GREYFINCH MASTER SERVICES AGREEMENT TERMS AND CONDITIONS
THIS MASTER SERVICES AGREEMENT (“AGREEMENT”) AND THE TERMS AND CONDITIONS SET FORTH HEREIN GOVERNS CUSTOMER’S ACQUISITION AND USE OF SERVICES AND DELIVERABLES PROVIDED BY GREYFINCH, LLC, AN ARKANSAS LIMITED LIABILITY COMPANY (“GREYFINCH”) WITH A PRINCIPAL OFFICE LOCATED AT 610 PRESIDENT CLINTON AVE., SUITE 101, LITTLE ROCK, AR 72201.
CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
BY ACCEPTING THIS AGREEMENT THROUGH (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER OR PROPOSAL THAT REFERENCES THIS AGREEMENT IN WRITING OR ELECTRONICALLY (THE “ORDER” OR THE “PROPOSAL”), OR (3) USING SERVICES PROVIDED BY GREYFINCH, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT.
IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES AS FURTHER IDENTIFIED IN THE PROPOSAL OR ORDER. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PLATFORM, SOFTWARE OR SERVICES.
This Agreement was last updated on May 29th, 2024. It is effective between Customer and Greyfinch as of the date of Customer’s accepting this Agreement (the “Effective Date”).This Agreement and the terms and conditions set forth herein may be updated from time to time and Customer’s acceptance or use of the Platform, Software or Services after such date shall constitute Customer’s acceptance of such updated Agreement.
Subject to and in consideration of the mutual promises, conditions, and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Under this Agreement, the following terms shall have the definitions provided below.
1.1 “Customer Content” means all data and materials provided by Customer to Greyfinch for use in connection with the Services, including, without limitation, Customer and third party data.
1.2 “Documentation” means the user guides, online help (including Zendesk and User Pilot), training materials, and other documentation provided or made available by Greyfinch to Customer regarding the use or operation of the Platform or the Services.
1.3 “Host” means the computer equipment on which the Software is installed, which is owned and operated by Greyfinch or its subcontractors.
1.4 “Platform” means the web-based system maintained by Greyfinch or its designees or subcontractors through which Customer will access the Services and Software.
1.5 “Order” means a written purchase order or other document issued by Customer requesting Services from Greyfinch.
1.6 “Other Services” means all technical and non-technical services performed or delivered by Greyfinch under this Agreement, including, without limitation, implementation services and other professional services, training, and education services.
1.7 “Proposal” means a written proposal to provide Services, the Platform, Software, and other deliverables to Customer by Greyfinch.
1.8 “Services” means all of the Services available through the Platform as described and defined in the Proposal or Order and any other services that become available through the Platform during the Subscription Term.
1.9 “Software” means the object code version of any software to which Customer is provided access as part of the Services, including any updates, new versions or applications developed to allow Customer to access the Platform.
1.10 “Subscription Term” means that period which Customer will have on-line access and use of the Software. The initial Subscription Term shall be twelve (12) months from the date specified in the Proposal or Order, or if none, from the Effective Date. Following the initial Subscription Term, the Subscription Term shall renew for successive twelve (12) month periods unless either party delivers written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then-current Subscription Term.
1.11 “Users” means employees or agents of Customer that are authorized to access and use the Services and are assigned a user ID issued by Greyfinch. A User ID may only be assigned to one person. Users are not permitted to share login credentials.
2. Access to Services.
2.1 During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the Platform and the Services solely for internal business operations subject to the terms of this Agreement and up to the number of Users documented in the Proposal or Order.
2.2 Customer acknowledges that this Agreement is a services agreement and Greyfinch will not be delivering copies of the Software to Customer as part of the Services.
3. Restrictions. Customer shall not, and shall not permit any affiliate, subsidiary, User or person under its control to: (i) copy or republish the Services or Software, (ii) make the Services available to any person other than authorized Users, (iii) modify or create derivative works based upon the Services, (iv) remove, modify or obscure any copyright, trademark or other proprietary notices contained on the Platform or in the Software used to provide the Services, (v) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Services, except and only to the extent such activity is expressly permitted by applicable law, (vi) access the Platform or use the Documentation in order to build a similar product or competitive product, or (vii) create, distribute, or sell any web-based software or service that would reasonably be expected to compete with the Services or Software offered through the Platform. Subject to the limited licenses granted herein, Greyfinch shall own all right, title, and interest in and to the Software, Services, Documentation, Platform, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title, and interest it may have in the foregoing to Greyfinch.
4. Customer Responsibilities.
4.1 Assistance. Customer shall provide commercially reasonable Customer Content and assistance to Greyfinch to enable Greyfinch to deliver the Services. Upon request from Greyfinch, Customer shall promptly deliver Customer Content to Greyfinch in an electronic file format specified and accessible by Greyfinch. Customer acknowledges that Greyfinch’s ability to deliver the Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.
4.2 Compliance with Laws. Customer shall comply with all applicable local, state, national, and foreign laws in connection with its use of the Services, including those laws related to data privacy, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the transmission of technical or personal data. Customer acknowledges that Greyfinch exercises no control over the content of the information transmitted by Customer through the Platform or the Services. Customer shall not upload, post, reproduce, or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. To ensure compliance with HIPAA, the Security Rule, HITECH and other applicable laws and to govern the rights and responsibilities of the parties with respect thereto, the terms and conditions of the Business Associate Addendum attached hereto as Exhibit A is incorporated herein for all purposes as if set forth herein.
4.3 Unauthorized Use; False Information. Customer shall: (a) notify Greyfinch immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security, (b) report to Greyfinch immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by Customer or any User, and (c) not provide false identity information to gain access to or use the Services.
4.4 Customer Input. Customer is solely responsible for collecting, inputting, and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark, or other intellectual property right of any third party, or (ii) contains anything that is obscene, defamatory, harassing, offensive or malicious. Customer shall: (i) notify Greyfinch immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security, (ii) report to Greyfinch immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by Customer or any User, and (iii) not provide false identity information to gain access to the Platform or to use the Services.
4.5 License from Customer. Subject to the terms and conditions of this Agreement, Customer hereby grants, bargains, and conveys to Greyfinch a limited, non-exclusive, and non-transferable license, to copy, store, configure, perform, display, transmit, and use Customer Content for any lawful purpose limited only by any restrictions that would also apply to Customer.
4.6 Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. Greyfinch or its licensors retain all ownership and intellectual property rights to the Services, Software, and anything developed or delivered under this Agreement. Third party technology that may be appropriate or necessary for use with some aspect of the Platform is specified in the Documentation. Customer’s right to use such third party technology is governed by the terms of the third party technology license agreement specified by Greyfinch and not under this Agreement.
The Code on Dental Procedures and Nomenclature is published in Current Dental Terminology
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4.7 Suggestions. Greyfinch shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the Services.
4.8 Access to Customer Content. Upon written request from Customer, Greyfinch shall deliver Customer’s data compiled from Customer Content at no charge up to two (2) times during any twelve-month period during the Subscription Term.
5. Orders and Payment.
5.1 Orders. All Services used by Customer shall be governed exclusively by this Agreement and any applicable schedule or exhibit. In the event of a conflict between the terms of an exhibit and this Agreement, the terms of the exhibit shall take precedence.
5.2 Invoicing and Payment. Greyfinch shall invoice Customer for all fees provided in or attached to the Proposal or Order. Customer shall pay all invoices within thirty (30) days of the date of the invoice. Except as expressly provided otherwise, fees are non-refundable.
5.3 Late Fees. If Customer fails to pay any outstanding invoice within thirty (30) days of the date of such invoice, Customer will incur a late fee equal to 1.5% of any outstanding balance due and an additional 1.5% late fee per each thirty (30) day period or portion thereof any portion of such balance remains outstanding.
5.4 Expenses. Except as may be more specifically set forth in the Proposal or Order, Customer will reimburse Greyfinch for its and its employees’ reasonable, out-of-pocket travel and related expenses incurred in performing the Services and the Other Services and for any fees Greyfinch incurs from third parties related to delivering the Services.
5.5 Taxes. Greyfinch shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the Services.
6. Term and Termination.
6.1 Term of Agreement. The term of this Agreement shall begin on the Effective Date and shall continue until terminated by expiration of the Subscription Term or by either party as outlined in this Section.
6.2 Termination. Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach. Either party may also terminate this Agreement at any time upon thirty (30) days prior written notice to the other party.
6.3 Suspension for Non-Payment. Greyfinch reserves the right to suspend delivery of the Services if Customer fails to timely pay any amounts due to Greyfinch under this Agreement, but only after Greyfinch notifies Customer of such failure and such failure continues for ten (10) days. Suspension of the Services shall not release Customer of its payment obligations under this Agreement. Customer agrees that Greyfinch shall not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to suspension of the Services resulting from Customer’s nonpayment.
6.4 Suspension for Ongoing Harm. Greyfinch reserves the right to suspend delivery of the Services if Greyfinch reasonably concludes that Customer or any User’s use of the Services is causing immediate and ongoing harm to Greyfinch or others. In the extraordinary case that Greyfinch must suspend delivery of the Services, Greyfinch shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. Greyfinch shall not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to any suspension of the Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit Greyfinch’s rights under any other provision of this Agreement, including the limitation of liability contained in Section 9.
6.5 Effect of Termination. Upon termination of this Agreement or expiration of the Subscription Term, Greyfinch shall immediately cease providing the Services and all usage rights granted under this Agreement shall terminate. If Greyfinch terminates this Agreement due to a breach by Customer, then Customer shall immediately pay to Greyfinch all amounts then due under this Agreement and to become due during the remaining term of this Agreement, but for such termination. If Customer terminates this Agreement due to a breach by Greyfinch, then Greyfinch shall immediately repay to Customer all pre-paid amounts for any Services scheduled to be delivered after the termination date. Upon termination of this Agreement and upon subsequent written request by the disclosing party, the party who has received Confidential Information (defined below) shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.
7. Service Level Agreement. The service level agreement is attached at Exhibit B and is incorporated herein for all purposes (the “Service Level Agreement” or “SLA”). Specifications and timeline changes are subject to Section 4.4 and Customer’s commercially reasonable cooperation with the provision of data and other information necessary to Greyfinch’s provision of the Services The SLA sets forth Customer’s sole remedies for availability or quality of the Services including any failure to meet any guarantee set forth in the SLA.
8. Warranties. Greyfinch represents and warrants that it will provide the Services in a professional manner consistent with general industry standards. For any breach of a warranty, Customer’s exclusive remedy shall be as provided in Section 9. Greyfinch WARRANTS THAT THE SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. Greyfinch DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT Greyfinch WILL CORRECT ALL SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT Greyfinch DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY Greyfinch (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER Greyfinch NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF OR ACCESS TO THE PLATFORM OR SOFTWARE WILL BE UNINTERRUPTED, VIRUS-FREE, OR ERROR-FREE, NOR SHALL Greyfinch OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.
9. Limitations of Liability. NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF Greyfinch) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA, OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction,” “Indemnification,” or “Confidentiality.”
10. Indemnification.
10.1 Indemnification by Greyfinch. If a third party makes a claim against Customer that the Services infringe any patent, copyright, or trademark, or misappropriates any trade secret, or that Greyfinch’s negligence or willful misconduct has caused bodily injury or death, Greyfinch shall defend Customer and its directors, officers, and employees against the claim at Greyfinch’s expense and Greyfinch shall pay all losses, damages, and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Greyfinch, to the extent arising from the claim. Greyfinch shall have no liability for any claim based on (a) the Customer Content, (b) modification of the Services not authorized by Greyfinch, or (c) use of the Services other than in accordance with the Documentation and this Agreement. Upon any claim of infringement, Greyfinch may, at its sole option and expense, procure for Customer the right to continue use of the Services, modify the Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.
10.2 Indemnification by Customer. If a third party makes a claim against Greyfinch that the Customer Content infringes any patent, copyright, or trademark, or misappropriates any trade secret, or contains false, obscene, defamatory, harassing, offensive or malicious content, Customer shall defend Greyfinch and its directors, officers, and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.
10.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information, and authority reasonably requested by the other party in the defense and settlement of the claim.
11. Confidentiality.
11.1 Definition. “Confidential Information” means any information disclosed by a party to the other party, directly, or indirectly, which, (a) if in written, graphic, machine-readable, electronic, or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself, including, without limitation, any assessments, presentation materials, conceptual product details, product designs, product specifications, business models, financials, financial projections, programming, coding, samples, prototypes, sales techniques, prospect lists or billing practices disclosed by either party. Confidential Information will also include information disclosed by third parties where the receiving party knows or should reasonably anticipate such information to be under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this Agreement, Customer Content is deemed Confidential Information of Customer. Software and Documentation are deemed Confidential Information of Greyfinch.
11.2 Confidentiality. During the term of this Agreement and for 5 years thereafter (perpetually in the case of Software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble, or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the disclosing party.
11.3 Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this Agreement and the relationship of the parties but agrees that the specific terms of this Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers, and investors.
12. General Provisions.
12.1 Non-Exclusivity. Customer acknowledges that the Platform, the Services, and the Software are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Greyfinch’s ability to provide the Services or other technology, including any features or functionality first developed for Customer, to other parties.
12.2 Assignment. Neither party may assign this the Proposal or Order or this Agreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all of the business of such party to which this Agreement relates, whether by merger, asset sale, or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party shall not be relieved of any obligation under this Agreement.
12.3 Notices. All notices, requests, demands, and other communications required or permitted hereunder shall be in writing, effective three (3) days after they are sent, and either (i) delivered in person (ii) sent by Express Mail or other overnight delivery service providing receipt of delivery (iii) mailed by Certified or Registered Mail, postage prepaid return receipt requested or (iv) effective as of the date and time of delivery confirmation by sender’s electronic mail system when sent by electronic mail, telecopy, push notification or other electronic transmission as follows:
If to the Customer, addressed or delivered in person to the email address or other contact information provided by Customer in any signed Order or Proposal.
If to Greyfinch, addressed, or delivered in person to:
Jake Gulick
610 President Clinton Ave.
Little Rock, Arkansas, 72201
With a copy to:
General Counsel
610 President Clinton Ave.
Little Rock, Arkansas, 72201
12.4 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
12.5 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach.
12.6 Severability. If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force.
12.7 Entire Agreement. This Agreement (including the Proposal, Order, all schedules and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this Agreement. This Agreement may be amended solely in a writing signed (manually or by electronic means) by both parties.
12.8 Survival. Sections 3, 6, and 8 through 12 of this Agreement shall survive the expiration or termination of this Agreement for any reason.
12.9 Interpretation. Headings, captions, section, or section numbers appearing in this Agreement are for ease of reference and convenience only, and shall in no way be deemed to define, modify, affect, limit, or describe the scope, intent, or content of this Agreement or of provisions to which they relate.
(a) Singular or Plural Words. Whenever used, the singular pronoun will include the plural, the plural will include the singular, and the uses of any gender will include all genders as required or necessary for proper grammatical reading or as the sense or context requires.
(b) Drafting Presumptions. Any ambiguity in this Agreement shall not be construed in accordance with any presumption against the party initially drafting this Agreement. If any provision of this Agreement may be construed in two or more ways, such provision shall have the meaning which renders it valid and enforceable. Greyfinch and Customer have each had the opportunity to consult with legal advisors of their choosing during the negotiation of, and prior to entering, this Agreement.
12.10 Publicity. Greyfinch may include Customer’s name and logo in its customer lists and on its website. Upon signing, Greyfinch may issue a press release announcing the relationship and the manner in which Customer will use the Services.
12.11 No Third Party Beneficiaries. This Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.
12.12 Independent Contractor. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.
12.13 Statistical Information. Greyfinch may anonymously compile statistical information related to the performance of the Services.
12.14 Governing Law. This Agreement shall be governed by the laws of the State of Arkansas, excluding its conflict of law principles.
12.15 Dispute Resolution. If any dispute, controversy, or claim arises out of, or relates to this Agreement, or the breach, termination, or validity thereof, the parties agree first to try in good faith to settle the dispute by mediation in accordance with the rules of the American Arbitration Association. If the dispute is not settled through mediation within forty-five (45) days of the demand for same, the dispute shall be submitted to arbitration with any necessary arbitration proceedings to be conducted in Little Rock, Arkansas; provided that the arbitration shall be by a single arbitrator mutually acceptable to the parties, and if the parties do not agree on an arbitrator within twenty (20) days after the date of notification of a request for such arbitration, the parties shall each submit an arbiter and such arbiters shall select a third, single arbitrator to arbitrate the dispute. The rules of any arbitration shall be established by the arbitrator. The determination of the arbitrator shall be final, binding, and conclusive on the parties, and judgment on the arbitrator’s award, including without limitation equitable relief and specific performance, may be entered in, and enforced by any court having jurisdiction thereof. The fees and expenses of the arbitrator shall be shared equally by the parties unless the arbitrator otherwise issues a different award for fees and expenses.
12.16 Amendments; Revisions. This Agreement may be updated and revised by Greyfinch from time to time. After notice is delivered to Customer in the manner set forth in Section 12.3, Customer’s continued use of the Platform, Software or Services shall constitute acceptance of such updated or revised Agreement.
12.17 Acceptance. THIS AGREEMENT IS EXECUTED AND ACCEPTED THROUGH (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER OR PROPOSAL THAT REFERENCES THIS AGREEMENT IN WRITING OR ELECTRONICALLY, OR (3) USING SERVICES PROVIDED BY GREYFINCH, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT.
EXHIBIT A
Business Associate Addendum
This Business Associate Addendum (the “Agreement”), is made as of Effective Date of the Master Services Agreement Terms and Conditions to which this is attached by and between the Customer (herein, the “Covered Entity”) and Greyfinch (herein, the “Business Associate”) to comply with privacy standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160 and 164 (“the Privacy Rule”) and security standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164, subpart C (“the Security Rule”), and the Health Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 and regulations promulgated there under and any applicable state confidentiality laws. Business Associate and Covered Entity are collectively referred to herein as the “Parties.”
RECITALS
WHEREAS, the Business Associate provides Practice Management Software and data conversion to Covered Entity and its affiliates and, in connection with those services, Business Associate may use or disclose certain individual health information that is subject to protection under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), the Privacy Rule, and the Security Rule; and
WHEREAS, the Parties wish to comply with the requirements of: (i) the implementing regulations at 45 C.F.R Parts 160, 162 and 164 (i.e., the HIPAA Privacy, Security, Electronic Transactions, Breach Notification, and Enforcement Rules (“the implementing Regulations”)), (ii) the requirements of the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 (“the HITECH Act”) that are applicable to business associates, and (iii) the requirements of the final modifications to the HIPAA Privacy, Security, Enforcement and Breach Notification Rules as issued on January 25, 2013, and effective [MONTH] 26, 2013 (75 Fed. Reg. 5566 (Jan. 25, 2013)) (“the Final Regulations”).
NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 HIPAA Rules Definitions. The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Data Aggregation, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident, Subcontractor, and Use.
1.2 Additional Definitions. The following terms used in this Agreement shall have the meanings provided below.
1.2.1 “Breach” shall mean the unauthorized acquisition, access, use, or disclosure of PHI which compromises the security or privacy of such information, except where an unauthorized person to whom such information is disclosed would not reasonably have been able to retain such information.
1.2.2 “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this Agreement, shall mean Greyfinch, LLC.
1.2.3 “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this Agreement, shall mean Customer and its affiliates and subsidiaries.
1.2.4 “Designated Record Set” shall mean a group of records maintained by or for a Covered Entity that is: (i) the medical records and billing records about Individuals maintained by or for a covered health care provider; (ii) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) used, in whole or in part, by or for the covered entity to make decisions about Individuals. For purposes of this definition, the term “record” means any item, collection, or grouping of information that includes PHI and is maintained, collected, used, or disseminated by or for a covered entity.
1.2.5 The Privacy Rule and the Security Rule and amendments codified and promulgated by the HITECH Act are referred to collectively herein as “HIPAA Rules.”
1.2.6 “Protected Health Information” or PHI shall mean individually identifiable health information that is transmitted or maintained in any form or medium.
ARTICLE II
PERMITTED USES
2.1 Permitted Uses and Disclosures by Business Associate. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in this Agreement (the “Services”), provided that such use or disclosure would not violate the HIPAA Rules if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity. Also, Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with the HIPAA Rules.
2.1.1 Use. Business Associate will not, and will ensure that its directors, officers, employees, contractors, and other agents do not, use PHI other than as permitted or required by Business Associate to perform the Services or as required by law, but in no event in any manner that would constitute a violation of the Privacy Standards or Security Standards if used by Covered Entity.
2.1.2 Disclosure. Business Associate will not, and will ensure that its directors, officers, employees, contractors, and other agents do not, disclose PHI other than as permitted pursuant to this Agreement or as required by law, but in no event disclose PHI in any manner that would constitute a violation of the Privacy Standards or Security Standards if disclosed by Covered Entity.
2.1.3 Data Aggregation. In the event that Business Associate works for more than one Covered Entity, Business Associate is permitted to use and disclose PHI for data aggregation purposes, however, only in order to analyze data for permitted health care operations, and only to the extent that such use is permitted under HIPAA Rules.
2.1.4 De-identified Information. Business Associate may use and disclose de-identified health information if the PHI is de-identified in compliance with the HIPAA Rules.
ARTICLE III
OBLIGATIONS OF COVERED ENTITY
3.1 Obligations of Covered Entity. If applicable, Covered Entity shall:
(a) provide Business Associate a copy of its Notice of Privacy Practices (“Notice”) produced by Covered Entity in accordance with 45 C.F.R. 164.520 as well as any changes to such Notice;
(b) provide Business Associate with any changes in, or revocation of, authorizations by Individuals relating to the use and/or disclosure of PHI, if such changes affect Business Associate’s permitted or required uses and/or disclosures;
(c) notify Business Associate of any restriction to the use and/or disclosure of PHI to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI;
(d) not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by the Covered Entity;
(e) notify Business Associate of any amendment to PHI to which Covered Entity has agreed that affects a Designated Record Set maintained by Business Associate;
(f) if Business Associate maintains a Designated Record Set, provide Business Associate with a copy of its policies and procedures related to an Individual’s right to: access PHI; request an amendment to PHI; request confidential communications of PHI; or request an accounting of disclosures of PHI; and,
(g) notify Individuals of any Breach Required by Law.
ARTICLE IV
OBLIGATIONS OF BUSINESS ASSOCIATE
4.1 Obligations of Business Associate. Business Associate agrees to comply with applicable federal and state confidentiality and security laws, specifically the provisions of the HIPAA Rules applicable to business associates. Additionally, when applicable, Business Associate shall:
(a) provide information and training to members of its workforce using or disclosing PHI regarding the confidentiality requirements of the HIPAA Rules and this Agreement;
(b) obtain reasonable assurances from the person or entity to whom the PHI is disclosed that: (a) the PHI will be held confidential and further used and disclosed only as Required by Law or for the purpose for which it was disclosed to the person or entity; and (b) the person or entity will notify Business Associate of any instances of which it is aware in which confidentiality of the PHI has been breached;
(c) notify the designated Privacy Officer of Covered Entity of any instances of which it is aware in which the PHI is used or disclosed for a purpose that is not otherwise provided for in this Agreement or for a purpose not expressly permitted by the HIPAA Rules;
(d) Business Associate shall maintain appropriate safeguards to ensure that PHI is not used or disclosed other than as provided by this Agreement or as required by law. Business Associate shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any paper or electronic PHI it creates, receives, maintains, or transmits on behalf of Covered Entity;
(e) Business Associate shall assure that all PHI is secured when accessed by Business Associate’s employees, agents, or subcontractor. Any access to PHI by Business Associate’s employees, agents or subcontractors shall be limited to legitimate business needs while working with PHI;
(f) Business Associate shall ensure that all uses and disclosures of PHI are subject to the principle of “minimum necessary use and disclosure,” i.e., that only PHI that is the minimum necessary to accomplish the intended purpose of the use, disclosure, or request is used or disclosed; and, the use of limited data sets when possible;
(g) If Business Associate discloses PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity, to agents, including a subcontractor, Business Associate shall require the agent or subcontractor to agree to the same restrictions and conditions as apply to Business Associate under this Agreement. Business Associate agrees that, as required by HIPAA, Business Associate will enter into a written agreement with all subcontractors that: (i) requires them to comply with the Privacy and Security Rule provisions of this Agreement in the same manner as required of Business Associate, and (ii) notifies such subcontractors that they will incur liability under the HIPAA Requirements for non-compliance with such provisions. Accordingly, Business Associate shall ensure that all subcontractors agree in writing to the same privacy and security restrictions, conditions and requirements that apply to Business Associate with respect to PHI. Business Associate shall ensure that any agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity, and availability of the paper or electronic PHI that it creates, receives, maintains, or transmits on behalf of the Covered Entity;
(h) Except as otherwise specified herein, Business Associate shall make available its internal practices, books, and records relating to the use and disclosure of PHI, received from, or created or received on behalf of by Business Associate, Covered Entity to the Secretary or his or her agents for the purpose of determining Covered Entity’s compliance with the HIPAA Rules, or any other health oversight agency, or to Covered Entity;
(i) Business Associate shall abide by the limitations of Covered Entity’s Notice of which it has knowledge. Any use or disclosure permitted by this Agreement may be amended by changes to Covered Entity’s Notice; provided, however, that the amended Notice shall not affect permitted uses and disclosures on which Business Associate relied prior to receiving notice of such amended Notice;
(j) Business Associate expressly recognizes that Covered Entity has certain reporting and disclosure obligations to the Secretary and the Individual in case of a security breach of unsecured PHI. Where Business Associate accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds, uses, or discloses unsecured paper or electronic PHI, Business Associate, immediately following the discovery of a breach of such information, shall notify Covered Entity of such breach. Initial notification of the breach does not need to be in compliance with Sub Title D Title IV Section 13402 of the HITECH Act; however, Business Associate must provide Covered Entity with all information necessary for Covered Entity to comply with Sub Title D Title IV Section 13402 of the HITECH Act without reasonable delay, and in no case later than thirty (30) days following the discovery of the Breach.
(k) Business Associate agrees to only use or disclose PHI received by the Business Associate in its capacity as a Business Associate to the Covered Entity for Business Associate’s own operations if:
(i) the use relates to the proper management and administration of the Business Associate or to carry out legal responsibilities of the Business Associate, or data aggregation services relating to the health care operations of the Covered Entity; or
(ii) the disclosure of information received in such capacity will be made in connection with a function, responsibility, or services to be performed by the Business Associate, and such disclosure is required by law or the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidential and the person agrees to notify the Business Associate of any breaches of confidentiality.
ARTICLE V
INDIVIDUAL RIGHTS
5.1 Individual Rights Regarding Designated Record Sets. If Business Associate maintains a Designated Record Set on behalf of Covered Entity, Business Associate agrees as follows:
5.1.1 Individual Right to Copy or Inspection. Business Associate agrees that if it maintains a Designated Record Set for Covered Entity that is not maintained by Covered Entity, it will permit an Individual to inspect or copy PHI about the Individual in that set as directed by Covered Entity to meet the requirements of 45 C.F.R. § 164.524. If the PHI is in electronic format, the Individual shall have a right to obtain a copy of such information in electronic format and, if the Individual chooses, to direct that an electronic copy be transmitted directly to an entity or person designated by the individual in accordance with HITECH section 13405(e). Under the Privacy Rule, Covered Entity is required to take action on such requests as soon as possible, but not later than thirty (30) days following receipt of the request. Business Associate agrees to make reasonable efforts to assist Covered Entity in meeting this deadline. The information shall be provided in the form or format requested if it is readily producible in such form or format; or in summary if the Individual has agreed in advance to accept the information in summary form. A reasonable, cost-based fee for copying health information may be charged. If Covered Entity maintains the requested records, Covered Entity, rather than Business Associate shall permit access according to its policies and procedures implementing the Privacy Rule.
5.1.2 Individual Right to Amendment. Business Associate agrees, if it maintains PHI in a Designated Record Set, to make amendments to PHI at the request and direction of Covered Entity pursuant to 45 C.F.R. 164.526. If Business Associate maintains a record in a Designated Record Set that is not also maintained by Covered Entity, Business Associate agrees that it will accommodate an Individual’s request to amend PHI only in conjunction with a determination by Covered Entity that the amendment is appropriate according to 45 C.F.R. § 164.526.
5.1.3 Accounting of Disclosures. Business Associate agrees to maintain documentation of the information required to provide an accounting of disclosures of PHI, whether PHI is paper or electronic format, in accordance with 45 C.F.R. § 164.528 and HITECH Sub Title D Title VI Section 13405(c), and to make this information available to Covered Entity upon Covered Entity’s request, in order to allow Covered Entity to respond to an Individual’s request for accounting of disclosures. Under the Privacy Rule, Covered Entity is required to take action on such requests as soon as possible but not later than sixty (60) days following receipt of the request. Business Associate agrees to use its best efforts to assist Covered Entity in meeting this deadline but not later than forty-five (45) days following receipt of the request. Such accounting must be provided without cost to the Individual or Covered Entity if it is the first accounting requested by an Individual within any 12 month period; however, a reasonable, cost-based fee may be charged for subsequent accountings if Business Associate informs the individual in advance of the fee and is afforded an opportunity to withdraw or modify the request. Such accounting is limited to disclosures that were made in the six (6) years prior to the request (not including disclosures prior to the compliance date of the Privacy Rule) and shall be provided for as long as Business Associate maintains the PHI.
ARTICLE VI
TERM AND TERMINATION
6.1 Term. This Agreement shall be effective as of the Effective Date and shall be terminated when all PHI provided to Business Associate by Covered Entity or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity.
6.2 Termination for Cause. Upon Covered Entity’s discovery of a material breach by Business Associate, Covered Entity shall either:
(a) Provide an opportunity for Business Associate to cure the breach or end the violation, and terminate this Agreement if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity; or
(b) Immediately terminate this Agreement if Business Associate has breached a material term of this Agreement and cure is not possible.
6.3 Effect of Termination. Upon termination of this Agreement for any reason, Business Associate agrees to return or destroy all PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity, maintained by Business Associate in any form. If Business Associate determines that the return or destruction of PHI is not feasible, Business Associate shall inform Covered Entity in writing of the reason thereof, and shall agree to extend the protections of this Agreement to such PHI and limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the PHI not feasible for so long as Business Associate retains the PHI.
ARTICLE VII
INDEMNIFICATION AND INSURANCE
7.1 Indemnification. Business Associate shall indemnify, defend, and hold Covered Entity, its employees, directors, trustees, officers, representatives and agents (collectively, the “Indemnitees”) harmless from and against all claims, causes of action, liabilities, judgments, fines, assessments, penalties, damages, awards or other expenses, of any kind or nature whatsoever, including, without limitation, attorney’s fees, expert witness fees, and costs of investigation, litigation or dispute resolution, incurred by the Indemnitees and relating to or arising out of any breach or alleged breach of the terms of this Agreement by Business Associate.
7.2 Insurance. If Covered Entity requires, Business Associate shall obtain and maintain insurance coverage against improper uses and disclosures of PHI by Business Associate, naming Covered Entity as an additional insured. Promptly following a request by Covered Entity for the maintenance of such insurance coverage, Business Associate shall provide a certificate evidencing such insurance coverage.
ARTICLE VIII
MISCELLANEOUS
8.1 Additional Terms. The following terms shall also apply to this Agreement:
8.1.1 [Reserved.]
8.1.2 Mitigation. If Business Associate violates this Agreement or either of the HIPAA Rules, Business Associate agrees to mitigate any damage caused by such breach.
8.1.3 Survival. The rights and obligations of Business Associate under Section 6.3 of this Agreement shall survive the termination of this Agreement.
8.1.4 Notices. Any notices pertaining to this Agreement shall be given in writing and shall be deemed duly given when personally delivered to a Party or a Party’s authorized representative as listed below or sent by means of a reputable overnight carrier, or sent by means of certified mail, return receipt requested, postage prepaid. A notice sent by certified mail shall be deemed given on the date of receipt or refusal of receipt. All notices shall be addressed to the appropriate Party as follows:
If to Covered Entity:
Greyfinch, LLC
ATTN: Jake Gulick
610 President Clinton Ave
Little Rock, AR 72201
If to Business Associate: addressed or delivered in person to the email address or other contact information provided by Customer in any signed Order or Proposal.
8.1.5 Amendment. This Agreement may not be changed or modified in any manner except by an instrument in writing signed by a duly authorized officer of each of the Parties hereto. The Parties, however, agree to amend this Agreement from time to time as necessary, in order to allow Covered Entity to comply with the requirements of the HIPAA Rules.
8.1.6 Choice of Law. This Agreement and the rights and the obligations of the Parties hereunder shall be governed by and construed under the laws of the State of Arkansas without regard to applicable conflict of laws principles.
8.1.7 Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. However, neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Assignments made in violation of this provision are null and void.
8.1.8 Nature of Agreement. Nothing in this Agreement shall be construed to create (i) a partnership, joint venture, or other joint business relationship between the Parties or any of their affiliates, (ii) any fiduciary duty owed by one Party to another Party or any of its affiliates, or (iii) a relationship of employer and employee between the Parties.
8.1.9 No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege, or remedy hereunder shall not constitute a waiver thereof. No provision of this Agreement may be waived by either Party except by a writing signed by an authorized representative of the Party making the waiver.
8.1.10 Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid, or unenforceable, the remainder of this Agreement shall continue in full force and effect as though such illegal, invalid, or unenforceable provision had not been contained herein.
8.1.11 No Third Party Beneficiaries. Nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not party to this Agreement nor imposing any obligations on either Party hereto to persons not a party to this Agreement.
8.1.12 Headings. The descriptive headings of the articles, sections, subsections, exhibits and schedules of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.
8.1.13 Entire Agreement. This Agreement, together with all exhibits, riders and amendments, if applicable, which are fully completed and signed by authorized persons on behalf of both Parties from time-to-time while this Agreement is in effect, constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all previous written or oral understandings, agreements, negotiations, commitments, and any other writing and communication by or between the Parties with respect to the subject matter hereof. In the event of any inconsistencies between any provisions of this Agreement in any provisions of the exhibits, riders, or amendments, the provisions of this Agreement shall control.
8.1.14 Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Rules and any applicable state confidentiality laws. The provisions of this Agreement shall prevail over the provisions of any other agreement that exists between the Parties that may conflict with, or appear inconsistent with, any provision of this Agreement or the HIPAA Rules.
8.1.15 Regulatory References. A citation in this Agreement to the Code of Federal Regulations shall mean the cited section as that section may be amended from time-to-time.
8.1.16 Execution. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which shall constitute but one agreement.
EXHIBIT B
SERVICE LEVEL AGREEMENT
This Exhibit B constitutes the Service Level Agreement referenced in Section 7 of the Agreement and is incorporated into the Agreement for all purposes as if set forth therein in word for word. The Platform will achieve System Availability (as defined below) of at least 99% during each calendar year of the Subscription Term. “System Availability” means the number of minutes in a year that the key components of the Services are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure in this Agreement, (c) malicious attacks on the system, (d) issues associated with the Customer’s computing devices, local area networks or internet service provider connections, or (e) inability to deliver services because of acts or omissions of Customer or any User. Greyfinch reserves the right to take the Platform offline for scheduled maintenance for which Customer has been provided reasonable notice and Greyfinch reserves the right to change its maintenance window upon prior notice to Customer. If Greyfinch fails to meet System Availability in the year, upon written request by Customer within thirty (30) days after the end of the year, Greyfinch will issue a credit in Customer’s next invoice in an amount equal to 1% of the yearly fee for each 1% loss of System Availability below stated SLA, up to a maximum of the Customer’s fee for the year. If the yearly fee has been paid in advance, then at Customer’s election, Greyfinch shall provide a credit to Customer to be used for additional Users or Subscription Term extension. The remedy stated in this paragraph is Customer’s sole and exclusive remedy for interruption of Services and Greyfinch’s failure to meet System Availability.
EXHIBIT C
SERVICE & PRICE SCHEDULE
C.1 Services. Depending on the service level chosen by the Customer, the Services may include one or more services available to Customer through the Platform.
C.2. Other Services. If Customer desires Greyfinch to perform a new and separate database conversion after the Agreement Effective Date, Customer must provide Greyfinch with a minimum of eight (8) weeks notice to complete the conversion. The cost of the database conversion may vary depending on the scope of work required.
C.3 Pricing Schedule. Available in Customer proposal.