Terms and conditions (“Agreement”) Definitions “Customer”



Download 211.32 Kb.
Page3/3
Date08.01.2017
Size211.32 Kb.
#7445
1   2   3

Exclusions. CenTrak’s obligation shall not apply to (i) defects in the CenTrak Products that are the result of improper storage or use (including, without limitation,(A) operation of the CenTrak Products outside the environmental, hardware or software parameters defined in the documentation, and (B) failure to install properly all releases made available by CenTrak with respect to the CenTrak Software and all updates recommended by CenTrak and/or manufacturer, as applicable, with respect to any third party software or hardware products (including but not limited to operating system software) that materially affect the performance of the CenTrak Products; (ii) CenTrak Products for which installation, commissioning, use or maintenance has not been performed by CenTrak certified technicians, whom can be certified with CenTrak’s web based training and certification program, (iii) defects resulting from other hardware or software (including but not limited to operating systems, servers, networks, and third party software) not supplied by CenTrak, (iv) CenTrak Products, that due to no fault of CenTrak, have been subjected to any other kind of misuse or detrimental exposure not attributable to CenTrak, (v) CenTrak Products modified, altered, repaired, or relocated by any party other than CenTrak or CenTrak’s certified technician without CenTrak’s prior written consent, or (vi) the CenTrak Software not being used in a manner consistent with its intended use as set forth in the Documentation. Notwithstanding anything to the contrary herein, CenTrak does not warrant the uninterrupted or error free use of the CenTrak Software or that the CenTrak Products will operate with any hardware or software not specified in the documentation. In addition, CenTrak shall have no obligations to End User under this Agreement if End User (i) does not promptly notify CenTrak or Reseller of any product defect discovered within the warranty period or (ii) is in default of any material provision of this Agreement.



Warranty Chart

Please refer to the Proposal for the applicable parts purchased.





DESCRIPTION

WARRANTY

STAR

60 MONTHS

STAR - TIMING

60 MONTHS

STAR - REPEATER

60 MONTHS

CENTRAK ROOM MONITOR

60 MONTHS

VIRTUAL WALL MONITOR (SINGLE)

60 MONTHS

MONITOR DROP BOX

12/18 MONTHS

TAG - ASSETS

12/18 MONTHS

TAG - PATIENT

3 MONTHS

TAG – TEMPERATURE (NP)

12/18 MONTHS

TAG – TEMPERATURE (P)

12/18 MONTHS

TAG-TEMP PROBE -20C TO 50C

12/18 MONTHS

TAG-TEMPERATURE PROBE THERMAL VIAL

12/18 MONTHS

THERMAL VIAL HOLDER

12/18 MONTHS

PROBE HOLDER FOR AIR TEMP

12/18 MONTHS

TAG - STAFF

12/18 MONTHS

TAG - ALERT

12/18 MONTHS

TAG – HAND HYGIENE

12/18 MONTHS

HYGIENE MONITOR (DIM)

60 MONTHS

CENTRAK STAR-RCB CABLE - 18"

3 MONTHS

STAR POWER ADAPTER

12/18 MONTHS

CEILING TILE ATTACHMENT

60 MONTHS

CENTRAK STAR-RCB CABLE - 18"

3 MONTHS

MONITOR POWER ADAPTER

12/18 MONTHS

MONITOR MOUNTING PLATE

60 MONTHS

CEILING TILE ATTACHMENT

60 MONTHS

LITHIUM BATT PACK FOR VW MONITOR

3 MONTHS

CABLE - CAT3 RJ11 - 25 FOOT

3 MONTHS

IR REGENERATOR VW MONITOR

12/18 MONTHS

CEILING ATTACHMENT-METAL 9/16

3 MONTHS

CEILING ATTACHMENT-METAL 15/16

3 MONTHS

CEILING ATTACHMENT-METAL 5/16

3 MONTHS

CABLE-VW & BATT PACK CONN (QTY 1)

12/18 MONTHS

VW MONITOR IR BLOCKER- 4 INCH

3 MONTHS

CABLE-VW & BATT PACK CONN (QTY 2)

12/18 MONTHS

DIM BATTERY (CR123A)

3 MONTHS

CEILING ATTACHMENT-VW- (1 INCH)

3 MONTHS

CEILING ATTACHMENT-VW- (1/2 INCH)

3 MONTHS

DOUBLE SIDED ADHESIVE

12/18 MONTHS

SCREW ATTACHMENT-ADHESIVE PAD

12/18 MONTHS

PATIENT WRIST STRAP

3 MONTHS

CLIP WITH ADHESIVE PAD

12/18 MONTHS

BATTERY DOOR OPENER TOOL

12/18 MONTHS

COIN CELL LITHIUM BATTERY

3 MONTHS

BATTERY BACK COVER

3 MONTHS

STAFF TAG LANYARD

3 MONTHS







All batteries come with a 3 month warranty even if the batteries are provided as part of the above hardware or device.


























MANDATORY SOFTWARE MAINTENANCE

Maintenance Services. End User is required to participate in the CenTrak Software maintenance program. So long as End User remains current on its payment of fees set forth herein, End User shall receive updates, upgrades, new releases, enhancements, and maintenance and patch releases to the CenTrak Software when such are made generally available to CenTrak End Users. Services related to the installation or configuration of updates to CenTrak Software shall be provided to End Users at the then current services rate.

Telephone Support. Telephone Support is provided 24 hours a day, 7 days a week. The Technical Support Center is staffed Monday through Friday (excluding public holidays) from 8:00 am to 8:00 pm Eastern Time, to respond to telephone and email problem calls. At all other times support services are available via a pager system.

Installation Assistance. End User will be provided with telephone assistance for the implementation or installation of CenTrak updates.

Onsite Support. Onsite support is available to End User at the current onsite support fee.

Global Monitoring System (“GMS”). The GMS receives continuous maintenance information from every component of the CenTrak RTLS, including every tag, every 10 minutes around the clock. This maintenance data is used to analyze the current and predict the future health of the system as a whole as well as each component. The GMS allows CenTrak to maintain the RTLS in a proactive rather than a reactive method. All of the maintenance services described herein are predicated upon End User providing internet access, one direction from the site to CenTrak remote server is sufficient, so that CenTrak’s GMS can be populated with sufficient information to monitor the system.

Exclusions. Any time incurred in diagnosing or fixing problems that are not caused by the CenTrak Software or are not covered by this Agreement are billable to the End User at then current rates, with a one-hour minimum per call. Any travel and expenses incurred in conjunction with out of scope maintenance and support shall be billed to End User at actual cost, provided all such travel and expenses shall be approved by End User in advance.

Term. End User’s participation in the CenTrak Software Maintenance Program is on an annual basis. End User will receive a proposal from Reseller within 90 days of the anniversary date of the commencement of maintenance services coverage, to renew its participation in the CenTrak Software Maintenance Program.

Fees. End User shall pay Reseller the annual fees set forth in the proposal for the software maintenance services provided hereunder. Failure to render annual maintenance and support fees may result in a reinstatement fee. The amount of the reinstatement fee shall be the cumulative maintenance fee End User would have paid had its participation in the software maintenance program continued uninterrupted.
EXHIBIT C

BUSINESS ASSOCIATE AGREEMENT

WHEREAS, Hill-Rom will perform certain services (the “Services”) to Covered Entity in connection with Hill-Rom’s license, sale and/or service of a Product as more particularly described in the Proposal. Such services may involve the disclosure by Covered Entity to Hill-Rom of certain data which may include Protected Health Information, as that term is defined at 45 C.F.R. § 160.103 (“PHI”) ;

WHEREAS, Covered Entity is subject to the requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), 42 U.S.C. §§ 1320d et seq., as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH Act”) and as implemented by the privacy, security and breach notification regulations promulgated thereunder (the “Privacy Rule,” the “Security Rule,” and the “Breach Rule”);

WHEREAS, in performing the Services, Hill-Rom may function as a Business Associate and, therefore may be subject to certain requirements set forth in the HITECH Act and the Privacy, Security and Breach Rules that apply to Business Associates;

WHEREAS, to the extent that Hill-Rom is acting as a Business Associate to Covered Entity, the terms and conditions set forth in this Agreement govern the relationship between Hill-Rom and Covered Entity.

NOW, THEREFORE, the parties agree as follows:

  1. Permitted Uses and Disclosures. Hill-Rom shall not use or disclose “PHI”, other than as permitted herein, or as Required by Law. Hill-Rom may use or disclose PHI as required to perform the Services under the Proposal and may further:

    1. Use PHI for its proper management and administration or to carry out its legal responsibilities.

    2. Disclose PHI for Hill-Rom’s proper management and administration or to carry out Hill-Rom’s legal responsibilities, provided that such disclosures are Required By Law, or Hill-Rom obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person notifies Hill-Rom of any instances of which it is aware in which the confidentiality of the information has been breached.

    3. Use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).

  2. Restrictions. Hill-Rom shall not use or disclose PHI received from Covered Entity in any manner that would constitute a violation of the Privacy Rule if done by Covered Entity, except as otherwise permitted in Section 1 (Permitted Uses and Disclosures).

  3. Safeguards. Hill-Rom shall comply with the applicable requirements of the Security Rule with respect to electronic PHI. Hill-Rom agrees to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement.

  4. Reporting. Subject to Section 5 (Breach of Unsecured PHI), Hill-Rom shall promptly report to Covered Entity (i) any use or disclosure of PHI not provided for by this Agreement of which Hill-Rom becomes aware; and (ii) any Security Incident of which Hill-Rom becomes aware.

  5. Breach of Unsecured PHI. With the exception of law enforcement delays that satisfy the requirements under 45 C.F.R. § 164.412, Hill-Rom shall notify Covered Entity in writing without unreasonable delay and in no case later than thirty (30) calendar days upon discovery of a Breach of Unsecured PHI. Such notice must include, to the extent possible, the name of each Individual whose Unsecured PHI has been, or is reasonably believed by Hill-Rom to have been, accessed, acquired, or disclosed during such Breach. Hill-Rom shall also provide, to the extent possible, Covered Entity with any other available information that Covered Entity is required to include in its notifications to Individuals under 45 C.F.R. § 164.404(c) at the time of Hill-Rom’s notification to Covered Entity or promptly thereafter as such information becomes available.

  6. Subcontractors. To the extent that Hill-Rom uses one or more Subcontractors to perform its obligations under any agreement with Covered Entity and such Subcontractors create, receive, maintain or transmit PHI on behalf of Hill-Rom, Hill-Rom shall cause each such Subcontractor to agree to comply with the applicable provisions of the Security Rule and to agree to substantially the same restrictions and conditions that apply to Hill-Rom with respect to such PHI.

  7. Access to PHI. Within a reasonable time after a written request by Covered Entity for access to PHI about an Individual contained in a Designated Record Set maintained by Hill-Rom, Hill-Rom shall make available to Covered Entity such PHI so that Covered Entity can comply with 45 C.F.R. § 164.524. In the event that any Individual requests access to PHI contained in a Designated Record Set directly from Hill-Rom, Hill-Rom shall, as soon as practicable, forward such request to Covered Entity. Any denials of access to PHI shall be the responsibility of Covered Entity.

  8. Amendment of PHI. Within a reasonable time after receipt of a written request from Covered Entity for the amendment of an Individual’s PHI contained in a Designated Record Set maintained by Hill-Rom (for so long as PHI is maintained in the Designated Record Set), Hill-Rom shall provide such information to Covered Entity for amendment and incorporate any amendments to such PHI in accordance with 45 C.F.R. § 164.526.

  9. Accounting of Disclosures. Within a reasonable time after written notice by Covered Entity to Hill-Rom that Covered Entity has received a request for an accounting of disclosures of PHI, Hill-Rom shall make available to Covered Entity such information as is in Hill-Rom’s possession and is required for Covered Entity to make the accounting required by 45 C.F.R. § 164.528. In the event the request for an accounting is delivered to Hill-Rom, Hill-Rom shall, as soon as practicable, forward such request to Covered Entity. To the extent that Hill-Rom maintains an electronic health record, Hill-Rom shall comply with the requirements of HITECH Act § 13405(c) and any implementing regulations as of the effective date for such provision and any implementing regulations, as such may be revised from time to time.

  10. No Performance of Privacy Rule Obligations of Covered Entity. The parties agree that Covered Entity has not delegated one or more of its obligations under the Privacy Rule to Hill-Rom.



  1. Access by HHS. Hill-Rom shall make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Hill-Rom on behalf of, Covered Entity available to the Secretary of HHS for purposes of determining Covered Entity’s compliance with the Privacy Rule.

  2. Minimum Necessary. Covered Entity and Hill-Rom agree to make reasonable efforts, to the extent practicable and except as permitted by 45 C.F.R. § 164.502(b)(2) (as such is amended from time to time), to limit its uses, disclosures, and requests of PHI under this Agreement to a Limited Data Set or, if needed by Covered Entity or Hill-Rom, to the minimum necessary PHI to accomplish the intended purpose of such use, disclosure, or request. On the effective date of guidance or regulations issued by the Secretary of HHS in accordance with HITECH Act §§ 13405(b)(1)(B), this provision shall cease to apply and Covered Entity and Hill-Rom shall comply with such guidance in accordance with HITECH Act §§ 13405(b)(1)(C).

  3. Covered Entity Obligations and Restrictions. Covered Entity shall not request that Hill-Rom use or disclose PHI in any manner that would not be permissible under the Privacy Rule, the Security Rule, or HITECH Act or its implementing regulations if done by Covered Entity. Covered Entity shall notify Hill-Rom of any changes or limitations regarding its notice of privacy practices issued under 45 C.F.R. § 164.520, its permission to use or disclose PHI, or other restrictions to which Covered Entity has agreed under 45 C.F.R. § 164.522, to the extent that any of these changes, limitations, or restrictions may affect Hill-Rom’s use or disclosure of PHI.

  4. Term and Termination.

    1. Subject to Section 15 (Return or Destruction of PHI), the term of this Agreement shall commence as of the Effective Date and shall continue in effect until termination of the Proposal, unless terminated earlier in accordance with Section 13.b.

    2. Either party may terminate this Agreement and the Proposal immediately in the event that such party (i) provided written notice of a breach of a material term of this Agreement by the other party; and (ii) the breaching party failed to cure such breach to the reasonable satisfaction of the reporting party within a reasonable time period after receiving notice of such breach.

  5. Return or Destruction of PHI. Upon termination of this Agreement for any reason, Hill-Rom shall, if feasible, return or destroy all PHI received from Covered Entity or created, received or maintained by Hill-Rom on behalf of Covered Entity and which Hill-Rom still maintains in any form. Notwithstanding the foregoing, to the extent that it is not feasible to return or destroy any such PHI, the terms and provisions of this Agreement shall survive termination of this Agreement with regard to such PHI, and Hill-Rom shall limit its further uses and disclosures to those purposes that make the return or destruction of PHI infeasible.

  6. Survival. The obligations of Hill-Rom under Section 15 (Return or Destruction of PHI) shall survive the termination of this Agreement.

  7. Notices. All communications or notices pertaining to this Agreement shall be addressed to the appropriate party as follows:

If to Covered Entity:
Covered Entity Privacy Officer

If to Hill-Rom:


Hill-Rom Holdings, Inc.

Attn: Privacy Officer

180 N Stetson Ave., Suite 4100

Chicago, IL 60601
privacy_officer@hill-rom.com

All notices, requests, demands and other communications required or permitted to be given or made under this Agreement shall be in writing, shall be effective upon receipt or attempted delivery, and shall be sent by (i) personal delivery; (ii) certified or registered United States mail, return receipt requested; (iii) overnight delivery service with proof of delivery; or (iv) facsimile with return facsimile acknowledging receipt. In addition to written notice under the methods specified above, all notices provided to Hill-Rom under this Agreement shall also be sent to via electronic mail to the email address listed above. Neither party shall refuse delivery of any notice hereunder.



  1. Governing Law. This Agreement shall be interpreted under the laws of the State of Indiana without regard to conflict of law principles.

  2. Independent Contractors. None of the provisions of this Agreement are intended to create any relationship between the parties other than that of independent contractors.

  3. Assignment. Neither party may assign its respective rights or obligations under this Agreement without the prior written consent of the other party. This Agreement is binding upon and inures to the benefit of the parties and their successors and assigns.

  4. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

  5. Entire Agreement. This Agreement embodies and constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior oral or written business associate agreements, other contracts, commitments, and understandings pertaining to the subject matter hereof.

  6. Capitalized Terms. Terms that are capitalized but not defined in this Agreement shall have the meaning given to such terms under HIPAA, the Privacy Rule, the Security Rule, or HITECH Act and its implementing regulations, as applicable.

  7. Amendment.

    1. General. No amendment, modification, change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of each party.

    2. Amendment to Comply with Law. The parties mutually agree to enter into good faith negotiations to amend this Agreement from time to time in order for Covered Entity or Hill-Rom to comply with the requirements of HIPAA, the Privacy Rule, the Security Rule, HITECH Act, and any implementing regulations that may be promulgated or revised from time to time. Any changes, amendments, or alterations are not effective unless mutually agreed upon in writing by authorized representatives of the parties.



Directory: globalassets
globalassets -> Atlantic Sun Conference Championship Jacksonville, fl 16/4
globalassets -> 900 mhz amr/ami specifications
globalassets -> Active and Passive Voice Active: Who did it? Passive
globalassets -> Radar to stop aerial collisions a new Norwegian invention prevents planes and helicopters from colliding with high-tension lines, wind-turbines, telecommunications masts and oil platforms
globalassets -> Aspira Networks, Inc
globalassets -> As a well-established scrubber solution, Alfa Laval PureSOx has been the subject of many repeat orders. One of the major returning customers is the Grimaldi Group
globalassets -> The Grimaldi Group has placed orders for seven hybrid Alfa Laval PureSOx systems with u-design scrubbers. The orders are an important milestone, as the second of these systems is also the 100
globalassets -> Mergers, Acquisitions & Deals Report
globalassets -> Draft scoping paper
globalassets -> Report of the working group on seals

Download 211.32 Kb.

Share with your friends:
1   2   3




The database is protected by copyright ©ininet.org 2024
send message

    Main page