Talkingvet® — Services Agreement

This Services Agreement (this “Agreement”) is entered by and between Business Technology Insight, LLC DBA Talkingvet (Also known as Business Technology Insight, LLC), a Florida LLC and the Client for Talkingvet. Business Technology Insight, LLC and Client may also each be referred to herein individually as a “Party” and collectively as the “Parties.” The effective date (the “Effective Date”) of this Agreement shall be the date on which this Agreement is fully executed by the Parties.

WHEREAS, Business Technology Insight, LLC is in the business of providing Internet-based dictation, ambient AI scribing, call transcription, and related voice and text processing services, which Client desires to obtain.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1.0 Definitions

Wherever used in this Agreement with initial letters capitalized, the following terms (and any conjugations thereof) will have the following specified meanings.

1.1 “Change of Law” shall mean (i) any new legislation enacted by the government in Florida; (ii) any new law, rule, regulation, guideline, or new development or interpretation passed, issued or promulgated by any federal or provincial governmental agency or by any government, commercial or other third party payor; or (iii) any order or decree issued by any judicial or administrative body.

1.2 “Confidential Information” means any information disclosed pursuant to this Agreement, either orally or in written, graphic, machine readable or other tangible form, unless indicated otherwise, including, without limitation, all Voice Files, Transcripts, and AI-generated notes and summaries.

1.3 “Data Center” means the hosted environment managed by Business Technology Insight, LLC which houses hardware and software that is required to provide the Client with access to Talkingvet. This data center is located on AWS.

1.4 “Talkingvet” means Business Technology Insight, LLC’s web-based dictation and transcription management system, which is hosted at the Data Center.

1.5 “User Guide” means Talkingvet guide provided by Business Technology Insight, LLC to Client containing guidance on how to enjoy maximum performance from the Services.

1.6 “Scope of Work (SOW)” means a document created by Business Technology Insight, LLC in conjunction with the Client to quantify and clarify the implementation work to be performed as part of this agreement.

2.0 Services

2.1 Business Technology Insight, LLC Talkingvet covenants and agrees to make available to Client the Services set forth on Schedule A attached to this Agreement.

2.2 Software as a Service License. Through the use of software applications (the “Applications”) hosted on Talkingvet and made available by means of the Internet, Client shall have the ability to access Talkingvet consistent with the Services described in this Agreement. Subject to the terms and conditions of this Paragraph 2.3 and contingent upon payment by Client of the fees set forth on Schedule B, Business Technology Insight, LLC hereby grants to Client for the term of this Agreement a non-transferable, non-exclusive limited right of access to, and use of, the Applications.

2.3.1 Client’s Obligations. With respect to its use of the Applications, Client, at its own cost and expense, shall:

1. not permit any person or entity, other than the authorized personnel of the Client or a third party authorized by Client, to use or gain access to the Applications and shall provide reasonable security devices to protect against unauthorized usage;
2. not adapt the Applications in any way or use it to create a derivative work (other than reports that are transcribed or edited using the Applications); and
3. not remove, obscure, or alter Talkingvet proprietary notices, trademarks, or other proprietary rights notices affixed or contained in the Applications.

2.3.2 Ownership. The Applications are the exclusive property of Business Technology Insight, LLC Talkingvet, which shall retain all right, title and interest in and to the Applications, including, without limitation, the intellectual property rights and any other rights under US and international copyright, patent, trademark, trade secret and other law.

2.3.3 Use of Application by Client Personnel or Third Parties Authorized by Client. Client acknowledges and agrees that Business Technology Insight, LLC shall not be liable for the misuse (including but not limited to unauthorized disclosures) of Confidential Information by Client or any authorized third party given access to the Applications by Client.

3.0 Client Responsibilities

3.1 Client shall assume primary responsibility for the optional transmission and integration of demographic information into the Services. Client shall communicate to Business Technology Insight, LLC the method and product(s) which Client intends to use to effect such transmission and integration. Business Technology Insight, LLC, in turn, agrees to publish for the Client a specification by which admission, discharge, transfer (“ADT”) information can be transmitted into the Services and by which Transcripts can be uploaded back into Client’s information system(s). Business Technology Insight, LLC will provide such specifications to Client at no charge. If Client requests that Business Technology Insight, LLC provide additional system integration services, Business Technology Insight, LLC will provide a price quotation for such work on a job-by-job basis. Integration services shall at all times be represented as a separate line item charge, non-inclusive of training and set-up fees and pre-payment of transaction charges.

3.2 Client shall provide adequate connectivity bandwidth to permit Users to access the Services. Client recognizes and agrees that different connectivity levels will result in different performance levels for end users. Client is required to support its own Internet, Intranet, and firewall issues. Business Technology Insight, LLC personnel are only responsible for issues residing in the Data Center or connectivity issues that result from the Data Center. Business Technology Insight, LLC personnel are not required to support Client with general Internet outages or technical issues.

3.3 Client shall provide full support for all Client workstations that are utilized by users of the Services. Business Technology Insight, LLC will not support Client hardware or software at any time.

3.4 Client will provide reasonable access to and cooperation with Business Technology Insight, LLC to assure a successful implementation of the Services. Prior to the commencement of Services, Client and Business Technology Insight, LLC may be required to enter into a Client Project Plan outlining, among other things, the Client implementation plan and Scope of Work depending on the scope of the implementation.

3.5 Business Technology Insight, LLC will register all users and, after completion of the implementation phase, Business Technology Insight, LLC will administer all moves, adds and changes to the Users unless other arrangements have been made.

3.6 Business Technology Insight, LLC will maintain all responsibility for managing report turnaround, job tracking and other workflow management or administrative work functions unless other arrangements have been made. Business Technology Insight, LLC will have access to statistics required to reconcile billing as needed.

3.7 Client will maintain all responsibility for document distribution after completed Transcriptions are awaiting download on Talkingvet.

3.8 Client shall provide its clerical and/or administrative staff with, or ensure that the transcription staff of its authorized third parties have, the minimum standard equipment, as determined by Business Technology Insight, LLC, to utilize the Services.

3.9 When dictation originates from recording systems residing at Client’s site that are approved by Business Technology Insight, LLC, Client will upload Voice files to Talkingvet in accordance with the procedures, specifications, and/or delivery tools that are published by Business Technology Insight, LLC.

3.10 Client (or Client’s designated representative) will provide First Level Client support to Users of the Services, including transcription staff or the transcription staff of any authorized third party; provided that Client must notify Business Technology Insight, LLC in writing of any such authorized third party. Only authorized technical or managerial staff will have access to Second Level support. In the event of complex problems that cannot be answered by a trained Client staff member, Client may invoke Business Technology Insight, LLC’s Second Level support facilities.

4.0 Business Technology Insight, LLC Obligations

4.1 Business Technology Insight, LLC shall provide the Services in accordance with the Service Levels for Client’s Workload and/or Requirements.

4.2 Business Technology Insight, LLC shall provide support as needed to the Client throughout the term of the agreement as set in Schedule A.

5.0 Payment

5.1 Client will pay Business Technology Insight, LLC in accordance with the pricing and payment terms set forth.

5.2 Invoices will be generated and delivered to the Client Monthly or Annually, as determined by said subscription.

5.3 Payment is due and payable within thirty days after the invoice date. All amounts that are not paid by Client when due shall be subject to a late charge equal to one percent (1%) per month until paid, or, if less, the maximum amount allowed by applicable law. In the event that any amount due hereunder is not paid within thirty (30) days after the invoice date, Business Technology Insight, LLC reserves the right to suspend Services until such delinquency is corrected and may terminate this Agreement upon expiration of the cure period set forth in Section 9.2.

5.4 If, in the event Client terminates this Agreement or is in default of this Agreement for non-payment prior to the end of the Initial Term or any Renewal Term, Client shall be obligated to pay for the use of all Services through the date of termination.

6.0 Warranty; Disclaimer of Liability

Business Technology Insight, LLC warrants that the Services will be performed in a professional and workmanlike manner in material compliance with the Service Levels specified on Schedule A. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND BUSINESS TECHNOLOGY INSIGHT, LLC HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Business Technology Insight, LLC warrants and agrees that any software provided pursuant to the Services will be free of any and all computer viruses and that Business Technology Insight, LLC has taken all reasonable steps to ensure that such software is free from such viruses. In the event Business Technology Insight, LLC becomes aware of any such viruses and/or destructive routines, Business Technology Insight, LLC will provide notice to Client and immediately make available assistance and corrections to such software and any affected parts of Client’s computer system as a result of such viruses and/or destructive routines.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT SHALL BUSINESS TECHNOLOGY INSIGHT, LLC BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL BUSINESS TECHNOLOGY INSIGHT, LLC’S LIABILITY HEREUNDER EXCEED THE PAYMENTS RECEIVED BY BUSINESS TECHNOLOGY INSIGHT, LLC UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

7.0 Relationship of the Parties

7.1 The Parties agree that nothing shall prevent Business Technology Insight, LLC from providing services that are identical or similar to the Services to any other party or entity. Similarly, nothing shall prevent Client from using services from another vendor that are similar to the Services offered by Business Technology Insight, LLC.

7.2 The Parties are independent contractors, and this Agreement will not be construed to create or evidence a partnership, joint venture, agency or franchise relationship between them. Neither Party will represent itself to be a partner, agent or franchisee of the other or enter into an agreement or assume liability on behalf of the other or in the other’s name.

7.3 Business Technology Insight, LLC and/or its licensors, as appropriate, retain all right, title, and interest in and to the Services and copyrights and trademarks associated with the Services, but shall not have any right, title or interest in Client’s Confidential Information.

7.4 Client, and its end user customers, retain all right, title, and interest in and to the Voice Files, Transcripts, and AI-generated notes and summaries. Business Technology Insight, LLC is entitled to derive and use aggregated, de-identified statistics related to the Voice Files, Transcripts, and AI-generated outputs, including but not limited to, the use of such statistics for improvement of the Services. Such statistics shall not be deemed to be Confidential Information.

7.5 All intellectual property rights in the Services, including refinements to the Services made with the active involvement of the Client, shall vest in Business Technology Insight, LLC. Except as expressly provided herein, each Party shall retain all rights, title and interest in and to its Confidential Information, patent rights, copyrights, trademarks and trade names, designs, drawings, formulas or other data, photographs, literature, and sales aids of every kind provided or used hereunder, and no licenses to any of the foregoing shall be implied.

7.6 Neither party shall have the right to issue press releases or other advertising, marketing or publicity (including without limitation the Internet or any online method) regarding this Agreement or the relationship between the parties without prior written approval of the other Party’s official marketing representative, which shall not be unreasonably withheld.

8.0 Confidentiality

8.1 Each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except as set forth herein, and shall use commercially reasonable efforts not to disclose such Confidential Information to any third party, except as permitted under this Agreement. Without limiting the foregoing, each of the parties shall use at least the same degree of care that it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement. Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information. For purposes of this Agreement, all Voice Files and Transcripts shall be deemed to be Confidential Information. Client shall be responsible for ensuring the compliance by all of its personnel, and authorized third parties given access to the Applications by Client, with the confidentiality provisions of this Section 8.

8.2 Notwithstanding the foregoing, neither Party shall have liability to the other with regard to any use or disclosure of Confidential Information of the other which the receiving Party can prove: (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving Party; (b) was known to the receiving Party, without restriction, at the time of disclosure; (c) is disclosed with the prior written approval of the disclosing Party; (d) was independently developed by the receiving Party without any use of the Confidential Information; (e) became known to the receiving Party, without restriction, from a source other than the disclosing Party, without breach of this Agreement by the receiving Party and otherwise not in violation of the disclosing Party’s rights; (f) is disclosed generally to third parties by the disclosing Party without restrictions similar to those contained in this Agreement; or (g) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving Party shall provide prompt notice thereof to the disclosing Party to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

8.3 To the extent required by the provisions of any provincial or federal statute or regulations now in force or which may hereafter be in force, Business Technology Insight, LLC agrees to maintain the confidentiality of any Confidential Information obtained from Client pursuant to this Agreement. Client understands and agrees that Business Technology Insight, LLC provides Internet-based dictation, ambient AI scribing, call transcription, speech recognition, and related voice and text processing services, and is not in the business of maintaining original records by or for Client, and that data maintained by Business Technology Insight, LLC is a copy only.

8.4 Upon expiration or termination of this Agreement, each Party shall return all tangible Confidential Information received from the other Party.

8.5 Business Technology Insight, LLC will maintain a log of all activities of access to files by the Client. This log will be maintained for a period of 180 days during an active term and if the agreement is terminated, Business Technology Insight, LLC will provide the full contents of the log to the Client. Client will have access to those logs from Talkingvet.

8.6 None of the voice files nor created text files will ever reside on an external workstation or storage device of Business Technology Insight, LLC employees.

8.7 Any Administrators who may access the Client’s information will have an Information Managers agreement in place with Business Technology Insight, LLC, who will in turn have an Information Managers agreement in place with the Client.

9.0 Term and Termination

9.1 This Agreement shall be effective for the Term specified on Schedule B attached hereto, unless terminated earlier pursuant to the provisions of Section 9.2.

9.2 If either Party materially defaults in the performance of any provision of this Agreement, the non-defaulting Party may give written notice to the defaulting Party by providing thirty (30) days to cure the default. If the non-defaulting Party gives such notice and the default is not cured within the thirty (30) day period, the non-defaulting Party, in its sole discretion and in addition to any other rights, may choose to terminate this Agreement at the end of that period.

10.0 General

10.1 This Agreement shall be governed by and interpreted in accordance with the laws of Florida, without reference to conflict of law provisions.

10.2 No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on either Party unless the same shall have been mutually assented to in writing by both parties.

10.3 This Agreement may not be assigned by Client without the express written consent of Business Technology Insight, LLC and any attempted assignment without such consent shall be void. This Agreement shall be binding upon and shall be for the benefit of the Parties hereto and their respective permitted successors and assigns.

10.4 All disputes, claims, and/or requests for specific contractual performance, or other equitable relief, or damages or any other matters in question between the parties arising out of this agreement shall be submitted to binding arbitration.

10.5 Neither party shall be responsible for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control.

10.6 If any of the provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted.

10.7 The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.

10.8 Any notice required or permitted by this Agreement shall be in writing and shall be deemed given at the time it is deposited by Post Mail, postage prepaid, certified or registered mail, return receipt requested, overnight courier or by facsimile transmission addressed to the party to whom it is to be given:

Business Technology Insight, LLC
5865 Elizabeth Ann Way
Fort Myers, FL 33912
Attn: Paul A. Messino, Owner

10.9 Notwithstanding any other provision in this Agreement, if there occurs any Change of Law involving the transmission, transcription, or use of Confidential Information which results in a material adverse effect on the legitimate expectations of either party at the time such party entered into this Agreement, both parties agree to cooperate in making reasonable revisions to this Agreement to the minimum degree necessary in order to enable this Agreement, as revised, to fulfill, to the maximum extent possible, the legitimate expectations of both parties. If the parties are unable to agree in making such revisions within thirty (30) days, then either party may terminate this Agreement upon giving the other thirty (30) days notice of termination.

10.10 The terms and conditions contained herein, including all schedules and exhibits attached hereto, constitute the entire agreement between the parties and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.