Saas Services Addendum

BY ENTERING INTO AN ORDER UNDER WHICH CUSTOMER WILL BE GIVEN ACCESS TO AND/OR USE OF ANY SAAS SERVICES, CUSTOMER AND INFINX HEREBY ENTER INTO THIS SAAS SERVICES ADDENDUM (THIS “ADDENDUM”) AND ARE LEGALLY BOUND THEREBY. THIS ADDENDUM IS HEREBY ATTACHED TO AND MADE A PART OF THE GENERAL TERMS AND CONDITIONS (“GENERAL TERMS”) SET FORTH AT HTTPS://WWW.INFINX.COM/TERMS-AND-CONDITIONS-FOR-CUSTOMER-AGREEMENTS BY AND BETWEEN THE CONTRACTING INFINX ENTITY PROVIDER DESIGNATED IN THE ORDER(S) ON BEHALF OF ITSELF AND ITS AFFILIATES (INCLUDING WITHOUT LIMITATION, ITS OFF-SHORE AFFILIATES WHICH INCLUDE INFINX SERVICES PVT. LTD., LOCATED IN INDIA AND INFINX HEALTHCARE PHILIPPINES, INC., LOCATED IN THE PHILIPPINES) (COLLECTIVELY, “INFINX”), AND THE PURCHASING BUSINESS OR OTHER ENTITY WHO IS ENTERING INTO THE ORDER(S) (“CUSTOMER”), REGARDING THE PROVISION AND USE OF SAAS SERVICES AS SET FORTH IN SUCH ORDER(S). THE PERSON EXECUTING THE ORDER(S) ON BEHALF OF CUSTOMER REPRESENTS AND WARRANTS TO INFINX THAT THEY HAVE FULL LEGAL AUTHORITY TO ACCEPT THE TERMS OF THIS ADDENDUM AND THAT THEY AND CUSTOMER ARE NOT BANNED FROM USING THE SAAS SERVICES UNDER THE LAWS OF THE UNITED STATES OR ANY OTHER COUNTRY. ALL CAPITALIZED TERMS USED IN THIS ADDENDUM BUT NOT DEFINED WILL HAVE THE SAME MEANINGS GIVEN IN THE GENERAL TERMS OR APPLICABLE ORDER. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS ADDENDUM, THE GENERAL TERMS AND THE ORDER, THE FOLLOWING DESCENDING ORDER OF PRECEDENCE WILL CONTROL: THE ORDER, THIS ADDENDUM AND THE GENERAL TERMS.

  1. DEFINITIONS.
    The following terms have the indicated meanings:
    1. “Analytics” means statistics, metrics and other analyses that are based on or derived from the SaaS Services or Results, which are developed in the aggregate with other data or results or in a manner that does not disclose Customer’s or any individual’s identity.
    2. “Customer Data” means Customer and its employees and representatives’ registration information, and the health and other information of individuals and other data provided by Customer, which will be stored, analyzed, processed and used by the SaaS Services.
    3. “Documentation” means any user instructions, help information and other documentation regarding the SaaS Services that are provided by Infinx to Customer in electronic or other form.
    4. “Results” means the work products resulting from the SaaS Services that are delivered to Customer, which are based on processing the Customer Data. For the avoidance of doubt, Results do not include Infinx Work Product (as defined in the Production Services Addendum to the General Terms) produced in the provision of Production Services.
  2. REGISTRATION.
    Customer must complete the registration process to obtain use of the SaaS Services. To register, Customer must provide Infinx with current, complete and accurate information, as more specifically required by the then current registration procedures. By way of illustration and not limitation, Customer may be required to specify a username and password for each individual user, and to provide the name of an individual contact, company name, address, zip code, legitimate electronic mail address and certain additional information. Customer shall maintain and update its registration data from time to time, to ensure that it is always current, complete and accurate. Upon acceptance, Infinx will provide access credentials to the Customer. Customer is solely responsible for maintaining the confidentiality of its access credentials and other account information, and Customer will be solely liable for any and all activities under its account. Customer shall be responsible for keeping all account information up-to-date. Customer agrees to notify Infinx immediately of any unauthorized use of Customer’s account or any other breach of security.
  3. RIGHT TO USE SAAS SERVICES.
    Subject to all terms and conditions in this Addendum, the General Terms and the applicable Order, Infinx grants Customer (without right to sublicense) a nonexclusive, nontransferable right and license to (a) remotely access and use the applicable portion of the SaaS Services solely for Customer’s internal business purposes and solely within the United States (unless otherwise provided in the applicable Order), and (b) use the Software Tools (in executable format) and Documentation, solely in connection with Customer’s authorized access and use of the SaaS Services. Customer’s access and use of the SaaS Services shall comply with all other conditions set forth herein, in the General Terms or in the applicable Order (such as, for example, any requirements regarding data formats, number of users, size limits, time limits or prohibited uses). Access to the SaaS Services requires minimum acceptable equipment and telecommunications capability. Unless otherwise stated in the applicable Order, the SaaS Services provided by Infinx do not include equipment, peripherals, devices or connectivity between Customer and Infinx for the transmission or receipt of SaaS Services by Customer. Customer may only make a reasonable number of copies of the Software Tools for back up or archival purposes. 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 the SaaS Services, or a copy or portion of the SaaS Services. Customer is responsible for ensuring that anyone with authorized access to the SaaS Services will comply with the provisions of the applicable Order, this Addendum and the General Terms.
  4. CUSTOMER DATA.
    Customer hereby grants Infinx a nonexclusive, royalty-free, worldwide right and license to access, copy, store, process, distribute, transmit and otherwise use the Customer Data: (a) for the purposes of providing SaaS Services to the Customer and in connection with providing technical support and maintenance for the SaaS Services; (b) in connection with developing, improving, extending and testing existing and potential future product and services offerings; and (c) in connection with designing, developing and producing Analytics. Customer bears all responsibility and liability for the accuracy and completeness of the Customer Data and Infinx’s access, possession and use as permitted herein. Customer acknowledges and agrees that the SaaS Services are provided using cloud-computing resources, which are remote from and may not owned or controlled by Infinx, and that no storage device or data transmission over the Internet can be warranted to be 100% secure. Accordingly, and except as set forth in the BAA between the parties, Infinx cannot guarantee the security of any Customer Data, and Customer hereby agrees that all Customer Data and other information is provided to Infinx at Customer’s own risk. Customer acknowledges that Infinx may find it necessary to disable access to SaaS Services at any time if Infinx has reason to believe that Customer or its users have violated any Policies, this Addendum, the General Terms or any Order, or otherwise presents a security risk after reasonable notice to Customer and an opportunity to remedy the alleged violation. Notwithstanding the foregoing, the terms of any BAA or similar agreement between the parties shall govern and control to the extent of any conflict with the terms of any Policies.
  5. SYSTEMS.
    At its sole cost and expense, Customer is responsible for providing all (a) rights, licenses and permissions necessary for Infinx to receive and use the Customer Data, (b) modems, servers, devices, storage, software, databases, network and communications equipment and ancillary services needed to connect to, access or otherwise use the SaaS Services from Customer’s facility; and (c) corresponding backup, recovery, network security and maintenance services (collectively, “Customer Systems”). Customer shall ensure that Customer Systems are compatible with the SaaS Services, and that Customer Systems comply with all configurations and specifications made available by Infinx on its websites or as described in the Order, General Terms, Order(s) or the Documentation. Further, Customer will comply with any terms or other requirements imposed by the third party providers of its Customer Systems.
  6. LIMITATIONS.
    Infinx will use commercially reasonable efforts to make the SaaS Services available to Customer at all times, subject to downtimes for scheduled maintenance, upgrades, repairs and emergency outages. Infinx will not be responsible or liable for any failure in the SaaS Services resulting from or attributable to (a) unusually high usage volumes, (b) failures in any telecommunications services, networks or systems, (c) Customer’s or any third party’s negligence, acts or omissions, (d) any force majeure or other cause beyond Infinx’s reasonable control, or (e) unauthorized access to the SaaS Services, breach of firewalls or other hacking.
  7. SUPPORT.
    As part of the provision of SaaS Services, Infinx will use commercially reasonable efforts to provide Customer with basic remote training and technical support and updates for the SaaS Services in accordance with its standard practices to handle issues, errors, upgrades and maintenance. Infinx’s support team will be available during US business hours and can be reached directly through its toll-free telephone number as well as through a dedicated e-mail address (which is provided directly to the operations team so that issues are timely addressed). Customer agrees that Infinx may charge in accordance with its then current policies for any support service resulting from problems, errors or inquiries related to the Customer Data or Customer Systems.
  8. QUALITY ASSURANCE.
    At all times Infinx will make reasonable efforts to respond to and cure all confirmed errors committed by Infinx in its performance of the SaaS Services. In addition, the parties agree to meet no less often than once per quarter to review the overall quality of the SaaS Services, including, without limitation, a discussion of service level performance and accuracy, complaint handling procedures, and other topics as mutually agreed by the parties. The parties agree to share information and data sufficient to support all quality reviews.
  9. BETA SERVICES.
    Infinx may, from time to time, offer services for certain specialties on a “beta” basis where the services have not been deemed fully tested and functional in which case special introductory fees will be quoted. Beta Services will not be subject to any warranties, service level guarantees or corresponding credits.
  10. CUSTOMER CONDUCT.
    The SaaS Services are provided to Customer only for its internal business purposes. Any unauthorized use of the SaaS Services is expressly prohibited (including without limitation, accessing any SaaS Services for which the Customer is not authorized, or any use not expressly permitted in this Addendum, such as, for example, reselling the SaaS Services). Customer is solely responsible for all acts or omissions that occur under its account, username or password, including the provision of Customer Data to Infinx. Reproducing, copying or distributing any content, materials or design elements from the SaaS Services for any purpose is strictly prohibited without Infinx’s express prior written permission. As a condition of use, Customer agrees that it will not use the SaaS Services for any purpose that is illegal or prohibited by this Addendum, the General Terms or any Order, or any other purpose not reasonably intended by Infinx. In connection with using the SaaS Services, Customer agrees to abide by all applicable local, state, national and international laws, regulations and rules. Without limiting the foregoing, Customer agrees not to provide any Customer Data, access or use the SaaS Services, or take any action that, in any manner: (a) infringes any patent, trademark, trade secret, copyright, right of publicity, privacy right or other right of any party; (b) imposes an unreasonable or disproportionately large load on Infinx’s computing, storage or communications infrastructure, or attempts to gain unauthorized access to the SaaS Services, other accounts, computer systems or networks connected to the SaaS Services, through password mining or otherwise; (c) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of Infinx or other third party; (d) violates or is inconsistent with any applicable law or regulation; (e) creates accounts by any automated means or under false or misleading pretenses; (f) harvests, scrapes or collects any information from the SaaS Services, other than as authorized by Infinx; (g) uses any script, bot or other automated means that only simulates compliance with this Addendum or other requirement applicable to the SaaS Services; or (h) which, in Infinx’s reasonable discretion, adversely affects the performance or function of the SaaS Services or interferes with the ability of other authorized parties to access the SaaS Services.

    Infinx may, at its sole discretion, immediately suspend or terminate any Customer’s account or access to the SaaS Services, without credit, should its conduct fail (or appear to fail) to strictly conform to any provision of this Addendum or if, in Infinx’s sole discretion, the performance, integrity or security of the SaaS Services is in danger of being compromised as a result of any events or circumstances.

  11. THIRD PARTY SITES.
    Customer may access the SaaS Services from, and link from the SaaS Services to, other websites on the Internet that are not under Infinx’s control. Customer acknowledges and agrees that Infinx is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites. The inclusion of any such link does not imply endorsement of the website by Infinx or any association with its operators. Additional or different terms and conditions may apply when Customer accesses and uses other websites, and those other websites may be modified, suspended or terminated at any time. Any such modification, suspension or termination shall not affect any payment obligations of Customer to Infinx, and Infinx shall have no liability with respect to such other websites. Without limiting the foregoing, Customer is responsible for ensuring that its and its users use of the SaaS Services in connection with such other websites complies with all policies, terms and rules applicable thereto.
  12. PROPRIETARY RIGHTS.
    1. Customer Rights. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Customer shall own and retain all right, title and interest (including all patent rights, copyright rights, trade secret rights, trademark rights and other intellectual property and proprietary rights) in and to the Customer Data and Results, excepting any Feedback.
    2. Infinx Rights. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Infinx (and its licensors) shall own retain all rights, title and interests (including all patent rights, copyright rights, trade secret rights, trademark rights and other intellectual property and proprietary rights) in and to the SaaS Services, Documentation and Analytics, and all derivative works of the foregoing.
    3. Restrictions. Except as specifically permitted under this Addendum or an Order, Customer shall not, directly or indirectly (i) use any software or other information gained from the SaaS Services or Documentation to create any software, platform or documentation that is similar to any of the SaaS Services or Documentation, (ii) attempt to access any unauthorized SaaS Services component or to disassemble, decompile, reverse engineer or otherwise discover any source code or underlying organization, structures, ideas or algorithms of the SaaS Services (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), (iii) encumber, sublicense, distribute, transfer, rent, lease, lend or use the SaaS Services in any time-share or service bureau arrangement, (iv) copy, adapt, combine, create derivative works of, translate, localize, port or otherwise modify any SaaS Services (except for copying of the Software Tools as expressly permitted in Section 3 above) or Documentation, or allow the transfer, transmission, export or re-export of all or any part of the foregoing or any product thereof, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction or (v) permit any third party to do any of the foregoing.
    4. General Learning. Customer agrees that Infinx is free to use and disclose the Analytics and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) related to the Results or acquired during provision of its obligations hereunder (including without limitation, that which it could have acquired performing the same or similar services for another customer); provided that Infinx will not disclose any Customer Data.
  13. EFFECT OF TERMINATION OR CERTAIN INACTIVITY.
    After expiration or termination of the applicable Order or any continuous 3-month period of inactivity in Customer’s SaaS Services account, Infinx has no obligation to maintain any content in Customer’s account or to transfer or export any Customer Data or other Customer information, data or content to Customer or any other user or third party. The fees to be charged, if any, for any transfer or export (in report dump format) will be as quoted based on then current rates. Upon expiration or termination of the applicable Order, Customer has no further right to access or use the SaaS Services, and Customer shall de-install and destroy all copies of any Software Tools provided by Infinx and certify such destruction to Infinx in writing upon request.
  14. LIMITED WARRANTIES; DISCLAIMER OF WARRANTIES.
    1. Infinx Representations. Infinx represents, warrants and covenants to Customer (but which shall not be applicable during any trial or pilot period or for any beta services) that: (i) the SaaS Services shall materially comply with the descriptions set forth in the applicable Documentation; (ii) the use of the SaaS Services as permitted hereunder shall not violate or infringe, to Infinx’s knowledge, upon any third party intellectual or proprietary rights; (iii) Infinx’s obligations hereunder will be performed by appropriately trained and experienced individuals who will be supervised in such a manner so as to maintain Infinx’s compliance with the requirements of this Addendum, the General Terms and the applicable Order(s); (iv) Infinx will comply with laws, rules and regulations applicable to Infinx in its performance of the applicable SaaS Services; and (v) neither Infinx nor its employees with access to Customer Data (A) have been convicted of a federal health care crime, (B) have been excluded from participation in any federal health care programs; or (C) are currently under investigation or involved in any legal proceeding which may lead to such a conviction or exclusion.
    2. Customer Representations. Customer represents, warrants and covenants to Infinx that: (i) Customer shall provide all information/data and systems access necessary for Infinx to perform the SaaS Services, and any information/data shall be accurate, truthful and complete ensure the validity and correctness of all data provided by Customer, including that all records required to be signed were in fact signed or attested; (ii) the data, materials and components provided by Customer to Infinx hereunder, including, without limitation, Customer’s software, methods, controls, codes and other embodiments of Customer’s intellectual property, shall not violate or in any way infringe, to Customer’s knowledge, upon any third party intellectual or proprietary rights; (iii) Customer expressly consents to Infinx’s processing of personally identifiable information in accordance with the applicable Order, this Addendum, the General Terms and the Privacy Policy, and that Customer has obtained from each person for whom Customer has provided any personally identifiable information to Infinx or its agents all legally required consents for the collection, storage, processing and transfer thereof; (iv) Customer will comply with laws, rules and regulations applicable to Customer and to the applicable SaaS Services; and (v) neither Customer, its employees or its agents (1) have been convicted of a federal health care crime, (2) have been excluded from participation in any federal health care programs; or (3) are currently under investigation or involved in any legal proceeding which may lead to such a conviction or exclusion.
    3. Service Level Guarantees. The SaaS Services SLA Addendum, set forth at https://www.infinx.com/terms-and-conditions-for-customer-agreements and incorporated by this reference, provides certain service level guarantees and corresponding credits to Customer with respect to certain of the SaaS Services as specified in the SaaS Services SLA Addendum.
    4. No Other Guarantees or Warranties. EXCEPT AS SET FORTH IN THIS SECTION 14, THE SAAS SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. INFINX AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (I) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (II) THE SAAS SERVICES WILL BE SECURE, ERROR-FREE, UNINTERRUPTED OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (III) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (IV) THE SAAS SERVICES OR DOCUMENTATION WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) ANY RESULT OR OUTCOME CAN BE ACHIEVED.
  15. OPEN SOURCE SOFTWARE.
    The SaaS Services may contain open source software components which are provided under the terms of the applicable open source software licenses rather than under the applicable Order, the General Terms or this Addendum.

SaaS Services Addendum to General Terms and Conditions, Version 1.0, Promulgated February 5, 2025.