“De-identified Data” means health information that is in Company’s control, but not subject to restriction or use or disclosure under HIPAA.
“Documentation” means all legends, notices, or other identifying marks and manuals, technical specifications, or user instructions regarding functionality, operation, installation, training, maintenance, and use generally made available by Company to Client with respect to the then current version of The Martti Solution, as modified or updated by Company from time to time.
“FDA” means the United States Food and Drug Administration of the United States Department of Health and Human Services and any successor agency or entity that may be established hereafter.
“The Martti Solution” The Martti Solution includes Product, the Software, the Martti Hosting Solution and the Services as requested by Client and more fully set forth in an SOW.
“Software” means the Company’s: (i) proprietary code and third-party code embedded in the Product, provided on other tangible medium, or delivered in electronic form; (ii) proprietary code and third-party software hosted for use by Clients or third parties, if applicable; and (ii) any Updates or Upgrades.
“Update” means a new release of the licensed software that contains bug fixes or minor software enhancements indicated by a change in the version number to the right of the first decimal point (e.g., Version 3.5 to 3.6).
“Upgrade” means a major release of the licensed software that delivers new or enhanced functionality, indicated by a change in the version number to the left of the first decimal point (e.g., Version 2.x to 3.x).
“Martti Hosting Solution” means the Company’s back-end hosted applications and data services, solely with respect to its utilization by Client for Client’s purpose of providing healthcare solutions to patients using Martti.
“Patient” or “Individual” or “ Member” means the person whom the Client has authorized to access or use the Product or the Martti Solution at any given time.
“Service(s)” means the hosted service consisting of access to the Martti Hosting Solution and related support services delivered by personnel trained in Client’s proprietary business methods.
2.0 SOFTWARE LICENSE.
2.5 Software Warranty Disclaimer. The Software is provided to Client “as is”. Company expressly disclaims, and Client hereby expressly waives, all warranties, express or implied, including, without limitation, warranties of title, warranties of merchantability and fitness for a particular purpose, warranties of non-infringement and warranties as to any results to be obtained from any use of the Software or information derived therefrom. Company does not warrant that the Software will meet partner’s requirements or that the operation of the Software will be uninterrupted or error-free, or that errors in the Software will be corrected.
2.6 Company Software Infringement Indemnity. Company will defend and hold harmless Client, and its affiliates against any third-party claim that Client’s use of the Software infringes a valid U.S. patent, copyright, trade secret or other intellectual property right. If a final injunction is obtained against the Client’s use of the Software, or if in the opinion of Company the Software is likely to become the subject of a successful claim, Company may (i) procure for Client the right to continue using the Software, (ii) replace or modify the Software so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, grant the Client a credit therefor and terminate the Agreement and any or all Statement of Work without further obligation or liability.
3.1 Deployment of Martti Hosting Solution. Company will create a secure account where Client’s authorized health care professionals can manage The Martti Solution remotely via the Martti Hosting Solution.
3.2 Restricting Access to the Martti Hosting Solution. Upon reasonable prior notice, Company may restrict access to the Martti Hosting Solution, if, in Company’s reasonable judgment, use of the Martti Hosting Solution by Client: (i) presents a significant and material security risk; (ii) violates applicable laws, governmental regulations, or court or government agency order; or (iii) violates or infringes any intellectual property right.
3.3.1 Be solely responsible for procuring any and all Vendor Products it requires for use in connection with The Martti Solution.
3.3.3 Obtain all applicable Patient or Individual consents prior to using The Martti Solution in accordance with the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA”).
3.3.4 Provide Company with all required modifications to the Martti Hosting Solution configuration due to inaccuracies or incompleteness of the information furnished by Client, changes in Client’s requirements, or for other reasons attributable to Client.
3.3.5 Provide Company or its designee reasonable access as necessary to perform Services.
3.3.7 Restrict or prevent access to the Software or to Company’s Confidential Information to any person who is not trustworthy and willing and able to comply with the provisions of the Agreement and the applicable SOW.
3.3.8 Comply with all applicable laws and regulations, including FDA regulations.
4.0 DATA OWNERSHIP.
4.3 Company Rights to De-Identified Data. Client agrees that Company may access and use De-identified Data without restriction in compliance with all applicable privacy or data protection statutes, rules or regulations. Client agrees that Company may aggregate accessed De-Identified Data to facilitate analytics, generating insights or development of proactive models.
4.4 Data Privacy and Security. Company will not view, de-encrypt, or otherwise access an individual’s Protected Health Information ( “PHI”) or an individual’s individually identifiable health Information (“PII”) (as those terms are defined in HIPAA) unless such access is consented to by Client or a Patient or Individual of Client. Company will maintain, implement and enforce safety and security procedures in accordance with Company’s security policies in effect from time to time.
5.1 Conditions Precedent to Indemnification. An indemnifying Party’s obligations hereunder are conditioned on (i) the indemnified Party providing reasonably prompt notification in writing of a claim subject to indemnification; (ii) the indemnifying Party having sole control of the defense or settlement of the claim; (iii) the indemnified Party fully and timely cooperating and providing all requested authority, information, and assistance to the indemnifying Party to defend any such suit or proceeding properly (at the expense of the indemnifying Party). The indemnified Party may participate in any such suit or proceeding through counsel of its choice at its own expense; however, costs associated with the indemnified Party’s counsel shall not be deemed damages or costs for purposes of the indemnifying Party’s indemnity hereunder. The indemnifying Party will not be responsible for any costs or expenses of, or be bound by, any settlement or compromise incurred or made by indemnified Party, nor may such settlement or compromise be used in any way against the indemnifying Party, without the indemnifying Party’s prior written consent.
EXHIBIT A – TECHNICAL SPECIFICATIONS AND REQUIREMENTS
Client agrees to implement below technical, connectivity, networking, environment, infrastructure, support, and mobile device management requirements:
1. Client Environment & Infrastructure. During the term, Client shall be responsible for, at its own cost and expense, procuring, installing, improving, upgrading, modifying and maintaining any computer systems, telephone equipment, networking hardware and/or software and other equipment (including those Services delivered by Company) as may be necessary to enable Company to meet its obligations herein. This nominally includes, but is not limited to:
1.1 Network. Client shall provide at its cost a digital or data network compatible with the Services including any equipment for use at Client’s facilities. This will require at least 512K of bandwidth per simultaneous call.
1.2 Connectivity. Client shall provide, or cause to be provided, at its cost, broadband connectivity to connect directly to Company’s Network to ensure quality as described in this “Exhibit A – Networking Requirements”.
1.3 Equipment. Client is solely responsible for acquiring and installing any end-point hardware or software not specified in the documentation as being provided by Company that is necessary for Client to access the services through operation of the Software.
1.4 Solution Support. Client agrees to designate an individual for Company to coordinate with and work through as required to enable Company to optimally deliver, maintain, and support the Services.
1.5 Mobile Device Management. Client agrees to manage all end-point devices accessing any capabilities of the Solution(s) (including those Client provides, aka BYOD) via a device management process (e.g., Mobile Device Management solution), minimally ensuring anti-virus, anti-malware, and equipment and software updates per manufacturer’s guidelines, delivered by Company as part of the Service.
1.5.1 Client may contract with Company to provide such Service as an element of the Software for devices obtained from Company.
1.5.2 Should Client contract with Company to deliver such services, Client shall make exclusive access to all Martti-owned devices accessing any capabilities of the Software available to Client.
1.6 Advanced Notice. Except for Force Majeure, Client will notify Company at least 24-hrs in advance of any changes to be made to the networking or infrastructure that may impact Client’s connectivity or deliver of the Services. Company will not be responsible for any outages or hardware incompatibilities that result from such a change.
2. To enable Company to effectively deliver the Services in a secure, high-reliability way, certain technical capabilities and functionality are required. Therefore, Client shall ensure that it makes available to Company the following:
2.1 Access to a single point of Technical Support (24 hrs / day, 7 days per week) able to collaborate and work with Company in order to ensure the Solution(s) are optimally operational.
2.2 Internet Connectivity with 1Mb of bandwidth and capable of supporting TLS encryption
2.3 Provision of a network configuration including IP addresses
Use of Client’s Own Devices (“End-Points”). The Client may download the MARTTI app on to certain iOS or laptop devices, at no additional charge, provided the device meets the technical specifications outlined below. Martti may also be accessed via web browsers as noted below.
· iPad Pro 12.9”
· The connectivity, video camera and speakers are built into the touchscreen.
For computer solutions, we recommend using Windows-based computers for ease of use and broader support.
Windows & Apple Computer Requirements:
· Computer with USB or built in video camera with 720p or higher resolution
Google Chrome 91
· iOS: iOS 14.6
· Windows: Windows 10
· Mac OSX: Mojave 10.15
· Intel Core i5 or equivalent processor minimum
· (Intel Core i7 recommended)
Camera with integrated H.264 hardware encoder that conforms to the USB Video Class
· Graphics card must support DirectX 9.0 and must expose the DXVA2_ModeH264_VLD_NoFGT decoding mode
· Latest graphics card driver must be installed
· 4 cores, video encode score of 7.3 or higher
· Windows display, Intel display driver 184.108.40.20684 or the latest driver OR the AMD Video Codec Engine driver 220.127.116.11 or higher must be installed
8 GB of RAM minimum (16 GB recommended)
Antivirus software must be installed and receive regular updates
Successful use of the Martti app depends upon certain network configurations by the Client. Outlined below are the optimal network specifications for using Martti:
A minimum bandwidth of 1 megabits per second (Mbps) is required for each video session.
Network performance requirements:
Average Jitter under 12ms; Average Latency under 50ms
Network routes for dedicated connections:
If a private pathway is established, the following network route will need to be configured to route additional data and video to the Cloudbreak/Martti environment
Destination Network Subnets:
18.104.22.168/26 ( please keep this existing path)
22.214.171.124/24 (please add this new path)
THESE SETTINGS FOR FIREWALL RULES WILL NEED TO BE IN PLACE
THESE SETTINGS MAY APPLY TO CERTAIN IN-ROOM SYSTEMS
THESE SETTINGS RELATE TO MDM ADDRESS AND PORT REQUIREMENTS AND WILL ENABLE MARTTI TO DEPLOY UPDATES VIA AIRWATCH
THESE SETTINGS RELATE TO APPLE IP ADDRESS AND PORT REQUIREMENTS
During the term, Company shall provide the Services to Client in accordance to the service levels set forth below, which shall be calculated on a monthly basis:
Company shall track its performance with respect to the above service levels. In the event that Company fails to achieve any one of the service levels three (3) times in a quarter, or the “Network Uptime” service level falls below 99% in three separate months in a calendar year, Company shall credit Client an amount equal to 1% of Client’s invoices, in the aggregate, for that quarter, unless the Client language demand mix changes in any specific language +/- 3% in the same time period. A “quarter” is defined as a three-calendar month period beginning on either January 1, April 1, July 1, or October 1.
Company shall credit all service level credits towards the next invoice following that quarter or, if the Agreement expires or terminates (for any reason), Company shall promptly provide the service level credits in the form of a refund.
Contacts & Website URL