This Agreement is comprised of the following Schedules A (Terms and Conditions), B (Service Level Commitments) and C (End-User Account Terms of Use).

Schedule “A” Terms and Conditions

1. Upon acceptance, these terms and conditions together with the fee schedule available at at https://www.taptype.co shall form an agreement (the “Agreement”) between TAPTYPE LIMITED, a company incorporated under the laws of Ireland with registered number 710996 (“Licensor”), and you, the Licensee. Licensee and Licensor, are referred to as the “Parties“, and each, a “Party“. This Agreement governs Licensee‘s access to and use of Licensor’s software portal, a cloud-based healthcare note taking solution (the “Software”).

2. Grant of License and Fees.  Subject to the terms of this Agreement, Licensor grants Licensee a limited, worldwide, non-exclusive, non-transferable license, without sublicense rights, for the Term to access the Software via end-user accounts to create notes. In this Agreement, an “End-User” shall mean an officer, director, affiliated and/or related entity, employee, agent, client, independent contractor or any other person authorized by the Licensee to use the Software. Licensee agrees to pay Licensor the fees as set out at https://www.taptype.co, plus any applicable taxes. Licensing fees are payable on a monthly basis via credit card. 

3. Inclusive Fees. All fees for services are invoiced monthly to Licensee. Fees include all support services and training which Licensor reserves the right to provide virtually or via pre-recorded videos made available to the Licensee. All undisputed invoices shall be due within 30 days of the invoice being sent, via email, to Licensee.

4. Service Level Support: Licensor will make the Software available to Licensee in accordance with the Service Level Commitments set forth in Schedule B (the “SLCs”). In addition, Licensor shall provide Licensee with ongoing support services relating to the Software, as specified in the SLCs (the “Support Services”).

5. Restrictions.  LICENSEE AGREES NOT TO: (I) REVERSE ENGINEER, DECOMPILE OR OTHERWISE ATTEMPT TO DISCOVER THE SOURCE CODE OF OR TRADE SECRETS EMBODIED IN THE SOFTWARE OR ANY PORTIONS THEREOF; (II) DISTRIBUTE, TRANSFER, GRANT SUBLICENSES TO, OR OTHERWISE MAKE THE SOFTWARE AVAILABLE TO THIRD PARTIES (OTHER THAN TO PERMIT LICENSEE’S OWN END-USERS WITH ACCESS TO THE SOFTWARE); OR (III) USE OR TRANSMIT THE SOFTWARE, OR ANY DATA OR INFORMATION OBTAINED VIA THE SOFTWARE, IN VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION. THE LICENSEE SHALL BE RESPONSIBLE FOR ALL ACTS OR OMISSIONS OF AND ALL DAMAGES AND LIABILITIES INCURRED AS A RESULT OF AN END-USER KNOWINGLY OR NEGLIGENTLY COMMITTING ANY OF THE FOREGOING ACTIONS, AS OUTLINED IN THIS SECTION. IT IS AGREED THAT ALL INDIVIDUAL END-USERS OF THE SOFTWARE WILL BE REQUIRED TO AGREE TO LICENSOR’S STANDARD END-USER ACCOUNT TERMS OF USE UPON FIRST LOGIN, AS OUTLINED IN SCHEDULE C. THE LICENSEE ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE (AND THE USE OF ITS END-USERS) OF THE SOFTWARE IS COMPLIANT WITH THE ABOVE RESTRICTIONS. THE LICENSOR RESERVES THE RIGHT, WITHOUT LIABILITY OR PREJUDICE TO ITS OTHER RIGHTS TO THE LICENSEE, TO DISABLE THE LICENSEE’S ACCESS OR THAT OF ANY OF THE END-USERS IF THE LICENSOR BECOMES AWARE OF ANY USE OF THE SOFTWARE IN BREACH OF THIS AGREEMENT.

6. No Personal Information. Licensee shall ensure that no personal information (being any information about an identifiable individual) is uploaded into the Software by Licensee or an End-User. The Software identifies each record using a unique note identifier (“Note Identifier”) that the Software is not capable of linking to a specific individual. 

7. Use Data Ownership and Responsibility. LICENSEE SHALL HAVE ALL RIGHT, TITLE AND INTEREST IN ALL DATA PROVIDED BY THE LICENSEE OR THE END-USERS THROUGH THE SOFTWARE (“USE DATA”) AND SHALL HAVE SOLE RESPONSIBILITY FOR THE LEGALITY, RELIABILITY, INTEGRITY, ACCURACY AND QUALITY OF THE USE DATA. THE LICENSOR DOES NOT ENDORSE OR PROVIDE ANY MEDICAL ADVICE, DIAGNOSIS OR TREATMENT ADVICE TO THE LICENSEE, ITS END-USERS OR THIRD PARTIES. THE LICENSEE IS SOLELY RESPONSIBLE AND ASSUMES ALL RISKS FOR THE USE DATA USED IN CONNECTION WITH THE SOFTWARE OR THE SERVICES, INCLUDING WITHOUT LIMITATION FOR ANY LOSS, DAMAGE, DESTRUCTION, CORRUPTION, LOSS OF ACCESS AND/OR USE, ALTERATION, BREACH OR DISCLOSURE OF USE DATA. THE LICENSEE ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR AND SHALL PRESERVE THE INTEGRITY OF ANY AND ALL USE DATA, INCLUDING MAKING APPROPRIATE BACK-UPS AND ARCHIVING AS REQUIRED BY THE LICENSEE. THE LICENSEE GRANTS THE LICENSOR AN UNLIMITED, PERPETUAL, TRANSFERABLE, WORLDWIDE AND ROYALTY-FREE LICENCE TO USE DATA FOR THE PURPOSES OF PROVIDING THE SOFTWARE AND FOR RESEARCH AND ANALYSIS PURPOSES. 

8. Intellectual Property. THE SOFTWARE AND ALL PATENTS, UTILITY MODELS, RIGHTS TO INVENTIONS, COPYRIGHT AND NEIGHBOURING AND RELATED RIGHTS, TRADEMARKS AND SERVICE MARKS, BUSINESS NAMES AND DOMAIN NAMES, RIGHTS IN GET-UP AND TRADE DRESS, GOODWILL AND THE RIGHT TO SUE FOR PASSING OFF OR UNFAIR COMPETITION, RIGHTS IN DESIGNS, DATABASE RIGHTS, RIGHTS TO USE, AND PROTECT THE CONFIDENTIALITY OF, CONFIDENTIAL INFORMATION (INCLUDING KNOW-HOW AND TRADE SECRETS) AND ALL AND OTHER INTELLECTUAL PROPERTY RIGHTS, IN EACH CASE WHETHER REGISTERED OR UNREGISTERED AND INCLUDING ALL APPLICATIONS AND RIGHTS TO APPLY FOR AND BE GRANTED, RENEWALS OR EXTENSIONS OF, AND RIGHTS TO CLAIM PRIORITY FROM, SUCH RIGHTS AND ALL SIMILAR OR EQUIVALENT RIGHTS OR FORMS OF PROTECTION THAT SUBSIST OR WILL SUBSIST NOW OR IN THE FUTURE IN ANY PART OF THE WORLD; THEREIN (THE “INTELLECTUAL PROPERTY”), SHALL BE AND REMAIN THE SOLE AND LAWFUL PROPERTY OF LICENSOR. NOTHING IN THIS AGREEMENT SHALL CONSTITUTE AN ASSIGNMENT OR TRANSFER OF LICENSOR’S INTELLECTUAL PROPERTY. ASIDE FROM THE LIMITED SCOPE LICENSE GRANTED IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL CONSTITUTE A LICENSE TO USE ANY OF LICENSOR’S INTELLECTUAL PROPERTY.  WITHOUT LIMITING THE FOREGOING, LICENSOR WILL RETAIN ALL OWNERSHIP RIGHTS IN AND TO THE SOFTWARE, INCLUDING ANY CUSTOMIZATIONS OR MODIFICATIONS TO SAME (EVEN IF REQUESTED BY LICENSEE), ALL UPDATES AND UPGRADES AND THE RESULTS OF ALL SUPPORT OR OTHER SERVICES (EVEN IF BASED ON LICENSEE’S FEEDBACK).

9. No Warranties. THE LICENSEE AGREES AND ACKNOWLEDGES THAT THE SOFTWARE AND THE SERVICES ARE PROVIDED TO THE LICENSEE ON AN “AS IS” BASIS AND THE LICENSOR MAKES NO WARRANTIES, REPRESENTATIONS, CONDITIONS, EITHER EXPRESS OR IMPLIED, ABOUT THE SOFTWARE OR THE SERVICES, WHETHER IMPOSED BY STATUTE OR BY OPERATION OF LAW OR OTHERWISE, AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT.

10. Indirect Loss. THE LICENSEE AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS, OR LICENSORS BE LIABLE IN CONTRACT, TORT OR OTHERWISE HOWSOEVER FOR ANY OF THE FOLLOWING LOSSES OR DAMAGE (WHETHER OR NOT SUCH LOSS OR DAMAGE WAS FORESEEN, FORESEEABLE, KNOWN OR OTHERWISE): LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF CONTRACTS, LOSS OF THE USE OF MONEY, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, OR ANY INDIRECT OR CONSEQUENTIAL LOSS HOWSOEVER CAUSED (INCLUDING, FOR THE AVOIDANCE OF DOUBT, WHETHER SUCH LOSS OR DAMAGE IS OF A TYPE SPECIFIED ABOVE) WHETHER ARISING OUT OF, OR IN CONNECTION WITH, OR IN RELATION TO THE SOFTWARE OR THE SERVICES OR OTHERWISE OUT OF OR IN CONNECTION WITH OR IN RELATION TO THIS AGREEMENT OR ANY TRANSACTION OR MATTER CONTEMPLATED BY IT. 

11. Non-Contractual Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, THE LICENSOR DOES NOT ACCEPT, AND EXCLUDES, ALL LIABILITY FOR BREACH OF ANY OBLIGATION OR DUTY TO TAKE REASONABLE CARE OR EXERCISE REASONABLE SKILL OTHER THAN ANY SUCH OBLIGATION OR DUTY ARISING UNDER THIS AGREEMENT.

12. Financial Limit: TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR’S TOTAL LIABILITY IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH OR IN RELATION TO THE SOFTWARE, THE SERVICES OR OTHERWISE OUT OF OR IN CONNECTION WITH OR IN RELATION TO THIS AGREEMENT OR ANY TRANSACTION OR MATTER CONTEMPLATED BY IT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID FOR THE USE OF THE SOFTWARE AND THE SERVICES BY THE LICENSEE IN THE 12 MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO LICENSOR’S LIABILITY. THE LIMITATION OF LIABILITY UNDER THIS SECTION HAS EFFECT IN RELATION BOTH TO ANY LIABILITY EXPRESSLY PROVIDED FOR UNDER THIS AGREEMENT AND TO ANY LIABILITY ARISING BY REASON OF THE INVALIDITY OR UNENFORCEABILITY OF ANY TERM OF THIS AGREEMENT.

13. Indemnification in Favour of Licensor. THE LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE LICENSOR AGAINST CLAIMS, ACTIONS, PROCEEDINGS, LOSSES, DAMAGES, EXPENSES AND COSTS (INCLUDING WITHOUT LIMITATION COURT COSTS AND REASONABLE LEGAL FEES) ARISING OUT OF OR IN CONNECTION WITH THE LICENSEE’S OR THE END-USERS’ USE OF THE SOFTWARE OR THE SERVICES, PROVIDED THAT: (A) THE LICENSEE IS GIVEN PROMPT NOTICE OF ANY SUCH CLAIM; (B) THE LICENSOR PROVIDES REASONABLE CO-OPERATION TO THE LICENSEE IN THE DEFENCE AND SETTLEMENT OF SUCH CLAIM, AT THE LICENSEE’S EXPENSE; AND (C) THE LICENSEE IS GIVEN SOLE AUTHORITY TO DEFEND OR SETTLE THE CLAIM. FOR THE AVOIDANCE OF DOUBT, THE LICENSEE SHALL MAKE NO ADMISSION OF LIABILITY, AGREEMENT, SETTLEMENT OR COMPROMISE WITH ANY THIRD PARTY IN RELATION TO ANY CLAIMS, ACTIONS, PROCEEDINGS, LOSSES, DAMAGES, EXPENSES AND COSTS (INCLUDING WITHOUT LIMITATION COURT COSTS AND REASONABLE LEGAL FEES) ARISING OUT OF OR IN CONNECTION WITH THE LICENSEE’S OR THE END-USERS’ USE OF THE SOFTWARE OR THE SERVICES WITHOUT THE PRIOR WRITEN CONSENT OF THE LICENSOR.

14. Term and Termination. The initial term of this Agreement shall be three (3) months from the date this Agreement is agreed to by Licensee (the “Initial Term”). Subject to Licensor’s then current pricing or a revised pricing proposal, this Agreement shall automatically for subsequent terms of one (1) month, (“Renewal Terms“) and together with the Initial Term, form the “Term“. Licensee shall be notified of any price increases thirty (30) days in advance of renewal. 

15. Termination upon Notice. Notwithstanding the foregoing, following the Initial Term, Licensee may terminate this Agreement, either upon thirty (30) calendar days’ written notice to Licensor through the Software subscriber’s dashboard at https://taptype.co/en/user/subscription (“Termination Notice”). In the event Licensee elects to terminate this Agreement in advance of the end of any Renewal Term, the Parties agree that no refund shall be issued for any fees paid and no further fees for that Renewal Term which are not due and owing as of the date of the Termination Notice, shall be due and owing up to the end of the Renewal Term.

16. Early Termination: Notwithstanding the foregoing, Licensee may terminate this Agreement, within seven (7) calendar days written notice of the Initial Term or a Renewal Term, through the Software subscriber’s dashboard at https://taptype.co/en/user/subscription (“Early Termination Notice”). In the event Licensee elects to terminate this Agreement within seven (7) the Initial Term or any Renewal Term, the Parties agree that a refund shall be issued for any fees paid during the first seven (7) days of the Initial Term or applicable Renewal Term, and no further fees for that Initial Term or Renewal Term, as then applicable, shall be due and owing up to the end of the Initial Term or Renewal Term, as then applicable.

17. Termination for Non-Payment of Fees: If the payment method designated by the Licensee for payment of fees pursuant this Agreement fails, the Licensor shall provide the Licensee with 72 hours to arrange payment by alternate means. If the Licensee fails to make payment within 72 hours, the Licensor may terminate this Agreement on written notice to the Licensee. 

18. Termination due to Material Breach or Insolvency. IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES THAT THE PARTIES MIGHT HAVE UNDER THIS AGREEMENT OR BY OPERATION OF LAW, EITHER PARTY MAY TERMINATE THIS AGREEMENT FORTHWITH ON WRITTEN NOTICE TO THE OTHER PARTY, IF THE OTHER PARTY MATERIALLY BREACHES THIS AGREEMENT, AND SUCH BREACH: (I) IS INCAPABLE OF CURE; OR (II) BEING CAPABLE OF CURE, REMAINS UNCURED THIRTY (30) DAYS AFTER THE NON-BREACHING PARTY PROVIDES THE BREACHING PARTY WITH WRITTEN NOTICE OF SUCH BREACH. EITHER PARTY MAY TERMINATE THIS AGREEMENT, EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO THE OTHER PARTY, IF THE OTHER PARTY: (I) BECOMES INSOLVENT OR IS GENERALLY UNABLE TO PAY, OR FAILS TO PAY, ITS DEBTS AS THEY BECOME DUE; (II) FILES OR HAS FILED AGAINST IT, A PETITION FOR VOLUNTARY OR INVOLUNTARY BANKRUPTCY OR OTHERWISE BECOMES SUBJECT, VOLUNTARILY OR INVOLUNTARILY, TO ANY PROCEEDING UNDER ANY DOMESTIC OR FOREIGN BANKRUPTCY OR INSOLVENCY LAW; (III) MAKES OR SEEKS TO MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS; OR (IV) APPLIES FOR OR HAS APPOINTED A RECEIVER, TRUSTEE, CUSTODIAN, OR SIMILAR AGENT APPOINTED BY ORDER OF ANY COURT OF COMPETENT JURISDICTION TO TAKE CHARGE OF OR SELL ANY MATERIAL PORTION OF ITS PROPERTY OR BUSINESS. IMMEDIATE TERMINATION IF APPLICABLE, AS OUTLINED IN THIS SECTION, SHALL REQUIRE PAYMENT OF PRO RATA FEES BY LICENSEE FOR THE CURRENT TERM OF THE AGREEMENT.

19. Cease of Use, Data Destruction and Encryption. Licensee agrees to immediately cease all use of and access to the Software upon the termination of the Agreement and as outlined in Section 16. Licensee acknowledges that upon termination of the Agreement or completion of the Transition Period, Licensor shall have the right to delete note identifiers.

20. Transition Period. Notwithstanding Sections 17 and18, Licensor shall allow Licensee to continue accessing the Software until the end of his/her current billing cycle following Cancellation by the licensee. Licensor shall terminate the access of the Software when the licensee chooses to “Force Terminate” and/or delete his/her default credit card information. 

21. Notices. Any notice, direction or other communication required or permitted to be given to a Party shall be in writing and shall be sufficiently given if: i) addressed and sent via email to the person identified in the Notice section of the signature block above; and/or ii) to such other email address either Party may otherwise provide for notices or ordinary communications; and/or iii) delivered via registered mail to the address specified above. 

22. Assignment: Aside from a transfer or assignment made pursuant to the sale of Licensor of all or substantially all of the assets of Licensor, the rights and obligations of either Party under this Agreement cannot be transferred, assigned, or sublicensed to a third party by operation of law or otherwise, without the prior written consent of the other Party.  This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. 

23. Governing Law and Jurisdiction:  This Agreement (any non-contractual obligations arising out of or in connection with it) shall be exclusively governed by and construed in accordance with the laws of Ireland. The Irish courts shall have exclusive jurisdiction to hear, determine and settle any dispute arising out of or in connection with this Agreement or any related non-contractual obligations and the parties submit to the exclusive jurisdiction of the Irish courts for that purpose.  

24. Entire Agreement:  This Agreement constitutes the entire agreement between the Parties.  This Agreement may only be amended by a written instrument signed by both parties. 

25. Interpretation: If an ambiguity or question of intent arises with respect to any provision of the Agreement or the terms and any document, exhibit or schedule incorporated by reference, the Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favouring or disfavouring either Party by virtue of authorship. 

26. Severability: The invalidity or unenforceability of any provision or part of any provision of the Agreement, including all documents, exhibits and schedules incorporated by reference, shall not affect the validity or enforceability of any other provision or part of the Agreement, and any such invalid or unenforceable provision or part thereof shall be deemed to be separate, severable and distinct and no provision or part thereof shall be deemed dependent upon any other provision or part of the Agreement. 

27. Force Majeure. Notwithstanding the limited warranty granted in this Agreement, Licensor will be free of liability to Licensee where Licensor is prevented from executing its obligations under this Agreement, in whole or in part, due to a force majeure event, such as an earthquake, typhoon, flood, fire, electrical or power outage, war or any other unforeseen and uncontrollable event where Licensor has taken reasonable measures to mitigate the impact of such an event.

Schedule “B” Service Level Commitments

1. Availability

For the duration of the Agreement, TAPTYPE will use commercially reasonable efforts to ensure that the Software is available for access and use in accordance with the Agreement.  TAPTYPE shall either publish on a quarterly basis or make available to Licensee upon request a report of any Downtime during each calendar quarter (the “Quarterly Report”).  

2. Definitions

All capitalized terms used in these SLCs without definition shall have the meaning ascribed to them in the Agreement.  In addition, the following definitions shall apply to these SLCs:

1. “Downtime” means the total time within a Measured Period during which the Software is inoperable or inaccessible, excluding SLC Exclusions during such Measured Period.

2. “Measured Period” means the total number of minutes in the calendar quarter.

3. “Scheduled Downtime” shall mean any Downtime (i) of which Licensee is notified at least seven (7) days in advance, or (ii) during a standard maintenance window, as published by TAPTYPE from time to time.  In either of the foregoing two situations, TAPTYPE will use commercially reasonable efforts to ensure that the Scheduled Downtime falls between the hours of Friday 8PM and Monday 8AM Eastern Time (ET). 

4. “Uptime” means the total period in minutes during which the Software is available for access and use during a Measured Period.

5. “Uptime Percentage” means Uptime expressed as a percentage, calculated in accordance with the following formula:

Uptime Percentage = X /(Y–Z) × 100     

Where:

3. SLC Exclusions 

The following shall not be considered within the definition or calculation of Downtime: (i) Scheduled Downtime; (ii) Software unavailability attributable to (a) causes beyond TAPTYPE’s reasonable control, including any Force Majeure event or the performance of any third party communications or internet service provider; (b) the Licensee’s failure to perform any obligation under the Agreement that affects the performance of the Software; and/or (c) any actions or omissions of the Licensee, its permitted users or any third party acting on their behalf, or to the Licensee’s or any third party’s equipment, software or other technology; and (iii) Software unavailability caused by the suspension and termination of the Licensee’s right to use the Software in accordance with the Agreement (each an “SLC Exclusion”). 

4. Low Uptime Percentage

   1. If the Uptime Percentage shown on any two consecutive Quarterly Reports falls below 97%, then the Licensee shall be entitled to terminate the Agreement immediately, without TAPTYPE incurring any liability arising from the fact of such termination. The Licensee is liable for payment of fees only up to the date of termination. The Licensee’s right to terminate under this Section 4.1 only exists for a period of one month following delivery of the applicable Quarterly Report.

   2. If the Licensee disputes the accuracy of any Quarterly Report, it must submit notice thereof within two weeks of its receipt of the Quarterly Report, which notice must include the dates, times and duration of each incident of Downtime that the Licensee claims to have experienced. Failure to do so shall render the Quarterly Report definitive. 

   3. TAPTYPE’s obligations hereunder are based on and subject to the Licensee: (i) complying with the terms and conditions of the Agreement, including these SLCS; (ii) complying with TAPTYPE’s instructions, if any, for performing corrective action; and (iii) the Licensee maintaining the connectivity (with acceptable bandwidth) of the workstations and end customers to the main internet, including network connectivity to the Software, and connectivity between the Software and the Licensee’s local applications interacting with the Software, as well as creating and maintaining firewall definitions and opening required ports that permit access to the Software. 

5. Support Incidents

   1. Licensee shall report all issues to support@taptype.co

   2. In accordance with this Agreement, the Licensor will respond to all problems in a timely manner consistent with the urgency of the situation and following the general guidelines will be followed 

* when reported during normal business hours (8am – 6pm), otherwise within the indicated timeframe after 8am the following business day (including weekends for Priority 1 incidents). 

3. Updates relating to Downtime

All incidents of Downtime which are known to TAPTYPE, shall be posted for Licensee to view via a designated link from the within TAPTYPE application.  In the event of a Priority 1 Downtime incident, TAPTYPE shall communicate updates via email or telephone to the Licensee designated representative on an hourly basis until resolution of such Downtime event. All non-Priority 1 incidents of Downtime which affect only Licensee will be communicated via the support case, email or phone call as appropriate.

4. Updates related to Support Cases

All support cases that affect only the Licensee shall be communicated via the support case, email of phone call as appropriate.

6. System Monitoring

TAPTYPE maintains real-time monitoring and 24×7 alerting services for the TAPTYPE software and associated 3rd party infrastructure (Amazon Wen Services), including:

• Servers (azure virtual services)

• backup systems (azure database backups)

• server side and application performance (telemetry services)

Initial response times to alerts will be in accordance with priority level defined in Section 5.2 above.

Schedule “C” END-USER ACCOUNT TERMS OF USE

The TAPTYPE LIMITED (the “Licensor”) portal, a cloud-based healthcare note taking solution (the ‘Software’) provides you (the ‘End-User’) with the ability to view unidentifiable patient information (the ‘Data’) as uploaded into the system. You acknowledge and understand that you shall only access the Data in compliance with the TAPTYPE Limited License and Software Support Agreement. The End-User acknowledges that Login Username and Password are personal and shall not be shared. Licensor has the right to monitor the End-User’s use of the Software to ensure compliance.

Restrictions 

You agree not to: (i) reverse engineer, decompile or otherwise attempt to discover the source code of or trade secrets embodied in the software or any portions thereof; (ii) distribute, transfer, grant sublicenses to, or otherwise make the software available to third parties (other than to permit licensee’s own end-users with access to the software); or (iii) use or transmit the software, or any data or information obtained via the software, in violation of any applicable law, rule or regulation. 

Authorized User Access Credentials

Your unique Login Username and Password must be kept confidential at all times. Passwords should never be shared or exposed to others. You agree not to let anyone else access your account and agree to take all reasonable measures not to jeopardize the security of your account (e.g. use a strong password that cannot be easily guessed and do not write your password down).

Be aware of your surroundings and only log in to the Software when you are sure no one else is able to view your credentials.  Also, keep in mind that information displayed on browsers may be saved or cached on the Internet, and then be visible to others who later use the same computer.  This risk can be minimized by ensuring that your Internet browser does not save your password, and by shutting down your browser once you have logged off this site.  You are fully responsible for keeping your password secure and confidential and you are solely responsible for the use of your account to access the Software.

If you suspect your log in credentials been accessed without your authorization, you must inform the Licensor immediately to have your account disabled.

Data Quality and Availability

All Data displayed and accessible using the Software is provided on an “as is” and “as available” basis. While every effort is made to ensure 24 hours per day/7 days per week availability, at times the Software will not be available, for example, due to scheduled maintenance activity. Every effort will be made to notify users in advance of system unavailability.

If the Licensor believes that your use of the Software may break the law, or that you have not complied with these Access Terms and Conditions, the Licensor may provide you with a warning or suspend your account with or without notice.

Use Data
IN THIS PARAGRAPH, USE DATA SHALL MEAN DATA PROVIDED BY THE END-USERS THROUGH THE SOFTWARE (“USE DATA”). LICENCEE SHALL BEAR THE MEANING AS ASSIGNED IN THE LICENCE AND SOFTWARE SUPPORT AGREEMENT. THE LICENSOR DOES NOT ENDORSE OR PROVIDE ANY MEDICAL ADVICE, DIAGNOSIS OR TREATMENT ADVICE TO THE END-USER OR THIRD PARTIES. THE END-USER IS RESPONSIBLE FOR AND ASSUMES ALL RISKS FOR THE USE DATA USED IN CONNECTION WITH THE SOFTWARE OR THE SERVICES, INCLUDING WITHOUT LIMITATION FOR ANY LOSS, DAMAGE, DESTRUCTION, CORRUPTION, LOSS OF ACCESS AND/OR USE, ALTERATION, BREACH OR DISCLOSURE OF USE DATA. THE LICENSEE ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR AND SHALL PRESERVE THE INTEGRITY OF ANY AND ALL USE DATA, INCLUDING MAKING APPROPRIATE BACK-UPS AND ARCHIVING AS REQUIRED BY THE LICENSEE.