Everi Labs – Master Subscription Agreement (SaaS)
General Terms and Conditions
These Terms and Conditions (jointly with the Order Form, the "Agreement") govern access to and use of Everi Labs’ Software-as-a-Service offerings (the "Services") are set forth in an applicable Order Form.
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS AND CONDITIONS ARE LINKED FROM, AND INCORPORATED INTO, THE ORDER FORM. BY CLICKING “I AGREE” (OR A SIMILAR BUTTON OR CHECKBOX) IN CONNECTION WITH AN ORDER FORM THAT LINKS TO OR REFERENCES THESE TERMS AND CONDITIONS, OR BY ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT AS OF THE EARLIER OF SUCH EVENTS (THE “EFFECTIVE DATE”). IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, CUSTOMER MUST NOT ACCEPT THE ORDER FORM AND MAY NOT ACCESS OR USE THE SERVICES.
THE INDIVIDUAL ACCEPTING THE ORDER FORM AND THIS AGREEMENT (THE “SIGNER”) REPRESENTS AND WARRANTS THAT HE OR SHE IS AT LEAST 18 YEARS OF AGE, IS ACTING ON BEHALF OF THE ENTITY IDENTIFIED IN THE ORDER FORM, AND HAS FULL LEGAL AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IF THE SIGNER DOES NOT HAVE SUCH AUTHORITY, THE SIGNER MUST NOT ACCEPT THE ORDER FORM OR THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SERVICES.
The parties are Everi Labs, Inc., a Corporation ("Everi Labs") and the customer identified in the applicable Order Form ("Customer"), each a “Party” and jointly with Everi Labs the “Parties”.
1. DEFINITIONS
“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where “control” means the ownership of more than 50% of the voting securities or other ownership interest of such entity, or the power to direct the management and policies of such entity, whether through ownership, by contract, or otherwise.
"Authorized Users" means individuals authorized by Customer to use the Services. "Customer Data" means data submitted by or on behalf of Customer to the Services.
“Derivative Data” means data derived from Customer Data that has been aggregated and anonymized such that neither Customer nor any natural person is identifiable thereby.
"Documentation" means written user guides provided by Everi Labs.
"Order Form" means a document or online ordering screen executed or electronically accepted by both Parties specifying Services, Subscription Terms, fees, and other particulars.
"Personal Data" has the meaning given in applicable data protection laws.
“Security Incident” means any actual unauthorized access to, or disclosure, alteration, or destruction of Customer Data processed by Everi Labs in connection with the Services, which materially compromises the confidentiality, integrity, or availability of such Customer Data. For the avoidance of doubt, unsuccessful attempts or activities that do not result in material compromise (such as unsuccessful login attempts, pings, scans, or other routine network activity) shall not be considered Security Incidents under this Agreement.
"Subscription Term" means the period during which Customer is authorized to use the Services as set forth in the Order Form.
“Usage Data” means data relating to Customer’s and its Authorized Users’ access to and use of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services and to investigate and prevent system abuse.
2. BACKGROUND
Everi Labs provides a smart add-on to clinics’ Electronic Health Records (EHR) that uses AI to e.g. proactively manage clinics’ assets, team compliance, and strategic growth through AI-Generated Letter of Medical Necessity (LMN) & Prescription Drafts; Automated Subjective, Objective, Assessment and Plan (SOAP) Note Generation; Library of P&O Specific Forms; and Context-Aware Data Entry as further described on Everi Labs website from time to time.
3. PROVISION OF SERVICES
3.1. Subject to the terms and conditions of this Agreement, during the Subscription Term: (i) Everi Labs will use commercially reasonable efforts to make the Services available in material accordance with this Agreement, applicable Order Forms, and the Documentation; and (ii) Customer may access and use the Services on a nonexclusive, non-transferable and non-sublicensable basis, solely for its internal business purposes. Each Authorized User must have its own unique account on the Services and Authorized Users may not share their account credentials with one another or any third party. Customer will be responsible for all of the acts and omissions of its Authorized Users in connection with this Agreement and for all use of Authorized Users’ accounts.
3.2. Use Restrictions
Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of any Services, whether in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party; (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 any Services; (v) use any Services 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; (vi) access or use any Services for purposes of competitive analysis of Everi Labs or the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to Everi Labs’s detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of valid access credentials; (viii) input, upload, transmit, or otherwise provide to or through the Services any information or materials, including Customer Data, that are unlawful or injurious or that infringe or otherwise violate any third party’s intellectual property or other rights, or that contain, transmit, or activate any viruses, malware, or other malicious code; (ix) use any Services for any activity where use or failure of the Services could lead to death, personal injury, or environmental damage; (x) access or use the Services in a manner intended to circumvent or exceed service account limitations or requirements; (xi) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark the Services; or (xii) use any content available on or via the Services (including any caption information, keywords, or other metadata) for any machine learning and/or artificial intelligence training or development purposes, or for any technologies designed or intended for the identification of natural persons.
3.3. AI Technologies and Customer Data Usage
Customer Data that Customer may provide to Everi Labs for processing via the Services may include, among other things: patient demographics, clinical notes, orders, prescriptions, LMNs, SOAP notes, scheduling data, billing-related metadata, and other health information submitted by Customer or its Authorized Users. Customer Data may also include other audio, video, and text-based inputs in the form of system prompts designed to elicit an “Output” from the Services. Everi Labs will process Customer Data for the sole purposes of: (i) providing the Services and its features and functionalities to Customer, including the generation and dissemination of Output; (ii) preparing Derivative Data; (iii) complying with applicable laws; (iv) enforcing Everi Labs’ policies; and (v) preventing system abuse. Customer is responsible for all Customer Data and represents and warrants that it has all rights, licenses, and permissions required to provide Customer Data to Everi Labs and for Everi Labs to process such Customer Data as contemplated hereunder.
DUE TO THE NATURE OF MACHINE LEARNING, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. OUTPUT REQUESTED BY AND GENERATED FOR OTHER USERS IS NOT CONSIDERED CUSTOMER’S OUTPUT. USE OF THE SERVICES MAY RESULT IN INCORRECT OUTPUT THAT IS NOT ACCURATE OR COMPLETE. CUSTOMER MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER’S USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. CUSTOMER AGREES THAT EVERI LABS SHALL NOT BE LIABLE FOR ANY LOSSES, LIABILITIES, DAMAGES, OR OTHER COSTS OR EXPENSES CUSTOMER OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH THE SERVICES.
3.4. Third-Party Products
Everi Labs may from time to time make certain third-party products and services (“Third-Party Products”) available to Customer or Everi Labs may allow for certain Third-Party Products to be integrated with the Services to allow for, among other things, the transmission of Customer Data from such Third-Party Products into the Platform. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. Everi Labs is not responsible for the operation of any Third-Party Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective providers. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. By authorizing Customer to access or use any Third-Party Products for Customer’s benefit, Customer represents and warrants that it has all right, power, and authority to provide such authorization.
3.5. Support
Everi Labs will use commercially reasonable efforts to provide Customer with basic customer support via Everi Labs’ standard support channels during Everi Labs’ normal business hours.
3.6. Trials
If Customer registers for a trial, the Services are provided “as is” without warranties during such trial and may be terminated at any time by Everi Labs for any reason.
4. FEES & PAYMENT
4.1. Customer will pay the fees as set forth in the Order Form. Except as expressly stated, all fees are non-refundable and payable in advance. Unless otherwise specified, fees exclude taxes; Customer is responsible for all applicable taxes. Invoices are due thirty (30) days from invoice date.
4.2. Late payments may accrue interest at 1.5% or the maximum rate permitted by law, whichever is lower, and may result in suspension of Services at Everi Labs’ sole discretion.
5. INTELLECTUAL PROPERTY
5.1. All rights, title, and interest in and to the Services, Derivative Data, and Usage Data, including any software, technology, documentation, and all improvements, enhancements, or modifications thereto, are and shall remain the exclusive property of Everi Labs and its licensors. Except for the limited rights expressly granted to Customer under this Agreement, no rights are granted to Customer, whether by implication, estoppel, or otherwise.
5.2. Customer acknowledges that it does not acquire any ownership interest in the Services or related intellectual property by virtue of this Agreement.
5.3. Any feedback, suggestions, or recommendations provided by Customer regarding the Services may be used by Everi Labs without restriction or obligation to Customer, and Customer hereby grants Everi Labs a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback into the Services.
6. Data Protection
6.1. Everi Labs will implement reasonable administrative, technical, and physical safeguards to protect Customer Data, consistent with industry standards.
6.2. Where Everi Labs processes Personal Data on behalf of Customer, the Parties shall enter into a Business Associate Agreement (BAA) in a form provided by Everi Labs, compliant with applicable law (e.g., HIPAA).
7. CONFIDENTIALITY
7.1. Each Party agrees to keep and procure to be kept secret and strictly confidential all information in any form or medium whether disclosed orally or in writing before or after the execution of this Agreement designated as confidential in writing by either Party together with all other information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel, consultants, sub-contractors, customers and suppliers of either Party, including the terms of this Agreement, or information which otherwise may reasonably be regarded as confidential information of the disclosing Party. For the avoidance of doubt
confidential information shall not be used by either Party for any purpose other than fulfilling its obligations and complying with the terms and conditions of this Agreement.
7.2. Disclosure of confidential information shall be made only to those Affiliates, employees, representatives (including for the avoidance of doubt, auditors and legal advisers) and sub-contractors who need to know the relevant information in order to further the purposes of this Agreement. The disclosing Party shall ensure that such receivers are bound by confidentiality no less strict than set forth in this Agreement.
(i) The provisions of this clause 7 shall not apply to any confidential information which the receiving Party can demonstrate:
(ii) is in the possession of the receiving Party without restriction in relation to disclosure before the date of receipt from the disclosing Party; or
(iii) is or becomes public knowledge other than by breach of this Agreement; or
(iv) is received from a third Party who lawfully acquired it and who is under no obligation restricting its disclosure; or
(v) is independently developed without use of or reference to the other Party’s confidential information; or
(vi) disclosure of confidential information is required by mandatory law, rule,
regulation, applicable stock exchange rules or a court order.
7.3. Upon request by the disclosing Party or upon termination of this Agreement, the receiving Party undertakes to return and/or destroy, as requested, any materials containing Confidential Information, as well as any copies of such information. If such Confidential Information and/or copies thereof cannot be returned, the receiving Party undertakes to destroy it.
8. WARRANTIES & DISCLAIMERS
Everi Labs warrants that (a) the Services will materially conform to the Documentation; and (b) any professional services will be performed in a professional and workmanlike manner.
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EVERI LABS DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE SERVICES AND THE CONTENT PROVIDED THEREON, INCLUDING OUTPUT, ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE MEDICAL ADVICE. ALL USE OF THE SERVICES AND THE CONTENT PROVIDED THEREON, INCLUDING OUTPUT, IS AT THE USER’S OWN RISK, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ITS RELIANCE ON THE SERVICES AND SUCH CONTENT.
9. INDEMNIFICATION
9.1. Everi Labs will defend Customer against third-party claims alleging that the Services, as provided by Everi Labs and used in accordance with this Agreement, infringe a patent, copyright, or trademark, and will pay damages finally awarded or agreed to in settlement, provided Customer promptly notifies Everi Labs and allows control of the defense. Everi Labs
may, at its option, modify the Services to avoid infringement or terminate the affected subscription with a refund of prepaid fees for the remainder of the Subscription Term. This section does not apply to claims based on Customer Data, Third-Party Products, or use in violation of the Agreement.
9.2. Customer will defend Everi Labs against third-party claims arising from Customer Data or Customer’s breach of this Agreement and will pay damages finally awarded or agreed to in settlement, subject to notice and control requirements analogous to those above.
10. LIMITATION OF LIABILITY
10.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUES, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. IN ALL CASES, EACH PARTY’S AGGREGATE ANNUAL LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE LOWER OF (I) THE AGGREGATED FEES PAID AND PAYABLE FOR THE SERVICES UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT THAT CAUSED THE LIABILITY, AND (II) $200,000
10.3. Nothing in this Agreement excludes or limits liability for: (i) death or personal injury caused by negligence, fraud, willful misconduct, gross negligence, or to the extent such exclusion or limitation is prohibited by law; (ii) a Party’s indemnification obligations; or (iii) a Party’s breach of its confidentiality obligations.
11. FORCE MAJEURE
Neither Party shall be responsible to the other for any failure or delay in performing any of its obligations under the Agreement or for other non-performance hereof if such delay or non-performance is caused by pandemic, strike, labor disturbances, fire, flood, riot, act or ordinance of any governmental or local authority, terrorism, or by any other cause beyond the reasonable control of that Party (a “Force Majeure Event”). The Party who is affected by a Force Majeure Event shall immediately inform the other Party of such event and use reasonable commercial efforts to remove or overcome the hindrance for performance. Should a Force Majeure Event continue for more than 2 months, either Party shall have the right to terminate the Agreement with immediate effect.
A Force Majeure Event which had occurred prior to the formation of the Agreement shall give a right to termination only if its effect on the performance of the Agreement could not be foreseen at the time of the formation of the Agreement.
If, as a result of a Force Majeure Event, the performance by either Party of such Party’s obligations under this Agreement is only partially affected, such Party shall nevertheless remain liable for the performance of those obligations not affected by the Force Majeure Event.
12. ENTIRE AGREEMENT
This Agreement sets out the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof. This Agreement together with any documents referred to in this Agreement supersedes and replaces, without limitation, all earlier discussions, communications, understandings and arrangements of any kind between the Parties hereto relating to such subject matter.
13. TERM; SUSPENSION; TERMINATION
13.1. Term
This Agreement begins on the Effective Date and continues until terminated. Each Order Form specifies its Subscription Term.
13.2. Suspension
Everi Labs may suspend the Services for non-payment, security threats, or material breach, after reasonable notice where practicable, or immediately if required to comply with law or to prevent harm.
13.3. Termination for Cause
Each Party may terminate this Agreement with immediate effect, by notice given in writing in case of a material breach by the other Party of the obligations arising out of this Agreement that remains uncured thirty (30) days after the non-breaching Party provides the other Party written notice of the breach and requests a cure, or in case of exceptional circumstances justifying the earlier termination.
13.4. The Parties agree that the following situations shall (without limitation) be considered as exceptional circumstances that justify termination of this Agreement with immediate effect by a Party: The other Party enters into bankruptcy, receivership, liquidation or any kind of composition between the debtor and the creditors, becomes insolvent or in case of any circumstances arises that are likely to substantially affect the other Party’s ability to carry out his obligations under this Agreement.
13.5. Effect of Termination
Upon termination or expiration, Customer will stop using the Services, and Everi Labs will provide data export assistance as described in Section 15.
14. EXIT MANAGEMENT AND DATA HANDLING UPON TERMINATION
14.1. Data Export Rights
Upon termination or expiration of the Agreement, Customer shall have the right to export all Customer Data stored within the Services via the functionality provided by Everi Labs. Everi Labs will provide reasonable assistance to facilitate such export in a commonly used,
machine-readable format. The export window shall be 30 days from the effective date of termination, unless otherwise agreed in writing.
14.2. Data Deletion and Retention
After the expiration of the export window, Everi Labs shall promptly delete or irreversibly de-identify all Customer Data from its systems, except where retention is required by applicable law or for legitimate business purposes (such as defense against legal claims). Everi Labs shall provide written confirmation of deletion upon Customer’s request.
14.3. Data Security during Exit
Everi Labs shall maintain all administrative, technical, and physical safeguards for Customer Data during the exit process, in accordance with industry standards and as described in the Agreement and Everi Labs’ Privacy Policy. Customer Data shall remain encrypted both in transit and at rest throughout the exit management process.
14.4. Sub-processors and Third Parties
Everi Labs shall ensure that any sub-processors or third parties involved in the provision of Services comply with the obligations set forth in this section regarding data export, deletion, and confidentiality.
14.5. Transition Assistance
Upon Customer’s written request, and subject to payment of applicable fees, Everi Labs may provide reasonable transition assistance to facilitate migration of Customer Data and processes to a successor service provider.
14.6. Survival
The provisions of this section shall survive termination or expiration of the Agreement.
15. SUBCONTRACTING; ASSIGNMENT
15.1. Everi Labs may subcontract performance of the Services, remaining responsible for subcontractors.
15.2. Either Party may assign this Agreement without the other Party’s prior written consent to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the Affiliate is not a direct competitor of the other Party and assumes all obligations.
15.3. Any other assignment requires the prior written consent of Everi Labs.
16. COMPLIANCE; EXPORT; ANTI-CORRUPTION
16.1. Each Party will comply with applicable laws, including export control and sanctions laws. Customer represents that it is not listed on any denied parties list and will not use the Services for prohibited end-uses. Customer will comply with anti-corruption laws (e.g., FCPA/UK Bribery Act).
17. PUBLICITY
With prior written consent, Parties may reference the other’s name and trademarks in marketing materials. Customer grants Everi Labs the right to list Customer as a customer on Everi Labs’ website and in proposals, subject to Customer’s brand guidelines, unless Customer notifies Everi Labs in writing to remove such reference.
18. ORDER OF PRECEDENCE
In the event of conflict: (a) the Order Form prevails; then (b) the BAA; then (c) this Agreement; then (d) referenced policies (including SLA and Support Policy).
19. NOTICES
Notices must be in writing and delivered to the contacts specified in the Order Form, with a copy to legal@everilabs.com. Notices are deemed given when received or, if sent by email, upon confirmation of delivery.
20. UPDATES AND AMENDMENTS TO THE AGREEMENT
Everi Labs may update and amend this Agreement, including referenced policies, from time to time. The most current version will always be available on Everi Labs’ website. Only material changes that adversely affect Customer’s rights or obligations will be notified to Customer in advance, either by email or another appropriate communication channel specified in the Order Form. Continued use of the Services after such changes have taken effect constitutes acceptance of the updated Agreement.
21. MISCELLANEOUS
21.1. Entire Agreement; Amendments
This Agreement, BAA, and Order Forms constitute the entire agreement. Amendments must be in writing and agreed by both Parties, which may be effected by electronic acceptance, except that Everi Labs may update this Agreement as provided in Section 20.
21.2. Severability
If any provision of this Agreement, part thereof or the application of it shall be declared or deemed void, invalid or unenforceable in whole or in part for any reason, the remaining provisions of this Agreement shall continue in full force and effect. The Parties shall seek to amend such void, invalid or unenforceable provisions and thereby this Agreement in order to give effect to, so far as is possible, the spirit of this Agreement and to achieve the purposes intended by the Parties.
21.3. Validity after termination
Provisions contained in this Agreement which are expressed or by their nature and context are intended to survive the termination of the Agreement shall so survive such termination.
21.4. No Waiver
Failure to enforce is not a waiver.
21.5. Independent Contractors
This Agreement shall not be deemed to create any kind of joint venture, agency or partnership between the Parties and neither Party shall be considered an agent or legal representative. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party, with regard to any manner or thing whatsoever, unless otherwise specifically agreed upon in writing.
21.6. Electronic Acceptance and Records
The Parties consent to transact electronically and agree that this Agreement and any Order Form may be entered into by clicking “I agree” (or a similar button or checkbox) in the Order Form acceptance flow or by other electronic acceptance, and that such acceptance has the same legal effect as a handwritten signature under the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, and other applicable law. Everi Labs’ records of acceptance, including the identity of the accepting individual, date and time stamp, IP address, and the version of these Terms and Conditions linked from the Order Form and accepted, shall constitute admissible evidence of the Parties’ agreement, and neither Party will contest the validity or enforceability of this Agreement solely on the basis that it was accepted electronically. Everi Labs will make the accepted version of this Agreement available to Customer for review, download, and retention.
22. GOVERNING LAW & DISPUTE RESOLUTION
22.1. This Agreement shall be governed by the substantive law of Delaware.
22.2. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by JAMS, Inc. (“JAMS”).
22.3. The Optional Expedited Arbitration Procedures then in effect shall apply except as expressly provided herein. Each Party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
22.4. The seat of arbitration shall be Wilmington, Delaware.
22.5. The language to be used in the arbitral proceedings shall be English.