This Master Services Agreement (“Agreement”) is entered into between Tile Health Enterprises Inc., doing business as Tile Health, with offices at 425 5th Ave, NY, NY 10016 (“Tile Health”), and the customer entity identified in the applicable Service Order Form (“Provider”). This Agreement governs the provision of Services by Tile Health to the Provider.
1. Definitions
Capitalized terms used in this Agreement shall have the following meanings:
- “AI Clinical Agent” means Tile Health’s proprietary autonomous workforce platform that performs patient enrollment, 24/7 clinical triage, and compliance documentation.
- “Business Associate Agreement” or “BAA” means the separate agreement between the parties that governs the use and disclosure of Protected Health Information (PHI) in compliance with HIPAA.
- “Confidential Information” means all non-public information disclosed by one party to the other, including but not limited to business strategies, financial information, and proprietary technology.
- “Protected Health Information” or “PHI” has the meaning given to it under HIPAA.
- “Services” means access to the Tile Health AI Clinical Agent and any related services as described in a Service Order Form.
- “Service Order Form” means a document executed by both parties that details the specific Services to be provided, fees, and other transaction-specific terms.
2. Provision of Services
2.1. Access and Use
Subject to the terms of this Agreement and the applicable Service Order Form, Tile Health will provide the Services to the Provider for its internal business purposes. Provider may not sublicense, resell, or otherwise provide the Services to any third party.
2.2. Restrictions
Provider shall not (a) reverse engineer, decompile, or otherwise attempt to discover the source code of the AI Clinical Agent; (b) modify or create derivative works based on the Services; (c) use the Services for any purpose other than that for which it is intended; or (d) remove any proprietary notices from the Services.
2.3. Technical Support
Tile Health will provide standard technical support for the Services at no additional charge.
3. Fees and Payment
3.1. Fees
Provider agrees to pay the fees set forth in the applicable Service Order Form. All fees are non-refundable except as otherwise specified in this Agreement.
3.2. Invoicing and Payment
Unless otherwise specified in a Service Order Form, Tile Health will invoice Provider on a monthly basis. Invoices are due and payable within thirty (30) days of receipt. Late payments will accrue interest at a rate of 1.5% per month or the highest rate permitted by law, whichever is lower.
3.3. Taxes
All fees are exclusive of any applicable taxes. Provider is responsible for paying all taxes associated with its purchase of the Services.
4. Confidentiality
Each party agrees to hold the other party’s Confidential Information in strict confidence and to not disclose such information to any third party without the prior written consent of the disclosing party. The receiving party will use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
5. Data Security and HIPAA
5.1. Security
Tile Health will maintain industry-standard administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Provider’s data, including any PHI.
5.2. HIPAA Compliance
The parties agree to comply with all applicable provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Prior to accessing or processing any PHI, the parties will execute a Business Associate Agreement. Tile Health will only use and disclose PHI as permitted by the BAA and applicable law.
6. Intellectual Property
Tile Health retains all right, title, and interest in and to the Services and the AI Clinical Agent, including all related intellectual property rights. Provider retains all right, title, and interest in and to its own data.
7. Term and Termination
7.1. Term
This Agreement shall commence on the effective date of the first Service Order Form and will remain in effect until all Service Order Forms have expired or been terminated.
7.2. Termination for Cause
Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.
7.3. Effect of Termination
Upon termination of this Agreement, Provider’s access to the Services will be terminated. Each party will return or destroy all Confidential Information of the other party.
8. Warranties and Disclaimers
8.1. Warranties
Tile Health warrants that the Services will be performed in a professional and workmanlike manner.
8.2. Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND TILE HEALTH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Indemnification
Each party will indemnify, defend, and hold harmless the other party from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to a breach of this Agreement by the indemnifying party.
10. Limitation of Liability
IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY PROVIDER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED.
11. Miscellaneous
11.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
11.2. Entire Agreement
This Agreement, including all Service Order Forms and the BAA, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
11.3. Assignment
Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety, without the consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
11.4. Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.