NextGen^® Healthcare SaaS Offerings

Effective 10-01-2018

As it relates to Client’s use of any Software as a Service solution offered by NextGen Healthcare obtained through any third-party vendor, in conjunction with the terms of the Partner’s agreement with Client, Client agrees to the following additional terms and conditions.  To the extent of any conflict between the Partner’s agreement and these terms and conditions, the terms of this document shall prevail.

1. SaaS SUBSCRIPTION /FEES. Client is entering into a subscription, through Partner, to access and use certain Products and Services made available by Company in a Software as a Service Model. (“SaaS”)  During the SaaS Service Term, and provided Partner has paid Company the applicable SaaS subscription fee, Client will have the right to access and use each SaaS offering set forth in the applicable Order Form.  Each SaaS subscription entered into is personal to Client, non-exclusive and non-transferable. The SaaS subscription(s), and its associated SaaS Fee, set forth in the applicable Order Form or Schedule, includes for the specific Products and Services: i) the access and use of such Products and/or Services, (ii) non-administrative access to the Company controlled System upon which the SaaS offering is operated for such Products and/or Services, (iii) Software Maintenance Services on such Products and/or Services, (iv) updated versions of the Third Party Software listed as included and, (v) for each SaaS subscription purchased by Client that is based solely on a Provider Metric, the ability to have that Provider and four (4) additional non-Provider SaaS End Users utilize the SaaS Subscription.  No license to the Product(s) is granted to Client under a SaaS subscription.  
2. PLUG-IN SOFTWARE LICENSE. Certain SaaS offerings may require Client to install on its equipment Plug-In software to access and use the SaaS offering.  During the SaaS Service Term, Client will have a non-transferable and non-exclusive license to permit its SaaS End Users to install, use and implement Plug-In Software solely to access the SaaS offerings for Client’s internal operations as permitted under this Schedule.
3. EFFECT OF TERMINATION; TRANSITION; RETURN OF CLIENT DATA. Upon termination or expiration of the SaaS Service Term: (A) Client’s right to access and use the SaaS offerings and all related functionality therein, immediately terminates and (B) Client must, at its expense, remove and delete all copies of any Plug-In Software, if any.  Client will promptly identify, in writing, a named individual authorized to whom Company can: (A) provide a copy of any Client Data stored within the SaaS offering(s) or (B), at Company’s discretion, provide a link for Client to download the Client Data.  Company will provide such identified representative with a copy of Your Client Data or the aforementioned link.  Upon confirmation of receipt of the Client Data, Company will delete all Client Data residing on hardware controlled by Company to the extent allowed by law.  Client may procure additional transition services at Company’s then current hourly rates and standard terms and conditions.
4. DEFINITIONS. Capitalized terms shall have the meaning set forth in the Order Form or applicable Schedule, General Terms and Conditions or as defined below.
   1. “Fulfillment” means, for SaaS, when Company has confirmed that the SaaS offering is ready for Client to commence operating in a production environment.
   2.  “SaaS Fee” means, the fee for each SaaS offering calculated monthly by Company as follows: the applicable SaaS subscription unit price times the applicable Metric quantity – both as set forth in the Order Form or applicable Schedule.
   3.  “Plug-in Software” means certain, if any, locally installed software necessary for SaaS End Users to access and use the SaaS offering.  “Plug-in Software” is Company Software.
   4.  “SaaS End User” means any Provider that needs to have log-in authority to an applicable SaaS offering.