ADLIGHTECH TERMS AND CONDITIONS OF SALE

“WaitingMed Service” means the combination of communications mechanisms implemented, administrated, and utilized by ADLIGHTECH, that allows secured communication, control, and display of patient calls, waiting lists, messages, texts, advertising, and video content across authorized graphical or non-graphical devices, among patients, and healthcare providers offices, by which the specific edition of WaitingMed online content management system, data administration and transmission on a specific designated Device and other corporate digital services, developed, operated, and maintained by ADLIGHTECH; accessible via http://www.WaitingMed.com or another designated web site or IP address or ancillary services rendered to CUSTOMER by WaitingMed.com, to which CUSTOMER is being granted limited access under this Agreement, including the WaitingMed technology, devices, and content. 

WaitingMed Call & SMS Messaging Service - Short Message (or Messaging) Service, a system that enables mobile or landline phone users to receive and respond to inbound or outbound text messages and/or automated telephone calls via the WaitingMed Service. PLEASE NOTE THAT THE WAITINGMED SERVICE DOES NOT SUPPORT ANY EMERGENCY CALLS. THESE CALLS SHOULD BE PERFORMED BY YOUR LOCAL PHONE SERVICE PROVIDER (FIXED OR MOBILE) IN CASE OF NECESSITY.

“Graphical or non-graphical Digital Device” is any device designated by ADLIGHTECH that may or may not project illuminated displays of graphics and texts and audio signals oriented for educational, advertising, and/or messages communication, including but not limited to Tablet computers (tablets/kiosks), TV Monitors, Personal Computers, Mobile telephones, Media Player Boxes.

Please refer to APPENDIX B, APPENDIX C, and APPENDIX D for the initial services and prices covered in this agreement. Customer's registration for, or use of, the Service shall be deemed to be Customer's agreement to abide by this Agreement, including any materials available on the WaitingMed website incorporated by reference herein, including but not limited to the Privacy and Security Statements.

ADLIGHTECH grants Customer a limited, revocable, non-exclusive, non-transferable worldwide right to use the Service solely for Customer's internal business purposes subject to the terms of this Agreement. Subject to the terms of this Agreement, Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party the Service or the Content, (ii) modify or do derivative works based upon the WaitingMed Technology or the Content; (iii) commercially exploit the Service or the Content in any other way not expressed in this agreement; or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. ADLIGHTECH and its licensors reserve all rights not expressly granted to the Customer. Customers may not use the Service in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights to, or the rights in, a content file or other work protected by the copyright law of any jurisdiction. Any such forbidden use shall immediately terminate Your license to the Service.

Customer is permitted to store, manipulate, analyze, reformat, print, and display the Content only for their internal business use. You understand that all information, data, text, software, music, sound, photographs, graphics, audio, video, messages, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, not ADLIGHTECH, are entirely responsible for all content you upload, post, email, transmit or otherwise make available via the WaitingMed Service. ADLIGHTECH does not control the Content posted via the WaitingMed Service and, as such, does not guarantee the accuracy, integrity, or quality of such Content. Under no circumstances will ADLIGHTECH be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the WaitingMed Service ADLIGHTECH is solely a facilitator of the voice and message traffic and has no visibility into or control over individual calls & messages as they are transmitted through the WaitingMed Service and has no responsibility or liability concerning the content of any particular call and message. Except that ADLIGHTECH may use programmatic means to filter (pre-screen) your messages and block your campaigns or account due to message keywords that ADLIGHTECH has determined, in its sole description, may violate any applicable rule, regulation, or the law. ADLIGHTECH shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Data. ADLIGHTECH reserves the right to withhold, remove, and/or discard Customer Data without notice for any breach, including, without limitation, the Customer's non-payment. Upon termination for cause, the Customer's right to access or use Customer Data immediately ceases, and ADLIGHTECH shall have no obligation to maintain or forward any Customer Data.

Unauthorized use, resale, or commercial exploitation of the Service and/or the Content in any way not authorized by ADLIGHTECH is expressly prohibited. Customer agrees not to reverse engineer the Service or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service. The customer is responsible for any activities that occur under the Customer's user accounts and shall abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with the use of the Service. Customer shall: (i) notify ADLIGHTECH immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ADLIGHTECH immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or its Users; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iv) not impersonate another WaitingMed user or provide false identity information to gain access to or use the Service. 


You agree that you will only use the WaitingMed service for lawful purposes. Any communication or data submitted to WaitingMed is legally within your control, and you have any and all necessary permissions to submit said data or information.
By installing, copying, or otherwise using the WaitingMed service, you agree to be bound by the terms and conditions of this agreement. If you do not agree to these terms and conditions, do not install, copy or use the WaitingMed service.

You authorize ADLIGHTECH to charge and place a hold on your credit or debit card concerning any unpaid charges related to the Services. You authorize the credit or debit card issuer to pay any amounts described herein without requiring a signed receipt. You agree that Your acceptance of this Agreement is authorized to the issuer of the credit or debit card to pay all such amounts.
You authorize ADLIGHTECH and/or any other company acting as billing agent for ADLIGHTECH to charge Your credit or debit card on a recurring monthly basis on the monthly anniversary of Your initial registration for a paid ADLIGHTECH plan and to continue to attempt to charge and/or place holds concerning all sums described herein, or any portion thereof, to Your credit or debit card until such amounts are paid in full.
You will provide ADLIGHTECH with updated credit or debit card information upon ADLIGHTECH’s request, and any time the information You previously provided is no longer valid. You are solely responsible for maintaining and updating the credit or debit card information. ADLIGHTECH is not liable for any non-sufficient funds or other charges incurred by You due to such attempts to charge and/or place holds on, Your credit or debit card. If You provide a debit card number instead of a credit card number, You authorize all charges described herein to be applied to such debit card unless and until You provide a credit card number.
For our subscription plans, usage and monthly or annual fees will be charged directly to the credit or debit card. You provide to us as specified in our pricing plans found in Appendix B, C, or D of this agreement. Except as provided below, monthly services and certain other charges are billed and charged one month in advance. There is no proration of such charges if service is terminated on other than the last day of Your billing cycle. You agree to pay for all ADLIGHTECH Services. For annual plans, your billing cycle will be 12 months from the date of payment of your yearly plan subscription fees. If any new user or number is added during the billing cycle, an amount equivalent to prorated amount for the remaining period in the billing cycle will be charged to your credit or debit card on file. If You cancel your annual plan subscription during the billing cycle, your subscription won't be renewed after the end of the current billing cycle. No refund will be given for cancellation during the ongoing billing cycle. In case of a number of users or phone numbers are removed, the annual plan subscription amount will be accordingly adjusted (if applicable) for the next billing cycle onwards.
FOR THE WAITINGMED CALL & SMS MESSAGING SERVICE, AIRTIME AND OTHER MEASURED USAGE ("CHARGEABLE TIME") ARE BILLED IN FULL-MINUTE INCREMENTS, AND ACTUAL AIRTIME AND USAGE ARE ROUNDED UP TO THE NEXT FULL-MINUTE INCREMENT AT THE END OF EACH CALL FOR BILLING PURPOSES. IF PAY-PER-MINUTE BILLING APPLIES WITHIN YOUR PLAN, WE CHARGE A FULL MINUTE OF AIRTIME USAGE FOR EVERY FRACTION OF THE LAST MINUTE OF AIRTIME USED ON EACH CALL. SMS RATES ARE FOR A SINGLE SEGMENT. 1 SEGMENT= 160 CHARACTERS. For example, if you send a 200 characters long message, it will cost you 2 X SMS Cost as 200 characters will be counted as two segments.
Chargeable time begins for outgoing calls when a connection to the number you are trying to reach is established and recorded in our system and for incoming calls when a signal connection from the caller is established with our facilities. Chargeable Time ends after the call has ended, either by You, the person You are speaking with, or due to a technical malfunction, but until only when Your wireless telephone's signal of call disconnect is received by us and the call disconnect signal has been confirmed.
All outgoing calls for which we receive answer supervision, including ring time, shall incur a minimum of one minute airtime charge. Answer supervision is generally received when a call is answered; however, answer supervision may also be generated by voicemail systems, private branch exchanges, and interexchange switching equipment. Chargeable Time may include time for us to recognize that only one party has disconnected from the call, time to clear the channels in use, and ring time. Chargeable Time may also occur from other uses of our facilities, such as voicemail deposits, retrievals, and call transfers.
If You select a rate plan that includes a predetermined allotment of Services (for example, a predetermined amount of airtime or messages), unless otherwise expressly provided as a part of such rate plan, any unused allotment of Services from one billing cycle will not carry over to any other billing cycle. We may bill You in a format as we determine from time to time. Additional charges may apply for additional copies of Your bill with detailed information about Your usage of Services.
You also remain responsible for paying Your monthly Service fee if Your Service is suspended for nonpayment.
You agree that for amounts not paid by the due date, we may charge, as a part of its rates and charges, and You agree to pay a late payment fee of 10% or the maximum allowed by law. In the event, You fail to pay billed charges when due, and it becomes necessary for us to refer Your account(s) to a third party for collection, we will charge a collection fee at the maximum percentage permitted by applicable law but not to exceed 18% to cover our internal collection-related costs.

ADLIGHTECH may change the rates of outgoing calls and text messages at any time with 30 days’ notice to you by either notifying CUSTOMER by email or by posting such change at Call Rates and SMS Rates. The new rate will apply to your next call after the new rates have been published. Please check the latest rates before You use the Service. If you do not accept the new rates, do not use the Service.

CUSTOMER may terminate, at their sole discretion providing notice with at least 30 (thirty) days prior to using the WaitingMed Services upon written Notice. Once terminated, ADLIGHTECH will follow the account deletion process. Such suspension or termination may result in the permanent deletion of the User’s information or other previously available content upon written Notice to the User in breach Termination of the service will not alter the obligation to pay all charges pending in the User billing account.

The WaitingMed service is owned by and shall remain the property of ADLIGHTECH. This agreement only provides a single-use license to use the software. All trademarks, service marks, copyrights, and trade secrets are the property of ADLIGHTECH, and all rights are reserved.
To the maximum extent permitted by applicable law, ADLIGHTECH provides to you the WaitingMed service as is and hereby disclaims all warranties, whether express or implied, as to the functionality, security (unless within the reasonable control of ADLIGHTECH), and integrity of WaitingMed service. While ADLIGHTECH uses reasonable care to protect the integrity of any transmitted or stored data, events outside of the direct control of ADLIGHTECH (e.g., viruses, power fluctuations, or external software interactions) cannot be warranted, nor will ADLIGHTECH be liable for any damage or corruption of said data or software.

ADLIGHTECH will deliver 98% of Uptime per month for WaitingMed Service; if ADLIGHTECH does not meet this uptime in any given month, the Customer may request a credit for such Downtime associated with a trouble ticket submitted by an End User. Upon such request and ADLIGHTECH’s verification of the trouble ticket and the Downtime, ADLIGHTECH will issue a credit to the Customer. ADLIGHTECH will use reasonable endeavors to provide the WaitingMed Service with minimum disruptions. However, ADLIGHTECH cannot guarantee that the Service will always function without disruptions, delays, or other imperfections. For example, there may be power outages or internet service disruption since the WaitingMed Service will be transmitted through public internet lines and the public switched telephone network. In addition, you may experience some disruptions, e.g., packet loss and delay, which will interfere with the quality of Customer communications. Furthermore, ADLIGHTECH may change technical features to keep pace with the latest demands and technological developments or comply with applicable laws. ADLIGHTECH may also have to repair, improve, and/or upgrade the WaitingMed Service. This may require us to restrict, limit, suspend, interfere, and/or interrupt the Service at any time at our sole discretion.

THE CUSTOMER AGREES THAT ADLIGHTECH WILL NOT BE LIABLE FOR ANY (1) SUSPENSION OR LOSS OF THE SERVICES, (2) USE OF THE SERVICES, (3) INTERRUPTION OF THE SERVICES OR INTERRUPTION OF THE CUSTOMER’S BUSINESS, (4) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO ADLIGHTECH SITE OR SERVICES OR DELAYS OR ACCESS INTERRUPTIONS CUSTOMER MIGHT EXPERIENCE ABOUT THE SERVICES; (5) LOSS OR LIABILITY RESULTING FROM ACTS OF OR EVENTS BEYOND OUR CONTROL INCLUDING, BUT NOT LIMITED TO ANY ERRORS OR TECHNICAL ISSUES OF ANY DOMAIN NAME REGISTRY OR OTHER THIRD PARTY PROVIDER, (6) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (7) OR LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF CUSTOMER’S ACCOUNT IDENTIFIER OR PASSWORD.
THE CUSTOMER ALSO AGREES THAT ADLIGHTECH WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) OR FOR ANY FINANCIAL OR ECONOMIC LOSS OR LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL OR SIMILAR LOSSES, LOSS OF ANTICIPATED SAVINGS OR LOSS OR CORRUPTION OF DATA OR INFORMATION, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NO EVENT WILL THE COLLECTIVE LIABILITY OF ADLIGHTECH OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, ATTORNEYS, AND BUSINESS PARTNERS TO ANY PARTY, REGARDLESS OF THE TYPE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED $100. 


BUSINESS ASSOCIATE
Current federal guidelines, as stated by the U.S. Department of Health and Human Services, and outlined within the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) regulations, allow for the assignment and recognition of a “Business Associate” relationship, such as the one outlined in this agreement, between two organizations, whereas one of the organizations is able to perform certain functions and services for the other organization, as required by federal and state regulations, so as to facilitate compliance with said regulations. 

ADLIGHTECH and Business Associate intend to protect the privacy and provide for the security of PHI disclosed to Business Associate pursuant to the Agreement in compliance with HIPAA and the regulations promulgated there under by the U.S. Department of Health and Human Services, including, but not limited to, Title 45, Section 164.504(e) of the Code of Federal Regulations (“CFR”), as the same may be amended from time to time and other applicable state and federal laws, rules and regulations.

ADLIGHTECH uses technical safeguards to ensure the privacy and integrity of all information transmitted to or from its system. Such safeguards include password protection, data encryption, connection, monitoring, and input/output verification. In addition, all ADLIGHTECH staff receives training in the proper ways to use personally identifiable healthcare information and execute a confidentiality agreement to that end.
ADLIGHTECH agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of ADLIGHTECH agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information. 

Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for ADLIGHTECH to respond to an individual’s request for an accounting of disclosures of Protected Health Information with 45 CFR § 164.528. Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, ADLIGHTECH available to the Secretary, promptly, for purposes of the Secretary determining ADLIGHTECH compliance with the Privacy Rule. 

ADLIGHTECH agrees to perform said functions and services as stated herein for Customer to enable Customer to comply with regulations promulgated under HIPAA, explicitly pertaining to data collection and transfer between Customer and ADLIGHTECH as well as ADLIGHTECH and third-party entities, on behalf of the customer, using specifically mandated data content and format. Should either state or federal regulatory bodies change existing guidelines during the term of this agreement to negate the relationship between Customer and ADLIGHTECH or cause said understanding of the relationship by both parties to become invalid, both parties shall work in good faith to re-address and redefine their relationship to become compliant in an expedient and timely manner?


Customer shall indemnify and hold ADLIGHTECH free and harmless from and against any and all liabilities, losses, settlements, claims, demands, and expenses of any kind (including but not limited to court costs and attorney's fees), which may result or arise out of any one or more of the following: (1) the acts or omissions of the Service Customer including any act or omission constituting a breach of this Agreement; (2) any dispute with or claims by the Service Customer's subcontractors, agents, clients or other contractors: and (3) any alleged defamation, breach of contract, malpractice, fraud, negligence or intentional misconduct caused or purported to have been caused by the Service Customer, its agents, employees, subcontractors or representatives in the performance or omission of any act or responsibility of Customer under this Agreement. Customer’s obligations under this section shall survive termination or cancellation of the Agreement. ADLIGHTECH shall indemnify and hold Customer free and harmless from and against any and all liabilities, losses, settlements, claims, demands, and expenses of any kind (including but not limited to court costs and attorney's fees), which may result or arise out of any one or more of the following: (1) the acts or omissions of ADLIGHTECH, including any act or omission constituting a breach of its obligations and responsibilities under this Agreement; (2) any alleged defamation, breach of contract, malpractice, fraud, negligence or intentional misconduct caused or purported to have been caused by ADLIGHTECH, its agents, employees, other subcontractors or representatives in the performance or omission of any act or responsibility of ADLIGHTECH under this Agreement. ADLIGHTECH's obligations under this section shall survive termination or cancellation of this Agreement. The maximum liability of ADLIGHTECH in any event for any claim is the fees charged by ADLIGHTECH for the services provided in this agreement. . I fully understand and accept the terms of this agreement.