Remote Patient Monitoring, powered by Validic

BY SIGNING THE ORDER FORM WITH NEXTGEN HEALTHCARE, INC. THAT INCLUDES THE REMOTE PATIENT MONITORING POWERED BY VALIDIC SOLUTION (“OFFERING”), CLIENT IS AGREEING TO THE FOLLOWING TERMS AND CONDITIONS AS SET BY VALIDIC INC.

IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE OFFERING.

Validic provides a digital health platform that (i) accesses, collects and standardizes authorized personal health and activity information (“Authorized Data”) collected using third party applications and devices (“Apps”) and often stored on servers owned or controlled by the owners of the Apps, and (ii) coordinates and manages permissions and credentialing between the Apps and Validic’s clients. Subject to the terms and conditions of this Agreement, Client is granted a non-exclusive, non-transferable right to access and use the Offering for Client’s internal use. Initially Validic will be presenting the Authorized Data as a framed window within NextGen Healthcare’s offering. Subsequently, Validic will be transmitting the Authorized Data to NextGen Healthcare, who will then present the Authorized Data to Client’s NextGen® offering.

Permitted Uses. Client shall be solely responsible for ensuring that each Connected User (i) designates the Apps from which that Connected User’s Authorized Data is to be collected, (ii) authorizes each such App to allow Validic to collect such Authorized Data for use with the Offering and the Client System, (iii) consents to the collection, use and storage of such Authorized Data by Validic (iv) consents to the transmission of the Authorized Data by Validic to NextGen Healthcare for NextGen Healthcare’s collection, use and storage of such Authorized Data to provide products and services to its clients, and (v) agrees to the permitted uses and disclosures by Client of that Connected User’s Authorized Data (“Permitted Uses”). Client shall not use or disclose any Connected User’s Authorized Data for any purpose other than the Permitted Uses without the express prior written consent of the Connected User.

Laws. Client shall comply with any obligations under applicable laws, rules and regulations in the performance of this Agreement including, without limitation the Health Insurance Portability Act of 1996 (“HIPAA”) and any other applicable privacy and security regulation, with respect to its processing, use, storage and disclosure of Authorized Data.

Ownership and Responsibilities. Client acknowledges that (i) Authorized Data is owned by Connected Users and is not owned or controlled by Validic and (ii) as between Validic and Client, Client shall be solely responsible for all use, storage, and disclosure of Authorized Data received by it. Client acknowledges and agrees that all ownership right, title, and interest in and to the Offering, including without limitation all corrections, enhancements, improvements to, or derivative works thereof (collectively, “Derivative Works”), and in all intellectual property and proprietary rights therein or thereto (“Intellectual Property Rights”) are owned by Validic or its licensors.

Client Data. For the purposes of the Offering, Client Data means all information and other data provided by Client or a Connected User, or collected by Validic on Clients’ behalf, in relation to the Offering, and (ii) any information and other data relating to Client or a Connected User otherwise captured by the Offering. Client grants to Validic a non-exclusive, royalty-free, limited license to access and use Client Data for the purpose of providing the Offering to Client. Client is solely responsible for the accuracy and content of all Client Data. Validic does not guarantee the accuracy, integrity or quality of such Client Data. Client shall not use the Offering to: (a) send, upload or otherwise transmit any Client Data that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) upload or otherwise transmit, display or distribute any Client Data that infringes any trademark, trade secret, copyright or other proprietary or intellectual property rights of any person; (c) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Offerings or (e) violate any applicable law or regulation. Client shall defend, indemnify and hold Validic harmless from any breach of the foregoing by Client. Notwithstanding anything to the contrary in the Agreement, Client acknowledges and agrees that Validic and NextGen Healthcare shall have the right to collect, copy, use, distribute, and display any information, analysis, statistics and other data generated by Validic (or on behalf of Validic), which results from Client’s use of the Offering provided however that (i) Validic shall not disclose or distribute any such data unless such data is in an aggregated, de-identified (anonymized) form that would not permit a third party to identify the data as associated with Client or any of its personnel (“Validic Aggregated Data”); (ii) Validic uses only for internal analysis purposes; and (iii) Validic does not use, license, distribute or sell the Validic Aggregated Data for purposes of targeting any communications, advertising or marketing to any individual. Validic will own all right, title and interest in and to the Validic Aggregated Data and any and all algorithms, processes, inventions, materials, techniques, know-how and creations developed by or on behalf of Validic via its use of the Validic Aggregated Data.

Client agrees that it shall not, and shall not permit any third party to, directly or indirectly: (i) modify, alter, revise, decompile, disassemble, reverse engineer, create derivative works or attempt to derive the source code of the Offering; (ii) lease, rent, sublicense, distribute or otherwise make available the Offering, in whole or in part, to any third party other than Connected Users; (iii) use the Offering for any unlawful purpose; (iv) attempt to tamper with, alter, disable, hinder, bypass, override, or circumvent any security, reliability, integrity, restriction or requirement of the Offering; (v) remove, obscure or alter any copyright, trademark, patent or proprietary notice affixed or displayed by or in the Offering; (vi) interfere with or disrupt the integrity or performance of the Offering or the data contained therein; and (vii) access the Offering in order to build a competitive product or Offering, copy any features, functions or graphics of the Offering or monitor the availability and/or functionality of the Offering for any benchmarking or competitive purposes.

Client acknowledges and agrees that the Offering currently supports and is able to collect Authorized Data from the Apps set forth at https://validic.com/inform-connected-apps-and-devices. All Apps are owned and maintained by third parties and Validic is not responsible for the Apps, including, without limitation, the malfunction or other failure of any App. Validic may add additional Apps during the term of the Agreement. Validic may discontinue an App at any time.

Warranties. Validic warrants, represents, and covenants that (i) the Validic Technology will perform in all material respects in accordance with the Documentation (the “Performance Warranty”); and (ii) Validic shall implement and maintain current industry standard anti-virus measures to detect, prevent and remove viruses and other contaminants designed to damage, alter, delete, disable, or permit unauthorized access to, Customers’ databases, systems, equipment or property, and to prevent the spread of computer viruses between the parties which access or exchange data or software through any network connectivity.

Disclaimer. VALIDIC DOES NOT WARRANT THAT THE OFFERING SHALL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION OF THE OFFERING SHALL BE UNINTERRUPTED OR ERROR FREE. THE OFFERING IS PROVIDED “AS IS”. VALIDIC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM USE OF THE AUTHORIZED DATA PRESENTED EITHER BY OR THROUGH VALIDIC TO THE OFFERING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM OR THROUGH THE OFFERING SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CLIENT.

LIMITATION OF LIABILITY. IN NO EVENT SHALL VALIDIC OR NEXTGEN HEALTHCARE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE OFFERING, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLE, EVEN IF VALIDIC OR NEXTGEN HEALTHCARE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

No Medical Advice. CLIENT UNDERSTANDS AND AGREES THAT VALIDIC IS NOT RESPONSIBLE FOR CLIENT’S HEALTHCARE SERVICES AND THAT THE OFFERING IS AN INFORMATION TOOL ONLY. THE OFFERING IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT IN THE PROVISION OF HEALTHCARE SERVICES.