TSI Healthcare Terms of Service

[Updated on January 9, 2019]

The following are the “Terms and Conditions” which govern the delivery of the Patient Engagement Platform provided by TSI Healthcare, Inc. (“TSI”) to the client noted in the applicable Patient Engagement Platform/Luma Health agreement which is executed by and between the parties and references these Terms and Conditions. Client warrants that the individual executing the Patient Engagement Platform/Luma Health agreement is a duly authorized representative of Client.

Project Authorization & Services. The “Services” provided under these Terms and Conditions will include TSI “writing” to Client’s NextGen database. Client has been informed that providing “write” access (instead of “Read Only”) is necessary for this application and acknowledges and agrees that providing such access may invalidate certain provisions of Client’s End User License Agreement with NextGen (“EULA”).

Limitation of Liability. In no event shall TSI, nor any of its officers, directors and employees, be liable to Client for anything arising out of or in any way connected with TSI’s provision of the Services or Client’s use of the Patient Engagement Platform, whether such liability is under contract, tort or otherwise, and TSI, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to TSI’s provision of the Services or Client’s use of the Patient Engagement Platform.

Indemnification. Client hereby indemnifies to the fullest extent and holds TSI harmless from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorneys’ fees and court costs) arising out of or in any way related to TSI’s provision of the Services, Client’s use of the Patient Engagement Platform, Client’s breach of the EULA (or any related agreement), or the failure to otherwise comply with any obligation under such agreement. This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys’ fees, and related costs and expenses.

No Warranties. The Services are provided “as is,” with all faults, and TSI expressly disclaims any and all warranties of any kind or nature whether express, implied or statutory, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, noninfringement, design or sutability, or quality of the Service, or the performance of the Patient Engagement Platform. No warranties shall arise under these Terms and Conditions from course of dealing or usage of trade.

Waiver. Client represents and warrants that it has the power and authority to agree to these Terms and Conditions, and said acceptance will not violate the terms of any existing agreements or warranties of another third party.

Severability. If any provision of these Terms and Conditions is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms and Conditions unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

Entire Agreement. These Terms and Conditions constitute the entire agreement between TSI and Client related to TSI’s provision of the Services, or Client’s use of the Patient Engagement Platform, and supersedes any prior oral or written statements or agreements between the parties related to such matters.

Governing Law & Jurisdiction. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of North Carolina, without regard to principles of conflicts of laws.

Updates to Terms of Service. These Terms and Conditions may be updated from time to time and without notice.