We at Home Care Pulse care about quality as much as you do, and feel privileged to be able to provide this service and help you improve your home care business and the quality of care you provide.
Last Updated: January 3, 2020
1. Services Provided
CUSTOMER hereby agrees to engage HOME CARE PULSE, LLC, and HOME CARE PULSE, LLC hereby accepts such engagement, to provide CUSTOMER with such services (the “Services”) as are mutually agreed by the parties as set forth in the “Service Plan,” and such Services may consist of at least one or more of the following: client/family satisfaction phone interviews, caregiver satisfaction phone interviews, satisfaction reporting, educational webinars, educational subscription memberships, reputation management information, performance bench-marking subscriptions, and other related services.
2. Service Expectations
CUSTOMER understands when subscribing to the Quality Satisfaction Management Program, HOME CARE PULSE, LLC will conduct satisfaction phone interviews with approximately 7 – 10% of their clients (active or who have received care within the last 90-days) and/or actively employed caregivers each month, unless otherwise specified in the services selection of this Agreement. CUSTOMER understands the number of satisfaction interviews performed each month may vary based upon the current number of clients and employed caregivers and/or upon the service package selected. CUSTOMER can increase the percentage of interviews completed each month by ensuring: 1) client and/or caregiver files are updated with the correct contact information for clients/responsible parties and for caregivers; 2) inform letters have been given to all new clients/ caregivers and have been sent to existing clients/caregivers during the past six months; 3) all corrections needed have been accurately resolved within the Agency Growth Platform and within CUSTOMER’s scheduling software.
3. Term & Termination
The initial term of this Agreement begins on the date that billing begins by HOME CARE PULSE, LLC, and continues for the contract period specified herein. CUSTOMER will have 30 days from the date the Agreement is signed to process through HOME CARE PULSE, LLC’s implementation, integration, and onboarding. After the 30 days, billing will begin. The CUSTOMER will have 60 days from the date the signed Agreement is received by HOME CARE PULSE, LLC, to cancel if unsatisfied with the Services provided. CUSTOMER will be expected to pay for all Services provided up to their cancellation. After the 60-day grace period, the full term of this Agreement is in force. The initial renewal date shall be the expiration date of the initial term. Each subsequent renewal date shall be the expiration date of the then-current term. HOME CARE PULSE, LLC will contact CUSTOMER within 60 days prior to the initial or subsequent renewal date of the term to provide CUSTOMER with the opportunity to opt-out of renewing the subscription for the same term expiring. If CUSTOMER fails to opt-out within 45 days prior to the expiration of this Agreement, this Agreement will automatically renew, and each renewal date thereafter subject to the provision herein, for the same term as is expiring at the current contract rate plus 3% for Services. CUSTOMER will be expected to pay for any services rendered. Except as expressly waived by HOME CARE PULSE, LLC, on termination of this Agreement for any reason other than for HOME CARE PULSE, LLC being in breach or being subject to an event listed herein, CUSTOMER shall pay HOME CARE PULSE, LLC any and all fees payable until the end of the then-current term. If CUSTOMER doesn’t pay, HOME CARE PULSE, LLC may terminate this agreement for any reason if written notice is given 30 days prior to termination. Customers of Home Care Pulse may pause their account up to 90 days per 12-month calendar period. The paused months will be added to the end of their current term agreement.
EXAMPLE: If you started services on January 1, 2020 and had a 24-month agreement and paused in 2021 for 90 days, your agreement would now end 3/31/2022 instead of 12/31/2021.
If a customer needs to pause longer than 90 days, it will need to be approved by Home Care Pulse management and will be reviewed on a case-by-case basis. Pausing your surveys could affect your award eligibility.
4. Compensation, Payments, & Late Payment Penalties
Home Care Pulse Customers are billed monthly. Set-up fees for services are billed at the time this Agreement is signed and received. Services charged are outlined in the “Services Selection.” Payment for services rendered is due upon receipt . If payments are NET15 days late, late payment fees may apply, not to exceed 18% annual percentage rate of late, outstanding balances. HOME CARE PULSE, LLC reserves the right to withhold access to Services or cancel the subscription, without waiver of any of HOME CARE PULSE, LLC’s rights herein, if CUSTOMER’s account is more than NET30 days past due, provided HOME CARE PULSE, LLC gives CUSTOMER a 5-day written notice (which may be given by email). Any CUSTOMER account that is suspended for non-payment will require an advance payment equivalent to 3 months of subscription to reinstate the account.
5. Service Fee Increase
Though rare, periodically, it may be necessary for HOME CARE PULSE, LLC, to increase CUSTOMER’s fees for Services in order to keep up with inflation and other increased costs of doing business. If an increase becomes necessary during the term of the agreement, the CUSTOMER will be given a 30-day written notice prior to any fee increase. HOME CARE PULSE, LLC, will always strive to avoid fee increases whenever possible.
HOME CARE PULSE, LLC, and CUSTOMER agree they will not disclose, divulge, or reveal any information deemed confidential by the other party to any individual or business who is not a party to this Agreement. This obligation of confidentiality will survive the termination of this Agreement.
7. Protected Health Information
If HOME CARE PULSE, LLC receives protected health information (as defined by HIPAA) during the course of providing Services, it shall not use or disclose such protected health information other than as permitted by or required by law and shall use appropriate safeguards to prevent use or disclosure of such protected health information. CUSTOMER may require HOME CARE PULSE, LLC, to execute a standard Business Associates Agreement if HOME CARE PULSE, LLC, receives protected health information during the course of providing Services.
8. Name, Logos, and Marketing Material Usage
Ownership of the HOME CARE PULSE, LLC’s, name, logos, and related marketing material/graphics belong to HOME CARE PULSE, LLC. These items may be used by CUSTOMER as marketing tools (i.e., email signatures, marketing collateral, websites, social media, PowerPoint presentations, print ads, etc.), as long as the HOME CARE PULSE, LLC’s name, logos, and related marketing material are used in ways that would not damage the HOME CARE PULSE, LLC brand or its affiliated brands such as Home Care Pulse Certified and Best of Home CareTM. If Services are terminated by HOME CARE PULSE, LLC or the CUSTOMER, the CUSTOMER agrees to no longer continue use of these items in association with their business. It is HOME CARE PULSE, LLC’s sole discretion to determine if HOME CARE PULSE, LLC’s name, logos, and related marketing material are being used inappropriately, and may require the CUSTOMER to discontinue use if deemed necessary.
9. Purpose of Client and Employee Satisfaction
Client and employee feedback is one of the greatest gifts a home care provider can receive. A blend of both positive and negative feedback will help you understand what is going well as well as where you need to focus your efforts to improve.
a. Employee Satisfaction Understanding
HOME CARE PULSE, LLC has designed its interviews to capture both positive and negative feedback by allowing the employees interviewed to remain anonymous. It is vital to keep this feedback highly confidential. If employees were to realize CUSTOMER was aware of their identity, they may no longer give the gift of a complaint, in fear of repercussions. Even a “thank you” to an employee for positive feedback can have a negative effect for future interviews. The information obtained is not intended to be used for individual employee recognition or disciplinary action. Employee satisfaction is meant for the CUSTOMER and/or executives to take ground-level employee feedback and use it for high-level improvements. There is no better place to find out where or how you can improve than to listen to the people on the front lines.
b. Client Satisfaction Understanding
Unlike employee satisfaction interviews, the majority of client satisfaction interviews are NOT anonymous. Though HOME CARE PULSE, LLC gives clients/responsible parties the option to remain anonymous, the majority of the time, they allow HOME CARE PULSE, LLC to use their names. The purpose of this is so CUSTOMER’s home care business can make specific improvements related directly to the client interviewed. CUSTOMER agrees not to call its clients/responsible parties, who have performed an interview, and ask them why they scored CUSTOMER so poorly or why they said something negative about CUSTOMER’s agency or employee. More often than not, this approach will reflect poorly on CUSTOMER and its agency and sends the message to the client/responsible party that CUSTOMER is not focused on using their scores and feedback to improve the quality of care they are receiving. CUSTOMER may call them and thank them for their feedback and reassure that CUSTOMER will use it to help improve the overall quality of care for all their clients. This latter approach will go a long way with CUSTOMER’s clients/responsible parties and send the message that their satisfaction is a high priority.
10. Reputation Management Information Release
CUSTOMER hereby authorizes HOME CARE PULSE, LLC to share with all current and future reputation management partner companies with whom they have entered into legally binding agreement(s), CUSTOMER’s home care business client feedback, ratings, and any Best of Home Care awards CUSTOMER has earned or may earn in the future, for the purpose of promoting CUSTOMER’s home care business to prospective clients. The Home Care Pulse Quality Management Program is used to gather feedback from CUSTOMER’s clients and caregivers. This feedback may consist of both positive and negative ratings and reviews about CUSTOMER’s home care business. Errors do occur, and in the event, CUSTOMER feels an error has been made in the representation of ratings or reviews, CUSTOMER will contact HOME CARE PULSE, LLC directly to appeal the interview ratings and reviews. HOME CARE PULSE, LLC has the final decision to reject or not reject CUSTOMER’s request for interview review based upon HOME CARE PULSE, LLC’s established interview appeal guidelines. HOME CARE PULSE, LLC, will automatically set the percentage of CUSTOMER’s client feedback and ratings that are sent to each reputation management company using a random distribution methodology. At any time, CUSTOMER can adjust the percentage of reviews being sent to each reputation management company or completely stop any reviews and feedback from being sent to reputation management companies through CUSTOMER’s Home Care Pulse online account. Unless explicitly stated herein, nothing in these terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. CUSTOMER represents, warrants, and agrees that no materials of any kind submitted to HOME CARE PULSE, LLC or otherwise posted, transmitted, or shared by them will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, or contain libelous, defamatory, or otherwise unlawful material. Further, HOME CARE PULSE, LLC is not responsible or liable in any manner for any user content or third-party applications, software, or content posted on any website or in connection with its Service, whether posted or caused by users of the website, by any reputation management company, by third parties, or by any of the equipment or programming associated with or utilized in any website or Service. CUSTOMER understands and agrees to HOME CARE PULSE, LLC does not control and is not responsible for what others post, transmit, or share on any website and are not responsible for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable content CUSTOMER or any other person may encounter on any website.
Any waiver by the parties of any breach of any obligation or covenant herein contained to be kept and performed by the CUSTOMER shall not be deemed or considered as a continuing waiver, and shall not operate to bar or prevent HOME CARE PULSE, LLC from declaring a forfeiture for any succeeding breach, either of the same condition, covenant, or otherwise.
12. Indemnity and Limitation on Damages
CUSTOMER agrees to indemnify HOME CARE PULSE, LLC, its affiliates, and their respective officers, directors, employees, contractors, and agents against and from all third party officers, directors, and employees from any and all third party liability, losses, damages, obligations, judgments, claims, causes of action, and expenses associated therewith (including settlements, judgments, court costs and attorneys’ fees as and when incurred) to the extent resulting from or arising out of directly or indirectly any acts, errors, omissions, or gross negligence associated with CUSTOMER’s dealings with any third party. CUSTOMER warrants and agrees that in no event will HOME CARE PULSE, LLC or its directors, employees, or agents be liable to CUSTOMER or any third person for any indirect, consequential, exemplary, incidental, special, or punitive damages, including for any lost profits or lost data arising from CUSTOMER’s use of any of HOME CARE PULSE, LLC’s Services, any platform applications, or any of the site content or other materials on, accessed through, or downloaded from, even if HOME CARE PULSE, LLC is aware or has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, HOME CARE PULSE, LLC’s liability to CUSTOMER for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by CUSTOMER to HOME CARE PULSE, LLC for Services during the term of this Agreement, but in no case will HOME CARE PULSE, LLC’s liability exceed $1,000.00. CUSTOMER acknowledges if no fees are paid to HOME CARE PULSE, LLC for the Service, CUSTOMER shall be limited to injunctive relief only, unless otherwise permitted by law, and shall not be entitled to damages of any kind from HOME CARE PULSE, LLC regardless of the cause of action. Certain state and provincial laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to CUSTOMER, some or all of the above disclaimers, exclusions, or limitations may not apply to CUSTOMER, and CUSTOMER understands it may have additional rights.
13. Relationship of Parties
Nothing contained herein shall be deemed or construed to be the relationship of principal and agent, or a partnership, or of a joint venture, between HOME CARE PULSE, LLC, and CUSTOMER. It being agreed neither the method of this Agreement, nor any other provision named herein, nor any act of the parties herein, shall be deemed to create any type of a relationship between the parties hereto.
14. Successors; Assignment
The provisions of this Agreement will be binding on an inure to the benefit of the parties’ permitted successors and assigns. HOME CARE PULSE may assign or transfer this Agreement without prior written consent of the other party.
If any portion or provision of this Agreement is deemed or held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect.
16. Authority and Entire Agreement
In executing this Agreement, the individual signing the same represents and warrants that he/she has the authority to execute this Agreement and to bind CUSTOMER. This Agreement contains the entire understanding and agreement between the parties hereto and may be modified or amended in whole or in part, only by writing executed by each party herein.
The headings of the paragraphs contained herein are for convenience only and do not define, limit, or construe the contents of such paragraphs.
18. Governing Law
This Agreement shall be performed, construed, and enforced in accordance with the laws of the State of Idaho.
We at Home Care Pulse care about quality as much as you do, and feel privileged to be able to provide this service and help you improve your home care business and the quality of care you provide.
Last Updated: October 1, 2019
1. User’s Acknowledgment and Acceptance of Terms
2. Description of Services
We make various services available on this Site including, but not limited to, information about reviews from local business listings, and other like services (the “Services”). You are responsible for providing, at your own expense, all equipment necessary to use the Services, including a computer, modem, and Internet access (including payment of all fees associated with such access).
3. Registration Data and Privacy
In order to access some of the Services on this Site, you will be required to use an account and password that can be obtained by completing our online registration form, which requests certain information and data (“Registration Data”), and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate.
4. Conduct on Site
Your use of the Site is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Site. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this Site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content — including text, communications, software, images, sounds, data, or other information — that:
a. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
b. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
c. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other property right of any party;
d. constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
e. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
f. impersonates any person or entity, including any of our employees or representatives.
In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the Site may be available to you or other authorized users of the Site. You shall not interfere with anyone else’s use and enjoyment of the Site or other similar Services. Users who violate systems or network security may incur criminal or civil liability.
You agree that we may at any time, and at our sole discretion, terminate your membership, account, access, or other affiliation with our Site without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.
5. Third Party Sites and Information
This Site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services.
6. Intellectual Property Information
All content on our Site is copyrighted, trademarked, or otherwise owned by Home Care Pulse, LLC, or licensed to us by our registered users and other licensees. You may not copy or use any part of our Site without our express written permission.
All of the software products and Services and supporting product materials are copyrighted and may not be copied, used, modified, or reversed engineered without express written permission.
You may not copy or use any part of our Site without express written permission. All of the software products and Services and supporting product materials are copyrighted and may not be copied, used, modified, or reversed engineered without express written permission. Our trademarks, which include the names www.HomeCarePulse.com and Home Care Pulse, LLC, may not be used in any way or for any purpose without our express written permission.
Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of third parties. See “User’s Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this Site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us at [email protected] You acknowledge and agree that all Feedback will be the sole and exclusive property of Home Care Pulse, LLC, and you hereby irrevocably assign to Home Care Pulse, LLC, and agree to irrevocably assign to Home Care Pulse, LLC, all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein.
At Home Care Pulse, LLC’s request and expense, you will execute documents and take such further acts as Home Care Pulse, LLC, may reasonably request to assist Home Care Pulse, LLC, to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
Reviews and Comments
You agree that Home Care Pulse, LLC, may at any time, and at our sole discretion, provide to you, on our Site, a forum or other platform on which comments, questions, and other materials may be posted. Please be aware that by submitting content to this Site by email, via any product, postings on this Site or otherwise, including any content that is transmitted to Home Care Pulse, LLC, product or service, reviews, questions, photographs or videos, comments, suggestions, ideas or the like contained in any submissions (collectively, “Submissions”), you grant Home Care Pulse, LLC, and its Affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised, for any purpose; and (b) use the name that you submit in connection with such Submission. You acknowledge that Home Care Pulse, LLC, may choose to provide attribution of your comments or reviews at our discretion. You also acknowledge that Home Care Pulse, LLC, may transfer to its business customers Home Care Pulse, LLC’s license in the Submissions at Home Care Pulse, LLC’s discretion. You further grant Home Care Pulse, LLC, the right to pursue at law any person or entity that violates your or Home Care Pulse, LLC’s rights in the Submissions by a breach of this Agreement. You authorize Home Care Pulse, LLC, to make copies of Submissions as it deems necessary in order to facilitate your use of its Site and available products. You acknowledge and agree that Submissions are non-confidential and non-proprietary.
This Site may contain discussion forums, review Services or other forums in which you or third parties may post reviews of your experiences or other content, messages, materials or other items on this Site (“Interactive Areas”). If Home Care Pulse, LLC, provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through this Site any of the following:
a. Any message, data, information, text, music, sound, photos, graphics, code or any other material (“Content”) that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
b. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
c. Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
d. Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including Home Care Pulse, LLC;
e. Unsolicited promotions, political campaigning, advertising, contests, raffles, or solicitations;
f. Private information of any third party, including, without limitation, surname (family name) addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
g. Viruses, corrupted data or other harmful, disruptive or destructive files;
h. Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or,
i. Content or links to content that, in the sole judgment of Home Care Pulse, LLC, (a) violates the previous subsections herein, (b) is objectionable, (c) which restricts or inhibits any other person from using or enjoying the Interactive Areas or this Site, or (d) which may expose Home Care Pulse, LLC, or its Affiliates or its users to any harm or liability of any type.
Home Care Pulse, LLC, takes no responsibility and assumes no liability for any Content posted, stored, transmitted or uploaded by you or any third party, or for any loss or damage thereto, nor is Home Care Pulse, LLC, liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive Services, Home Care Pulse, LLC, is not liable for any statements, representations or Content provided by its users in any public forum, personal home page or other Interactive Area. Although Home Care Pulse, LLC, has no obligation to screen, edit or monitor any of the Content posted to or distributed through any Interactive Area, Home Care Pulse, LLC reserves the right, and has absolute discretion, to remove, screen, translate or edit without notice any Content posted or stored on this Site at any time and for any reason, or to have such actions performed by third parties on its behalf, and you are solely responsible for creating backup copies of and replacing any Content you provide to us or store on this Site at your sole cost and expense.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the Content by Home Care Pulse, LLC, or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Content; and (d) you forever release Home Care Pulse, LLC, and its licensees, successors and assigns, from any claims that you could otherwise assert against Home Care Pulse, LLC, by virtue of any such moral rights.
Any use of the Interactive Areas or other portions of this Site in violation of the foregoing violates the terms of this Agreement and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or this Site.
7. Unauthorized Use of Materials
You shall not submit confidential or proprietary information to us unless we have mutually agreed in writing as to its protection and confidentiality.
We respect the intellectual property of others, and we require you to do the same. If you or any user of this Site believes its copyright, trademark or other property rights have been infringed by a posting on this Site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
1. Identify in sufficient detail the copyrighted work that you believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed).
2. Identify the material that you claim is infringing the copyrighted work listed in item #1 above.
3. Provide information reasonably sufficient to permit us to contact you (email address is preferred).
4. Provide information, if possible, sufficient to permit us to notify the owner/administrator of the allegedly infringing webpage or other content (email address is preferred).
5. Include the following statement: “I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law.”
6. Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
7. Sign the paper.
8. Send the written communication to the following address:
Designated Agent for Claimed Infringement:
Contact: Home Care Pulse, LLC, Attn: Customer Success Department
Address: 346 Grand Loop Suite 200, Rexburg, ID 83440
Phone: (877) 307-8573
You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act and any other associated laws and regulations.
8. Disclaimer of Warranties
ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Through your use of the Site, you may have opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
You understand and agree that temporary interruptions of the Services available through this Site may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this Site, and therefore, delays and disruption of other network transmissions are completely beyond our control.
You understand and agree that the Services available on this Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9. Limitation of Liability
NEITHER SITE NOR HOME CARE PULSE, LLC, WILL BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE SITE OR YOUR USE OF INFORMATION OR MATERIALS OFFERED THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT HOME CARE PULSE, LLC, CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID, IF ANY, FOR MATERIALS OR INFORMATION PURCHASED THROUGH THE WEBSITE, AND IN NO CASE WILL THAT AMOUNT EXCEED $100.00. IF NO AMOUNT IS PAID BY YOU TO HOME CARE PULSE, LLC, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.
THE SITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. HOME CARE PULSE, LLC, IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE SITE.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR LEGAL RIGHTS UNDER THE LAW.
11. Security and Password
You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account if you do transfer or share your account.
12. Participation in Promotions
From time to time, this Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this Site. Any such correspondence or promotions, including the delivery of and the payment for goods and Services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.
13. E-mail, Messaging, Blogging, and Chat Services
We may employ automated monitoring devices or techniques to protect our users from mass unsolicited communications (also known as “spam”) and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.
Mailboxes may have a limited storage capacity. If you exceed the maximum permitted storage space, we may employ automated devices that delete or block email messages that exceed the limit. We will not be responsible for such deleted or blocked messages.
14. International Use & Usage by Minors
Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited. Individuals under the age of 18 are not authorized to use the Site nor is the Site intended to be used by those under the age of 18.
15. Termination of Use
Upon termination or suspension, regardless of the reasons therefore, your right to use the Services available on this Site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this Site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension. Upon termination, any unearned portion of fees paid by you will be refunded on a pro-rata basis.
16. Governing Law
This Site (excluding any linked sites) is controlled by us from our offices within Idaho, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Idaho, by accessing this Site both of us agree that the statutes and laws of the State of Idaho, without regard to the conflicts of laws principles will apply to all matters relating to the use of this Site and the purchase of products and Services available through this Site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue any court of competent jurisdiction within the State of Idaho with respect to such matters.
All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Legal Department via [email protected], if by email, or at Home Care Pulse, LLC, Attn: Legal Dept 346 Grand Loop, Suite 200 Rexburg, ID 83440 if by conventional mail. Notices to you may be sent to the address supplied by you as part of your registration data. In addition, we may broadcast notices or messages through the Site to inform you of changes to the Site or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.
18. Entire Agreement
You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this Site, or use of or access to this Site.
Review gating by you is strictly prohibited. Review-gating is the process of filtering customers before asking them to leave a review. This is typically done by sending a message to customers asking if their experience was positive or negative. If they had a positive experience, they are asked to leave an online review, but if they had a negative experience, they are prompted to leave feedback which will not be made public. When soliciting reviews using the Site, you must provide all recipients the same options to provide feedback, regardless of whether the experience is positive or negative.
In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and Services available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
20. Contact Information
21. Use of Logo/Testimonials
You agree that we can use for our reasonable advertising purposes your logo and/or trade name to indicate that you are a customer and user of the Site. In addition, if you submit to us a testimonial or other comment about the Site, you agree that we can use these for our reasonable advertising purposes.
We at Home Care Pulse care about quality as much as you do, and feel privileged to be able to provide this service and help you improve your home care business and the quality of care you provide.
Last Updated: May 27, 2020
This subscription agreement is entered into and effective as of the date of the CUSTOMER’s signature attached to this agreement (“Effective Date”), by and between Home Care Pulse, a Idaho Limited Liability Company (“In The Know a Home Care Pulse Company or COMPANY”) and the CUSTOMER as listed within this document (“CUSTOMER”).
Capitalized terms used in the Agreement will have the meanings set forth below or as defined elsewhere in this Agreement.
- “Online Caregiver Training Portal” refers to the web-based platform that is used to deliver the online learning courses provided to CUSTOMER through this Agreement. The online platform is provided through a technology partnership with Epignosis, LLC.
- “User” means any individual, administrator, employee, manager or agent of the CUSTOMER who is provided access to training by use of COMPANY’s Online Caregiver Training Portal.
- “Active User” means any individual, employee, manager or agent of the CUSTOMER who has current access to the Online Caregiver Training Portal through means of an active username and password.
- “Deactivated User” means any individual, employee, manager or agent of the CUSTOMER whose status is set to “deactivated in the CUSTOMER’s training portal. CUSTOMER may change a User’s status from Active to Deactivated ONLY on the condition that the User is no longer a CUSTOMER’s employ (see further explanation on page 9).
- “LMS” refers to Learning Management System.
- “Content Packages and Costs Form” refers to the form completed by both Customer and Company that details the Content to be provided to the Customer and the cost for such Content.
- “Confidential Information” means the trade secrets and other confidential information of the Company which is not generally known to the public, and which is generated or collected by or utilized in the operations of the Company.
- “Content” means any instructional materials published by the Company for use by the Customer and Users including but not limited to SCORM courses, PDF courses, course summaries, e-books, articles, webinars, videos, visual aids, images, and multimedia presentations.
- “LMS Services” refers to services and features provided by the Learning Management System platform to the Customer and Users.
Purpose & Scope
The purpose of this Agreement is to establish a service relationship between Home Care Pulse (“COMPANY”) and“CUSTOMER”, thereby allowing CUSTOMER access to the COMPANY’s Caregiver Training Portal, a library of computer-based training courses, educational resources, and services as listed.
This Agreement sets forth the terms and conditions that apply to the CUSTOMER’S access and use of the Internet websites owned and operated by COMPANY, including the learning management system located at www.learn.knowingmore.com unless CUSTOMER has been assigned a custom URL.
The Content and Services are based upon a contract for access to the training content specified in the Content Package the CUSTOMER agreed to. During the term, each User covered under this Agreement will have unlimited access to any and all Content and Services as specified on the Content Packages & Costs Form.
This “Subscription Agreement” is a non-exclusive, non-transferable, limited subscription for an agreed upon number of active licenses provided by the COMPANY for the fees set forth and described in “Fees and Payment.”
All users must obtain access to the Internet, either directly or through devices that access Web-based content and pay any service fees associated with such access, including any carrier fees. In addition, users must provide all equipment necessary to make such connection to the Internet, including a computer and modem and/or a wireless access device such as a tablet or smart phone.
The initial term of this Agreement begins on the date the billing begins by the COMPANY and continues for the contract period specified in herein.
THE COMPANY’S RESPONSIBILITIES
- Users within the CUSTOMERS Organization will have access to the COMPANY library (or libraries as designated on page 1 of this Agreement) of Internet-based educational courses and resources.
- CUSTOMER may specify unlimited portal administrators who will have administrative access to CUSTOMER’s subscribed content COMPANY will provide system training and ongoing support to identified administrators.
- At implementation, COMPANY will electronically load all Users into the LMS database upon receiving User Data in spreadsheet format from CUSTOMER. (Both learners and portal administrators count as “Users.”) The format and requested information will be provided to you via a “Welcome” email upon signing of your agreement.
- COMPANY will provide Internet-based educational courses for all Users of CUSTOMER. On an ongoing basis, COMPANY may add additional Internet-based courses and resources to be determined by the COMPANY without any additional costs to CUSTOMER’S Organization.
- Via the Caregiver Training Portal, the COMPANY will electronically track completion of Internet-based courses and provide certificates for content. Successful course completion is dependent on the User meeting course completion requirements as specified on the Course Launch Page. State-approved courses will include approval language from that state’s accrediting body.
- The COMPANY will maintain CUSTOMER’s database information for a minimum of four (4) years. Database information includes, but is not limited to, Username, discipline, state certification number, course taken, test score and date taken.
- CUSTOMER’s administrators will have access to usage reports from the COMPANY’s Caregiver Training Portal via the COMPANY’s Portal Report System
- COMPANY will assist all Users of CUSTOMER Organization with any issues relating to CUSTOMER’s e-learning portal via contact link, accessible from within the portal, in addition to a toll-free Help Desk at scheduled hours (9-5 EST M-F). Help Desk information and schedule will be provided to Users on the COMPANY’s Learner Support page.
- Unless otherwise noted, all the COMPANY’s online courses provide one hour of in-service credit for certified nursing assistants, home health aides and other terms describing certified health care professionals. Please note that approval requirements differ in every state, and that each User should check with his/her Nurse Aide Registry to assure that the course(s) taken meet the guidelines for continuing education in that state. It is expressly understood by all parties that the User is ultimately responsible to be knowledgeable of the continuing education requirements for his or her certification. Therefore, CUSTOMER indemnifies COMPANY and holds the COMPANY harmless from any liability resulting from the User’s failure to properly determine whether a COMPANY course qualifies for the approval requirements of their location or approving body. The COMPANY is released from refunding fees paid for negligence in CUSTOMER not being knowledgeable regarding state specific requirements. CUSTOMER is still responsible for upholding contract terms as outlined within this Agreement. Although COMPANY will make all reasonable efforts to obtain and/or maintain course approval for all 50 states, COMPANY cannot be responsible for state regulatory changes in continuing education that may make courses ineligible for initial or renewal approval. COMPANY will exercise reasonable efforts to keep the subscribed CUSTOMER Portal available 24 hours per day, 7 days per week, subject to scheduled downtime for maintenance purposes, emergency maintenance, system outages and other circumstances beyond COMPANY’S control. CUSTOMER acknowledges that, since the Internet is neither owned nor controlled by any one entity, COMPANY can make no guarantees that any given user will be able to access the COMPANY Courses of the “Portal” at any given time or that access to the COMPANY Courses or the COMPANY Portal will be available at all times and uninterrupted. Due to potential bandwidth limitations at variable course access locations, COMPANY cannot guarantee the speed which courses launch or run. Accordingly, CUSTOMER agrees that COMPANY will not be liable for any unavailability outside of COMPANY control of the COMPANY Courses and/or the COMPANY Portal. COMPANY will use its best efforts at its own expense to recover any and all lost or corrupted data due to virus, hackers, faulty hardware and unauthorized COMPANY employee access.
- To facilitate implementation, CUSTOMER will complete and transmit via email a spreadsheet, Word document or additional COMPANY future designed integration methodologies, that contain all required User data for upload to the COMPANY Caregiver Training Portal. Regardless of when required caregiver information is received by COMPANY, the start date of subscription begins with the effective date listed within this Agreement.
- CUSTOMER will designate a primary Portal administrator with sufficient experience and training to resolve issues required by this project. CUSTOMER’s primary site administrator will have sufficient authority to assure that the project meets initial implementation requirements as well as monitor ongoing needs and serve as a liaison with your COMPANY Account Manager.
- After implementation and administrator training, CUSTOMER will maintain its User database by adding and deactivating User profiles as required. CUSTOMER will be responsible for assuring User data integrity and that the data upload contains only eligible (active) employees. It is the sole responsibility of the CUSTOMER to be responsible for monitoring seat count. Any Users over this seat count added to portal will be prorated, if applicable, according to the remainder of the contract term and will be billed by COMPANY accordingly. At any time, the administrator may contact COMPANY to request pricing for next tier of seats. If that is of interest, an addendum may be added to existing contract. Payment is due upon receipt of invoice.
- CUSTOMER agrees to use the Caregiver Training Portal only for lawful purposes and agrees not to transmit any information or material that: (a) is false and misleading; (b) is harassing or invades another’s privacy, harms minors in any way, or promotes bigotry, racism, hatred or harm against any group; (c) is obscene; (d) infringes another’s rights, including, but not limited to, intellectual property rights; or (e) constitutes spam.
- CUSTOMER is responsible for maintaining the confidentiality of any passwords supplied by COMPANY that grant access to the Caregiver Training Portal of available courses and resources. Furthermore, CUSTOMER is entirely responsible for all activities that occur under any Active User’s password and account. CUSTOMER will notify COMPANY immediately of any unauthorized use of assigned passwords. CUSTOMER acknowledges that COMPANY has no responsibility for any loss or damage arising from CUSTOMER’s failure to comply with these requirements.
- The CUSTOMER agrees to preserve in strict confidence Confidential Information received from COMPANY. Confidential Information includes information relating to the business of and belonging to the other party that is not publicly known and will include the terms of this Agreement including the pricing schedule agreed to between the parties. The parties recognize that each of the parties may have already delivered some confidential information to the other party, and that already delivered Confidential Information will be deemed to be confidential and the restrictions under this Agreement will apply to such already disclosed information.
- The CUSTOMER agrees to adhere to Copyright as outlined in “Licenses & Ownership” section below. Any infringement or violation of Copyright will result in COMPANY seeking any possible statutory damages and/or legal action from the CUSTOMER.
Licenses & Ownership
- CUSTOMER and all Users acknowledge that Course Material, COMPANY logo and name, and the Caregiver Training Portal are protected under copyright and trademark law and as such are protected under state and federal law. COMPANY retains exclusive rights to Course Material. Course Material may not be copied, altered, reproduced, stored, saved, transmitted, distributed, sold, or utilized except as authorized by COMPANY.
- Users may not share the password which is used to access the Content with any other person. Users will notify CUSTOMER or COMPANY if they learn or suspect any password is being used by any person not authorized by the CUSTOMER to access the COMPANY Portal or is being used by more than one User.
- CUSTOMER warrants and represents to COMPANY that it is authorized by each of the Users to provide the Users’ personal information to COMPANY and to access personal information collected by the Online Caregiver Training Portal during the delivery of the Content and provision of LMS Services. Should the CUSTOMER or any User breach the terms of the use of the LMS Services as set out in this Agreement, the CUSTOMER acknowledges that damages may be an insufficient remedy (see #7 in “CUSTOMER Responsibilities”). The parties acknowledge that any damages payable are without prejudice to any other injunctive relief or contractual liability that COMPANY is entitled to herein or by law as a result of any breach of this Agreement, including COMPANY’s intellectual property rights in the Content and LMS Services. Without limitation, COMPANY may suspend access to the Content and LMS Services in the event of breach of this paragraph.
Fees & Payment
- CUSTOMER will pay for the Content and Services in accordance with the pricing schedule of the Content Packages & Costs Form and to payment terms and pricing set forth in this Agreement. Unless otherwise indicated on the relevant Company invoice, the fees for the service are chargeable and due upon receipt. These fees with increases limited to no more than 5% annually, will remain in effect through the initial term of this Agreement. Exclusions to the 5% maximum increase include introductory, discounted and/or grandfathered pricing.
- Unless expressly stated, all prices or other sums payable or consideration to be provided under this Agreement are exclusive of any sales, use or other taxes. CUSTOMER will be responsible for and promptly pay COMPANY upon receipt of invoice from COMPANY. CUSTOMER also agrees to pay all costs, including legal fees, incurred below for pricing pertaining to subsequent terms of service.
- CUSTOMER will pay an Access Fee, for use of the COMPANY Portal courses, resources, and features by subscribed Users, maintenance of your Caregiver Training Portal , and Help Desk as referenced on Page 1 of these Terms and Conditions. The Implementation Fee and the first CUSTOMER Access Fee (annual, quarterly or monthly payment) must be received before system access will be granted.
- COMPANY offers electronic billing. All billing requires a credit card or ACH account number on file for automatic payment processing. COMPANY will provide CUSTOMER with receipt of payment. Regardless of payment schedule, all invoices are due upon receipt.
- On a quarterly basis, CUSTOMER will be billed for fees (on a prorated basis) to cover users in excess of the number of Users for the preceding three-month period. CUSTOMER is solely responsible to monitor seat count as outlined within this Agreement. Quarterly fees are due upon receipt. For CUSTOMERS who have agreed to automatic payments, the overage fees will be processed using the payment method on file.
- A late fee of five percent (5%) per month will be added for any delinquent payment. COMPANY reserves the right to interrupt CUSTOMER access to e-learning services should payment exceed more than 30-days in arrears.
- Interruption of services does not absolve CUSTOMER of paying fees due or contractual obligations. A third-party collection agency may be notified of delinquent CUSTOMER accounts when invoices are 45 days past due. CUSTOMER is responsible for any fees incurred by delinquent accounts, including fees from the collection agency.
- If approved, quarterly or annual billing CUSTOMERS may remit payment to COMPANY upon receipt of invoice via credit card, ACH payment, or by check. If paying by check, the CUSTOMER will remit all fees to COMPANY’s corporate office at address below, in one payment as invoiced:
Home Care Pulse LLC
346 Grand Loop, Suite 200
Rexburg, ID 83440
- All subsequent term payments are due on the yearly anniversary of the Effective Date and are considered past due 7 days after this date. CUSTOMER understands that COMPANY reserves the right, in its sole discretion, to withhold access to the COMPANY Portal if CUSTOMER’s account is more than 30 days past due, provided COMPANY gives the CUSTOMER a 7-day written (email) notice. Any CUSTOMER account that is suspended for non-payment will require an annual payment in full, along with finance charges accrued, to reinstate access.
Renewal of Subscription
- After conclusion of initial term, renewing CUSTOMER will be subject to COMPANY’s then current pricing or the aforementioned 5% increase (see “Fees & Payment”), whichever is greater. Renewal of subscription is ongoing and will automatically renew, unless CUSTOMER informs COMPANY sixty (60) days prior to the initial term expiration date. The CUSTOMER accepts sole responsibility for monitoring expiration date.
- Early Termination: The CUSTOMER will have 60 days from the date the signed Agreement is received by COMPANY, to cancel if unsatisfied with the Services provided. CUSTOMER will be expected to pay for all Services provided up to their cancellation. After the 60-day grace period, the full term of this Agreement is in force.
- Termination with Cause: Either party will have the right to terminate this Agreement upon sixty (60) day written notice of a material breach of terms of this Agreement, in the event that the breach has not been corrected in the 60-day period following notice, nothing herein will justify either party from continuing to perform its payment and other obligations during the period following notice but prior to termination of the contract.
- Termination Following Initial Term: The initial renewal date shall be the expiration date of the initial term established by the Caregiver Training and Subscription Agreement. Each subsequent renewal date shall be the expiration date of the then-current term. COMPANY will contact CUSTOMER within 60 days prior to the initial or subsequent renewal date of the term to provide CUSTOMER with the opportunity to opt-out of renewing the subscription for the same term expiring. If CUSTOMER fails to opt-out within 45 days prior to the expiration of this Agreement, this Agreement will automatically renew, and each renewal date thereafter subject to the provision herein, for the same term as is expiring at the current contract rate with a potential increase of 5% for ongoing Services.
- Termination for Closing of Business: CUSTOMER shall have the right to terminate this Agreement if it voluntarily or involuntarily completely ceases to do business. In such event, COMPANY has the right to request documentation of CUSTOMER’s business closing. This does not apply to businesses that are merged, acquired, reorganized or are under an umbrella organization (please see “Termination for Name Change, Merger, Acquired or Umbrella Organization” section).
- Termination for Name Change, Merger, Acquired or Umbrella Organization: CUSTOMER will inform COMPANY of any changes in organization’s name. Duties, rights and obligations for the CUSTOMER remain the same.
- Organizations that have been merged, acquired under a new ownership, or are under a new umbrella organization will be evaluated on an individual basis for contractual obligations. A novation agreement may be deemed appropriate for thus, and contractual responsibilities and rights will be transferred to the merged and/or acquired organization.
- Early Termination After First 60 Days: At any time, CUSTOMER may request early termination. CUSTOMER will pay 50% of the remaining contract value balance within 30 days of early termination. Delinquent accounts will be subject to finance charges and/or a third-party collection agency.
- Obligations upon Termination: COMPANY will terminate operation of the CUSTOMER’s Caregiver Training Portal COMPANY Training Portal. Following termination, CUSTOMER will not use COMPANY Content as part of portion of any product that CUSTOMER may use, sell, assign, lease, lease, license or transfer to third parties, nor will CUSTOMER, for a period of two (2) years, contact the authors of said COMPANY content with the intention of designing similar material. Both parties will cease and desist from all use of the other party’s name(s) and associated material upon which those name(s) and the associated trademarks appear. COMPANY will have the obligation to maintain User data for a period of four years. CUSTOMER and Users will be able to access their data by written request to COMPANY.
Representations & Warranties
- COMPANY warrants that the Caregiver Training Portal will perform substantially in accordance with the Documentation and the specifications contained, therein. The COMPANY Training Portal and COMPANY Content are provided on an “as is” basis and is intended to be available 24 hours per day, 7 days per week, with a guaranteed uptime of 99.93%. If a suspension in service should occur, COMPANY will, after the initial forty-eight (48) continuous hours downtime, provide a pro rata daily rate credit for the period of downtime after any forty-eight (48) hours of continuous downtime. The daily pro rata credit will be 1/365ths of the annual COMPANY Portal subscription fees for the current year.
- EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MECHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, COMPANY DOES NOT WARRANT THAT THE PRODUCT IS ERROR FREE, THAT THE OPERATION OF THE COMPANY PORTAL WILL BE UNINTERRUPTED, THAT FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET CUSTOMER’s REQUIREMENTS OR SPECIFICATIONS, OR THAT THE COMPANY PORTAL WORKS WITH ANY THIRD PARTY SOFTWARE OR HARDWARE CONFIGURATION.
- COMPANY will provide four (4) Gigabytes of online data storage for personal, proprietary files to be uploaded to CUSTOMER’s Caregiver Training Portal. If CUSTOMER requires additional storage space, CUSTOMER will be invoiced at a cost of $500 per Gigabyte per year. Any material downloaded or otherwise obtained through the use of the Site is done at CUSTOMER’s own discretion and risk, and COMPANY will have no responsibility for any damage to CUSTOMER’s computer system or loss of data that results from the download of such material.
- In no event will COMPANY be liable for any indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, incurred by CUSTOMER or any third party, whether in an action in contract or tort, arising from CUSTOMER’s access to, or use of, the COMPANY Training Portal or the COMPANY Content the Documentation and LMS Services. However, COMPANY is liable for any claims that result from a breach of security due to the direct and willful or gross negligence by COMPANY or its employees. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply.
- The provisions of this Agreement will be binding on an inure to the benefit of the parties’ permitted successors and assigns. COMPANY may assign or transfer this Agreement without prior written consent of the other party.
- This Agreement, being separate and excluded from any prior consulting or service agreements, constitutes the entire understanding and agreement between the parties, and supersedes all previous agreements (whether written or oral) concerning the subject matter hereof. This Agreement may not be amended except by a written document executed by the parties to this Agreement. A faxed or e-signature is acceptable for documentation.
- Neither party hereto will be in default hereunder by reason of its delay in the performance or failure to perform any of its obligations hereunder for any event, circumstance, or cause beyond its control such as, but not limited to acts of God, strikes, lock-outs, general governmental orders or restrictions, war, threat of war, hostilities, revolution, riots, epidemics, power shortages, fire, earthquake, or flood. The party affected by any such event will notify the other party within a maximum period of fifteen (15) days from its occurrence. The performance of this Agreement will then be suspended for as long as any such event will prevent the affected party from performing its obligations under this Agreement.
- The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such as invalidity or unenforceability will not in any way affect the validity or enforceability of the remaining provisions thereof.
- NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT, THE MAXIMUM LIABILITY OF COMPANY FOR DAMAGES TO CUSTOMER IS THE TOTAL FEES RECEIVED BY COMPANY UNDER THIS AGREEMENT. This provision will not apply to any claim or action arising under the confidentiality, intellectual property, or indemnification provisions of this Agreement.
- User Access Policies, Seat Usage Restrictions, and Potential Overages CUSTOMERS Access to COMPANY’s LMS Training Portal is billed or considered on a per active user basis annually. CUSTOMERS are afforded a level of access agreed upon as stated above (Subsection: Content Packages & Costs). A User is considered an Active User once their profile is generated and assigned into the LMS Portal. Once a user profile is considered active, in no scenario may a user be deactivated as an attempt to limit or rotate user access or “active” seats on the platform. COMPANY accounts for and allows the deactivation of Users whose profile falls under the characteristics mentioned above only upon termination or employment. (Subsection: User Access Policy and Seat Usage Restrictions – Article 2) If an employee profile is generated and that employee later leaves the Organization, for any reason, within that year of service, then the subscribing party may deactivate said user and utilize the access or “seat” which they were occupying for a new hire or employee who was not previously utilizing the LMS. If CUSTOMER exceeds their allotted level of access or “active seats,” the additional access will be billed based in accordance with applicable rate per access on a prorated basis dependent on when the overages occur during their year of service. E.g. – Assume the year of service begins on January 1st and the CUSTOMER has access and paid for 50 “active seats.” If the CUSTOMER adds 10 additional “active seats” on July 1st, they would incur an overage charge based on the added number of “active seats” (10) prorated for the half year remaining in their current service year. In this scenario, the total overage cost would equal $300 ($60 per user access x 10 users x 0.5 )for the remaining 6 months of access in the current year of service). Please note, example is based on the current rate as of January 1, 2020 and is in no way a guarantee of user access cost at related access tier. Actions taken by CUSTOMER, whether made with premeditated intent or inadvertently, that result in violation of the above policies will be subject to further legal action if proper action is not taken as to deliver remuneration to COMPANY.
All notices given pursuant to this Agreement will be in writing and delivered to the party to whom such notice is directed at the address specified below of the electronic mail address as such party will have designated by notice hereunder to:
Home Care Pulse
346 Grand Loop, Suite 200
Rexburg, ID 83440
Email: [email protected]
To the CUSTOMER:
As indicated within this Agreement.