SiteLabs Terms of Service

These Terms of Service (“Agreement”) is a binding contract between you (“Customer,” “you,” or “your”) and SiteLabs, Inc, a Delaware corporation (“SiteLabs,” “we,” or “us”). This Agreement governs your access to and use of the Services.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. 

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE “I DECLINE” BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. DEFINITIONS

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. 

“Aggregated Data” means data and information related to Customer’s use of the Services that is used by SiteLabs in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

“Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

“Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services.

“Documentation” means SiteLabs’s user manuals, handbooks, and guides relating to the Services provided by SiteLabs to Customer either electronically or in hard copy form.

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

“SiteLabs IP” means the Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, SiteLabs IP does not include Customer Data.

“Services” means the services provided by SiteLabs under this Agreement that are detailed on SiteLabs’s website available at www.sitelabsglobal.com.

“Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.

2. ACCESS AND USE

Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, SiteLabs hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. SiteLabs shall provide you the necessary passwords and access credentials to allow you to access the Services. 

Documentation License. Subject to the terms and conditions contained in this Agreement, SiteLabs hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.

Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable law, regulation, or rule.

Reservation of Rights. SiteLabs reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the SiteLabs IP.

Suspension. Notwithstanding anything to the contrary in this Agreement, SiteLabs may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Services if: (i) SiteLabs reasonably determines that (A) there is a threat or attack on any of the SiteLabs IP; (B) Customer’s or any other Authorized User’s use of the SiteLabs IP disrupts or poses a security risk to the SiteLabs IP or to any other customer or vendor of SiteLabs; (C) Customer or any other Authorized User is using the SiteLabs IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) SiteLabs’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of SiteLabs has suspended or terminated SiteLabs’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Article 4 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). SiteLabs shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. SiteLabs shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. SiteLabs will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

Privacy Policy. SiteLabs complies with its privacy policy attached hereto as Exhibit A (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

3. Customer Responsibilities

Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. 

Customer Data. You hereby grant to SiteLabs a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for SiteLabs to provide the Services to you. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.

Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other Person. You will promptly notify us about any unauthorized access to your passwords or access credentials.

Third-Party Products. The Services may permit access to Third-Party Products which may include medical testing, testing supplies and scheduling platform services. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. SiteLabs makes no representation or warranty regarding any Third-Party Products that may be accessed by you through the Services. If you do not agree to abide by the applicable terms and conditions for any such Third-Party Products, then you should not install, access, order or use such Third-Party Products.

4. Fees and Payment

Customer shall pay SiteLabs the fees as described on www.sitelabsglobal.com or as described in a separate written fee agreement with Customer (“Fees”) for Services and/or any applicable Third-Party Products within 15 days from the invoice date without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting SiteLabs’s other rights and remedies: (i) SiteLabs may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse SiteLabs for all costs incurred by SiteLabs in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for five (5) days or more, SiteLabs may suspend, in accordance with Section 2.5, Customer’s and all other Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on SiteLabs’s income.

5. Data Ownership and Use

Customer Data. As between you and SiteLabs, you own all right, title, and interest in Customer Data. You hereby grant to SiteLabs a nonexclusive, worldwide, assignable, sublicensable, fully paid-up, and royalty-free license and right to copy, distribute, display, and perform, publish, prepare derivative works of, and otherwise use Customer Data for the purposes of providing, improving, and developing SiteLabs’s or its Affiliates’ products and services and/or complementary products and services of our partners. You represent and warrant to SiteLabs that you have all rights necessary to grant the licenses in this Article 5, and that your provision and use of Customer Data through and in connection with the Services does not violate any applicable laws or rights of any third party.

SiteLabs Data. Notwithstanding Section 5.1, all right, title, and interest in any data or information collected by SiteLabs independently and without access to, reference to or use of any of Customer Data, including, without limitation, any data or information SiteLabs obtains about Authorized Users through SiteLabs (whether the same as Customer Data or otherwise), will be solely owned by SiteLabs (collectively, “SiteLabs Data”).

Aggregated Data. You agree SiteLabs owns all Aggregated Data. You also agree that nothing in this Agreement will prohibit SiteLabs or its Affiliates from utilizing Aggregated Data for any purpose, provided such Aggregated Data does not reveal any personally identifying information about you or any Authorized Users or is reasonably linkable to any Authorized User or household.

Personal Information. Our Privacy Policy governs how we collect and use personal information that is submitted through the Services. By accessing or using the Services, you agree to that you have read and accept our Privacy Policy. Without limitation, you acknowledge and agree that SiteLabs may process Customer Data for the purpose of providing the Services and related functions, such as billing and customer or Authorized User support, as well as to send direct marketing communications to your representatives’ or Authorized Users, data science and product or service improvement and reporting. You represent and warrant that You are authorized to process Customer Data and make such data available to SiteLabs for uses as set out in the Agreement and Privacy Policy, including through appropriate notice, consent and by your referring individuals, such as Authorized Users, to our Privacy Policy (notwithstanding SiteLabs’s ability and right, to which You agree, to request consent, and provide notice and its Privacy Policy separately to individuals).

HIPAA. The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) imposes rules to protect certain personal health information or “PHI” as that term is defined under HIPAA. If you or any Affiliate is subject to HIPAA and providing or processing any PHI in connection with the Services, prior to accessing or using the Services you must notify SiteLabs and enter into a Business Associate Agreement (“BAA”) in the form provided by SiteLabs. You are solely responsible for determining whether you or any Affiliates are subject to HIPAA. You may send notice and request a BAA by emailing [in**@si************.com].

Unauthorized Disclosure. If either Party believes that there has been a disclosure of Customer Data in a manner not authorized under this Agreement, such Party will promptly notify the other Party. Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted by such unauthorized disclosure.

Data-Related Disputes. You are solely responsible for resolving disputes regarding ownership or access to Customer Data, including those involving any current or former owners, co-owners, employees, Affiliates (former or current), or contractors of your business. You acknowledge and agree that SiteLabs has no obligation whatsoever to resolve or intervene in such disputes.

6. Confidential Information

A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party’s prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Article 6 will restrict SiteLabs with respect to SiteLabs Data or Aggregated Data.

7. Term, Termination, and Suspension

Term. Unless otherwise specified, the initial term of this Agreement is 30 days (“Initial Term”). The Initial Term begins on the Effective Date and, unless otherwise specified, automatically renews in successive and consecutive 30 day periods (each a “Renewal Term” and collectively with the Initial Term, the “Subscription Term”) until this Agreement is properly terminated. Either Party may terminate this Agreement for any reason or no reason, by giving the other Party at least 30 days’ notice before the end of the relevant Subscription Term. If you elect to terminate this Agreement early, you will remain responsible for payment of all fees owed for the entire Subscription Term and will continue to be charged each month for the remainder of the Subscription Term.

Termination for Cause. SiteLabs may terminate this Agreement and/or any subscription, effective immediately upon notice to you, if you or an Affiliate are in material breach of this Agreement. In the event of a termination pursuant to this Article 7, in addition to other amounts you may owe SiteLabs, you must immediately pay any unpaid Subscription Fees associated with the remainder of the Subscription Term. In no event will any termination relieve you of your obligation to pay any fees payable to SITELABS for the period prior to the effective date of termination.

Rights on Termination or Expiration. Upon termination or expiration of this Agreement (a) all Subscriptions will automatically terminate and be of no force or effect; (b) you will have no rights to continue use of the Services and will cease accessing and/or using the Services; and (c) except as specified in the following paragraph, SiteLabs will have no obligation to maintain your Services account or to retain or forward any data to you or any third party, except as required by applicable law. SiteLabs will have no obligation to retain or provide Customer Data, except as required by applicable law. If at any time during the Subscription Term you require SiteLabs’s assistance in retrieving Customer Data, additional fees may apply. The obligations under this Agreement will survive any expiration or termination of this Agreement.

8. Warranties & Disclaimer

Accuracy of Your Account Information. You agree to provide SiteLabs with complete and accurate account information, including your legal company name, street address, e-mail address, bank account, and such other information as may be requested by SiteLabs (collectively, “Account Information”). You are responsible for the accuracy and timely updating of Account Information, and you agree to promptly notify SiteLabs in writing if any Account Information changes. You agree that SiteLabs has no responsibility or liability whatsoever for any loss or damages caused, either directly or indirectly, by inaccurate Account Information.

Warranty of Functionality. SiteLabs warrants to you that during a Subscription Term: (a) the subscribed Service will perform materially in accordance with the functionality described in the Documentation applicable to such Service; and (b) such functionality will not be materially decreased. Your sole and exclusive remedy for a breach of this warranty will be that SiteLabs will use commercially reasonable efforts to modify the applicable Services to achieve the functionality described above. If SiteLabs is unable to restore such functionality, you may terminate the Agreement by providing written notice to SiteLabs, and you will be entitled to receive a pro-rata refund of any pre-paid fees. SiteLabs will have no obligation with respect to a warranty claim under this Article 8 unless notified by you in writing no later than 30 days after the first instance of any material functionality problem. This warranty will only apply if the applicable subscribed Services have been utilized in accordance with this Agreement and applicable laws. For clarity, this warranty will not apply to any free, trial, or beta Services.

DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN Article 8, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SITELABS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR RELATED DOCUMENTATION. SITELABS DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, TIMELY, ERROR-FREE, OR UNINTERRUPTED, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS PROVIDED IN ARTICLE 8, THE SERVICES AND ANY PRODUCTS AND THIRD PARTY PRODUCTS AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SOLELY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH SITELABS AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “SITELABS PARTIES”).

9. Indemnification

You agree to indemnify, defend, and hold harmless the SiteLabs Parties from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising from or relating to: (a) any actual or alleged breach by you, an Affiliate or Authorized User of any provisions of this Agreement; (b) any access to or use of the Services by you, an Affiliate, or Authorized User; (c) any actual or alleged violation by you, an Affiliate, or Authorized User of the intellectual property, privacy, or other rights of a third party; and (d) any dispute between you and another party regarding ownership of or access to Customer Data.

10. Limitations and Exclusions of Liability

SITELABS EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF CARDHOLDER DATA PRIOR TO ITS ENCRYPTION AND RECEIPT BY SERVER(S) OWNED OR CONTROLLED BY SITELABS. THE EXCLUDED DAMAGES WILL INCLUDE, WITHOUT LIMITATION, DAMAGES RESULTING FROM FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT, OR INVASION OF PRIVACY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SITELABS PARTIES’ AGGREGATE LIABILITY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE INCIDENT OR $100.00 (USD), WHICHEVER IS GREATER. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) APPLY WITH RESPECT TO BOTH SITELABS AND THE SITELABS PARTIES.

IN NO EVENT WILL ANY SITELABS PARTIES HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, DATA OR OPPORTUNITIES, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIRD PARTY OFFERINGS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF SITELABS, ITS LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. Intellectual Property Policy

SiteLabs respects the intellectual property rights of others and will investigate and respond to notices of alleged infringement that are properly submitted in accordance with our Intellectual Property Policy. Any data or information submitted to the Services is subject to our Intellectual Property Policy.

12. Miscellaneous

Governing Law. This Agreement will be governed by and interpreted in accordance with the internal laws of the State of Delaware without regard to conflicts of laws principles. 

Mandatory Informal Dispute Resolution. If you have any dispute with SiteLabs arising out of or relating to this Agreement, you agree to notify SiteLabs in writing with a brief, written description of the dispute and your contact information, and SiteLabs will have 30 days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such 30 day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.

Arbitration Agreement. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND SITELABS, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, THAT ARE NOT RESOLVED PURSUANT TO SECTION 12.2 WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND SITELABS AND YOU EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures (currently accessible at https://www.adr.org/sites/default/files/CommercialRules_Web-Final.pdf) 

as amended by this Agreement. Any arbitration hearing will be held in Allen County, Indiana. The applicable governing law will be as set forth in Section 12.1 (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

Entire Agreement. This Agreement, and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and SiteLabs with respect to the subject matter hereof. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between SiteLabs, on the one hand, and you or any Affiliate, on the other hand.

Waiver and Severability. No waiver of any provision of this Agreement by SiteLabs will be effective unless in writing and signed by SiteLabs. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

Assignment. You may not assign, delegate or transfer this Agreement in whole or in part, without SiteLabs’s prior written consent. SiteLabs may assign, transfer, or sublicense any or all of SiteLabs’s rights or obligations under this Agreement without restriction.

Notices. Any notices provided by SiteLabs under this Agreement may be delivered to you within the Services or to the email address(es) we have on file for your account. You hereby consent to receive notice from SiteLabs through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to SiteLabs under this Agreement must be delivered via first class registered U.S. mail, overnight courier, to SITELABS, INC, Attn: SiteLabs Customer Support, 612 Kalmia Lane, Boone, NC 28607.

Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, without limitation, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving SiteLabs’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications, or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies, and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and SiteLabs.

Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on www.sitelabsglobal.com. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. SiteLabs will provide at least 30 days’ advance notice of changes to any service level that SiteLabs reasonably anticipates may result in a material reduction in quality or services.

Exhibit A
Privacy Policy

SITELABS, INC (“Company”, “us”, “we”, or “our”) operates the SITELABS collaboration software (the “Application”) services.

This Privacy Policy informs you (the “Subscriber”) of our policies regarding the collection, use and disclosure of Personal Information when you use our Application as a provider of health care (pharmacy, physician, nurse, case-manager, health care delivery system, each a “Provider”), or as a consumer of health care (patient, caregiver, each a “Consumer”), or as a System Administrator.

We will not use or share your information with anyone except as described in this Privacy Policy.

We use your Personal Information for providing and improving the Application services. By using the Application, you agree to the collection and use of information in accordance with this policy. Unless otherwise defined in this Privacy Policy, terms used in this Privacy Policy have the same meanings as in our SiteLabs Terms of Service (the “Agreement”).

Information Collection And Use. While using our Application, we may ask you to provide us with certain personally identifiable information, that may include Consumer Protected Health Information (“Personal Information”), that can be used to contact or identify you. Personal Information may include, without limitation, your email address, name, date of birth, phone number, postal address, and other information. In addition we retain messages, (i) sent about you (as a Consumer) concerning your health care, and (ii) sent by you (as a Provider, or Consumer) for assisting in the coordination of a patient’s health care needs. In addition we collect any other information Consumers, Providers, or health care data repositories may submit including but not limited to photographs, data from home monitoring devices, electronic health records, laboratory, pharmacy or responses to health questionnaires to assist Subscribers in providing or receiving health care.

We collect this information for the purpose of providing the Application services, to assist in (i) collaboration between Providers; (ii) identifying and communicating with you; (iii) organizational quality improvement and administrative activities; (iv) public health and safety issues; (v) health research activities (through the use of de-identified data); (vi) responding to your requests/inquiries; (vii) improving our services; and (viii) protecting the security or integrity of our Application services. We may also share your Personal Information if state or federal laws require it, for law enforcement purposes, in response to a court or administrative order, or in response to a subpoena. 

After you no longer use the Application services, we may transfer your Personal Information to the Provider that furnished healthcare services to you through the Application. We reserve the right to maintain your Personal Information to improve future Application functions, but we will not disclose your Personal Information to third parties

Log Data. When you access the Application by or through a mobile device, we may collect certain information automatically, including, but not limited to, the type of mobile device you use, your mobile device unique ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browser you use and other statistics (“Log Data”).

Do Not Track Disclosure. We do not support Do Not Track (“DNT”). Do Not Track is a preference you can set in your web browser to inform websites that you do not want to be tracked.

You can enable or disable Do Not Track by visiting the Preferences or Settings page of your web browser.

Service Providers. We may employ third party companies and individuals to facilitate our Application, to provide the Application on our behalf, to perform Application-related services, and/or to assist us in analyzing how our Application is used.

These third parties have access to your Personal Information only to perform specific tasks on our behalf and are obligated not to disclose or use your information for any other purpose.

Compliance with Laws. We are required by law to maintain the privacy and security of your Protected Health Information.

We will let you know promptly if a breach occurs that may have compromised the privacy or security of your information. We will not use or share your information other than as described here unless you tell us we can in writing. If you tell us we can, you may change your mind at any time. Let us know in writing if you change your mind.

Business Transaction. If Company is involved in a merger, acquisition or asset sale, your Personal Information may be transferred as a business asset. In such cases, we will provide notice before your Personal Information is transferred and/or becomes subject to a different Privacy Policy.

Security. The security of your Personal Information is important to us, and we strive to implement and maintain reasonable, commercially acceptable security procedures and practices appropriate to the nature of the information we store, in order to protect it from unauthorized access, destruction, use, modification, or disclosure.

However, please be aware that no method of transmission over the internet, or method of electronic storage is 100% secure and we are unable to guarantee the absolute security of the Personal Information we have collected from you.

Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.

Third Party Sites or Services. We have no control over, and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

Children’s Privacy. Only persons age 18 years or older have permission to access our Service. Our Service does not address anyone under the age of 18 (“Children”).

We do not knowingly collect personally identifiable information without parental consent from children under age 18. If you are a parent or guardian and you learn that your Children have provided us with Personal Information, please contact us. If we become aware that we have collected Personal Information from a child under age 18 without verification of parental consent, we take steps to remove that information from our servers.

Changes To This Privacy Policy. We reserve the right to update or change our Privacy Policy at any time and you should check our website at www.sitelabsglobal.com. Your continued use of the Application after we post any modifications to the Privacy Policy will constitute your acknowledgment of the modifications and your consent to abide and be bound by the modified Privacy Policy.

If we make any material changes to this Privacy Policy, we will notify you either through the email address you have provided us, or by placing a prominent notice on our website.

Contact Us

If you have any questions about this Privacy Policy, please contact us at su*****@si************.com.