Infinite Leap / Prompt.Health
Online Subscription Agreement
(for Product Orders via Resellers)
This Infinite Leap Online Subscription Agreement is between the entity you represent (“Customer”, “you” or “your”), and Infinite Leap, Inc., dba “Prompt.Health” (“Infinite Leap”, “we”, “us”, or “our”). It consists of the terms and conditions below, as well as the Product Order, and the Online Service Terms (together, the “Agreement”). It is effective on the date the Product Order is agreed to in writing between the Reseller and you, as applicable. Key terms are defined in Section 9.
Use of Online Services.
- Right to Use. We grant you the right to access and use the Online Services and to use the Software included with your Subscription, as further described in this Agreement. We reserve all other rights.
- Acceptable Use. You may use the Product only in accordance with this Agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Online Services. You may not rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties, or use it on their behalf, except as expressly permitted in this Agreement. You also agree to our Acceptable Use Policy.
- End Users. You control access by End Users, and you are responsible for their use of the Product in accordance with this Agreement. For example, you will ensure End Users comply with the Acceptable Use Policy and any limitation regarding Products or Non-Infinite Leap Products. You are solely responsible for all administrative and security aspects related to the Product. Infinite Leap is not responsible for any user access or credentials. If you provide us user credentials for further processing, you are solely responsible for the accuracy and confidentiality of those credentials.
- Customer Data. You own all Customer data and you are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Online Services to you without violating the rights of any third party or otherwise obligating Infinite Leap to you or to any third party. Infinite Leap does not have and will not assume any obligations with respect to Customer Data or to your use of the Product other than as expressly set forth in this Agreement or as required by applicable law. You will provide Infinite Leap all necessary access to the Customer Data to provide the Online Services. You hereby allow Infinite Leap to use the Customer Data for legal business purposes provided they are de-personalized and anonymized and make no direct reference to you or your users or customers.
- Responsibility for Your Accounts. You are solely responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify us about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.
- Preview Releases. We may provide Previews to you at our sole discretion. Previews are provided “as-is,” “with all faults,” and “as-available,” and are excluded from all limited warranties provided in this Agreement. Previews may not be covered by customer support. We may change or discontinue Previews at any time without notice. We also may choose not to release a Preview into general availability.
- Administrator Assumption of Control. If you use an email address provided by an organization with which you are affiliated (e.g. an employer) to order an Online Service individually, you represent that you have authority to use that organization’s domain to sign up for a Subscription in your capacity as a member of that organization. The organization, as the owner of the domain associated with your email address, may assume control over and manage your use of the Online Services. In such a case, your organization’s designated administrator (your “admin”) may (i) control and administer your account, including modifying and terminating your access and (ii) access and process your data, including the contents of your communications and files. Infinite Leap may inform you that your organization has assumed control of the Online Services covered by your Subscription, but Infinite Leap is under no obligation to provide such notice. If your organization is administering your use of the Online Services or managing the tenant associated with your Subscription, direct your data subject requests and privacy inquiries to your administrator. If your organization is not administering your use of the Online Service or managing such tenant, direct your data subject requests and privacy inquiries to Infinite Leap.
- Non-Infinite Leap Product. The Product may include the access to and use of Non-Infinite Leap Products, interfaces and services offered by third parties, known or unknown to Infinite Leap, including messaging and hosting, and single sign on services. This access and use is provided by Infinite Leap “as is” with no warranty and liability of any kind. You agree to comply with all requirements imposed by the third parties or in a Product Order related to your access and use.
- Legal Documents. Unless you inform us otherwise in writing, this Agreement may be made available in the Product or by contacting Infinite Leap Customer Support to request a copy.
Term, Termination, and Suspension.
- Agreement Term and Termination. This Agreement will remain in effect until the expiration or termination of your last Subscription, whichever is earliest.
- Suspension. We may suspend your use of the Online Services if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Section 6 within a reasonable time; or (3) you do not abide by the Online Service Terms or you violate other terms of this Agreement. If one or more of these conditions occurs, then a suspension will apply to the minimum necessary part of the Online Services and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. If you do not fully address the reasons for the suspension within thirty (30) days after we suspend, we may terminate your Subscription and delete your Customer Data without any retention period. We may also terminate your Subscription if your use of the Online Services is suspended more than twice in any 12-month period.
- Support exclusively means assistance that Infinite Leap provides to your Tier Two administrative person related to the operation and functioning of the Products, including the resolution of errors. Support specifically does not include end-user training or requests for enhancements or changes.
- Unless otherwise agreed in a Product Order, Infinite Leap will provide support as follows
- Tier Two support to your designated administrative person(s).
- 24-Business Hour response time to initial support requests.
- Support requests may be opened as follow:
- Directly inside the Online Service, or, if not available,
- At https://www.infiniteleap.net/support/ or https://www.prompt.health/support/ using your organizational email associated with this Online Service.
- By telephone at the number on our website, if you have purchased a support package that includes telephone support.
- Limited Warranty.
- Software. We warrant that the Software will perform substantially as described in the applicable published documentation during the Term. If the Software fails to meet this warranty we will, at our option and as your exclusive remedy, either (1) return the fees paid for the Software prorated for the time the Software did not substantially perform as warranted or (2) repair or replace the Software.
- Limited Warranty Exclusions. This limited warranty is subject to the following limitations:
- any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;
- this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this Agreement or our published documentation or guidance, or resulting from events beyond our reasonable control, including those from any third-party products and services;
- this limited warranty does not apply to problems caused by a failure to meet minimum system requirements; and
- this limited warranty does not apply to Previews.
- No Warranty. Infinite Leap makes no warranty and has no liability of any kind related to Non-Infinite Leap Products or to services not provided by Infinite Leap.
- DISCLAIMER. OTHER THAN THE LIMITED WARRANTY ABOVE, WE PROVIDE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE PRODUCT WILL MEET YOUR BUSINESS NEEDS AND REQUIREMENTS. THESE DISCLAIMERS WILL APPLY EXCEPT TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT THEM.
Defense of Claims.
- We will defend you against any claims made by an unaffiliated third party that a Product infringes that third party’s patent, copyright or trademark or makes unlawful use of its trade secret.
- You will defend us against any claims made by an unaffiliated third party that (1) any Customer Data, Customer Solution, or Non-Infinite Leap Products, or services you provide, directly or indirectly, in using a Product infringes the third party’s patent, copyright, or trademark or makes unlawful use of its trade secret; or (2) arises from violation of the Online Service Terms; or (3) is related to your access to or use of Non-Infinite Leap or other third party products and services.
- Limitations. Our obligations in Section 6.a. will not apply to a claim or award based on: (i) any Customer Solution, Customer Data, Non-Infinite Leap Products, modifications you make to the Product, or services or materials you provide or make available as part of using the Product; (ii) your combination of the Product with, or damages based upon the value of, Customer Data or a Non-Infinite Leap Product, data, or business process; (iii) your use of a Infinite Leap trademark without our express written consent, or your use of the Product after we notify you to stop due to a third-party claim; (iv) your redistribution of the Product to, or use for the benefit of, any unaffiliated third party; or (v) Products provided free of charge.
- Remedies. If we reasonably believe that a claim under Section 6.a.(i). may bar your use of the Product, we will seek, at our sole discretion, to: either (i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the Product. If these options are not commercially reasonable, we may terminate your rights to use the Product and then refund any advance payments for unused Subscription rights.
- Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must (i) give the other sole control over the defense and settlement of the claim; and (ii) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment or settlement. The parties’ respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 5 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.
Limitation of Liability.
- Limitation. The aggregate liability of each party for all claims under this Agreement is limited to direct damages up to the aggregate amount of monthly subscription fees paid in the Product Order for the Online Service from which the cause of action arose during the 12 months before the cause of action arose; provided, that in no event will a party’s aggregate liability for any Online Service exceed the amount paid for that Online Service during the Subscription. For Products provided free of charge, Infinite Leap’s liability is limited to direct damages up to US$100.
- EXCLUSION. NEITHER PARTY WILL BE LIABLE FOR LOSS OF REVENUE OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE OR REASONABLY FORESEEABLE. INFINITE LEAP WILL NOT BE LIABLE FOR ANY NON-INFINITE LEAP PRODUCTS OR SERVICES NOT PROVIDED BY INFINITE LEAP.
- Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties’ obligations under Section 6; or (2) violation of the other’s intellectual property rights.
- Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Infinite Leap must be sent to the following address:
1022 5th Street N
Fargo, ND 58102
Notices to you will be sent to the address that you identify on your account as your contact for notices. Infinite Leap may send notices and other information to you by email or other electronic form.
- During the Term, Customer shall use its commercially reasonable efforts to cooperate with Infinite Leap in developing and sharing testimonials, case studies, marketing materials, return-on-investment calculations, and measurement criteria for the purpose of substantiating the value, benefits, and cost savings derived from the Product. In addition, Customer hereby grants Infinite Leap a limited, worldwide, non-exclusive, royalty-free license during the Term to use its logo in marketing materials, including, but not limited to, the Infinite Leap and Prompt.Health websites. Customer may rescind this license at any time by having the authorized account administrator send an email requesting such action to email@example.com.
- License Transfers and Assignment. You may not assign this Agreement either in whole or in part or transfer licenses without Infinite Leap’s consent in writing.
- Severability. If any part of this Agreement is held unenforceable, the rest remains in full force and effect.
- Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
- No Agency. This Agreement does not create an agency, partnership, or joint venture.
- No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
- Applicable Law and Venue. This Agreement is governed by the laws of the State of North Dakota, without regard to its conflict of laws principles, except that (i) if you are a U.S. Government entity, this Agreement is governed by the laws of the United States, and (ii) if you are a state or local government entity in the United States, this Agreement is governed by the laws of that state. Any action to enforce this Agreement must be brought in the State of North Dakota. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to a violation of intellectual property rights.
- Entire Agreement. This Agreement, the Online Service Terms and any Product Order issues hereunder constitute the entire agreement concerning its subject matter and supersedes any prior or concurrent communications or agreements between the parties related to the subject matter. In the case of a conflict between any documents in this Agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this Infinite Leap Online Subscription Agreement; (2) the Online Service Terms; and (3) all applicable Product Order and Offer Details in descending order beginning with the most recent.
- Survival. Any right or obligation of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
- U.S. Export Jurisdiction. The Products are subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.
- Force Majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)).
- Contracting Authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this Agreement on that entity’s behalf. If you specify an entity, or you use an email address provided by an entity with which you are affiliated (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this Agreement.
- Government Customers. Government customers should consult with Infinite Leap prior to acceptance. By accepting this Agreement, you represent that you have complied and will continue to comply with all applicable laws and governmental procurement requirements.
- Any reference in this Agreement to “day” will be a calendar day.
- “Acceptable Use Policy” means the Infinite Leap acceptable use policy located at https://www.infiniteleap.net/online-service-terms/acceptable-use-policy/.
- “Business Day” means Monday through Friday, 8 – 5:00 U.S. Central Time, except for all legal holidays.
- “Business Hour” means an hour during a Business Day.
- “Customer Data” means all data, including all text, sound, video, or image files, and software, that are provided to Infinite Leap by, or on behalf of, you through use of the Online Service. Customer Data does not include Support Data.
- “Customer Solution” means a product or service developed or offered by you.
- “Data Collection Policy” means the Infinite Leap data collection policy located at https://www.infiniteleap.net/online-service-terms/data-collection-policy/.
- “End User” means any person you permit to access Customer Data hosted in the Online Services or otherwise use the Online Services, or any user of a Customer Solution.
- “Non-Infinite Leap Product” means any product or service not provided by Infinite Leap and may be further defined or referenced in a Product Order.
- “Offer Details” means the pricing and related terms applicable to a Subscription offer as agreed in a Product Order.
- “Online Services” means any of the Infinite Leap hosted services to which you subscribe under this Agreement.
- “Overages” means any consumption style Product, Software or Service where maximum allowances have been exceeded, as defined in the Offer Details.
- “Previews” means preview, beta, or other pre-release version or feature of the Online Services or Software offered by Infinite Leap to obtain customer feedback.
- “Product” means any Online Service (including any Software).
- “Product Order” means a document executed by you and the Reseller setting forth the Offer Details.
- “Reseller” means the authorized business partner of Infinite Leap that executes a Product Order with you that includes Infinite Leap Products.
- “Software” means Infinite Leap software we provide for installation as part of your Subscription or to use with the Online Service to enable certain functionality.
- “Subscription” means an enrollment for Online Services for a defined Term as specified in a Product Order.
- “Support Data” means all data, including all text, sound, video, image files, or software, that are provided to Infinite Leap by or on behalf of you (or that you authorize Infinite Leap to obtain from an Online Service) through an engagement with Infinite Leap to obtain technical support for Online Services covered under this agreement.
- “Term” means the duration of a Subscription (e.g., monthly or 12 months).
- “Tier Two” means your administrative person(s) responsible for the support of the Online Service and does not include any End User.