Terms of Service

(a) Services. The Customer hereby retains HealthTech IT to perform the above listed services (collectively the “Services”) on behalf of the Customer. HealthTech IT may use subcontractors and consultants to perform some of the Services.

(a) As full consideration for the provision of the Services, Customer shall pay HealthTech IT fees (the “Fees”), which Fees shall be paid in the following terms:

• 40% due upon signing
• 50% due upon delivery
• 10% due upon completion

(b) Any amounts due to HealthTech IT not paid by Customer when due shall be subject to interest charges, from the date due until paid, at the rate of one percent (1%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts from Customer becomes past due for any reason, HealthTech IT may at its option and without further notice withhold further Services until all amounts owed have been paid in full, and such withholding of Services shall not be considered a breach or default of any of HealthTech IT's obligations under this Agreement.

(c) Expenses. Customer shall pay HealthTech IT for the reasonable expenses including, but not limited to, out of pocket travel and living expenses, incurred by HealthTech IT and its personnel in connection with its performance of the Services (the “Expenses”).

(a) Ownership of Work Product. This is not a work-for-hire agreement. The copyright in all deliverables created hereunder for Customer shall belong to HealthTech IT. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented or reduced to practice in the performance of the Services hereunder are and shall remain the sole and absolute property of HealthTech IT, subject to a worldwide, non-exclusive license to Customer for its internal use as intended under this Agreement.

(a) Warranty. The Services to be performed hereunder are in the nature of professional services and installation. HealthTech IT does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. HealthTech IT warrants that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices.

(b) Limitation of Warranty. THE WARRANTY SET FORTH IN THIS SECTION 4 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. HEALTHTECH IT DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. CUSTOMER'S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.

The Parties acknowledge that pursuant to the performance of this Agreement, one Party may disclose to the other confidential and/or sensitive information (“Confidential Information”). “Confidential Information” shall mean all information disclosed by the disclosing Party to the receiving Party during the Term of this Agreement which is non-public and either proprietary or confidential in nature and related to the disclosing Party's business or activities.

The receiving Party shall maintain the Confidential Information in strict confidence and limit disclosure to only its employees, subcontractors, consultants and representatives who have a need to know such information to perform its obligations under this Agreement. The receiving Party shall protect the other's Confidential Information by using the same degree of care it uses to protect its own information of a like nature, but no less than a reasonable degree of care. The term of confidentiality shall be three (3) years from the initial date of disclosure of the Confidential Information.

By opting into the SMS program provided by HealthTech IT, you agree to receive recurring text messages to the phone number you provided. These messages may include updates, notifications, and alerts.

Opt-In Consent: Your participation in our SMS service requires explicit one-to-one consent. This means that by opting in, you consent to receive messages from HealthTech IT only.

Message Frequency: The number of messages you receive will vary but will not be more than 2 messages per day unless there is a notification event. Message and data rates may apply depending on your mobile carrier and plan.

Opt-Out Process:You can opt out of receiving SMS messages from HealthTech IT at any time by replying with the word “STOP” to any text message you receive from us. For assistance, reply “HELP” for further instructions or contact our support team at hello@healthtechit.com or 855-204-1011.

(a) IN NO EVENT SHALL HEALTHTECH IT BE LIABLE UNDER THIS AGREEMENT TO THE CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. HEALTHTECH IT'S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO HEALTHTECH IT UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

(b) NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

HealthTech IT shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accidents, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, acts of God, pandemics, epidemics, local disease outbreaks, scarcity or rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, in addition to any and all events deemed to render performance of the Agreement impracticable or impossible under the law.

This Agreement will commence as of the Effective Date and will terminate on the completion of the Services, unless earlier terminated in accordance with the provisions of this Agreement.

(a) Termination for Breach. Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured for fifteen (15) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period. In addition, HealthTech IT shall have the right to terminate this Agreement at any time with or without cause by giving thirty (30) days prior written notice to Customer.

(a) This Agreement will be governed by and interpreted in accordance with the laws of the State of California, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in California, Los Angeles. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.

(b) Collection Expenses. If HealthTech IT incurs any costs, expenses, or fees, including reasonable attorney's fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Customer agrees to reimburse HealthTech IT for all such costs, expenses and fees.

All notices or other communications required under this Agreement shall be in writing and shall be deemed effective when received and made in writing by either (i) e-mail, (ii) hand delivery, (iii) registered mail, (iv) certified mail, return receipt requested, or (v) overnight mail, addressed to the Party to be notified at the address set forth in the signed agreement.

This Agreement, and any exhibits attached hereto, is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party.

HealthTech IT, Inc.
A 1Above Technology LLC Company
Email: hello@healthtechit.com
Phone: 855-204-1011