Galileo Business Terms and Conditions
Galileo Business Terms and Conditions
Last Updated: August, 2020
These Galileo Enterprise Terms and Conditions (the “Terms”) are entered into between and among Galileo, Inc. (“Galileo”) and Galilea Medical Group, PA (the “Medical Group”), and the entity ordering and paying for the services (“Customer”). Customer shall procure its subscription through an enterprise sales proposal (“Enterprise Sales Proposal”) for the benefit of its eligible employees and their eligible dependents over 18 years old (each a “User”), effective as of the date Customer and Galileo execute such Enterprise Sales Proposal (“Effective Date”). These Terms govern Customer’s purchase of the right to access the Program on compatible mobile devices, and, together with the applicable Enterprise Sales Proposal(s), constitute the entire agreement between Galileo, Medical Group, and Customer regarding the subject matter contained herein (the “Agreement”). In the event of any conflict between these Terms and an Enterprise Sales Proposal, the terms set forth in the Enterprise Sales Proposal shall control.
1. Program. Galileo provides a mobile application through which Users may access comprehensive clinical care directly through their mobile devices. Medical Group’s physicians and other qualified healthcare professionals (the “Providers”) will deliver telehealth consultations and messaging to Users through synchronous and asynchronous modalities through the application (the “Program”).
2. Customer Responsibilities. 2.1. Customer acknowledges and represents that (i) the Program may be part of the medical benefit plan or similar program that Customer provides or offers for the benefit of Customer’s employees and their dependents (the “Customer Medical Plan”), and (ii) Customer is solely responsible for complying with the Employee Retirement Income Security Act (“ERISA”), the Patient Protection and Affordable Care Act (“PPACA”), and other applicable law governing the Customer Medical Plan, including, without limitation, any such provisions or rules relating to annual or lifetime benefit limits, preventive care, maximum out-of-pocket or cost-sharing restrictions, continuation coverage requirements, HIPAA privacy, wellness regulations and any required coordination of the benefits provided through the Program with the benefits otherwise available under Customer Medical Plan. 2.2. Customer acknowledges and represents that the signatory of the Enterprise Sales Proposal has the authority to enter into this Agreement. 2.3 Customer shall submit a user-level file of Eligible Participants (as defined in the Enterprise Sales Proposal) (the “Eligibility File”) to Galileo on a monthly basis in accordance with the Enterprise Sales Proposal.
3. Galileo and Medical Group Responsibilities. 3.1. Galileo will provide and grant to Customer a non-exclusive, non-transferable, limited license to use materials developed or provided to Customer by Galileo related to the Program, its marketing, implementation and use (“Program Content”). 3.2. Medical Group will maintain reasonable procedures to confirm Providers are duly licensed and qualified to practice their respective professions in the state where the telehealth consultations are provided and are technologically proficient and trained in telehealth consultations. 3.3. Medical Group will prepare and maintain medical records in accordance with all applicable law. All medical records generated by the Program shall be the property of the Medical Group.
5. Payment Terms. Customer will pay the Medical Group in full the fees specified in the Enterprise Sales Proposal. Recurring fees are calculated on a per Employee per calendar month basis (“PEPM Fees”), and are based on the Eligible Participant count in the latest Monthly File. Galileo shall invoice Customer for PEPM Fees and any additional fees listed on the Enterprise Sales Proposal on a monthly basis and Customer shall pay such PEPM Fees and additional fees within thirty (30) days of the invoice date. Without limiting Galileo’s remedies under this Agreement or the law, if Customer fails to timely remit the Monthly File, then Galileo shall use the Monthly File from the immediate prior month to calculate the PEPM fees, and in the event that such invoiced fees are less than they would have been had they been calculated pursuant to the current Monthly File, then Galileo may include such unbilled fees in one or more future invoices. All payment shall be made via credit card, ACH or wire. Any amount not paid within 30 days from the date of invoice shall become subject to a finance charge equal to a simple rate of interest that is calculated on a daily basis and at a rate that is the lesser of (a) one and one-half percent (1.5%) and (b) the highest rate permissible under applicable law. By providing payment information to Galileo, Customer represents and warrants that it is authorized to use the payment method and that Customer authorizes the Medical Group (or its third-party payment processor) to charge Customer’s payment method each month during the term for the total amount of Customer’s purchase. If Customer’s payment method cannot be verified, is invalid, or is otherwise not acceptable, Customer’s and Users’ access to the Program may be suspended or canceled. Customer must resolve any payment method problems before Galileo grants Customer and its Users with access to the Program. In addition, failure to pay as set forth in this section and the Enterprise Sales Proposal shall provide Galileo with the right to terminate this Agreement consistent with Section 7 below.
6. Publicity. Other than as provided in this Agreement, neither Customer nor Galileo will use for publicity, promotion or otherwise, any logo, name or mark of the other party without that party’s prior, written, express consent. Notwithstanding the foregoing, Galileo may identify Customer as a user of the Program, and Customer may identify Galileo as its virtual care platform. The Parties may publicly announce they have entered into this Agreement, but neither shall disclose the specific terms of this Agreement (including pricing) to any third party.
7. Term and Termination. Unless as otherwise specified in the Enterprise Sales Proposal, the initial term of this Agreement shall be one (1) year, commencing on the Effective Date (“Initial Term”). Upon the conclusion of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”), unless Customer or Galileo provides written notice to the other of its intent to not renew the Agreement at least sixty (60) days prior to the end of the then-current term. Either party may terminate this Agreement for cause upon material breach by the other party, provided that such material breach continues uncured for thirty (30) days after receipt by the breaching party of written notice from the other party specifying such breach. A material breach includes but is not limited to Customer’s failure to make payment as set forth in Section 5.
8. Confidentiality. Any information that is marked by the disclosing party as “Confidential” or which a reasonable person would assume to be confidential or proprietary given the terms of its disclosure shall remain the sole property of the disclosing party. Neither party shall disclose, use, modify, copy, reproduce or otherwise divulge Confidential Information of the other, except as required by law or in furtherance of the relationship between the parties. This obligation shall not apply (a) to materials the recipient already knows, receives from a third party without any obligation of confidentiality or independently develops or (b) to the extent disclosure is required by operation of law or court or governmental order.
9. Intellectual Property. Customer acknowledges that all materials relating to the Program (including, without limitation, Program Content) that are developed by or on behalf of Galileo or Medical Group, and all trade names, marks, trademarks, and logos that are used by Galileo, are the unique intellectual property of Galileo (the “Intellectual Property”), even if Customer or its employees or contractors may have contributed or joined in the development of the Intellectual Property, and shall remain the sole and exclusive property of Galileo. Galileo shall exclusively own and retain all right, title and interest in and to the Intellectual Property. Customer agrees that: (A) Customer will not duplicate the Program in any format that would, in whole or in part, reverse-engineer, infringe upon the intellectual property rights of Galileo, and will not use or disclose the Intellectual Property in any manner other than pursuant to this Agreement; (B) Customer and its employees, directors, officers, agents, owners, successors and assigns shall maintain the confidentiality of any non-public Intellectual Property disclosed to Customer by Galileo; and (C) Upon termination of this Agreement, Customer shall return to Galileo all Intellectual Property in its possession, custody, or control.
10. Cooperation and Future Assurances. The parties agree to reasonably cooperate to facilitate and carry out the parties’ mutual intentions under this Agreement, and each of the parties shall, from time to time at the request of the other party, furnish the other party such further information, execute and deliver such additional documents and instruments, and take such other actions and do such other things as may be reasonably necessary to carry out the provisions of the Agreement.
11. Disclaimer and Limitations. THE PROGRAM SOFTWARE IS PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. GALILEO DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GALILEO DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. EXCEPT FOR BREACHES OF INTELLECTUAL PROPERTY, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EACH PARTY’S AGGREGATE AND CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL GALILEO OR MEDICAL GROUP BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH GALILEO’S OR MEDICAL GROUP’S PERFORMANCE UNDER THIS AGREEMENT, OR USE OF OR INABILITY TO USE THE PROGRAM SOFTWARE, OR FOR ANY CLAIM BY ANY USER OR OTHER PARTY, EVEN IF GALILEO OR MEDICAL GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Miscellaneous. Notices. All notices shall be in writing, delivered personally, by certified or registered mail, return receipt requested, or by overnight courier or by email, and shall be deemed to have been received when delivered in person or as of the date recorded on a signature card or similar proof of receipt, or electronically confirmed if delivered by email, to the address on the signature blocks at the end of this Agreement. Relationship of the Parties. Galileo and Customer are, and shall at all times function as, independent contractors under this Agreement. Assignment; Binding Effect. Customer may not assign or transfer this Agreement without the prior written consent of Galileo, such consent shall not be unreasonably withheld. Galileo may assign or transfer this Agreement, and/or any of its rights, duties, or obligations hereunder to any entity that is an affiliate or subsidiary of Galileo or any successor organization assuming a controlling interest in Galileo or its assets. Governing Law; Dispute Resolution. The Agreement, and all disputes arising under or relating to this Agreement, shall be governed by New York law, specifically excluding any choice-of-law principles. The exclusive forum and venue shall be the State or District Court of New York unless such action cannot by law be brought in such forum, in which case the venue required by law shall govern. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. Severability. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or unenforceability of any other term(s) or provision(s). Waiver. No waiver, including any waiver of breach, shall be valid unless in writing and signed by the Parties. Survival. The following sections shall survive expiration, nonrenewal, or termination of this Agreement: Sections 7 through 12.