Terms and Conditions

1. Orders

Any purchase of Subscriptions and/or Services by Customer shall be made pursuant to an Order, each of which shall be deemed accepted upon the earlier of Census CRM's written confirmation or commencement of Services. Other than as expressly provided in this Agreement, Services and Subscriptions purchased hereunder are non-cancellable and non-refundable. Subscriptions and Services are further described in the Order, any written description of the Services specifically integrated into an Order, and official documentation provided, or otherwise made available, to Customer by Census CRM, which may be modified by Census CRM from time to time (collectively, the “Documentation”).

2. Subscriptions

Subject to Customer's compliance with this Agreement, Census CRM grants Customer a worldwide, royalty-free, non-exclusive, time-limited, non-transferable (except to a successor in interest as permitted herein), limited license to access and use any Subscriptions in the quantities and during the period of time specified on the Order (the “Subscription Term”). Unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the end of the then-current Subscription Term, each Subscription Term shall renew automatically at the end of each previous Subscription Term for a period of time equal to the expiring Subscription Term subject to an annual per unit price increase of ten percent (10%). Notwithstanding anything to the contrary, any renewal in which Subscription Term or volume for any Subscription has decreased from the prior Subscription Term will result in re-pricing at renewal without regard to the prior term's per-unit pricing. Unless otherwise agreed in the Order, Census CRM will provide support as detailed in the Documentation. Subscriptions are made available through the internet and may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance.

3. Services

Customer acknowledges that Census CRM will require information, documents, data, records and cooperation by Customer in order to properly perform the Services and that Census CRM is not responsible for errors, delays or other consequences arising from the failure of Customer to timely and appropriately provide such information, data, records or cooperation. In the event Customer causes delay to the Services, or requires any modifications, Census CRM may require an additional fee. Customer acknowledges and agrees that, subject to its confidentiality obligations, Census CRM is not restricted from developing, implementing, marketing or selling services or deliverables for other customers or projects that are similar to the Services or deliverables provided under this Agreement.

4. Fees and Payment

Customer will pay the fees set forth in the Order (the “Fees”). All Fees are non-refundable, non-cancelable, and exclusive of applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transaction taxes, and gross receipts tax all of which shall be invoiced to and paid by Customer. The aggregate Fees of a Subscription for the full Subscription Term set forth on the Order shall not be reduced or canceled at any time during the Subscription Term. If Customer exceeds a contractual usage limit, Census CRM may work with Customer to seek to reduce Customer's usage so that it conforms to that limit. If, notwithstanding Census CRM's efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable services promptly upon Census CRM's request, and/or pay any invoice for excess usage in accordance with this section. Unless otherwise stated in the Order Form, Fees for implementation shall be due upon Order Form execution, Subscription Fees shall be due and paid annually in advance, and all other Fees are due and payable within thirty (30) days of receipt of the invoice (the “Due Date”). Subject to a good faith dispute, any payment not received from Customer by the Due Date may accrue interest at the rate of one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, commencing on the Due Date plus any incurred costs of collection.

5. Customer Obligations

Customer shall (a) use Subscriptions and Services solely for its own internal benefit and in accordance with this Agreement, (b) be solely responsible for compliance with this Agreement by its users, whether employees or contractors, (c) use reasonable efforts to prevent unauthorized use of or access to Subscriptions or Services or any related account or password and shall notify Census CRM immediately of any such unauthorized use or access, (d) provide timely cooperation and accurate and complete information, assistance or access reasonably required by Census CRM in order to perform Services, and (e) be solely responsible for (i) the accuracy and legality of all data submitted by Customer for processing or use by Census CRM in connection with this Agreement (the “Customer Data”), (ii) the means by which it acquires and uses such Customer Data, including compliance with any regulations and laws applicable to the Customer Data, (iii) having obtained all rights in the Customer Data necessary to permit Census CRM's compliance with its obligations under this Agreement, and (iv) backing up Customer Data such that it may be deleted at any time unless otherwise agreed in writing.

6. Restrictions

Customer shall not, and shall not allow others to (a) directly or indirectly sell, resell, transfer, sublicense, lease, time-share, market or otherwise make available to any third party (except subcontractors) any Subscription or Documentation, or any portion thereof, (b) attempt to gain unauthorized access to or disrupt the integrity or performance of a Subscription or the data contained therein (including but not limited to hacking or penetration testing Census CRM's systems), (c) modify, copy or create derivative works based on any Subscriptions, Services or any Census CRM Confidential Information, (d) decompile, disassemble, reverse engineer or otherwise attempt to derive source code from Subscriptions, in whole or in part, (e) use or enable the use of Subscriptions in violation of applicable laws, rules or regulations, (f) access a Subscription for the purpose of building or enabling a competitive product or service or copying its features or user interface, (g) circumvent or attempt to circumvent contractual or other usage restrictions, or (h) use Subscriptions for purposes of evaluation, benchmarking or other comparative analysis intended for publication outside the Customer organization without Census CRM's prior written consent.

7. Intellectual Property

No transfer of ownership of any intellectual property will occur under this Agreement. Census CRM and its suppliers exclusively retain all right, title, and interest in and to Subscriptions and the underlying offerings and technology, the results of its Services, and all intellectual property rights therein, including without limitation all patent, trademark, trade secret, know-how, trade name, and copyright, whether or not registered. No license or other implied rights of any kind are granted or conveyed to Customer except for the limited right to access and use Subscriptions pursuant to an Order subject to this Agreement. Customer grants Census CRM a non-exclusive, worldwide, royalty-free right and license to any intellectual property that is necessary for Census CRM to perform its obligations for Customer. Customer acknowledges and agrees that Census CRM may collect anonymized, aggregated, and/or de-identified statistical and other performance information related to Customer's use of Subscriptions, which information will not include personal information, and Census CRM may use such information for its own legitimate business purposes, including, among other things, support, reporting, research, improvements to Subscriptions, industry collaboration, and other reasonable business purposes. In the event that Customer provides Census CRM with suggestions, enhancement requests, recommendations, proposals, documents, or other feedback (collectively, “Feedback”), Customer grants Census CRM a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use, modify, and distribute such Feedback in any manner without compensation to Customer or attribution of any kind. Notwithstanding anything to the contrary contained in this Agreement, third-party products are governed by third-party license terms.

8. Representations and Warranties

8.1 Census CRM Warranty

Census CRM warrants that, during the Warranty Period (defined below) (a) Subscriptions will operate in substantial conformity with the Documentation, and (b) Services will be provided in a professional and workmanlike manner. If Customer believes there is a warranty violation, Customer must notify Census CRM in writing promptly during the Warranty Period, stating in reasonable detail the nature of the alleged non-conformity. As Census CRM's sole obligation and Customer's exclusive remedy for the warranty violation, Census CRM will correct or re-perform, at no additional charge, any non-conforming Subscription or Service. If Census CRM is unable to correct any non-conformity reported in accordance with this Section 8.1 neither party may terminate the affected portion of the applicable Order, and Customer, as its sole remedy, will be entitled to receive a pro-rata refund of any prepaid unused Fees for the affected Subscriptions or Services. This warranty will not apply if the non-conformity was caused by misuse of Subscriptions or Services by Customer or any third party, modifications to Subscriptions or Services by Customer or any third party, or third-party hardware, software, or services used in connection with Subscriptions or Services. The applicable “Warranty Period” runs for the duration of any applicable Subscription Term, and from the completion of any Services for thirty (30) days thereafter.

8.2 Mutual

Each party represents and warrants that it has the legal power to enter into and perform under this Agreement.

8.3 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, CENSUS CRM DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES OF REGULATORY COMPLIANCE, PERFORMANCE, ACCURACY, AND RELIABILITY. CENSUS CRM DOES NOT WARRANT SUBSCRIPTIONS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

9. Confidentiality

Information exchanged under this Agreement will be treated as confidential if identified as such at disclosure, or if a person obtaining the information under similar circumstances would consider the information confidential or proprietary (“Confidential Information”). Confidential Information shall be protected by the receiving party with the same degree of care it uses to protect its own similar information and, in no event less than a reasonable degree of care during the Term and for a minimum of three (3) additional years (or for as long as any Confidential Information remains Trade Secret as such term is defined by the Uniform Trade Secrets Act). For the avoidance of doubt, business plans, pricing, designs, solutions, inventions, know-how, customers, and any other technical and financial information is Confidential Information. Confidential Information may not be used by the receiving party for any purpose other than as necessary to perform its obligations under this Agreement (the “Purpose”). Confidential Information may be shared by the receiving party only with those employees, agents or contractors with a need to know such information to support the Purpose, provided such persons or entities are bound by terms no less protective of the Confidential Information than those contained herein. Confidential Information is not information that (a) was known or becomes known to the receiving party without obligation of confidentiality, (b) is independently developed by the receiving party without use or knowledge of the other party's Confidential Information, or (c) where disclosure is required by law or a governmental agency. The parties acknowledge and agree that the confidentiality obligations set forth in this Agreement are reasonable and necessary for the protection of the parties' business interests, that irreparable injury may result if such obligations are breached, and that, in the event of any actual or potential breach related to Confidential Information, the non-breaching party may have no adequate remedy at law and shall be entitled to seek injunctive and/or other equitable relief as may be deemed proper by a court of competent jurisdiction.

10. Compliance, Data Privacy and Security

Each party represents and warrants that it shall, at all times, comply with applicable laws, rules and regulations including, but not limited to those related to PII as defined by applicable privacy regulations and PHI as defined by HIPAA. Due to the nature of Subscriptions and Services provided by Census CRM, Customer hereby agrees to be bound by the Census CRM Business Associate Addendum (“BAA”) attached hereto, as Exhibit 1, and incorporated herein by this reference. Customer grants Census CRM the non-exclusive right to access and process the Customer Data for the sole purpose and only to the extent necessary to provide the applicable Subscriptions or Services. Census CRM agrees not to use, access, disclose or process any Customer Data, except to (a) perform the obligations permitted by Customer under this Agreement, and (b) comply with applicable laws. Census CRM will maintain commercially reasonable administrative, physical, and technical safeguards and controls for the availability, security, confidentiality, and integrity of Customer Data.

10A. SMS / Text Messaging Terms

Census CRM and its Customers may utilize SMS and MMS text messaging as part of the Services to communicate with end users of Customer's facility or organization. The following terms apply to all text messaging conducted through or facilitated by Census CRM:

Consent: All text messages sent through Census CRM require prior express consent from the message recipient. Customer is solely responsible for obtaining, documenting, and maintaining records of consent from all recipients. Consent may be collected via web forms (including the Census CRM website contact form with SMS consent checkbox), written agreements, verbal consent, or keyword opt-in. Consent to receive text messages is not a condition of purchasing any goods or services.

Message Content: Messages sent through Census CRM may include, but are not limited to: appointment reminders, account notifications, one-time verification codes (OTP), admissions status updates, document submission reminders, and other service-related communications. Census CRM does not send marketing or promotional text messages unless the recipient has separately and explicitly opted in to receive such messages.

Message Frequency: Message frequency varies based on account activity, service needs, and the nature of the communication. Recurring messages may be sent for appointment reminders and account status updates.

Opt-Out: Recipients may opt out of text messages at any time by replying STOP to any message. Upon receipt of a STOP request, a single confirmation message will be sent and no further messages will be delivered. Recipients may also opt out by contacting Census CRM at support@censuscrm.com.

Help: For assistance with text messaging, recipients may reply HELP to any message or contact Census CRM at support@censuscrm.com.

Message and Data Rates: Message and data rates may apply. Census CRM is not responsible for any charges incurred by a recipient's mobile carrier for sending or receiving text messages.

No Sharing of SMS Data: Census CRM does not share, sell, rent, or otherwise distribute phone numbers, SMS opt-in data, or text messaging consent information with any third parties, affiliates, or partners for marketing or promotional purposes. Text messaging originator opt-in data and consent will not be shared or sold to any third party.

TCPA Compliance: Customer acknowledges and agrees that it is solely responsible for compliance with the Telephone Consumer Protection Act (TCPA), applicable FCC regulations, and all other applicable federal, state, and local laws governing text messaging, including obtaining all necessary consents. Census CRM provides tools to facilitate compliance, including opt-in documentation, STOP handling, and message volume guardrails, but Customer bears ultimate responsibility for lawful use of the messaging features.

11. Term and Termination

This Agreement commences on the Effective Date and ends with termination of this Agreement as permitted herein (“Term”). Subject to the terms and conditions contained in this Agreement, either party may terminate this Agreement or any Order if the other party fails to cure a material breach thereof within thirty (30) days (seven (7) days for non-payment) of being notified in writing of such breach. Termination of this Agreement shall not release Customer from its obligation to pay all outstanding amounts. On termination of this Agreement, all Orders shall also terminate with immediate effect, and each party shall promptly return or destroy the other party's Confidential Information subject to its document retention policies or as required by applicable law. In the event of the termination or expiration of this Agreement, the provisions of this Agreement which by their nature should extend beyond the expiration or termination of this Agreement shall survive and any accrued rights to payment shall remain in effect beyond such termination or expiration until fulfilled.

12. Suspension

In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Census CRM may suspend Subscriptions and/or Services (a) if Census CRM reasonably deems such suspension necessary as a result of Customer's breach of Sections 5 or 6, (b) if Census CRM reasonably determines suspension is necessary to avoid material harm to Census CRM or its other customers, or (c) as required by law or pursuant to request of governmental entities. For the avoidance of doubt, payment obligations are not suspended or terminated if Census CRM suspends access to Subscriptions or Services as permitted in this Section 12.

13. Indemnification

13.1 By Customer

Customer agrees to, and shall, indemnify, defend, and hold Census CRM harmless from the associated costs and fees (including reasonable attorneys' fees and expenses) finally awarded or agreed to in settlement or compromise, to the extent that such fees and costs arise from or relate to a claim, proceeding or suit based on a violation of Customer's obligations pursuant to Sections 5, 6, 7, 8.2, and/or 10 (each a “Claim”).

13.2 By Census CRM

Census CRM agrees to, and shall, indemnify, defend, and hold Customer harmless from the associated costs and fees (including reasonable attorneys' fees and expenses) finally awarded or agreed to in a settlement, to the extent that such fees and costs arise from or relate to a third party claim, proceeding or suit (a) alleging that Subscriptions or Services infringe a third party patent, copyright or trade secret that is protected in the US, or (b) based on a violation by Census CRM of its obligations pursuant to Section 8.2 (each (a) and (b) also a “Claim”). Notwithstanding the foregoing, Census CRM will have no obligation to Customer under this Section 13.2 to the extent that any such Claim (i) arises or results from the unauthorized or improper use by Customer or a third party of Subscriptions or Services, (ii) arises or results from the combination of Subscriptions or Services with other products or services not provided by Census CRM, to the extent that such Claim would not have resulted except for such combination, (iii) arises or results from the alteration or modification of Subscriptions or Services by or for Customer without Census CRM's written consent, or (iv) could be avoided by Customer's use of alternative products or services provided or offered to Customer by Census CRM at no additional cost that perform in a substantially similar fashion as Subscriptions or Services at issue.

13.3 Procedure

A party's obligations under this Section 13 shall be conditioned on the party seeking indemnification promptly notifying the indemnifying party of any such Claim and permitting it to assume full control over the defense and settlement of such Claim provided however that (a) the indemnifying party shall keep the other party informed of the progress of any resulting litigation or settlement activities, and (b) the indemnifying party shall not have any right, without the other party's written consent (which shall not be unreasonably withheld), to settle any such Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the other party's part, or requires any specific performance or non-pecuniary remedy by the other party.

13.4 IP Remedies

Should Subscriptions or Services provided under this Agreement become, or in Census CRM's opinion be likely to become, the subject of an infringement Claim subject to Section 13.2(a), Census CRM may, at its sole discretion and expense, either (a) procure for Customer the right to exercise its rights under this Agreement, or (b) replace or modify the item to make it non-infringing, provided that the same functions are performed by the replaced or modified item, or, in the case of Services, re-perform the affected Services in a manner that is non-infringing, provided that Customer receives the material benefits of the affected Services. If Census CRM determines in its sole discretion that (a) and (b) are not commercially reasonable, then (c) Census CRM shall notify Customer in writing and as applicable, suspend or cancel the Subscription Term or Services under this Agreement, and provide Customer a pro-rata refund of those Fees received by Census CRM based on the Subscription Term. The foregoing states the entire liability of Census CRM and Customer's exclusive remedy with respect to any infringement Claim.

14. Limitation of Liability

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, DAMAGES RESULTING FROM EITHER PARTY'S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, CUSTOMER'S PAYMENT OBLIGATIONS, AND ANY DAMAGES THAT MAY NOT BE LIMITED AS A MATTER OF LAW, IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS, SUPPLIERS, OFFICERS OR EMPLOYEES HAVE ANY LIABILITY TO THE OTHER (A) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR OTHER DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SUBSCRIPTIONS OR SERVICES PROVIDED BY CENSUS CRM OR ITS AUTHORIZED REPRESENTATIVES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) FOR AN AMOUNT IN EXCESS OF THE FEES PAID OR PAYABLE BY CUSTOMER TO CENSUS CRM OR ITS AUTHORIZED REPRESENTATIVES UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR PERFORMANCE DELAYS NOR FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, EXCEPT FOR PAYMENT OBLIGATIONS.

15. General

This Agreement, including any linked terms set forth herein, together with all Orders constitutes the entire agreement of the parties and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the amendment or waiver is to be asserted. Unless specifically agreed otherwise in writing signed by both parties, any additional or pre-printed terms on a form submitted by or on behalf of Customer shall be void and of no effect. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall 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 shall remain in effect. All notices shall be in writing to each party's address on the signature page of this Agreement (or as updated by a party in writing to the other) and effective upon receipt. With the exception of Census CRM's right to use subcontractors, neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its successor in interest in connection with a merger, reorganization, or sale of all or substantially all assets or equity not involving a direct competitor of the other party. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws principles. Any legal action or proceeding relating to this Agreement will be instituted in a state or federal court in the State of New York. Census CRM and Customer agree to submit to the jurisdiction of, and agree that venue is proper in these courts in any such action or proceeding.