This Master Services Agreement (this “MSA”) governs the use by a Customer of the Services provided by Retriever Medical/Dental Payments, LLC d/b/a Rectangle Health, with its principal place of business at 115 East Stevens Avenue, Suite 300
Valhalla, NY 10595 USA (“Rectangle Health”).
Capitalized terms have the definitions set forth in this MSA. Rectangle Health and Customer may each individually be referred to in this MSA as “Party” or jointly as “Parties.”
WHEREAS Rectangle Health is the provider of practice management, patient payment, hosted software offerings and other services and the Customer wishes to obtain access to the same under the terms of this MSA; and
WHEREAS the Parties desire that this MSA serve as a master agreement between them for the purposes of any attached Order (as defined below) and subsequent Orders that Customer may place with Rectangle Health or a Partner, from time to time.
NOW, THEREFORE, in consideration of the foregoing recitals and mutual promises and covenants hereinafter set forth, the Parties agree to the terms hereof and cause this MSA to be executed and effective as of the date of last signature below (the “Effective Date”).
The Customer will accept this MSA by executing an Order that references this MSA. If the individual accepting this MSA is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to the terms and conditions of this MSA, in which case the term “Customer” shall refer to such entity and its affiliates. If the individual accepting this MSA does not have such authority or does not agree with the terms and conditions of this MSA, such individual must not accept this MSA and may not use the Services.
Means any and all applicable local, state, national, and foreign laws, regulations, ordinances, and orders of governmental authorities having jurisdiction, and any operating rules and regulations of any applicable payment networks or associations.
Means any information, data, trade secrets, know-how, directly, or indirectly, in writing or orally or by inspection of samples, equipment or facilities, including but not limited to past, present and future research, products, product plans, services, services documentation (in whatever form or media provided) customers, customer lists, user data, revenue, markets, software developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration, marketing, marketing materials, financial or other business information, the financial terms of this MSA, and information protected under various laws and regulations, including patient data (whose treatment should be memorialized in a separate Business Associate Agreement (“BAA”)).
Means any data of any type that is submitted by or on behalf of Customer to the Services for use on a platform or storage in a data repository in the course of using the Services
Means all Customer Data relating to an identified or identifiable natural person, household or device.
Means the user guides, online help, and release notes, provided or made available by Rectangle Health to Customer regarding the use or operation of the Services.
Means a list of fees and charges under this MSA, as set forth in an applicable Order.
Means the order, schedule, quotation, statement of work, or other document(s) by which Customer orders any of the Services pursuant to this MSA.
Means all technical and non-technical professional services identified in an Order and performed or delivered by Rectangle Health under this MSA, consisting solely of implementation services, implementation support, best practices consultations, integration efforts, and training and education services, in each case which are provided on a non-work for hire basis and documented in statements of work mutually agreed to by the parties. For purposes of clarity, Other Services does not include the SaaS Services or the Payment Services (as defined herein).
Means a reseller or distributor that has an agreement with Rectangle Health that authorizes it to resell the any of the Services.
Means the Services offered by Rectangle Health as merchant services, as identified in an Order.
Means, if applicable to the SaaS Services to which a Customer has subscribed, a virtual machine that connects Customer’s target Sources using public APIs, connectors, and integrations to the SaaS Services. If applicable, Required Software will be identified in the relevant Documentation.
Means the specific Rectangle Health internet-accessible software-as-a-service offering identified in an Order and hosted by Rectangle Health, its affiliates or service providers and made available to Customer over a network on a term-use basis, as further described in Exhibit A.
Means any unauthorized access or disclosure, or accidental loss, misuse, destruction, acquisition of, or damage to Sensitive Data for which a Party has responsibility, that has occurred, or that is or may impact performance or receipt of services or obligations under this MSA to the other Party.
Means any and all state, federal and industry laws and regulations relating to protection and privacy of Sensitive Data, as defined herein, including without limitation all security protocols, advisories, standards and guidelines promulgated from time to time by the payment networks, and the Payment Card Industry Data Security Standard (PCI-DSS).
Means any data, including Customer Data, that constitutes sensitive personal data or like terms under applicable data privacy laws, intellectual property, proprietary business models, and any data which may be subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, the PCI-DSS, or similar laws, including social security or other government-issued identification numbers, medical or health information, account security information, individual financial account information, credit/debit/gift or other payment card information, account passwords, individual credit and income information.
Means the SaaS Services, the Payment Services and the Other Services that Rectangle Health provides at present and in the future.
Means, if applicable to the SaaS Services, a Customer-managed target system for reading data from and, if supported by the specific system, writing changes to user accounts. The connection to a target system can be managed via a direct connector or a flat file.
Means that period(s) specified in an Order during which Customer will have access to and use of the Services, as the same may be renewed or extended in accordance with the applicable Order.
Means an entity engaged by Customer that provides Customer with certain third-party services that are integrated with the Services and which Customer may access via the Services. Rectangle Health will not be a party to any agreement Customer may have with the Third-Party Service Provider and is not a provider of any such services.
Means all common law or registered trademark(s), service mark(s), trade name(s) and trade dress rights and/or similar or related rights under any laws of any country or jurisdiction, including but not limited to the United States of America whether existing now or hereafter adopted.
Means an employee or independent contractor of Customer that Customer authorizes to use the SaaS Services on Customer’s behalf.
Rectangle Health will maintain administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data, including measures designed to prevent unauthorized access, use, modification, or disclosure of Customer Personal Data. With respect to the Services, Rectangle Health will operate in conformance with the physical, technical, operational, and administrative measures and protocols regarding data security that are set forth in any applicable report or received from its third-party auditors.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, in no event shall RECTANGLE HEALTH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS MSA exceed the amount of fees paid or payable by Customer under the Order giving rise to the claim for the TWELVE (12) months preceding the event giving rise to the claim. the foregoing limitation shall apply whether an action is in contract, tort, or otherwise and regardless of the theory of liability.
Notwithstanding the limitations set forth in THIS section, CUSTOMER DOES exclude Nor limits its liability for its:
To the maximum extent permitted by APPLICABLE law, in no event shall RECTANGLE HEALTH or its licensors be liable to anyone for any indirect, punitive, special, exemplary, INCIDENTAL, or consequential damages, including (by way of example and not an exhaustive list), loss of profits, loss of data, BUSINESS INTERRUPTION, loss of use, or other commercial damages or losses arising out of or in any way connected with this MSA, however caused and whether in contract, tort, or otherwise and regardless of the theory of liability and whether or not the OTHER party has been advised of the possibility of such damages or losses.
THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES STATED HEREIN WILL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. BOTH PARTIES HEREUNDER SPECIFICALLY ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES STATED HEREIN ARE REFLECTED IN THE PRICING AND BUT FOR SUCH LIMITATIONS AND EXCLUSIONS, RECTANGLE HEALTH WOULD NOT HAVE MADE THE SERVICES AVAILABLE TO CUSTOMER.
This MSA is binding upon the Parties and their respective successors, representatives, and assigns. Neither Party may assign or transfer this MSA, by operation of law or otherwise, without first obtaining prior written consent of the other Party; provided, however, Rectangle Health may assign this MSA without such consent to a purchaser in the event of a merger or sale of all or substantially all of its assets.
Except as otherwise expressly permitted in this MSA, notices under this MSA shall be in writing and shall be deemed to have been given: (1) five (5) business days after mailing if sent by registered or certified U.S. mail, (2) when personally delivered, or (3) one (1) business day after deposit for overnight delivery with a recognized courier for U.S. deliveries (or three (3) business days for international deliveries). All notices shall be sent to the other Party at the address set forth on the first page of this MSA.
If the performance of this MSA or any obligation hereunder (other than obligations of payment) is prevented, delayed or restricted by reasons beyond the reasonable control of a Party, including acts of God, labor disputes or other industrial disturbances, fire, explosion, electrical or power outages, utilities or other telecommunications failures, earthquake, flood, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism (including cyber terrorism), war, computer related attacks or hacking, acts or omissions of Internet traffic carriers, acts or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the provision of the Services), the Party so affected shall be excused from such performance and liability to the extent of such prevention, delay or restriction
The parties agree that a material breach of Section 7 (Confidentiality) or Section 2.c (Restrictions) would cause irreparable injury to the non-breaching Party for which monetary damages alone would not be an adequate remedy, and therefore the non-breaching Party shall be entitled to equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.
This MSA together with the documents incorporated herein by reference contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous oral and written communications, representation, understandings, and agreements by the parties concerning the subject matter of this MSA. No terms, provisions or conditions contained in any Order that either Party may use in connection with the transactions contemplated by this MSA will have any effect on the rights or obligations of the parties under, or otherwise modify, this MSA. If there is any conflict between the terms of this MSA and any Order or similar ordering document with a Partner, the terms of this MSA shall control unless Rectangle Health and Customer expressly agree otherwise in the applicable Order or other document signed by both parties by specific reference to this section and the section(s) of this MSA that are modified. Where Rectangle Health is required to “click through” or otherwise accept any online terms as a condition to its provision or receipt of Services, such terms are not binding and shall not be deemed to modify this MSA. No modification, amendment, or waiver of any provision of this MSA will be effective unless in writing and signed by authorized representatives of both Parties hereto. Any failure to enforce any provision of this MSA shall not constitute a waiver thereof or of any other provision and a waiver of any breach of this MSA shall not constitute a waiver of any other or subsequent breach.
During the term of this MSA, Rectangle Health may include Customer’s name and logo in its customer lists, including on its website. To the extent Customer provides standard trademark usage guidelines, Rectangle Health shall use Customer’s name and logo in accordance with such guidelines.
Export laws of the United States and any other relevant local export laws apply to the Services. Customer agrees that such export laws govern its use of the Services (including technical data) and any materials provided under this MSA, and Customer agrees to comply with all such export laws. Customer agrees that no data, information, software programs, or other materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws. Each Party represents that it is not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and Customer will not access or use the Services in any manner that would cause either Party to violate any U.S. or international embargo, export control law, or prohibition.
The Parties have the status of independent contractors, and nothing in this MSA nor the conduct of the Parties will be deemed to place the Parties in any other relationship. Except as provided in this MSA, neither Party shall be responsible for the acts or omissions of the other Party or the other Party’s personnel. There are no third-party beneficiaries under this MSA.
This MSA will be deemed to be a contract made under the laws of the State of New York and will be construed in accordance with the laws of New York without regard to principles of conflicts of law. Any claim arising out of this MSA shall be exclusively litigated in the state or federal courts located in Westchester County, New York. Each Party irrevocably waives any rights to a trial by jury in any action or proceeding between them. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
If any term or condition of this MSA is held invalid or unenforceable by a court (or arbitrator) of competent jurisdiction, such term shall be reduced or modified by such court (or arbitrator) to the minimum extent necessary to make it valid and enforceable. If such term cannot be so modified, it shall be severed and the remaining terms of this Agreement shall be interpreted so as to give maximum validity and enforceability to this MSA.
Neither Party (1) has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this MSA, or (2) has made, paid, given, or agreed to make, pay, or give any bribe, kickback, payment, gift, or thing of value to any foreign government official or other person in violation of applicable laws related to the prevention of corruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (“Anti-Corruption Laws”) in connection with this MSA. Both Parties agree to comply with Anti-Corruption Laws in relation to this MSA. If either Party learns of any violation of the foregoing restriction, such Party will use reasonable efforts to promptly notify the other Party.
For purposes of interpreting this MSA, (1) unless the context otherwise requires, the singular includes the plural, and the plural includes the singular; (2) unless otherwise specifically stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this MSA as a whole and not to any particular section or paragraph; (3) the words “include” and “including” will not be construed as terms of limitation, and will therefore mean “including but not limited to” and “including without limitation”; (4) unless otherwise specifically stated, the words “writing” or “written” mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; and (5) the captions and section and paragraph headings used in this MSA are inserted for convenience only and will not affect the meaning or interpretation of this MSA.
The waiver by either Party of any default or breach of this MSA, or any obligation hereunder, shall be ineffective unless in writing and shall not constitute a waiver of any subsequent breach or default.
This MSA may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this MSA by facsimile or other electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart.
Each Party represents and warrants that it has the legal capacity and authority to enter into and perform its obligations under this MSA and that those obligations shall be binding without the approval of any other person or entity. Each person signing this MSA on behalf of a Party represents and warrants that they have the legal capacity and authority to sign this MSA on behalf of that Party.