STANDARD END USER LICENSE AGREEMENT:

TailoredEx L.L.C.

Standard End User License Agreement [EULA]

Terms of use

Updated

August 9, 2023

Thank you for using the RCM Streamline!

 

YOU MAY NOT USE THE RCM STREAMLINE UNLESS YOU AGREE TO THESE PROVISIONS. BY USING THIS SOFTWARE, YOU AGREE TO ALL OF THESE PROVISIONS.

PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: This End-User License Agreement (“EULA”) is a legal agreement between (a) you (either an individual or a singe entity) and (b) “TailoredEx L.L.C.” that governs your use of the Software product, installed on or made available by TailoredEx L.L.C.

 

BY CLICKING “I AGREE”, OR BY TAKING ANY STEP TO INSTALL OR USE THE SOFTWARE PRODUCT, YOU (1) REPRESENT THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN YOUR STATE, PROVINCE JURISDICTION OF RESIDENCE AND, IF APPLICABLE, YOU ARE DULY AUTHORIZED BY YOUR EMPLOYER TO ENTER INTO THIS CONTRACT AND (2) YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THE EULA TERMS, DO NOT USE THE SOFTWARE.

 

The Terms of Use:

Welcome to [RCM Streamline]! These Terms of Use (“Terms”) govern your use of our Services and apply when You, the end user, Licensee (“you, your, yours”)  use the services of TailoredEx, L.L.C. or our affiliates, including our application programming interface, software, systems, programs, tools, services, updates, data, documentation, and websites (“Services”); provided and created by Licensor [TailoredEx L.L.C.] (“we,” “us,” or “our”). By using the Software, you agree to these Terms, so please read them carefully.

These Terms of Use

The Terms include our Service Terms, Sharing & Publication Policy, Usage Policies, and other documentation, guidelines, or policies we may provide in writing. By using our Services, you agree to these Terms.

We do not collect any personal or business information. Our Privacy Policy is here to explain and clarify how we protect your personal and business information should a customization to our services be needed, required, or requested by you.

 

Definitions:

  1. Licensor is the owner of certain software developed by Licensor [“TailoredEx L.L.C.”], hereinafter referred to as the “Software.”
  2. Licensee [“You, the end user”] desires to obtain a license to use the Software for its business operations.
  3. Licensor is willing to grant a license to Licensee for the use of the Software under the terms and conditions set forth herein.

The Start date or Effective date:

The Licensee is bound to the terms and conditions upon the download of the software and after clicking the “I agree” button to use the software. The date on which upon Licensee clicked the “I Agree” button will be the effective date of this EULA and Term of Use agreement.

 

  1. Registration and Access

1.1 – If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf.

1.2 – You must provide accurate and complete information to register your provider billing information, including NPI numbers.

1.3 – You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.

 

  1. License to Use the Software

This term agreement is made between us, the software owner or licensor, and you the end user or licensee, and defines the property rights of the software owner and the conditions of use for the user.

2.1 – Grant of License: Licensor hereby grants Licensee a non-exclusive, non-transferable, revocable worldwide license to use the Software, including any updates or enhancements that may be provided by Licensor during the term of this Agreement (the “License”). The License is granted solely for Licensee’s internal business purposes, subject to these Terms.

2.2 – Restrictions: You agree not to (a) modify, distribute, or sell the Services or any part of it; (b) reverse engineer, decompile, disassemble, or otherwise attempt to extract, derive the source code of the software; (c) use the Services to develop a competing product; make any modifications, adaptations, improvements, enhancements, translation, or derivative work from the application;(d) violate any laws or regulations in connection with the Services use;(e) use the program for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Licensor.

2.3 – Any resell of this product, software, or services will immediately be a breach of this agreement and will result in payment of remuneration of applicable fees, and payments to us.

2.4 – Licensee shall not remove, alter, or obscure any copyright, trademark, or proprietary notices contained in the Software.

 

  1. Scope of Services Rendered – Statement of Work

3.1 – If any Services supplied by us have any software defects, errors, or bugs, we shall rectify them within thirty (30) business days or in other period agreed by you and us in writing, emails, texts, or phone call, at our own expense.

3.2 – The Services are delivered as is, any modifications, customizations, bug fixes, additives, or any other further development of the software, will be charged accordingly and will require further payments or fees in accordance with the paid plan selected by you when you purchase your plan code, further explained in section 6 (“Fees and Payments”).

3.3 – Acceptance. Services delivered by us hereunder, shall be subject to acceptance testing by you for substantial conformance to the System Design Specification. If the delivered Services fail to substantially conform to your needs, You shall notify us within the seven (7) days of receiving this software the period where you are free to test and use our services free of charge (“free tier period”).

3.4 – You must specify any failures with sufficient detail to allow us to remedy such failures (the “Rejection Notice”). Within thirty (30) days of the receipt of a Rejection Notice, we shall correct the specified failures in the software, or provide a written estimate of the cost and time required to correct the failures, unless such failures are caused by deficient provision of services by us. Once software is resubmitted to you after the receipt of a Rejection Notice therefor shall be subject to the acceptance testing requirements described above. If any software application is so rejected five or more times, you may terminate this Agreement in accordance with the Termination clause.

 

  1. Intellectual Property Rights

4.1 – Ownership: The Software and all associated intellectual property rights, including but not limited to copyrights, trademarks, and trade secrets, are and will remain the sole property of [TailoredEx L.L.C.].

4.2 – Feedback: We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things regarding the software, we may use it without restriction or compensation to you. You grant us an irrevocable, royalty-free, worldwide license to use and incorporate such feedback into our products and services.

Feedback can be sent to us via this email automations@tailoredex.com or on google reviews by googling Tailoredex.

4.3 – All Intellectual Property Objects, including Software, and related material, including trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name that is developed or produced under this Agreement is our sole property within the meaning of the Copyright Act of 1976 as amended from time to time, and shall be the sole property of TailoredEx L.L.C.

4.4 – If We [reasonably determine], or any third party alleges, that the use of the Software by You in accordance with this Agreement infringes any person’s Intellectual Property Rights, We may [acting reasonably] at our own cost and expense: modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Software Defects into the Software and must not result in the Software failing to conform with the Software Specification; or procure for You the right to use the Software in accordance with this Agreement.

 

  1. User Responsibilities

5.1 – The accurate completion of reimbursement, or coverage-related documentation is your responsibility, the healthcare provider and patient.

5.2 – TailoredEx L.L.C. and its agents make no guarantee regarding reimbursement for any service or item and by no means guarantee zero or no denials of your forms, but simply sets out to help you reduce those denials.

5.3 – Account Information: You are responsible for maintaining the confidentiality of your account credentials and provider billing information and ensuring that the information you provide is accurate and up to date.

5.4 – Lawful Use: You agree to use the Software for lawful purposes only and not to engage in any activity that may harm the Software, its users, or violate any applicable laws.

5.5 – Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services.

5.6 – Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from the Services to develop models that compete with TailoredEx L.L.C.; (iv) except as permitted by us. (v) represent that output from the Services was human generated when it is not or otherwise violate our Usage Policies; (vi) buy, sell, or transfer paid plan codes without our prior consent; or (vii), send us any personal information of children under 13 or the applicable age of digital consent. You will comply with any rate limits and other requirements in our documentation.

5.7 – Third Party Services. Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.

Content

5.8 – Your Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “Content.” As between You and Us and to the extent permitted by applicable law, you own all Input. Subject to your compliance with these Terms, TailoredEx L.L.C. hereby assigns to you all its right, title and interest in and to Output. This means you can use Content for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. TailoredEx L.L.C. may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.

 

  1. Fees and Payments

6.1 – Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis or one lump sum in accordance with the payment plan selected by you in the paid plan on our website or in one of our advertisements anywhere on the web or in physical advertisements but may reasonably change the date on which the charge is posted. You authorize TailoredEx L.L.C. and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement.

6.2 – Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. TailoredEx L.L.C. uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up to date.

6.3 – Price Changes. We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons or increases made to Beta Services (as defined in our Service Terms), which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.

6.4 – Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact automations@tailoredex.com within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are past due, we may suspend your access to the Services after we provide you written notice of late payment.

6.5 – Free Tier. The free tier is a grace period of seven (7) days from receiving of this software we provide you and any of our customers to test our services and decide upon whether you wish to buy a plan code and use our services indefinitely or reject our services and not use any of our software.

6.6 – Fees and Term Payments

In consideration for the License granted herein, Licensee shall pay Licensor an ongoing monthly fee (the “License Fee”).  The License Fee shall be paid to Us at the rate agreed upon in accordance with the “Paid Plan” selected by you and shall be payable upon the download of the Software and shall be ach, or debited from your account on a revolving monthly payment every thirty (30) days following the effective date.

Paid plans available for You to choose from:

[a] Indispensable Plan

[b] Best Value Plan

[c] Unlimited Plan

(a) Indispensable Plan – $200 per month: RCM Streamline Program, tested and ready to go. One (1) License for the RCM Streamline Program. Bug fixes at no extra cost. Extra payments on all code updates and customizations. Extra payment for new form add-ons and updates. Extra payment for new features, customizations, functions, & modifications.

(b) The Best Value Plan – $350 per month: RCM Streamline Program, tested and ready to Go. Up to Five (5) licenses for the RCM Streamline Program. Bug fixes at no extra cost. Priority in service and no extra cost for code updates. Three (3) new form add-ons and updates. Ten free customizations, new features, functions, and modifications.

(c) The Unlimited Plan – $500 per month: RCM Streamline Program, tested and ready to Go. Unlimited Licenses for the RCM Streamline Program. Bug fixes at no extra cost. First priority on any new updates, or customizations. Unlimited new form add-ons and updates. Unlimited customizations, new features, functions, and modifications. 24/7 Accessibility to TailoredEx Support. First in Line Priority in service.

6.7 – You acknowledge and agree that the payment received from You for Services rendered under this Agreement includes the entire amount of remuneration on which we expected and which can be set by law for all assigned (alienated) proprietary IP rights, including exclusive intellectual property rights, for all IP Objects created by us in the course and/or as a result of the Services rendering under this Agreement, which will be owned by You according to this Agreement.

6.8 – Taxes. TailoredEx L.L.C. is responsible for paying all taxes levied in connection with the fees and expenses due, exclusive of any taxes based on Your income, which shall be paid solely by You.

 

  1. Maintenance, Support and Updates

7.1 – Maintenance and/or Support: We may provide customer support for the Software at our discretion. Our service will be delivered via online support or over the phone. It is the sole responsibility of the Licensee to inform the Licensor of any problems, malfunctions, or bugs that may hinder the proper operation of the software.

7.2 – Updates: We may release updates, improvements, or new versions of the Software, and you agree to install and use these updates to maintain compatibility and security.

7.3 – Procedure codes and modifiers are subject for change once or twice a year. We reserve the right to charge you extra fees for updating codes.

 

  1. Disclaimer of Warranty

8.1 As-Is Basis: The Software is provided “as-is” and without any warranty, express or implied. We make no representations or warranties regarding the Software’s reliability, functionality, or fitness for a particular purpose.

8.2 – In connection with the Services provided under this Agreement, we will not use any confidential or proprietary information of another party, or infringe the Intellectual Property Rights of another party, nor will we disclose to You, or bring onto any Your premises, or induce You to use any confidential or proprietary information of any person or entity other than You or Us.

8.3 – We warrant to You that the Software as provided will conform in all [material] respects with the Software Specification.

(a) The Software will be supplied free from Software Defects and will remain free from Software Defects for a period of at least 12 months following the supply of the Software.

(b)The Software will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs.

(c)The Software shall incorporate security features reflecting the requirements of good industry practice.

8.4 – We warrant to You that the Software and Documentation, when used by You in accordance with this Agreement, will not breach [any laws, statutes or regulations applicable under law.

8.5 – We warrant to You that the Software and Documentation, when used by the You in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

8.6 – Neither You nor Us may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

8.7 – This Agreement is made for the benefit of both You and Us and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation, or settlement under or relating to this Agreement are not subject to the consent of any third party.

8.8 – Ownership. You agree that we are the rightful and exclusive owners of all Deliverables: the materials, software, workbooks, data, inventions, source codes, works of authorship and other innovations of any kind, including, without limitation, any deliverables under the Project Description/Statement of Work, and any improvements or modifications.

 

  1. Confidentiality & Non-Disclosure

9.1 – Confidentiality, Security and Data Protection

(a) Confidentiality. You may be given access to Confidential Information of TailoredEx L.L.C., its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that TailoredEx L.L.C. or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to TailoredEx L.L.C. and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact TailoredEx L.L.C. and provide details of the vulnerability or breach.

(c) Processing of Personal Data. If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law.

9.2 – We shall not (i) disclose to any third party your business information, details regarding the Software, including any information regarding the Software’s code, the Deliverables, bank statements, data, P&L, Tax Returns, Spreadsheets, data sheets, balance sheets, accounting data or any data pertaining to Your business (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the You, or (iii) use Confidential Information other than solely for the benefit of the You.

9.3 – Regarding to this, during the term of this Agreement and for five (5) years after its termination will not disclose, transmit to any person and will not use Confidential Information to the detriment of You or for the benefit of any other person. We shall comply with the rules of work with confidential information contemplated in this Agreement and other agreements concluded with You concerning Confidential Information.

9.4 – Non-Solicitation. Both You and Us agree that during the term of this Agreement and for the next six (6) month after its termination We shall not in any way, either directly or indirectly, engage or contribute to the engagement of your employees and Your Company in any employment, commercial or other business relationships with Us or with any third parties.

9.4 – Confidentiality. The arbitration proceedings including all filings, discovery and communications related to such proceedings and any result(s) of arbitration (including any arbitration award) shall be maintained as confidential information by the parties, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award and for disclosure in confidence to the parties’ respective attorneys, tax advisors and senior management and other parties with a strict need to know.

9.5 – Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.

9.6 – Scope of Confidentiality. Both You and Us agree to regard and preserve as confidential all technical, financial and business information related to the business and activities of the other party (the “Disclosing Party”), that may be obtained by such party (the “Receiving Party”) from any source or may be developed as a result of this Agreement (“Confidential Information” of the Disclosing Party). The Receiving Party agrees to hold such information in trust and confidence for the Disclosing Party and not to disclose such Confidential Information to any person, firm or enterprise, or use, directly or indirectly, any such Confidential Information for its own benefit or the benefit of any other party, unless otherwise authorized in writing by the Disclosing Party, and even then, to limit access to and disclosure of such Confidential Information to the Receiving Party’s employees on a need-to-know basis only. Confidential Information shall not be considered confidential if such information is: (i) already known by the Receiving Party free of any restriction at the time it is obtained as evidenced by written records of the Receiving Party; (ii) subsequently learned by the Receiving Party from an independent third party having the right to make such disclosure, free of any restriction; or (iii) becomes available publicly by means other than a wrongful act of the Receiving Party.

9.7 – Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.

9.8 – Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party’s benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

9.9 – Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

9.10 – Remedy. Each party acknowledges and agrees that, in the event of a breach or threatened breach of any of the foregoing provisions, the other party will have no adequate remedy in damages and, accordingly, shall be entitled to injunctive relief against such breach; provided, however, that no specification of a particular legal or equitable remedy shall be construed as a waiver, prohibition or limitation of any other legal or equitable remedies in the event of a breach hereof.

9.11 – Notice of Immunity. You are provided notice that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law.

9.12 Personal information we collect

We collect personal information relating to you (“Personal Information”) as follows:

Personal Information You Provide: We collect Personal Information if you create an account to use our Services or communicate with us as follows:

(a)Account Information: When you create an account with us, we will collect information associated with your account, including your name, contact information, account credentials, payment card information, and transaction history, (collectively, “Account Information”).

(b)Communication Information: If you communicate with us, we collect your name, contact information, and the contents of any messages you send (“Communication Information”).

9.13 – How we use personal information

  1. a) We may use Personal Information for the following purposes:
  2. b) To provide, administer, maintain and/or analyze the Services;
  3. c) To improve our Services and conduct research;
  4. d) To communicate with you;
  5. e) To develop new programs and services;
  6. f) To prevent fraud, criminal activity, or misuses of our Services, and to protect the security of our IT systems, architecture, and networks;
  7. g) To carry out business transfers; and
  8. h) To comply with legal obligations and legal process and to protect our rights, privacy, safety, or property, and/or that of our affiliates, you, or other third parties.

9.14 – Disclosure of personal information

In no circumstances we may provide your Personal Information to third parties without further notice to you, unless required by the law:

  1. a) Business Transfers: If we are involved in strategic transactions, reorganization, bankruptcy, receivership, or transition of service to another provider (collectively, a “Transaction”), your Personal Information and other information may be disclosed in the diligence process with counterparties and others assisting with the Transaction and transferred to a successor or affiliate as part of that Transaction along with other assets.
  2. b) Legal Requirements: We may share your Personal Information, including information about your interaction with our Services, with government authorities, industry peers, or other third parties (i) if required to do so by law or in the good faith belief that such action is necessary to comply with a legal obligation, (ii) to protect and defend our rights or property, (iii) if we determine, in our sole discretion, that there is a violation of our terms, policies, or the law; (iv) to detect or prevent fraud or other illegal activity; (v) to protect the safety, security, and integrity of our products, employees, or users, or the public, or (vi) to protect against legal liability.
  3. c) Affiliates: We may disclose Personal Information to our affiliates, meaning an entity that controls, is controlled by, or is under common control with TailoredEx L.L.C.. Our affiliates may use the Personal Information we share in a manner consistent with this Privacy Policy.

9.15 – The right to know information about our processing of your Personal Information, including the specific pieces of Personal Information that we have collected from you;

  1. a) The right to request deletion of your Personal Information;
  2. b) The right to correct your Personal Information; and
  3. c) The right to be free from discrimination relating to the exercise of any of your privacy rights.
  4. d) We don’t “sell” Personal Information or “share” Personal Information for cross-contextual behavioral advertising (as those terms are defined under applicable local law). We also don’t process sensitive Personal Information for the purposes of inferring characteristics about a consumer.
  5. e) Verification. In order to protect your Personal Information from unauthorized access, change, or deletion, we may require you to verify your credentials before you can submit a request to know, correct, or delete Personal Information. If you do not have an account with us, or if we suspect fraudulent or malicious activity, we may ask you to provide additional Personal Information and proof of residency for verification. If we cannot verify your identity, we will not be able to honor your request.

9.16 – Changes to the privacy policy

We may update this Privacy Policy from time to time. When we do, we will post an updated version on our webpage or simply include it in new versions of this software, unless another type of notice is required by applicable law.

9.17 – How to contact us

Please contact support if you have any questions or concerns not already addressed in this Privacy Policy. You can always use this email automations@tailoredex.com or by clicking our logo in the landing page of this software.

 

  1. Limitation of Liability – Liability of the Parties

10.1 Damages: To the maximum extent permitted by law, we shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages arising from the use or inability to use the Software. Including lost profit, lost revenue, loss of data, or other damages arising from your use of the services, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the lesser of the amount paid, if any, by you to us during the two (2) month period prior to any cause of action arising or $0.00 USD. Certain U.S. state laws and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

10.2 – For failure or improper performance of obligations under this Agreement, each Party shall bare liability as provided in this Agreement and in accordance with applicable law.

10.3 – Each Party shall be responsible for any additional costs, loss or damages resulting directly from Party’s failure to fulfill commitments set forth in this Agreement or a Statement of Work or due to negligence.

10.4 – Neither Party shall bear any liability to the other Party for indirect losses, unless such loss is caused by gross negligence. Indirect loss includes all types of turnover loss, consequences of turnover loss, loss of information, loss of goodwill and loss of future income possibilities.

10.5 – We must provide to You, at our own cost and expense all reasonable assistance in connection with any legal proceedings relating to the rights assigned under this Agreement that are brought by, or against You.

Your obligations

10.6 – Save to the extent that the parties have agreed otherwise in writing, You must provide to Us, or procure for Us, such:

(a) [co-operation, support and advice]; and

(b) [information and documentation],

as are reasonably necessary to enable Us to perform our obligations under this Agreement.

Charges

10.7 – You shall pay the Charges to Us in accordance with this Agreement.

10.8 – If the Charges are based in whole or part upon the time spent by Us performing the Services, we must obtain Your written consent before performing Services that result in any estimate of time-based Charges given to You being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless You agree otherwise in writing, You shall not be liable to pay to Us any Charges in respect of Services performed in breach of this Section 10.8.

10.9 – All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated [inclusive of any applicable value added taxes] OR [exclusive of any applicable value added taxes, which will be added to those amounts and payable by the You to the Us].

10.10 – We may elect to vary any element of the Charges by giving to You not less than five (5) business days written notice of the variation [expiring [on any anniversary of the effective date of execution of this Agreement].

Payments

10.11 – We shall issue invoices for the Charges to You on election of a paid plan.

10.12 – You must pay the Charges to Us immediately to be able to operate the software.

10.13 – You must pay the Charges by bank transfer or bank wire transfer or cashier’s cheque or money order or direct deposit to bank or ACH transfer (using such payment details as are notified by Us to You).

10.14 – If You do not pay any amount properly due to Us under this Agreement, we will:

(a)charge the You interest on the overdue amount or any portion of a debt that is more than 30 days past due, at the rate of six percent (6%) per annum above the Center Bank of U.S.A. base rate [as of August 2023 – five percent (5%)]. Which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).

Limitations and exclusions of liability

10.15 – Nothing in this Agreement will:

(a)limit or exclude any liability for death or personal injury resulting from negligence;

(b)limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)limit any liabilities in any way that is not permitted under applicable law; or

(d)exclude any liabilities that may not be excluded under applicable law.

10.16 – Neither party shall be liable to the other party OR We shall not be liable to You OR You shall not be liable to Us in respect of any losses arising out of a Force Majeure Event.

10.17 – Neither party shall be liable to the other party OR we shall not be liable to You OR You shall not be liable to Us in respect of any loss of profits or anticipated savings.

10.18 – Neither party shall be liable to the other party OR we shall not be liable to You OR You shall not be liable to Us in respect of any loss of revenue or income.

10.19 – Neither party shall be liable to the other party OR we shall not be liable to You OR You shall not be liable to Us in respect of any loss of use or production.

10.20 – Neither party shall be liable to the other party OR we shall not be liable to You OR You shall not be liable to Us in respect of any loss of business, contracts or opportunities.

10.21 – Neither party shall be liable to the other party OR we shall not be liable to You OR You shall not be liable to Us in respect of any loss or corruption of any data or database.

10.22 – Neither party shall be liable to the other party OR we shall not be liable to You OR You shall not be liable to Us in respect of any special, indirect or sequential loss or damage.

 

  1. Indemnification

11.1 – Indemnity: You agree to indemnify and hold harmless [TailoredEx L.L.C.] and its officers, directors, employees, affiliates and agents from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.

11.2 – Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

11.3 – Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11.4 – Parties shall not be liable for any delay in fulfilment or non-fulfilment of its obligations under this Agreement if such delay or non-fulfilment is caused by events that are beyond the reasonable control of the Party, these events cannot be prevented under proper control and these events were not foreseeable at the time of execution of the Agreement, including: fire, explosion, flood, storm, strikes, natural disasters, wars, terrorist acts, imposing embargoes, riots or intervention of any authority, provided that the Party, which allows the delay or non-fulfilment, immediately notifies the other Party of the reasons for the delay or non-fulfilment and makes efforts to eliminate the cause of such delay or non-fulfilment.

11.5 – In this case, any delay or non-fulfilment for more than forty five (45) business days is a ground for termination of the Agreement by the other Party, or the other Party (at its own discretion) may extend validity term of this Agreement for a period of time equal to the duration of the interruption or delay.

11.6 – A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

(a)promptly notify the other; and

(b)inform the other of the period for which it is estimated that such failure or delay will continue.

11.7 – A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

 

  1. Term and Termination

This Agreement shall come into force upon payment in full of applicable selected paid plan.

12.1 – Termination; Suspension. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 5(User Responsibilities), 9(Confidentiality & Non disclosure), 14 (Dispute Resolution). If there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.

12.2 – Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information.

12.3 – This Agreement shall continue in force [indefinitely].

12.4 – Termination: We reserve the right to suspend or terminate your access to the Software at any time and for any reason without notice.

12.5 – Upon payment at the end of the free tier period, You will receive a code to begin using the system at its fully operational capacity. This will end the free tier period of seven (7) days.

12.6 – Terminating this agreement on your behalf will result in cessation of any updates to codes, and any pending customizations, additions, or modifications to the system.

 

  1. Governing Law

13.1 – Applicable Law: These Terms shall be governed by and construed in accordance with the laws of [State of Florida].

13.2 – This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of [Florida] and subject to the exclusive jurisdiction of the federal and state courts located in [Miami-Dade County], [Florida].

13.3 – Governing Law; Service of Process; Attorney Fees. Regardless of Your location or the location or Your Mail or any Channel Partner, this Agreement is governed by the laws of the State of Florida, without regard to its conflicts of law principles or the conflicts of law principles of any other jurisdiction. Any references to statutes or regulations in this Agreement will include any changes, amendments or extensions (as the case may be) of such statutes or regulations and upon any such changes, amendments or extensions, this Agreement will be updated automatically to reflect the same without any further action on our part and whether or not such update is included in the copy of this Agreement that is available on our site.

 

  1. Dispute Resolution.

14.1 – Remedies. In the event of a breach of this Agreement by any party, the non-breaching party shall be entitled to all appropriate equitable and legal relief, including, but not limited to: (a) an injunction to enforce this Agreement or prevent conduct in violation of this Agreement; (b) damages incurred by the non-breaching party as a result of the breach; and (c) attorneys’ fees and costs (at all arbitral, trial, and appellate levels) incurred by the non-breaching party in enforcing the terms of this Agreement.

*** THE FOLLOWING IS A MANDATORY ARBITRATION PROVISION ***

14.2 – Any issue, question, dispute, claim or controversy arising out of or relating to this Agreement or any provision thereof, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Miami, Florida, before a single arbitrator (the “Arbitrator”). The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the expedited procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This dispute resolution provision shall include urgent or emergency arbitration relief and not preclude any party from seeking provisional remedies in aid of such urgent or emergency arbitration relief from an arbitrator in accordance herewith.

14.3 – Effects of Mandatory Arbitration. The parties understand, acknowledge, and agree that by agreeing to arbitrate in the manner required under Section 14.2, they are each waiving any right they may have to bring before a court (for other than injunctive relief as provided below), any claim that such party may have arising out of, or for any violation of, any federal, state, local or other law, regulation or ordinance, or any other rights protected or arising under any law, rule or regulation. Nevertheless, the parties agree to waive all such rights they may have and agree to submit all disputes to binding arbitration in accordance with the terms of this Agreement.

*** THE FOLLOWING IS A WAIVER OF RIGHTS TO A CLASS ACTION ***

14.4 – Waiver of Class Action. All arbitrations under this Agreement must be on an individual basis. This means that neither Us nor You may consolidate Our or Your claims in arbitration by or against any other party, or litigate in court, or arbitrate any dispute, claim or controversy as a representative or member of a class or in a private attorney general capacity. To the extent that a dispute arises as to this Section 14.4, only a court, and not an arbitrator, shall determine the validity and effect of this class action waiver.

14.5 – Authority and Decision. The Arbitrator shall have the authority to award the same damages and other relief that a court could award. The Arbitrator shall issue a reasoned award explaining the decision and any damages awarded. The Arbitrator’s decision will be final and binding upon the parties. The parties will abide by, and fully perform, any award rendered by the Arbitrator. In rendering the award, the Arbitrator shall state the reasons therefore, including (without limitation) any computations of actual damages or offsets, if applicable.

14.6 – Fees and Costs. In the event of arbitration under the terms of this Agreement, the fees charged by JAMS or other arbitration administrator and the Arbitrator shall be borne by the parties as determined by the Arbitrator, except for any initial registration fee, which the parties shall bear equally. Otherwise, the parties shall each bear their own costs, expenses and attorneys’ fees incurred in arbitration, except as otherwise decided by the Arbitrator.

14.7 – Non-Waiver. If any party to this Agreement fails to enforce any provision hereof, or fails to exercise any right at any time, such failure shall not constitute a waiver of that or any other provision or right.

14.8 – Assignment. You may not assign this Agreement without Our prior written consent. We may assign this Agreement without Your consent. This Agreement will inure to the benefit of TailoredEx L.L.C., its successors and assigns.

14.9 – Modification. We expressly reserve the right, at Our sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this

14.10 – Agreement and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Us. We will endeavor to notify You of these changes but will not be liable for any failure to do so.

14.11 – Entire Agreement. This Agreement contains the entire agreement relative to the Services and supersedes all prior or contemporaneous oral or written understandings and agreements concerning the subject matter of this Agreement. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect.

14.12 – Advertising. Neither either party will use the other party’s name or marks or refer to or identify the other party in any advertising or publicity releases, or promotional or marketing correspondence to others, without such party’s written approval, such approval not to be unreasonably withheld.

14.13 – You acknowledge and agree that any breach of any of these representations and warranties shall entitle Us to injunctive relief (monetary damages not being sufficient remedy), as well as available monetary damages and attorneys’ fees and costs, at our sole discretion.

14.14 – NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

14.15 – Mass Filings. If, at any time, 30 or more similar demands for arbitration are asserted against TailoredEx L.L.C. or related parties by the same or coordinated counsel or entities (“Mass Filing”), JAMS Services will randomly assign sequential numbers to each of the Mass Filings. Claims numbered 1-10 will be the “Initial Test Cases” and will proceed to arbitration first. The arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference, unless the claims are resolved in advance or the parties agree to extend the deadline. The parties will then have 90 days (the “Mediation Period”) to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If the parties are unable to resolve the outstanding claims during this time, the parties may choose to opt out of the arbitration process and proceed in court by providing written notice to the other party within 60 days after the Mediation Period. Otherwise, the remaining cases will be arbitrated in their assigned order. Any statute of limitations will be tolled from the time the Initial Test Cases are chosen until your case is chosen as described above.

14.16 – Severability. If any part of this Section 14 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.

 

  1. Changes to the Terms

15.1 Updates: We may update or modify these Terms from time to time. Any changes will be effective upon posting the revised Terms on our website.

 

  1. General Terms

16.1 – Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and TailoredEx L.L.C. or any of TailoredEx L.L.C.’s affiliates. TailoredEx L.L.C. and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

16.2 – Use of Brands. You may not use TailoredEx L.L.C.’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.

16.3 – U.S. Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

By using the Software, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Software. If you have any questions or concerns about these Terms or the Software, please contact us at [automations@tailoredex.com].                                       

  1. Privacy Policy

17.1 – We care about data privacy and security. By using this software, you agree to be bound by our privacy policy, which is incorporated into these legal terms. Please be advised the services are hosted in the United States.                                                                                       

  1. California Users and Residents If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
  2. DISCLAIMER: THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OF REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES, CONTENT, OR THE CONTENT OF ANY CODES, LITERATURE, ADVICE, OR APPLICATIONS LINKED TO THE SERVICES HEREIN, AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE DATABASE AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANMITTED, OR OTHERSWISE MADE AVAILABLE VIA THE SERVICE. WE DO NOT WARANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SEVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE OR ANAY WEBSITE APPLICATION FEATURED IN ANY BANENR OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

TailoredEx L.L.C.

1200 Brickell Ave

Ste. 1950 #1108

Miami, FL. 33131