Subscription Agreement

 

This Subscription Agreement regarding use of the  Securus EHR software (the “EHR Application”) is between Securus Technologies, Inc. (“we” or “Provider”), and authorized end-users (“you” or “Customer”) and is part of and governed by the Master Services Agreement (including any amendments thereto) and the Authorization for Provisioning of Securus Electronic Heath Records (collectively, the “Agreement”) executed by the parties. The terms and conditions of the Agreement are incorporated herein by reference. This Subscription Agreement will be coterminous with the Agreement (“Schedule Effective Date”).

SUBSCRIPTION AGREEMENT

  1. Description.  The Applications (as defined in the Agreement) includes the EHR Application, which is a HIPAA compliant, secure SaaS (Software as a Solution) system specifically designed to support health care (medical, dental, behavioral health) administered in jails, workhouses, and/or juvenile facilities.  Hosted in the Cloud at our Dallas, TX NOC center, the EHR Application with ACA (American Correctional Association) and NCCHC (National Correctional Health Care) standards.
  2. Services.  Provider agrees to provide Customer with access to the EHR Application to allow Customer to use the EHR Application for Customer’s internal business. Customer acknowledges that the use of the EHR Application permitted hereunder is strictly limited to Customer and its Affiliates’ business purposes and that Customer agrees that it shall not provide access to the EHR Application (whether through sharing its user name and password or otherwise) to any third party nor will it use the EHR Application for the benefit of any third party (whether on a service bureau or other outsourced basis). Customer agrees to cooperate with Provider in the performance of the EHR Application and to provide Provider with all necessary files and other information and assistance required for Provider to provide the EHR Application.
  3. Reservation of Rights.  Customer acknowledges that in providing the EHR Application, Provider utilizes (i) the Provider name, the Provider logo, the Provider domain name, the product and service names associated with the EHR Application, and other trademarks and service marks; (ii) certain audio and visual information, documents, software and other works of authorship; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Provider Technology") and that Provider owns or licenses patent rights, trademark rights, copyrights and other intellectual property rights to the Provider Technology (collectively, "Provider IP Rights"). Other than as expressly set forth in this Subscription Agreement, Provider does not grant or otherwise convey any license or other right in or to EHR Application or Provider IP Rights to Customer.  Provider expressly reserves all rights to the EHR Application not expressly granted under this Subscription Agreement.  There are no implied licenses under this Subscription Agreement.  Customer acknowledges and agrees that any breach of the Agreement or this Subscription Agreement by its user or any other employee, agent or contractor of Customer shall be deemed a breach of this Agreement by Customer.
  4. Restrictions: Customer shall not (i) download, reproduce, copy, alter, adapt, modify, improve, enhance, translate, or create derivative works based on the EHR Application or any other technology owned by Provider; (ii) create  "links" to or from the EHR Application, or "frame" or "mirror" any content forming part of the EHR Application, other than the Customer’s own intranet(s) for its own internal business purposes; or (iii) disassemble, reverse engineer, decompile, or otherwise attempt to reveal the code, trade secrets or know-how underlying the EHR Application or any other technology owned by Provider for any reason, or access the EHR Application in order to (A) build a competitive product or service, (B) build a product or service using similar features, functions or graphics of the EHR Application, or (C) copy any features, functions or graphics of the EHR Application.
  5. Hosting.  Customer grants Provider the right to host the EHR Application at Provider’s sole expense, in Provider’s data centers or third party data centers to provide Customer with access to and usage of the EHR Application.
  6. Submitted Records.  As between the parties, Customer will retain ownership of all records and data maintained on the EHR Application (“Records”). Customer grants to Provider a worldwide, perpetual, fully-paid, royalty-free, irrevocable license  to use, sublicense, import, modify, copy, transmit, display, reproduce, distribute, aggregate, compile, decompile, manipulate, supplement, adapt, translate, publish, create derivative works based on, and otherwise exploit all Records for all purposes in connection with the services.  
  7. Suggestions.  Customer hereby grants, and shall execute any appropriate documentation evidencing said grant, to Provider a royalty-free, worldwide, perpetual license to use or incorporate into the EHR Application any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its users relating to the operation of the EHR Application.
  8. Site Requirements.
    1. Customer shall be solely responsible, at its own expense, for acquiring, installing and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary to connect to, access and use the EHR Application except as otherwise provided by Provider.  For example, Customer will be responsible for standard computer workstations and necessary network connections not provided by Provider.  Customer acknowledges and agrees that Provider is not obligated to provide any anti-virus services, and Customer is responsible for ensuring that its environments are virus-free.
    2. Customer shall maintain a high speed internet connection (1.5mbps download AND 512kbps upload) with a static IP address and must be able to provide Provider with IP connection to Customer’s network through Citrix GotoAssist, VPN, Citrix, or Microsoft Terminal Services. Provider shall use the connection to assist with problem diagnosis and resolution. Provider is not responsible for purchase of VPN customer software license or configuration of Customer’s firewall settings. No wireless Internet connections allowed.
    3. Provider shall provide Customer with remote support through the use of secure connection over the Internet connection via Citrix GotoAssist. If Customer will not allow access through GotoAssist, Provider cannot guarantee support standards will be met.
  9. Exclusions. Provider shall not be responsible for any problem caused by improper use of the EHR Application by Customer, or any security breach of Provider or Customer’s systems by a hacker, virus, worm, or other intentional in person or electronic interference provided that Provider has made reasonable commercial efforts to protect its data and systems.
  10. Customer Representations.  Customer acknowledges that it is responsible for all Records incorporated into the EHR Application.  Customer represents and warrants to Provider that that it has the right to use any Records incorporated by Customer, its personnel or the users into the EHR Application and that the use of the Records will not infringe the intellectual property rights of any third party or misappropriate the trade secret rights of any third party.  Customer further represents and warrants to Provider that none of the Records incorporated into the EHR Application will violate any applicable laws or regulations, including, without limitation, state and obscenity, decency or privacy standards, regulations, rules or statutes.
  11. Indemnification.  Customer agrees that it will hold Provider harmless against any claims, damages, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of or relating to:
    1. Customer’s failure to implement any corrections, improvements and new releases relating to the Software, or any part thereof,
    2. Customer's unauthorized alterations to or use of the Software, or
    3. Customer's breach of any of its obligations to maintain the confidentiality of the Software or Customer’s unauthorized copying thereof.
  12. Privacy and Collection of Information.  In the use of the EHR Application, Customer warrants that it will comply with all applicable law, including laws relating to privacy, the collection of personal information and allowing customers to make choices regarding the sharing of information.