MSA
MASTER SUBSCRIPTION AGREEMENT
This Master Subscription Agreement governs your use of Carethink's Program and Services.
1. Overview
This MSA governs your subscription to use our Program and Services and/or other transactions, as specified in an Order Form. The Business Associate Agreement attached hereto as Annex A ("BAA") shall be considered part of the Agreement.
2. Definitions
"Carethink" "we," "our,","Company" and "us" mean Carethink, Inc., a company incorporated under the laws of the state of Delaware together with its affiliates.
"You" and "Your" mean the company, organization, other entity, or individual on behalf of which this MSA is accepted, as described above.
"Order Form" means an ordering document to use our Program and Services entered into between you and us, including any addenda and supplements thereto.
3. License
Subject to the terms and conditions of this Agreement, Carethink hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, subscription based, and revocable license to: (a) remotely access (i.e. on a SaaS basis) the Carethink software (the "Program") and use it for internal use purposes; and (b) download, install and use Carethink' mobile software for internal use purposes ("Services"). Unless otherwise indicated, the term "Program" also includes the software and any relevant documentation provided to Customer in connection with their operation ("Documentation"). Customer may only use the Program in accordance with the Documentation, subject to the use limitations indicated in Customer's order form.
4. Payment
The provision of the Services is conditioned on Customer's payment in full of the applicable fees set forth in the Order Form. All fees and other amounts paid hereunder are non-refundable. Unless otherwise agreed in the Order Form, Carethink shall send the first invoice to Customer within thirty (30) days following the Effective Date. Payment shall be due within thirty (30) business days from Customer's receipt of Carethink' invoice. Any amount not paid in due time shall accrue interest on the rate of one and a half percent (1.5%) per month. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties.
5. Taxes
If Carethink has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer to Carethink unless Customer has provided Carethink with a valid tax exemption certificate by the billing date, or direct pay permit authorized by the appropriate taxing authority. Carethink shall cause all such taxes to appear as separate line items on each applicable invoice and shall timely remit all such taxes paid to it by Customer to the appropriate taxing authority.
For tax purposes, Customer means only Customer's headquarters per the address set forth above in this Agreement, as the user of the licenses. Any sales or use tax obligations arising from the extension of such license to Customer's employees, third party contractors and consultants which may be located in multiple states, will be the sole obligation of Customer to collect and remit to the relevant tax authorities. In no event shall Carethink be required to pay any such taxes owed by Customer, and Customer shall remit to Company any such payment, as well as the payment of any fees, penalties or late charges related thereto which Carethink may be required to pay, as a result of any determination in connection with any contest with taxing authorities.
6. Customer Account
The Program may only be used through a Customer account (the "Account"). Such Account may be accessed solely by Customer's employees or service providers who are explicitly authorized by Customer to use the Program in accordance with the Order Form (each, a "Permitted User"). Customer will ensure that the Permitted Users keep the Account login details secure at all times and comply with the terms of this Agreement; Customer shall remain fully liable and responsible for any breach of this Agreement by a Permitted User. Any unauthorized access or use of the Account or the Program due to the Customer or its Permitted Users' misuse of their log-in credentials, their Account, or any other action attributable to the Customer, must be reported to Carethink via email within ten (10) business days from discovering the incident.
7. Prohibited Uses
Except as specifically permitted herein, without the prior written consent of Carethink, Customer must not, and shall not allow any Permitted User or any third party to, directly or indirectly: (i) copy, modify, revise, enhance, alter, create derivative works of or distribute any part of the Program (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share the Program (or any part thereof), or the Customer's rights under this Agreement with any third party; (iii) use any "open source" or "copyleft software" in a manner that would require Carethink to disclose the source code of the Program to any third party; (iv) disclose the results of any testing, use or benchmarking of the Program to any third party (including but not limited to any recordings made via the Program); (v) disassemble, decompile, reverse engineer or attempt to discover, or otherwise reduce to human-perceivable form the Program's source code or underlying algorithms; (vi) use the Program in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (vii) remove or alter any trademarks or other proprietary notices related to the Program; (viii) circumvent, disable or otherwise interfere with security-related features of the Program or features that enforce use limitations; (ix) export, make available or use the Program in any manner prohibited by applicable laws (including without limitation export control laws); (x) use the Program in a manner that violate any applicable law, including the Health Insurance Portability and Accountability Act ("HIPAA"); (xi) use any backup or archival copies of the Program, or any part thereof, or allow any third party to use such copies, for any purpose other than to replace an original copy in the event of the destruction of the Program, if the Program becomes defective; and/or (xii) transmit any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with Carethink' Product.
8. Customer Data and Analytics Information
As Carethink operates and provides the Services, Carethink may monitor and process data that Customer uploads to the Program and/or that may be collected as a result of Customer's use of the Program, regarding the Customer and/or its patients (the "Customer Data"). Such information may include personally identifiable information ("PII") or protected health information, as defined in the HIPAA ("PHI"). As the exclusive owner of the Customer Data, Customer hereby grants Carethink a non-exclusive license to use the Customer Data as necessary for the provision of the Services, Customer further represents and warrants that it has received and maintains all necessary consents or permits and has provided all necessary notices, or conducted any other necessary actions required under applicable laws (including but not limited to HIPAA), in order to provide the Customer Data to Carethink and to allow Carethink to use the Customer Data as necessary in order to perform Carethink' Services.
Customer shall defend, hold harmless, and indemnify Carethink (including, without limitation, its affiliates, employees, officers, directors, subcontractors and agents) from and against any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys' fees, that result from Customer's breach or failure to meet its above representation. Carethink will use Customer Data only in connection with the Services and shall not disclose any PII nor PHI unless necessary for the purpose of providing the Services. Carethink may however be required to disclose the Customer Data: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; or (b) to collect, hold and/or manage the Customer Data through Carethink' authorized third party service providers as reasonable for business purposes.
Notwithstanding the foregoing, any anonymous information, which is derived from the use of the Program (i.e., metadata, aggregated and/or analytics information which is not PII nor PHI ("Analytics Information") shall be solely owned by Carethink and may be used by Carethink for any purpose, including for providing the Service, for development, and/or for statistical purposes.
9. Warranties
Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound, nor violate applicable law.
10. Intellectual Property Rights
Carethink is and shall remain the sole owner of (i) all right, title, and interest, including any intellectual property rights related to the Services, the Program and any and all improvements and derivative works, and (ii) any know-how, including methods, logic, techniques, processes, or technologies embodied or relating to the Program, including such that was created and/or developed during or prior to the provision of the Services (including in case of a trial or evaluation of the Product by Customer), as well as any developments, improvements, continuations or derivations thereof. This Agreement does not convey to Customer any interest in or to the Program other than a limited right to use the Program in accordance with Section 1. Nothing herein constitutes a waiver of Carethink' intellectual property rights under any law.
If prior or during the Term, Carethink receives any feedback (e.g., questions, comments, suggestions or the like) regarding any of the Services (collectively, "Feedback"), all rights, including intellectual property rights in such Feedback shall belong exclusively to Carethink and shall be considered Carethink' Confidential Information; Customer hereby irrevocably and unconditionally transfers and assigns to Carethink all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Carethink at its sole discretion, and that Carethink in no way shall be obliged to make use of any kind of the Feedback or part thereof.
11. Third Party Components
The Program may use or include third party software, files, libraries or components that are subject to third party open source license terms. Without derogating from the generality of the foregoing, it is clarified that any open source software is provided on an "AS IS" basis, without warranty of any kind, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and that in no event shall Carethink be liable for any direct, indirect, incidental, special, exemplary, or consequential damages, however caused and on any theory of liability, arising in any way out of the use of the open source software. A list of such components will be provided on demand and may be updated from time to time. Requests of open source code of applicable third party components may be forwarded to: hello@carethink.com
12. Publicity
The Customer shall cooperate with Carethink in good faith and agree to reasonable requests from Carethink to serve as a reference. The Customer shall consider in good faith participation in marketing and public relations activities. The Parties shall collaborate on publishing testimonials and/or case studies thereafter. Additionally, upon prior written requests from Customer, Carethink may and is hereby authorized to use Customer's name, logo, and trademark in any of Carethink' advertisements (including, without limitation, marketing and promotional materials), and Carethink' website, media releases, or other public disclosures or announcements for sales and marketing purposes.
13. Confidentiality
Each Party ("Receiving Party") may have access to certain non-public and/or proprietary information of the other Party ("Disclosing Party"), in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the "Confidential Information"). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from unauthorized use, access, or disclosure.
The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.
The Receiving Party's obligations under this Section, with respect to any Confidential Information of the Disclosing Party, shall not apply to and/or shall terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party's Confidential Information.
In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
14. LIMITED WARRANTIES
OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM, DOCUMENTATION, SERVICES AND ANY REPORTS GENERATED AS A RESULT OF THE SERVICES ("REPORTS") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CARETHINK DOES NOT WARRANT THAT THE PROGRAM, THE SERVICES AND/OR THE REPORTS WILL MEET CUSTOMER'S REQUIREMENTS AND DOES NOT WARRANT THAT THE PROGRAM, SERVICES AND/OR THE REPORTS WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. CARETHINK EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, NON-INTERFERENCE, OR FITNESS FOR A PARTICULAR PURPOSE.
15. LIMITATION OF LIABILITY
CARETHINK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR ANY LOSS OF REVENUE, REPUTATION, OR PROFITS, DATA LOSS, OR DATA USE.
CARETHINK’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO CARETHINK IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
16. Indemnification
Carethink acknowledges and agrees to defend, at its expense, any third party action or suit brought against the Customer alleging that the Program, when used as permitted under this Agreement, infringes intellectual property rights of a third party ("IP Infringement Claim"); and Carethink will pay any damages awarded in a final judgment against the Customer that are attributable to any such claim, provided that (i) the Customer promptly notifies Carethink in writing of such claim; and (ii) the Customer grants Carethink the authority to solely handle the defense or settlement of any such claim and provides Carethink with all reasonable information and assistance, at Carethink' expense. Carethink will not be bound by any settlement that the Customer enters into without Carethink' prior written consent.
If the Program becomes, or in Carethink' opinion is likely to become, the subject of an IP Infringement Claim, then Carethink may, at its sole discretion: (a) procure for the Customer the right to continue using the Program; (b) replace or modify the Program to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Carethink' reasonable efforts, then Carethink may terminate this Agreement and in such event accept return of the affected Program and provide a pro-rata refund for any amount pre-paid by Customer for such returned Program for the remaining unused period of the license. Notwithstanding the foregoing, Carethink shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Program made by a party other than Carethink or its designee; (ii) the Customer's failure to implement software updates provided by Carethink specifically to avoid infringement; or (iii) combination or use of the Program with equipment, devices or software not supplied or authorized by Carethink or not in accordance with the Documentation.
This Section states Carethink' entire liability, and Customer's exclusive remedy, for claims or alleged or actual infringement.
17. Term and Termination
This Agreement shall enter into force and effect on the Effective Date and shall remain in full force and effect until terminated by either party in accordance with this Agreement. Either Party may terminate this Agreement for convenience upon thirty (30) days prior written notice to the other Party. Upon termination of this Agreement: (i) the license granted to Customer under this Agreement shall expire, and Customer shall discontinue any further use and access of the Program; (ii) Customer shall immediately delete and dispose of all copies of the Documentation; (iii) within 30 days from the termination date, Carethink shall permanently delete all Customer Data, without affecting any of Carethink' rights to the Analytics Information; and (iv) any sums paid by Customer until the date of termination are non-refundable, and Customer shall not be relieved of its duty to discharge in full all due sums owed by Customer to Carethink under this Agreement until the date of termination or expiration hereof. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. The termination of this Agreement shall not limit Carethink from pursuing any other remedies available to it under applicable law.
18. Modification of Agreement
Vendor may reasonably modify the terms of this Master Subscription Agreement (“MSA”) from time to time by posting an updated version on the website. The modified terms will become effective upon posting and will apply to all new Orders or Renewals entered into after the Effective Date of the modification. Continued use of the Program and/or Services following the posting of an updated MSA by existing Customer constitutes Customer’s acceptance of the revised terms.
19. Miscellaneous
This Agreement - including any BAA, Orders, and any Annexs attached or referred herein - represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Any use of the Program by an agency, department, or other entity of the United States government shall be governed solely by the terms of this Agreement. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, provided that Carethink may assign this Agreement to the successor of all or substantially all of such Party's assets or business (including a merger or acquisition). This Agreement shall be governed by and construed under the laws of the State of Delaware, without reference to principles and laws relating to the conflict of laws. The competent courts of Delaware shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Carethink will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of Carethink. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.
Various legal points including which laws apply, where disputes will be resolved, and how the agreement can be changed.
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This MSA was last updated on January 10, 2026. It is effective as of the Effective Date on the executed Order Form you signed.
