Rapid Improvement Systems
Software as a Service (SaaS) - Subscription Terms
BY CLICKING THE “I ACCEPT – CREATE AN ACCOUNT” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE RAPID IMPROVEMENT SYSTEMS (“RIS”) MINUTE SURVEY ONLINE SERVICE AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE “SERVICE”). IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS, CLICK THE “I DECLINE” BUTTON, IN WHICH CASE YOU WILL NOT BE PERMITTED TO USE THE SERVICE OR DOWNLOAD THE CLIENT-SIDE SOFTWARE.
1. INTRODUCTION
1.1 Subject. These Software as a Service (SaaS) Subscription Terms (“Terms”) apply to and govern your organization’s use of the Service, which is described on the RIS web site located at https://www.tellmymd.com . The Service is made available to users on a subscription basis.
1.2 Acceptance. In order to use the Service and download its associated client-side software to your computer – which is necessary for you to use the Service – you must review and indicate your acceptance of these Terms by clicking on the provided “I Accept – Create an Account” button. If you do not accept these Terms, you will not be permitted or able to download the client software or use the Service.
1.3 Legal Effect of Acceptance. By accepting these Terms, you are creating a binding legal contract between RIS and your organization. Except where otherwise required by the context, the term “you” as used in these Terms will be deemed to refer to and include both the individual accepting these Terms on behalf of his or her organization and the organization for whose benefit the Service is being activated.
1.4 Eligibility. You may not accept these Terms or use the Service unless (a) you are of legal age to form a binding contract with RIS, (b) you have the authority to bind your organization to these Terms by accepting them.
2. FREE TRIAL USE
2.1 Trial Period. In order to afford you an opportunity to determine the suitability of the Service to your organization’s needs, your use of the Service for the first two months (the “Trial Period”) is at no charge from RIS. You are responsible, however, for providing your own internet connectivity to the Service. You can stop using the Service at any time and for any reason prior to the end of the Trial Period and not incur any charges for use of the Service during the Trial Period. The Trial Period is provided once per organization – not once per each individual user of the Service.
2.2 Trial Period Use and Evaluation of the Service. In return for RIS allowing you to use the Service at no charge during the Trial Period, you agree to make reasonable efforts to use and evaluate the Service during the Trial Period and agree to complete a Minute Survey regarding the Service at the completion of your Trial Period use.
2.3 Trial Period Support. RIS’s standard support for the Service, as described in Section 5 of these Terms, will be available to you during the Trial Period as necessary to assist you in your use and evaluation of the Service.
2.4 Procedure to Stop: To stop using the service, send an email or a letter to RIS support using the address posted on the “Contact Us” page of the RIS web site.
3. SERVICE SUBSCRIPTION AND PRICING
3.1 Initial Subscription Period. If you continue to use the Service after the end of the Trial Period, you will be deemed to have purchased a one year subscription for the Service (the “Subscription Period”). No notice will be provided about the end of trial period and start of the one year subscription period.
3.2 Subscription Cancellation. The Service is not cancellable during a Subscription Period except as provided in Section 9.2 and Section 10.
3.3 Subscription Renewal. At the end of each Subscription Period, the Service will automatically renew for an additional one-year Subscription Period at RIS’s then-current prices posted on its web site unless either party gives the other written notice of non-renewal at least 30 days prior to the current Subscription Period’s end date.
3.4 Service Pricing. RIS charges for use of the Service during a Subscription Period depend on the mode of use by the user and are described on RIS’s web site.
3.5 Invoicing. RIS will invoice you for the annual subscription fee at (or 30 days prior to) the beginning of each Subscription Period. Charges for phone calls and postcards will be invoiced based on actual rate of use.
3.6 Payment. RIS invoices are due and payable in full within 30 days from the invoice date. If your organization does not pay an invoice within 30 days after the invoice date, the overdue balance will be subject to late payment interest at the rate of 1.5% per month, or the maximum rate allowed by law if less. This interest will begin to accrue on the first day after the payment due date and will accumulate on the outstanding balance on a daily basis until paid in full. If your organization withholds payment of any amount due under an invoice that has not been disputed in good faith and in writing prior to the payment due date, RIS may suspend your organization’s access to and use of the Service until the outstanding balance has been paid in full. RIS will restore access to the Service promptly after all outstanding amounts owed have been paid. In addition, you shall be liable for any costs of collection (including reasonable legal fees) incurred by RIS with respect to late payments.
4. ACCESS AND USE
4.1 Access Right. Subject to these Terms and timely payment of charges invoiced by RIS, RIS grants to you during the Subscription Period a nonexclusive, nontransferable (except as expressly provided in these Terms) right to access and operate the object code form of the software made available to you as part of the Service for the sole purpose of enabling you to use and enjoy the benefit of the Service for your internal business purposes. All rights not expressly granted to you in these Terms are reserved by RIS (and its licensors). This access right terminates at the end of the Subscription Period or earlier termination of the Service in accordance with these Terms. You are not permitted to use the Service in a service bureau or other resale capacity.
4.2 Service Availability. RIS’s goal will be to make the Service available to you 24 hours a day, 7 days a week, EXCEPT during scheduled maintenance windows. However, 24x7 availability of the Service is only a goal and RIS does not represent or guarantee that such goal will be achieved at all times. You acknowledge that your ability to access and use the Service may also be affected by resources and factors outside the control of RIS, include your access to the public internet.
4.3 Mode of Access. You agree not to access or attempt to access the Service by any means other than the web interface provided by RIS or to attempt to circumvent or disable any access or use restrictions put in place by RIS.
4.4 Restrictions. You agree to use the Service and associated software only for purposes and in a manner that are permitted by (a) these Terms or the RIS web site, and (b) applicable laws, regulations and generally accepted customs and practices in the jurisdiction in which your organization is located. You agree not to (and not to attempt to) decompile, reverse engineer or otherwise derive or discover the source code of the software made available to you as part of the Service or to copy or transfer the client-side software to another computer or permit it to be transferred or copied to another computer except via download from RIS’s web site.
4.5 Account Information. As a condition of your right to access and use the Service, you agree to provide complete and accurate account, billing and payment information and to keep it up to date during the Subscription Period.
4.6 Passwords and Account Security. You acknowledge and agree that you are responsible for maintaining the security and confidentiality of all passwords associated with any account you use to access the Service and that you are responsible for all activities that occur under your account. If you become aware of any unauthorized or illegal use of your password or account, you are responsible for immediately notifying RIS technical support in the manner indicated in Section 5.1 of these Terms.
5. SUPPORT
5.1 Technical Support. RIS will provide reasonable technical support to you by telephone during the hours of 8 a.m. to 8 p.m. Eastern Standard Time to assist you in your use of the Service. You may reach us at the number(s) posted on the “Contact Us” page of the RIS web site.
5.2 Software Updates. RIS may update from time to time the server-side software used to provide the Service. The client-side software you use in connection with the Service may automatically download and install updates from RFI from time to time. Such updates are intended to improve or enhance the Service and may take the form of bug fixes, program code updates and enhancements. You agree to permit RIS to deliver such updates and to receive and use them as part of the Service.
6. CONTENT
6.1 Responsibility for Content Resulting From Your Use of the Service. You acknowledge and agree that all information communicated to you in connection with your use of the Service is the responsibility of you or the person from which the information originated, and that RIS has no responsibility for such content.
6.2 RIS Use of Survey Responses. You acknowledge that, in addition to recording and reporting anonymized survey responses to you (survey responses in which the identity of the respondent has been masked) verbatim, the Service analyzes patient responses and reports on patterns of complaints in aggregate form. By accepting these Terms and using the Service, you hereby grant RIS a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, transferable, unlimited, world-wide right and license to (i) collect, store, reproduce and report patient survey responses in anonymous form to you and (ii) to store, analyze, aggregate and use survey responses in anonymous form for statistical comparison and reporting purposes.
7. PRIVACY
7.1 See RIS’s privacy policy at https://www.tellmymd.com/PrivacyPolicy for information about how RIS will treat personal information and protect your privacy in connection with your use of the Service.
7.2 If any of RIS’s and your interactions or activities as part of or in connection with the Service are required to be conducted in accordance with a HIPAA-compliant data privacy and security agreement, such activities shall be subject to the Data Privacy and Security Agreement located at https://tellmymd.com/TermsOfService unless you and RIS have executed another form of HIPAA-compliant data privacy and security agreement, in which event such other executed agreement will govern.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 General. You acknowledge and agree that the Service, including the selection and arrangement of its components, format of the report and associated software are the valuable property of RIS (or its licensor) and are protected by copyright, trademark, trade dress, patent, unfair competition and other intellectual and industrial property rights and that RIS and its licensors retain all of their right, title and interest in the Service and related materials. Except as expressly provided in these Terms, RIS does not grant you any express or implied rights or licenses to use or exercise RIS intellectual property rights.
8.2 Marks. The trademarks, logos and service marks (“Marks”) displayed on the RIS web site or in the software used for the Service are the property or RIS or third parties. You are not permitted to use the Marks without the prior written consent of RIS or third-party owner of the Mark.
8.3 Feedback. Although you remain the owner of any feedback you provide to RIS regarding the Service, you hereby grant RIS a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, transferable, unlimited, world-wide right license to use and otherwise commercially exploit any feedback, ideas or other suggestions you communicate to RIS.
9. LIMITED WARRANTY AND REMEDY
9.1 Limited Service Warranty. RIS warrants to you that, during the Subscription Period, the Service will materially conform to RIS’s published descriptions and specifications.
9.2 Limited Remedy for Breach of Service Warranty. If you believe that there has been a breach of the foregoing Service warranty, you must notify RIS in writing during the Subscription Period describing in reasonable detail the nature of the alleged breach. If RIS is able to confirm that there has been a breach of the Service warranty, then RIS’s sole obligation, and your sole and exclusive remedy, will be for RIS to correct or re-perform, at no additional charge, the Service to cause it to comply with the Service warranty. However, if RIS is unable to correct a breach of the Service warranty after reasonable repeated efforts, you will be entitled to cancel the Service, in which case your remedy will be to receive a refund of any prepaid charges for periods of time after the Service cancellation date.
9.3 NO WARRANTY OF NON-INTERFERENCE WITH OTHER PUBLIC OR PRIVATE PAYOR REQUIREMENTS. You acknowledge that your organization or the organization for which you are using the Service may have one or more contracts with a government health care program or private payor that imposes requirements on collection of data from a sample of patients receiving inpatient, outpatient or other medical services using another survey tool and that such contract may preclude the use of any different or additional survey on the sampled patients within a certain interval prior to or after such survey. YOU ACKNOWLEDGE AND AGREE THAT THE SELECTION OF PATIENTS FOR WHOM YOU USE THE MINUTE SURVEY AND THE TIMING OF SUCH USE IS WITHIN YOUR DISCRETION AND CONTROL AND THAT RIS IS NOT RESPONSIBLE FOR ANY CONFLICTS THAT YOUR USE OF THE SERVICE MAY CREATE WITH OTHER PUBLIC OR PRIVATE PAYOR’S INSTRUCTIONS OR REQUIREMENTS.
9.4 DISCLAIMER. RIS MAKES NO OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE OR RELATED RIS PROFESSIONAL SERVICES AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY STATUTORY OR IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RIS DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT ANY INFORMATION OBTAINED THROUGH YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ALL DEFECTS IN THE SERVICE OR SOFTWARE USED TO PROVIDE THE SERVICE WILL BE CORRECTED.
10. TERMINATION
10.1 Generally. During a Subscription Period, a party may only cancel the Service as provided in Section 9.2 or in this Section 10. RIS reserves the right to stop offering the Service upon at least 60 days notice of cancellation.
10.2 Termination for Default. Either party may terminate the Service prior to the end of its then-current Subscription Period if the other party has committed a material breach of these Terms and failed to cure such material breach within 30 days after receiving written notice of the breach from non-breaching party. Termination will be by separate written notice of termination given by the non-breaching party after expiration of the 30-day cure period, which notice will specify the effective date of termination. Termination of the Service does not relieve either party from its obligation to comply with any of these Terms that call for performance prior or subsequent to the termination date of the Service, including your obligation to pay for all Services received or used by you prior to the termination date of the Service.
10.3 Effect of Termination. Upon the expiration or termination of the Service, RIS will disable your online access to the Service, and you will be responsible for preventing survey respondents from transmitting or sending survey responses to RIS after the Service has been discontinued. RIS shall have no responsibility to you with respect to any survey responses or postcards transmitted or sent to RIS after the expiration or termination date of the Service.
10.4 Reservation of Rights. Termination of the Service shall not limit either party from pursuing other remedies available to it.
11. RISK OF LOSS AND LIMITATION OF LIABILITY.
11.1 Risk of Loss. You accept all risk of loss or damage to your computer system or other device or loss of data that results from or in connection with your use of the Service, including, but not limited to, your downloading of the software or other materials or data in connection with your use of the Service.
11.2 Limitation of Liability. If you should become entitled to claim damages from RIS for any reason arising out of or relating in any manner to your use of or inability to use the Service (regardless of the form of action, including without limitation, breach of contract, negligence or other tort claim), RIS’s liability will be limited, as set forth in this paragraph, to the maximum extent permitted by applicable law. RIS will be liable only for your actual direct damages up to a maximum amount equal, in the aggregate for all claims, to one year’s subscription cost. In no event, however, will RIS have any liability to you for (i) any damages caused by any fault or failure of you or your affiliates, personnel, patients, suppliers or representatives, including any failure to provide RIS with accurate information or to keep your password or account details secure and confidential; (ii) any claims or demands of third parties of any nature; or (iii) any delays in RIS’s performance or failure to perform as a result of any cause beyond RIS’s reasonable control. IN NO EVENT SHALL RIS BE LIABLE TO YOU FOR ANY LOST PROFITS; LOST DATA; LOSS OF BUSINESS, GOODWILL OR REPUTATION; LOST SAVINGS; OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR RIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY AND REMEDIES SET FORTH IN THESE TERMS ARE REASONABLE AND THAT RIS WOULD NOT HAVE AGREED TO MAKE THE SERVICE AVAILABLE FOR THE CHARGES SET FORTH HEREIN IN THE ABSENCE OF SUCH LIMITATIONS OF LIABILITY AND REMEDIES.
12. INDEMNIFICATION
You agree that by making the Service available to you, RIS should not and does not assume any responsibility or liability for the risks associated with your business. Accordingly, you agree at your own expense to defend, indemnify and hold harmless RIS and its officers, directors, employees and representatives from and against all claims by third parties arising out of or relating in any way to the conduct of your business or the use of or inability to use the Service, and all associated losses, costs, damages, and settlements, including reasonable legal fees and expenses. In the event of a claim in respect of which RIS seeks indemnification from you under this paragraph, RIS will promptly notify you in writing of the claim, cooperate with you at your expense in defending or settling the claim, and allow you to control the defense and settlement of the claim, including the selection of attorneys.
13. MANDATORY ARBITRATION OF DISPUTES
RIS and you agree that all disputes, controversies or claims which arise out of or relate in any way to the Service or these Terms shall be finally resolved by arbitration held in the Washington, DC metropolitan area and conducted by a single arbitrator according to the Commercial Arbitration Rules of the American Arbitration Association using expedited procedures. The arbitrator will have no authority to award any damages that are excluded by these terms. RIS and you agree that the award by the arbitrator may be enforced in any court having jurisdiction. It is expressly agreed that RIS may seek injunctive relief by a court pending an award in arbitration and shall not, by doing so, be held to have infringed the powers of the arbitrator or to have breached its agreement to arbitrate.
14. GENERAL PROVISIONS
The contract formed by your acceptance of these Terms represents the entire agreement between us with respect to its subject matter. These Terms and our relationship pursuant to them shall be interpreted under and governed by the laws of the Commonwealth of Virginia, and any controlling U.S. federal laws, exclusive of choice of law rules. If either party waives or modifies any term or condition of these Terms, that will not void, waive or change any other term or condition. If either party waives a default by the other, that does not mean that either party will waive future or other defaults. You may not assign or otherwise transfer this agreement or any rights granted under it without the prior written consent of RIS, which consent may be withheld at RIS’s sole discretion, and any purported assignment without RIS’s prior written consent shall be void. If any part of this agreement, for any reason, is declared to be invalid, it shall be reformed to the minimum extent necessary in order for these Terms to remain in effect and be enforceable in accordance with applicable law, and the remaining provisions of these Terms shall remain in full force and effect. Any provision of these Terms that contemplates or governs performance or observance subsequent to the expiration or earlier termination of the Subscription Period shall continue in effect and apply according to its terms.