Hospice Hug Software License Agreement Terms and Conditions
IMPORTANT – READ CAREFULLY
THIS INTERNET PLATFORM END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND VIRTUAL INTERCONNECT, LLC ("Virtual Interconnect"). READ IT CAREFULLY BEFORE CREATING AN INTERNET PLATFORM HOSTED BY VIRTUAL INTERCONNECT, LLC, ON ITS SERVERS ("Servers"). IT PROVIDES A LICENSE TO USE THE SERVERS TO CREATE AND MAINTAIN AN INTERNET PLATFORM AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY CREATING AN INTERNET PLATFORM, YOU ARE CONFIRMING YOUR ACCEPTANCE OF AN INTERNET PLATFORM AND AGREEING TO BE BOUND BY THE TERMS OF THIS
AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT
CREATE AN INTERNET PLATFORM.
- 1.1 "Basic Package" means an installation of the Hospice Hug software and content with the following features:
- Autoresponder system with pre-written messages for 13 months of bereavement care;
- Contact database;
- 100MB (one hundred megabytes) of data transfer per month.
- 1.2 "Content" means all data, text, images, animation, video, audio, graphics, photographs, artwork and other similar materials, placed on the Servers.
- 1.3 "Documentation" means all user guides, reference manuals, instructional and/or promotional CDs and DVDs, video tutorials, and other promotional materials and documentation provided by, or otherwise made available by, Virtual Interconnect.
- 1.4 "Intellectual Property" means, without limitation, a party's proprietary trademarks, trade dress, trade names, corporate names, works of authorship, ideas, know-how, methods, techniques, engineering designs, discoveries, inventions, innovations, software programs, data or firmware, processes, procedures, inventions, information, symbols, data, pictures, drawings, designs, or systems, whether written or electronically generated, displayed, reproduced, stored or recorded in any manner, and all derivatives, modifications, improvements, enhancements, and discoveries conceived of or arising there from.
- 1.5 "Licensee" means the purchaser of the license rights grated by this EULA (also referred to as "You" or "Your").
- 1.6 "Licensed Product" means an Internet Platform and its components, in Source Code or Object Code form, as well as all included written materials, audio recordings, and documentation, for which Licensee has paid the applicable license fees (also referred to as an "Internet Platform" and/or "Software").
- 1.7 "Licensor" means Virtual Interconnect, LLC, or its successors or assigns (also referred to as "Us" or "We" or "Our").
- 1.8 "Servers" means the technological resources on which Our Internet Platform systems run.
- 1.9 "Upgrades" means one of the additional features We have available to you, as specified in Article 2, that are not included within the Basic Package.
- 1.10 "Viewer Minutes" means one (1) viewer watching one (1) minute of video. All time measurements in regards to video are rounded up to the next full minute. As an example, 1 minute 30 seconds is considered to be 2 minutes.
- 2.1 Grant of License. In accordance with the terms and conditions of this EULA, We grant You a non-exclusive, nontransferable license to use the Servers to create and manage an Internet Platform consistent with this EULA. All rights to and in the Internet Platform, including, but not limited to, Intellectual Property rights, belong to Us; and We hold title to each Internet Platform, excluding all Content uploaded by You, hosted on Our Servers. Users of the Software shall be limited to the hospice location from which the Licensee operates. You may not sublicense, transfer, or assign, in whole or in part, the Internet Platform to others. If the GPS Mapping Module is chosen, its use shall be limited to mapping Your own work. Please note that the newsletter function of the software shall be a limited license not to exceed 10,000 newsletter messages per month.
- 3.1 Upgrades. The following optional upgrades are available to you, in accordance with Article 5:
- Community Outreach
- Customizable feedback - survey module
- Donation Solicitation
- Customized electronic form creation and submission
- Credit Card Processing integration to assist you in taking donations, raising money, or taking payments
- Blog Functionality
- Hospice Specific Branding
- Tech support/custom programming
Pricing is dependent on your patient census. If you would like to add any of these upgrades, please call us. Technical support is available at a rate of $75/hour.
- 4.1 Registration or Renewal of Domain Name(s). A Domain Name is a fully registered internet address for your Internet Platform. You can choose from a .com, .net, .org, or a handful of others. Registration is subject to availability - if the name you choose is not available, we can't register it. We can register one or more Domain Names for your use, to be pointed to the Internet Platform, at a rate of $50 (U.S. Dollars) per year per Domain Name to be paid as specified in Article 5.
- 4.2 Transfer of Domain Name(s). If you already have a Domain Name, and you would like to use it for your Internet Platform, we may have to do a Transfer. Transfer of Domain Name(s) has a one time fee of $50 (U.S. Dollars) per Domain Name to be paid as specified in Article 5. When the Transfer is complete, one year will be added to the duration of your registration. When the term of your registration expires, the Domain Name(s) will be renewed at standard rates as specified in section 4.1. You can only transfer in Domain Names that you own or otherwise have rights to. For a successful transfer, as we do not own the Domain Name, we will need your full cooperation to transfer it to us. The amount of participation varies, but generally includes unlocking the Domain Name, setting the administrative contact e-mail address, and Authorization Code. We will have to contact you with the exact steps you will need to take for the transfer to go as smoothly as possible.
- 4.3 Early Renewal. To make sure your Domain Name does not expire, you authorize us to renew your Domain Name(s), and we may charge you for renewal of your Domain Name up to six (6) months before it expires. When we renew a Domain Name, regardless of how early it is renewed, one (1) year is added to the duration of the registration.
- 4.4 Subdomains. Should you choose not to register a Domain Name, or while a Transfer of a Domain Name is in process, You may choose a Subdomain to use, subject to availability, at no cost to You. Because Subdomains are placed under the Domain Names that We own, they are not transferable to other providers. E-mail functions may or may not be available if You do not have a Domain Name. We may, at our sole discretion, change your Subdomain address to a new one of Our choosing.
- 4.5 Uniform Domain-Name Dispute-Resolution Policy. For all Domain Names or Subdomains, You agree to the terms and conditions outlined in the Uniform Domain-Name Dispute-Resolution Policy, available at http://www.icann.org/en/udrp/udrp.htm.
- 5.1 Basic Package. The Basic Package has a one-time set up fee, due immediately upon execution of this Agreement and payable to Us, plus a monthly fee per month, both calculated based on Licensee's yearly patient census as specified in the following table:
Fees may be periodically adjusted as your census changes.
- 5.2 Payment Type. Due to the recurring nature of the charges, all payments must be paid with a credit card. Payment in other forms, such as checks or cash, will not be accepted, unless agreed upon in writing separately from this Agreement. We accept most credit card types. If you are unsure whether we will accept the credit card you have, please contact Us for clarification before executing this Agreement.
- 5.3 Payment Schedule. For all charges payable to Us by You, we will bill as follows:
- Invoices for the current month are sent out between the 1st (first) of the month and the 15th (fifteenth). We send invoices via e-mail to the e-mail address we have on file for you. You are responsible for providing us with your correct e-mail address. This is a courtesy service, and if you do not receive your invoice, we will not be held responsible.
- The amount on the invoice will be charged to the credit card we have on file between the 15th (fifteenth) and the end of the month.
- 5.4 Credit Card Information. You are responsible for ensuring that We have correct billing information for your credit card. In the event that You cancel the credit card that We have on file, or it expires, it is Your responsibility to contact Us to update Your information.
- 5.5 Grouping of Charges. All charges for a month will be grouped together into one invoice. This includes, but is not limited to, Set Up fees, Monthly Hosting fees, Domain Name charges, and Upgrades.
- 5.6 Upgrades. A list of Upgrades and their fees is provided in Article 3. Upgrades may be chosen in addition to the Basic Package. If an Upgrade is chosen, that option's fee will be due in addition to the Basic Package fee each month.
- 5.7 Refunds. All fees charged are non-refundable.
- 5.8 GPS Standard Package. The GPS Standard Package requires the Basic Package, the Password-protected Pages add-on, and the GPS Mapping Module add-on. If this package is chosen, the standard rates for the Basic Package and each of these add-ons will apply.
- 5.9 GPS Equipment Package. The GPS Equipment Package requires the GPS Standard Package in addition to a one-time set up fee of $1,000.00 (U.S. Dollars), due immediately upon execution of this Agreement and payable to Us.
- 6.1 Term. This EULA shall remain in effect until terminated.
- 6.2 Termination by You. You may terminate this EULA by providing sixty (60) days written notice to Us.
- 6.3 Termination by Us. We may terminate this EULA at any time if You breach any of the terms and conditions of this EULA.
- 6.4 Deletion of Content. Upon termination of this EULA, Your license to use the Servers terminates immediately and all Content, including, but not limited to, Content provided by Licensee and e-mail messages, on Our Servers may be deleted.
- 6.5 Survival of Rights after Termination. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damager, and Our proprietary rights shall survive termination.
Feature Requests and Bug Fixes
- 7.1 Feature Requests and Bug Fixes. You agree that any Intellectual Property received from You regarding possible improvements to the Internet Platform, or other products or services, provided by Us, including, but not limited to, design requests, color changes, feature requests, bug reports, suggestions, and ideas, will be given to Us under a worldwide perpetual non-exclusive transferable irrevocable royalty-free license, which we may also sublicense to other third parties at our sole discretion. This also retroactively applies to any communications received prior to the execution of this Agreement. You also understand that any improvements made to the Internet Platform, or other products or services, as a result of this Intellectual Property are Our sole property, and you explicitly forfeit all rights to them. All improvements to the Licensed Product may be used for any use we choose, including, but not limited to, use by our other customers.
Automatic Updates and Amendments
- 8.1 Automatic Updates. We may change the terms of this Agreement from time to time. When we do so, the updated terms will be made available at http://www.hospicehug.com/termsandconditions.php. If new terms are posted, they will supersede the terms in the previous version. The new terms will take effect 30 days after posting, or the next time you access the Licensed Product, whichever comes first.
- 8.2 Amendment(s). This agreement may be amended at any time by mutual agreement of both parties as follows: one of Our authorized officers communicates to You via a communication method listed in section 9.7 with the terms of the amendment. The terms are then binding upon receiving a communication in return which contains the words "I agree". The authorized officer then replies with the word "Confirmed". If the agent acting on Our behalf is not authorized to amend these terms, if You do not reply in the manner specified, or if We do not reply with "Confirmed", the proposed amendment is rendered void after fifteen (15) days and must be renegotiated.
- 8.3 Equipment. If a package is chosen that includes equipment and/or software from third parties, You authorize us to agree to any and all license agreements, EULAs, and contracts for the software and/or hardware on your behalf. Upon receipt of the software and/or hardware by You, You agree to abide by and be bound by the terms of these agreements.
Obligatory Boilerplate Stuff
- 9.1 Licensee Warranty. You warrant that You own or have the legal right to use all Content on your Internet Platform, and that such Content does not violate or infringe the Intellectual Property rights of Us or any third party, or violate any applicable law, rule, or regulation. You shall defend, indemnify, and hold harmless Us and Our members, employees, re-sellers, and agents from any and all losses, claims, damages, expenses, and liabilities of any kind incurred in enforcing this indemnity.
- 9.2 Limited Warranty. The Licensed Product is intended for commercial, institutional, industrial, or individual users. We do not warrant that the functions provided by the Licensed Product will meet Your requirements or that the operation of the Licensed Product will be uninterrupted or error-free. We are not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Licensed Product or for problems in the interaction of the Licensed Product with non-Licensor software. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS MEMBERS, EMPLOYEES, RE-SELLERS, OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.
- 9.3 Disclaimer. EXCEPT AS PROVIDED ABOVE, THE LICENSED PRODUCT IS PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCT IS WITH LICENSEE.
- 9.4 Limitation of Liability. IN NO EVENT WILL LICENSOR OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, DEVELOPMENT, PRODUCTION, OR SALE OF THE LICENSED PRODUCT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF USE OF OR INABILITY TO USE THE LICENSED PRODUCT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES.
- 9.5 HIPAA Notice. Licensee agrees and understands that Grantor is not a covered entity under the Health Insurance Portability and Accountability Act of 1996 and is not subject to the information handling requirements contained therein. Licensee shall comply with the HIPAA law without assistance from Grantor. Licensee agrees to release, indemnify and hold Grantor harmless for any violations of HIPAA.
- 9.6 No Binding by Third Parties. You agree and acknowledge that all other third parties have absolutely no authority to bind Us.
- 9.7 U.S. Government as Licensee. The Licensed Product is a "commercial item," as that term is defined at 48 C.F.R. 2.101, developed exclusively at private expense, consisting of "commercial computer software" and "commercial computer software documentation" as those terms are defined in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7204-4, all U.S. Government end users acquire the Licensed Product with only those rights as are granted to all other end users set forth in this EULA.
- 9.8 Proper Notices. All notices and other communications required or permitted under this EULA shall be deemed to have been given if mailed, postage paid, transmitted by facsimile, personally delivered, delivered by a commercial delivery service, to the address of the Licensee listed on file with Licensor or to the address of the Licensor as currently provided at http://www.virtualinterconnect.com/, or, for us to communicate to you, delivered via e-mail to the e-mail address of the Licensee listed on file with Licensor. It is Your sole responsibility to update Us with Your current contact information.
- 9.9 Governing Law. This EULA shall be governed by and interpreted under the laws of the State of Michigan, United States of America, without regard to conflicts of provisions.
- 9.10 Joint Venture. Nothing contained in this EULA shall be construed so as to make the partied partners or joint venturers.
- 9.11 Waiver. The failure of either party to this EULA to insist upon the performance of any of the terms of conditions of this EULA will not be construed as thereafter waiving any such terms or conditions but the same will continue and remain in full force and effect as if no such forbearance or waiver had occurred.
- 9.12 Integration. LICENSEE AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR, AND SUPERSEDES ANY PROPOSAL, REPRESENTATION, OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT WHETHER MADE BY LICENSOR OR RESELLER OF LICENSED PRODUCT.
- 9.13 Severability. If any provision of this EULA becomes or is declared by a court of competent jurisdiction to be unenforceable, this EULA shall continue in full force and effect without the provision.
- 9.14 Headings. All article, section, and paragraph headings contained in this EULA are for reference only and in no way define, limit or extend the EULA or the intent of any of its provisions.
Updated October 27, 2013.