.” The headings and titles of the provisions of this MSA are inserted for convenience only. They don’t have any legal effect and won’t affect the construction or interpretation of any provision. All references to “including” in this MSA will mean “including without limitation.”
   7. You and GSI are independent contractors. You and GSI are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
   8. No Third-Party Beneficiaries. Except as expressly set forth herein, there are no third-party beneficiaries under this MSA.
   9. No Waiver. No failure or delay by either party in exercising any right under this MSA will constitute a waiver of that right.
   10. You are responsible for affiliates. Any entities that you control or engage (“Affiliates”) are also governed by this MSA. For example, a billing company engaged by you, is an affiliate. You are responsible for ensuring that your affiliates comply with the terms of this MSA. You shall be liable for any acts of an affiliate that fail to comply with this MSA or with the terms of the Product Order / Service. You are also responsible for ensuring that these affiliates have the appropriate BAA with you to cover their use of the Service, in accordance with HIPAA.
   11. The rest of this contract is valid, even if a clause is held invalid. If any provision of this MSA or any provision in a Product Order/Service is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this MSA will remain in effect.
   12. We’re both excused for things out of our reasonable control. If either party is unable to perform any of its obligations hereunder (other than payment obligations) due to any act of God, fire, casualty, flood, war, strike, shortage or any other cause beyond its reasonable control, (a “Force Majeure”) and if such party uses reasonable efforts to avoid such Force Majeure and minimize its duration and gives prompt notice to the other party, then the affected party's performance shall be excused (and shall not be deemed a breach of this MSA) and the time for its performance shall be extended for the period of delay or inability to perform. If a party’s failure to perform due to a Force Majeure continues for more than thirty (30) calendar days, then either party may terminate this MSA upon written notice to the other party.
8. Glossary of Defined Terms
   1. Service: means GSI’s products, websites, apps, software and services that you are granted a right to use under your applicable Product Order(s)/ Service(s).
   2. User(s): means any individual(s) and/or entities accessing the Services and user accounts made available to you under this MSA, whether or not authorized by you.
   3. GSI: means Galvatech Solutions Inc., which also does business as GSI. GSI is also sometimes referred to in this MSA as “we” or “us” or “our.”
   4. Provider: means a specific type of User account, as specified at the time of account creation, that is intended for use by medical providers, practitioners, medical provider staff, case workers, and care coordinators.
   5. You: means the entity contracting with GSI, as confirmed on the Product Order(s).
   6. Your Data: means all information (including patient-related data) recorded by a User using the Service or submitted or disclosed by a User to GSI through use of the Service or otherwise. This includes Quality Data. Your Data specifically excludes Feedback.
   7. Feedback: means any suggestions, ideas, or feedback relating to the Service provided by You or any User to GSI.
   8. Uptime: means the time that your applicable Services are accessible for use over the internet, except that the following will be considered excused downtime and not part of the Uptime calculation: (i) downtime for scheduled maintenance, as long as this maintenance affects the availability of the Service for 15 minutes or less, and (ii) downtime as a result of power outages, system failures or other interruptions beyond GSI’s reasonable control.