Version 1.0
Effective starting December 31, 2023.
PLEASE READ THESE TERMS & CONDITIONS (THE “TERMS AND CONDITIONS”) CAREFULLY. THIS IS A BINDING LEGAL DOCUMENT BETWEEN YOU (THE “SUBSCRIBER” OR “LICENSEE”) AND LUMINARY MOBILE, LLC (D/B/A SATISFIED PATIENT). Satisfied Patient is the owner of this website, www.SatisfiedPatient.com (the “Website”), and is the creator, developer, and owner of the proprietary applications, dashboard, and platforms contained herein which collectively constitute the “Satisfied Patient Software as a Service”, (hereinafter also referred to as “Satisfied Patient’s SaaS” or “SaaS”, and together with the Website, the “Services”). Satisfied Patient provides its SaaS to its Subscribers/Licensees in accordance with these Terms and Conditions and, as applicable the terms of the User Contract and License Agreement (“License Agreement”) entered with each Licensee.
By executing a License Agreement, using or accessing this Website or the SaaS, and/or clicking to accept these Terms and Conditions to use Satisfied Patient’s SaaS, you agree to be bound by these Terms and Conditions, and Licensee represents that (1) Licensee has read, understands, and agrees to be bound by these Terms and Conditions, (2) Licensee is of legal age to form a binding contract with Satisfied Patient, and (3) Licensee has the authority to enter into these Terms and Conditions personally or on behalf of the entity in the License Agreement and to bind that entity to these terms. If Licensee does not agree to be bound by these Terms and Conditions, Licensee may not access or use the SaaS.
Subscriber understands and agrees that these Terms and Conditions may be revised, modified, or updated from time to time by Satisfied Patient in its sole discretion, and when accepted by Subscriber those revised, modified, and updated Terms and Conditions shall become binding on Subscriber.
If these Terms and Conditions are materially revised, modified, or updated, Satisfied Patient will notify Subscriber via e-mail of the changes in the Terms and Conditions; Satisfied Patient will post notification that the Terms and Conditions have immaterially changed on the Website. Any changes to these Terms and Conditions will be effective [thirty (30) days] after posting/providing notice. If Licensee does not agree to the changes, Licensee must stop using the Services. If, after receiving notice of a change in these Terms and Conditions, Subscriber continues to access this Website and uses Satisfied Patient’s SaaS, Subscriber is deemed to have accepted those revised, modified, and updated Terms and Conditions. Any person who accesses this Website and/or Satisfied Patient’s SaaS on behalf of a Licensee, acknowledges, understands, warrants, and agrees that he or she is authorized to, and on behalf of the Licensee does accept all revised, modified, and updated Terms and Conditions on its behalf and thereby binds Licensee to those new Terms and Conditions. If there is any conflict between the Terms and Conditions posted on this Website and the terms of the License Agreement, the Terms and Conditions shall control.
Subject to these Terms and Conditions, Satisfied Patient grants Subscriber a non-exclusive, non-transferrable and non-sublicensable right for Subscriber to access and use the Services solely for the business operations of Subscriber. These Terms and Conditions will also apply to updates and upgrades of the Services subsequently made available by Satisfied Patient to Subscriber. Satisfied Patient may update the functionality, user interfaces, and usability from time to time in its sole discretion as part of its ongoing mission to improve the Services. As applicable, Subscriber understands, acknowledges, and agrees that onboarding and implementation of the SaaS may take up to 2 hours over a 4-week period. Subscriber’s reasonable and timely participation in the onboarding process is a vital component of delivering the SaaS and any delays in this process caused by Subscriber will not affect the duration of any agreement and will not provide a basis for non-payment or termination.
Subscriber understands that for its clients, customers, patients, end users, or others to leave a review about its product or services on Google, Facebook, and similar third-party sites, it may be required to have an active, registered account on the relevant third-party platform.
To the extent that Subscriber requests or otherwise causes the SaaS to be integrated with, or makes use of data from other websites or services (e.g., Facebook, Google) (“Third Party Sites”), Subscriber agrees that Satisfied Patient does not have control over the terms of use, privacy policies, operation, intellectual property rights, performance, service levels or content of any Third Party Sites; and Satisfied Patient disclaims all responsibility and liability for any use of Third Party Sites. The Services incorporate or make the use of certain third-party software (“Third Party Software”) and Satisfied Patient disclaims all responsibility and liability for such Third Party Software. The Third Party Software is licensed subject to the terms and conditions of the third party licensing such Third-Party Software. Nothing in these Terms and Conditions limits Subscriber's rights under, or grants Subscriber rights that supersede, the terms and conditions of any applicable license for such Third-Party Software. Such Third-Party Software includes but is not limited to the following software and services and by use of the SaaS, which Subscriber agrees to be bound by the terms of said Third Party Software: Google: https://policies.google.com/terms?hl=en-US, Facebook: https://www.facebook.com/legal/terms, Healthgrades: https://www.healthgrades.com/content/user-agreement.
When using the SaaS, Subscriber agrees to adhere to the terms of service of all review sites. This includes, but is not limited to Google, Facebook, and Healthgrades.
a. TCPA: To the extent required by law and as applicable to the parties, the parties shall comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). Subscriber will be solely responsible for complying with any messaging consent obligations under the TCPA and regulations promulgated in enforcement thereof while accessing and using the SaaS. Subscriber is responsible for obtaining consent from all third parties (including Subscriber's customers, clients, or patients) to send and receive SMS and/or emails using Satisfied Patient’s SaaS.
b. 10DLC: You understand that if you are using SMS-related services, you are responsible for complying with A2P 10DLC, including but not limited to registration and obtaining customer/client/patient consent. Subscriber authorizes Satisfied Patient to act as its legal representative in the 10DLC registration process when such representation is necessary to deliver the Services.
Subscriber’s accounts cannot be shared or used by more than one user. Subscriber is responsible for maintaining the confidentiality of its logins, passwords, and accounts and for all activities that occur under Subscriber’s accounts. If Subscriber becomes aware that the security of Subscriber's login information has been compromised or breached, Subscriber must immediately deactivate such account or change the account’s login credentials. Additionally, Subscriber shall promptly deactivate the account or change the login credentials for any individual (e.g., former employee) that no longer is authorized by Subscriber to access Satisfied Patient’s SaaS. Subscriber will: (a) obtain any permissions and consents required for Satisfied Patient to access Subscriber Data (defined below) in connection with the Services; (b) be responsible for any user’s compliance with these Terms and Conditions under Subscriber’s account; (c) be responsible for the accuracy, appropriateness, and legality of Subscriber Data; (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and promptly notify Satisfied Patient of any such unauthorized access or use; and (e) use the Services only in accordance with applicable laws and government regulations.
Subscriber agrees not to do any of the following while using this Website or Satisfied Patient’s SaaS:
Satisfied Patient shall have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Website and SaaS security issues, to the fullest extent of the law. Satisfied Patient may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms and Conditions. Subscriber acknowledges that Satisfied Patient has no obligation to monitor Subscriber's access to or use of the Website, SaaS or Satisfied Patient’s SaaS content, or to review or edit any user content but has the right to do so for the purpose of operating the Website and providing its SaaS, to ensure Subscriber's compliance with these Terms and Conditions, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Satisfied Patient reserves the right, at any time and without prior notice, to remove or disable access to the Services or any Satisfied Patient’s SaaS content, that Satisfied Patient, in its sole discretion, considers to be in violation of these Terms and Conditions or otherwise harmful to the Website or Satisfied Patient’s SaaS.
As applicable, Subscriber shall timely pay Satisfied Patient the fees as stated in the License Agreement. Notwithstanding, Satisfied Patient may change the license subscription pricing charged upon the providing of thirty (30) days written notice of such change via email. The change will become effective at the beginning of the next periodic billing cycle following such notice. This notice will provide Subscriber an opportunity to cancel this Agreement prior to the effective date of any such price change.
The Satisfied Patient SaaS license is billed on a subscription basis. This means that Subscriber will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are monthly unless otherwise agreed upon by the parties. Subscriber’s subscription will automatically renew at the end of each billing cycle unless canceled as provided in the License Agreement. Billing cycles will begin upon completion of the setup of Subscriber’s SaaS.
At the time of execution of the License Agreement, Subscriber shall provide Satisfied Patient with a valid credit card or ACH information and authorization to charge the license subscription fee due and payable. Subscriber is responsible to update its credit card or ACH information should the original card or ACH provided expire or otherwise become suspended or cancelled, so that Satisfied Patient has a valid credit card or ACH and valid authorization always attached to Subscriber’s account. Should Subscriber fail to keep its credit card or ACH information current, services will be suspended until a valid credit card or ACH information and authorization is received and all past due charges have been brought current. Subscriber represents and warrants that it is authorized to use each credit card or ACH information which it has provided to Satisfied Patient and will provide reasonable assistance as Satisfied Patient requires to comply with any applicable laws and regulations to charge such credit card or ACH.
Subscriber's failure to pay the setup fee or license fees when due constitutes a material breach of the License Agreement. If payment is not received within thirty (30) days of when it is due, Satisfied Patient may, in its sole discretion, choose to do any or all of the following: (i) charge Subscriber a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by law, rounded to the next highest whole month and compounded monthly; and/or (ii) suspend Subscriber's access to Satisfied Patient’s SaaS. Satisfied Patient’s suspension or resumption of Subscriber’s subscription does not limit or prevent Satisfied Patient from pursuing all other remedies available under the law.
Unless otherwise noted in the License Agreement, the License Agreement and corresponding subscription to Satisfied Patient’s SaaS will auto renew for the same period of time as the initial term of the License Agreement unless written notice of non-renewal is provided to Satisfied Patient in accordance with the License Agreement.
Satisfied Patient will only provide the services described above and will not use any of the information provided by Subscriber’s customers/clients/patients in response to the e-mails, SMS (text) messages, and surveys generated by the SaaS for any purpose other than to provide Subscriber with results to help the Subscriber improve its business.
Subscriber acknowledges and understands that Satisfied Patient will only provide the SaaS described above, and that it will not use any of the information provided by Subscriber’s customers/clients/patients in response to the e-mails, text messages, and surveys generated by the SaaS for any purpose other than to provide Subscriber with results to help the Subscriber improve its business.
Subscriber represents and warrants that it has obtained and will maintain all rights, consents, and permissions necessary for Subscriber to make available the Subscriber Data to Satisfied Patient for its use as contemplated herein.
Subscriber further represents and warrants that it will only use the information received in response to the e-mails, SMS (text), and surveys generated by the SaaS in a manner that is in full compliance with all federal and applicable state laws and regulations.
Subscriber, warrants, acknowledges, and understands that the surveys and on-line reviews generated by its customers/clients/patients and/or their legal guardians or representatives, or others having access to those e-mail or mobile phone accounts may be negative and, in some cases, derogatory or defamatory toward Subscriber or others. Subscriber warrants, acknowledges, and understands that Satisfied Patient has no control over the responses submitted or posted in response to the e-mails, SMS (text) messages, and surveys the SaaS generates and that Satisfied Patient is not liable to Subscriber or any other individual or entity for any response submitted or posted on-line or elsewhere by Subscriber’s customers/clients/patients and/or their legal guardians or representatives or others having access to those e-mail or mobile phone accounts. To the fullest extent possible under the law, Subscriber waives and releases all claims it has, may have, or could have against Satisfied Patient arising therefrom.
The warranties contained in this section are material provisions of this Agreement, without which Satisfied Patient would not have agreed to provide the SaaS license to Subscriber. Consequently, should Subscriber violate its warranties set forth in this section it hereby agrees to indemnify, defend, and hold harmless Satisfied Patient, its principals, managers, members, employees and agents (“Indemnified Parties”) from and for any and all claims, liabilities, demands, suits, causes of actions or proceedings of any kind or nature, losses or damages, including attorneys’ fees and costs of defense which Satisfied Patient may incur arising out of, or in any way related to, a suspected or actual breach of Subscriber’s representation and warranties. Subscriber will also indemnify, defend and hold harmless the Indemnified Parties from and against any lawsuit or proceeding brought by a third party to the extent alleging that any Subscriber Data infringes, misappropriates, or otherwise violates the rights, including privacy and publicity rights, of any other party, or that Subscriber’s particular use of the Services violates applicable law.
Subscriber’s obligation to indemnify Satisfied Patient hereunder includes the obligation to i) investigate and defend all claims, suits, or actions of any kind or nature, including appellate proceedings in the name of the Indemnified Parties; ii) pay for the cost of defense, including attorney’s fees; iii) pay all claims, damages and losses, and/or statutory or governmental fines or penalties in connection with all of the foregoing; and iv) satisfy all judgments, decrees, or orders including those for attorney’s fees which may issue against the Indemnified Parties thereon.
Subject to the limited rights expressly granted to Subscriber hereunder, Satisfied Patient reserves and retains, and as between Satisfied Patient and Subscriber, Satisfied Patient exclusively owns all right, title and interest, including intellectual property rights to Satisfied Patient’s SaaS and the e-mails, SMS (text) messages, and surveys that it will create for Subscriber, whether tangible or intangible, provided hereunder, including all modifications, derivative works, upgrades, and updates thereto, and all related intellectual property rights therein. If Subscriber provides Satisfied Patient any feedback or suggestions regarding the Services, then Subscriber grants Satisfied Patient an unlimited, irrevocable, perpetual, transferable, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Subscriber. Satisfied Patient reserves all rights not expressly granted to the Subscriber in the License Agreement or hereunder.
Satisfied Patient remains the sole owner of all source code, object code, processes, and informational content thereof, methodology, templates, design, technology, trademarks and service marks, and other intellectual property rights associated with Satisfied Patient’s SaaS and Website regardless of whether it has formally registered or obtained patent, copyright or other legal protection. Subscriber acknowledges such ownership rights of Satisfied Patient and agrees that no use of Satisfied Patient’s SaaS or the e-mails, (SMS) text messages, and surveys developed by Satisfied Patient pursuant to the License Agreement or Terms and Conditions by the Subscriber is permissible except as permitted herein. This paragraph does not authorize modification of Satisfied Patient’s SaaS or the e-mails, SMS (text) messages, and surveys developed by Satisfied Patient for Subscriber.
The Subscriber acknowledges and agrees that the SaaS is and contains proprietary and confidential information that is protected by applicable intellectual property, trademark, and other laws. The Subscriber further acknowledges and agrees that the SaaS is of a confidential nature, and therefore agrees that Subscriber shall exercise due and reasonable care not to make available or in any other manner disclose to a third party the SaaS licensed to Subscriber except as provided herein. It is hereby specifically agreed that any voluntary disclosure of Satisfied Patient’s SaaS not allowed by law or without Satisfied Patient’s express written consent to a third party is a material breach of the License Agreement.
Subscriber owns all data, content, and information submitted by Subscriber into the Services and the Subscriber-specific output that is generated by Subscriber’s use of the Services (the “Subscriber Data”). Except as provided herein, nothing contained herein shall be construed as granting Satisfied Patient ownership in any Subscriber Data. Subscriber hereby gives Satisfied Patient a non-revocable, transferable, sublicensable, worldwide, royalty-free right to use aggregated or anonymized Subscriber Data. Subscriber further grants Satisfied Patient a limited, transferable, sublicensable, non-exclusive, royalty-free, revocable, world-wide license to access, copy, distribute transfer, perform, display, use and disclose, as necessary to provide the Services and related professional services, to prevent or address service or technical problems or at Subscriber’s request in connection with support matters, as compelled by law, or as expressly permitted in writing by Subscriber, all information submitted by Subscriber and Subscriber's end users in connection with Subscriber's use of Satisfied Patient’s Services (e.g., Subscribers survey data is used to help the Subscriber improve their business). Subscriber agrees that Satisfied Patient may use Subscriber’s name, marks, and logo to indicate that Subscriber is a customer of Satisfied Patient on the Website, marketing materials, and in communications with existing or prospective Satisfied Patient customers. Any such attribution will be consistent with Subscriber’s style guidelines or requirements as communicated to Satisfied Patient by Subscriber.
During the term of these Terms and Conditions, Satisfied Patient shall maintain a security program materially in accordance with industry standards that is designed to: (i) ensure the security of Subscriber Data; (ii) protect against threats or hazards to the security or integrity of Subscriber Data; and (iii) prevent unauthorized access to Subscriber Data. If either party believes that there has been a security breach involving Subscriber Data, such party must promptly notify the other party, unless legally prohibited from doing so. Additionally, each party will reasonably assist the other party in mitigating any potential damage arising from any such security breach. As soon as reasonably practicable after any such security breach, Satisfied Patient shall conduct a root cause analysis and, upon request, will share the results of its analysis and its remediation plan with Subscriber.
THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SATISFIED PATIENT EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SATISFIED PATIENT DOES NOT WARRANT THAT THE SERVICEs WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT WILL SATISFIED PATIENT HAVE ANY LIABILITY TO LICENSEE OR TO ANY OTHER PARTY FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER OR NOT SATISFIED PATIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT WILL SATISFIED PATIENT’S AGGREGATE LIABILITY RELATING TO THESE TERMS AND CONDITIONS EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY SUBSCRIBER TO SATISFIED PATIENT HEREUNDER IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE. For the avoidance of doubt, the exclusions and limitations set forth in Section 8 will apply with respect to all legal theories of liability, whether in contract, tort, or otherwise. The parties agree that the exclusions and limitations set forth in Section 8 allocate the risks between the parties under these Terms and Conditions, and that they have relied on these exclusions and limitations in determining whether to enter into these Terms and Conditions.
These Terms and Conditions (and all rights and licenses enjoyed by Satisfied Patient herein), and as applicable, the License Agreement entered by Subscriber, may be assigned by Satisfied Patient, to any person, firm, corporation, company, or other business entity at any time, whether by purchase, merger, or otherwise, directly, or indirectly acquires all or a majority of the assets, membership interests, or business of Licensor. Such assignee will be deemed substituted for Satisfied Patient under the terms of the License Agreement and these Terms and Conditions as amended from time to time for all purposes. Subscriber may only assign the License Agreement or these Terms and Conditions upon the express written consent of Satisfied Patient, which consent can be withheld by Satisfied Patient in its sole and absolute discretion. The License Agreement these Terms and Conditions are binding on and inures to the benefit of the parties and their respective successors and permitted assigns.
The License Agreement and these incorporated Terms and Conditions as amended from time to time, shall be construed in accordance with the laws of the State of Florida without regard to its conflict of law principles. Jurisdiction for any dispute arising out of, under, or relating to the License Agreement, these Terms and Conditions, or the parties, shall be exclusively in the state of Florida, with venue exclusively in the circuit and/or county courts of Palm Beach County, Florida. The Parties consent to personal jurisdiction in Palm Beach County, Florida and waive any right they may have to assert lack of jurisdiction or forum non-conveniens. In any legal action brought to interpret or to enforce any provisions of this Agreement, the prevailing party shall be entitled to recover attorneys' fees, court costs and expenses, reasonably and necessarily incurred in the prosecution or defense of any such action, at the trial, post-trial, and appellate levels.
The parties are independent contractors and these Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third party beneficiaries to these Terms and Conditions. No failure or delay by either party in exercising any right under these Terms and Conditions will constitute a waiver of that right. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, such 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 these Terms and Conditions will remain in full force and effect. Sections 5, 6.1, 7, 8, 9, 10, and 11 will survive any termination of these Terms and Conditions or a License Agreement.
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