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HomeMy WebLinkAboutINNOVU - CONTRACT - AGREEMENT MISC - INNOVU (3)© 2015, Innovu, LLC. All Right Reserved. Page 1 2016-0524 Innovu Cloud Solutions Addendum INNOVU CLOUD SOLUTIONS ADDENDUM 1. The specific Innovu Cloud Solution to which Customer has been granted access is described in applicable documentation that can be found at the following location http://innovu.com/documentation Innovu reserves the right to update any policies and/or documentation for the Innovu Cloud Solutions at any time. Provided, however, that Innovu shall not materially reduce the functionality of the Solutions to which Customer has subscribed in an Order Form during the term such Order Form, and further provided that in the event of any conflict between any such policy and the Agreement, the terms of the Agreement shall prevail. Innovu shall provide written notice to Customer at least thirty (30) days prior to any such changes. 2. Use of Innovu Cloud Solutions  Innovu will create, manage and delete access credentials for Customer’s authorized system users o Only Customer’s authorized administrators on record will be permitted to request access credentials for Customer’s new system users or delete access credentials for system users no longer needed. o Innovu has the right to approve additional users, which shall not be unreasonably withheld. o Customer users can be Customer employees and/or designated third parties such as contractors, brokers or independent consultants provided that Customer remains solely responsible to Innovu for all such users’ compliance with the Agreement, provided such users’ are acting within the scope of their authority. o An authorized user account may be replaced by a new authorized user account for a new individual replacing one who no longer requires ongoing use of the Innovu Cloud Solution(s). o Each authorized user account will be used by one and only one individual. o A user’s password may not be shared with any other individual.  Customer will not knowingly (a) use an Innovu Cloud Solution to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (b) interfere with or disrupt the integrity or performance of any Innovu Cloud Solution or third-party data contained therein, (c) attempt to gain unauthorized access to any Innovu Cloud Solution or its related systems or networks, (d) permit direct or indirect access to or use of any Innovu Cloud Solution in a way that circumvents a contractual usage limit, (e) copy an Innovu Cloud Solution or any part, feature, function or user interface thereof, (f) copy content except as permitted herein or in an Order Form or the Documentation, (g) frame or mirror any part of any Innovu Cloud Solution, other than framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes or as permitted in the documentation, (h) access any Innovu Cloud Solution in order to build a competitive product or solution, or (i) use any Innovu Cloud Solution to conduct any illegal activity or otherwise in any unlawful manner.  Customer will access the Innovu Cloud Solution via web-based interface. Depending on specific solution Customer may be required to access over a VPN.  Customer agrees to abide by restrictions on the use of PHI as outlined in the BAA between the parties.  Customer will use commercially reasonable efforts to prevent unauthorized access to or use of Innovu Cloud Solution, and notify Innovu promptly of any such unauthorized access or use.  Customer will use Innovu Cloud Solution only in accordance with the documentation 3. Rights in Innovu Cloud Solutions  Innovu retains the right to monitor Customer activity both to prevent any illegal activity and to monitor the usage limit in the Order Form  Customer shall not use any adaptations that may be created by any third-party independent entity.  Innovu Cloud Solutions are Innovu Confidential Information and as such Customer shall follow the non- disclosure provisions as set forth in the Master Agreement  Customer is granted no right to use documentation, data, or reports other than the rights granted by the Agreement. 4. Usage metrics for Innovu Cloud Solutions DocuSign Envelope ID: E64EBBA9-CEC9-48F9-A10F-FAA3F06EE76A © 2015, Innovu, LLC. All Right Reserved. Page 2 2016-0524 Innovu Cloud Solutions Addendum  Usage metrics and limits are defined in the Order Form for each Innovu Cloud Solution purchased. Customer may access and use the Innovu Cloud Solution purchased only up to the usage limits specified in such Order Form. If Customer’s actual usage exceeds the usage limits stated in the applicable Order Form, Innovu may charge Customer additional fees for such excess usage and Customer hereby agrees to pay such additional fees.  Innovu has the right to audit Customer’s actual usage of the Innovu Cloud Solutions against the usage limits set forth in the applicable Order Form at any time during the Term.  The Term of each of the Innovu Cloud Solution is detailed in the Order Form. 5. The current Provision of Services and System Availability for Innovu Cloud Solutions can be found on Appendix A to this Addendum and at are disclosed in Appendix A and at http://innovu.com/provision-of- services, which may be modified from time to time as needs arise and with prior written notice to Customer at least thirty (30) days prior to any such change.. 6. The Security & Privacy Disclosures for Innovu Cloud Solutions can be found on Appendix B to this Addendum and at http://innovu.com/security-privacy-disclosures, which may be modified from time to time as needs arise and with prior written notice to Customer at least thirty (3) days prior to any such change.. 7. The Standard Support Plan will be provided to Customer's Users at no additional charge. The Standard Support Plan for Innovu Cloud Solutions can be found on Appendix C to this Addendum and at http://innovu.com/new/standard-support-plan, which may be modified from time to time as needs arise and with prior written notice to Customer at least thirty (30) days prior to any such change. 8. The following terms apply to Customer for the use of the American Medical Association (AMA) CPT codes in the Innovu Cloud Solutions. 8.1 Grant of Rights Restrictions a. Innovu has licensed the 2014 Editorial Content from the AMA and the license granted is a nontransferable, nonexclusive license, for the sole purpose of internal use by Customer within the United States. b. Customer is prohibited from publishing, distributing via the Internet or other public computer based information system, creating derivative works (including translating), transferring, selling, leasing, licensing or otherwise making available to any unauthorized party Innovu Cloud Solutions, or a copy or portion of Innovu Cloud Solutions. c. Provision of updated Editorial Content in Innovu Cloud Solutions is dependent on continuing contractual relationship between Innovu and the AMA. 8.2 Notices d. CPT is copyrighted by the AMA and CPT is a registered trademark of the AMA. e. U.S. Government Rights This product includes CPT which is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable, which was developed exclusively at private expense by the American Medical Association, AMA Plaza, 330 N. Wabash Ave., Suite 39300, Chicago, IL 60611-5885. U.S. government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (February 2014) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (May 2014) and/or subject to the Limited Rights Notice DocuSign Envelope ID: E64EBBA9-CEC9-48F9-A10F-FAA3F06EE76A © 2015, Innovu, LLC. All Right Reserved. Page 3 2016-0524 Innovu Cloud Solutions Addendum or the Restricted Rights Notice of FAR 52.227-14 (May 2014) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements. 8.3 Back Up Rights Customer may only make copies of the results of Innovu Cloud Solutions’ product for back up or archival purposes and all notices of proprietary rights, including trademark and copyright notices, must appear on all permitted back up or archival copies made. 8.4 Miscellaneous Editorial Content as contained in the Innovu Cloud Solutions is provided “as is” without any liability to the AMA, including without limitation, no liability for consequential or special damages, or lost profits for sequence, accuracy, or completeness of data, or that it will meet the Customer’s requirements, and that the AMA’s sole responsibility is to make available to Innovu replacement copies of the Editorial Content if the data is not intact; and that the AMA disclaims any liability for any consequences due to use, misuse, or interpretation of information contained or not contained in Editorial Content. IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed on the last day and year written below. Innovu, LLC City of Fort Collins By: ______________________________________ By: ______________________________________ Name (printed): ____________________________ Name (printed): ____________________________ Title: ____________________________________ Title: _____________________________________ Date: ____________________________________ Date: _____________________________________ DocuSign Envelope ID: E64EBBA9-CEC9-48F9-A10F-FAA3F06EE76A Michael Bauer 12/27/2016 Chief Oerating Officer 12/27/2016 Gerry Paul Director of Purchasing © 2015, Innovu, LLC. All Right Reserved. Page 4 2016-0524 Innovu Cloud Solutions Addendum Appendix A Provision of Services & System Availability Innovu will (a) make the Innovu Cloud Solutions available to pursuant to the Master Agreement, including applicable Addendums and the applicable Order Forms, (b) provide our Standard Support Plan for the Innovu Cloud Solutions at no additional charge, and/or upgraded support for an additional fee, and (c) use commercially reasonable efforts to make the Innovu Cloud Solutions available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Innovu shall give at least 8 hours electronic notice and which Innovu shall schedule, to the extent practicable, during the weekend hours between 6:00 pm Friday and 3:00 am Monday Eastern time), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Innovu employees), Internet service provider failure or delay, Amazon Web Services failure or delay, or denial of service attack. DocuSign Envelope ID: E64EBBA9-CEC9-48F9-A10F-FAA3F06EE76A © 2015, Innovu, LLC. All Right Reserved. Page 5 2016-0524 Innovu Cloud Solutions Addendum Appendix B Innovu is committed to the security and integrity of Customer information within Innovu’s Cloud Solutions. Innovu uses industry best-practice security measures to protect against the loss, misuse or alteration of the information under our control. To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, Innovu has put in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information we collect within the Innovu Cloud Solutions. These measures include the following:  Multiple level firewalls to segregate and secure network segments based on system roles.  Data transmissions are encrypted using SSL technology  Use of server-side and client-side digital certificates  Role-based administrative access policies and procedures  Comprehensive in-house performance and security monitoring and auditing  Intrusion detection and analysis  Detailed security policy, processes and procedures  Detailed Protected Health Information (PHI) policy, processes and procedures  Security and data privacy auditing performed by outside consulting agencies To provide for the availability of service and information within Innovu Cloud Solutions, Innovu implements the following components:  A disaster recovery plan  Detailed backup strategy and secure off-site storage  High availability clustered database servers  Redundant systems, power supplies, and network connections  Service level agreements with service providers to guarantee service levels  Comprehensive change management and testing policies  10-hour x 5-day per week support staff for Severity Level 1 issues. Innovu maintains detailed Information Security and Protected Health Information (PHI) policies that explain the in- depth, internal policies, process and procedures that are in use. These documents are available by request to customers with a signed Master Agreement or pursuant to a separate non-disclosure agreement and Business Associate Agreement. DocuSign Envelope ID: E64EBBA9-CEC9-48F9-A10F-FAA3F06EE76A © 2015, Innovu, LLC. All Right Reserved. Page 6 2016-0524 Innovu Cloud Solutions Addendum Appendix C GENERAL The Standard Support Plan is provided to Customer’s Users at no additional charge. Support is available on weekdays, excluding holidays, from 8:00 am to 8:00 pm Eastern time. For Severity Level 1 issues only, Users must call Customer Support. For Severity Levels 2-4, Users must submit cases over the Web via the Innovu web site. Upon case submission, Users will be asked to provide their company name, contact information and case details, and each case will be assigned a unique case number. An Innovu Support Representative will use commercially reasonable efforts to call or e-mail the User within two (2) business days and will use commercially reasonable efforts to promptly resolve each case. Actual resolution time will depend on the nature of the case and the resolution. A resolution may consist of a fix, workaround or other solution at Innovu’s sole determination. SEVERITY LEVEL 1 TELEPHONE SUPPORT Standard Support Plan Severity Level 1 Telephone Support is available from 8:00 am to 8:00 pm Eastern time on weekdays, excluding holidays. Severity 1 Support Phone Number is: 412.212.7520 extension 2 Telephone support is provided in English. SUBMITTING A CASE For Severity Levels 2-4, select “Solution Support” from Innovu’s Home Web Page (www.innovu.com) or go directly via www.innovu.com/support. Provide the requested information in the “Open Case Form” and then click “Submit.” For Severity Level 1 issues, Users must call Customer Support at: 412.212.7520 extension 2. REPRODUCING ERRORS Innovu must be able to reproduce errors in order to resolve them. Customer agrees to cooperate and work closely with Innovu to reproduce errors, including conducting diagnostic or troubleshooting activities as reasonably requested and appropriate. In addition and subject to User’s approval on a case-by-case basis, Users may be asked by Innovu to provide remote access to their Innovu account and/or desktop system for troubleshooting purposes. SEVERITY LEVELS Issues will be generally categorized and handled according to an assigned severity level, as follows: DocuSign Envelope ID: E64EBBA9-CEC9-48F9-A10F-FAA3F06EE76A © 2015, Innovu, LLC. All Right Reserved. Page 7 2016-0524 Innovu Cloud Solutions Addendum Severity Level Description and Examples Level 1 – Critical Critical production issue affecting all Users, including system unavailability and data integrity issues with no workaround available. Level 2 – Urgent Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many Users and/or major functionality. No reasonable workaround available. Also includes time- sensitive requests such as requests for feature activation or a data export. Level 3 – Medium System performance issue or bug affecting some but not all Users. Short- term workaround is available, but not scalable. Level 4 – Low Inquiry regarding a routine technical issue; information requested on application capabilities, navigation or configuration; bug affecting a small number of Users. Reasonable workaround available. Resolution required as soon as reasonably practicable. Level 5 – Enhancement General usage question, how to questions, documentation issues or product enhancement request. There is no impact on the solution’s existing features. CHANGE OF SEVERITY LEVEL Our support staff during the support process will evaluate the severity level with respect to the Customer’s current situation. Based on the evaluation our support team may revise the severity of an issue to reflect the current impact to the customer. In requesting any assignment of a higher severity level, Customer must provide Innovu with sufficient data that justifies the increased impact of the issue. Customer is responsible to provide the correct data to justify the business impact. Innovu is not responsible for any failure to meet specified targets caused by Customer’s incorrect information or misjudgment of severity levels. CHANGES TO STANDARD SUPPORT PLAN Innovu may change its Standard Support Plan from time to time in its sole discretion. Customer will be notified no less than thirty (30) days prior to changing the Standard Support Plan. DocuSign Envelope ID: E64EBBA9-CEC9-48F9-A10F-FAA3F06EE76A