Please read these terms and conditions carefully, as they contain important information about your rights and obligations. You can print out these terms and conditions by clicking on the print icon on your browser.

SOFTWARE: This Agreement pertains to the software known as Abyde™ in its current versions Abyde’s HIPAA Software for Medical Practices, Abyde’s OSHA Software for Medical Practices, and Abyde’s HIPAA Software for Business Associates (the “Software”), which encompasses all components including the web portal, modules, amendments, and updates that the Reseller is authorized to sell under the terms outlined by Abyde (“Licensor”). The Licensor, responsible for hosting and providing the Software, warrants its authority to grant the Reseller the rights to sell the License to end-users.

All rights, titles, and interests in the Software and accompanying Documentation, including all intellectual property rights, remain the exclusive property of the Licensor. This Agreement grants the Reseller a non-exclusive, non-transferable right to sell or distribute the Software to end-users. Any developments, updates, or maintenance performed by the Licensor, whether under this Agreement or separately, remain the sole intellectual property of the Licensor. The rights granted to the Reseller under this Agreement do not constitute a sale of the Software or Documentation and do not transfer any title or ownership in the Software, Documentation, or any related intellectual property rights to the Reseller.

The Reseller is obligated to:

1. The Reseller is obligated to market, sell, and distribute the Software exclusively in accordance with the guidelines and limitations set forth in these terms and conditions, as well as within the framework of the Reseller Agreement.

2. Ensure that the use of the Software by end-users complies with the terms of the end-user license agreement (EULA) provided by the Licensor.

3. Inform employees, subcontractors, and other agents involved in the selling or distribution of the Software about the terms of this reseller agreement.

4. Refrain from copying, reproducing, translating, adapting, modifying, or varying the Software without express consent from the Licensor (Abyde).

5. Not provide or make the Software available in any form to any third party not expressly authorized under this Agreement without written consent from the Licensor.

Abyde commits to providing the Reseller with necessary support and maintenance for the Software professionally and promptly during the term of this Agreement. However, Abyde is not liable for malfunctions or issues arising from compatibility problems with end-user’s operating environments.

FUTUR UPDATES AND VERSIONS: The Licensor reserves the right, at its sole discretion, to develop and provide software updates, upgrades, enhancements, or new versions of the Software. These developments are primarily aimed at error correction, enhancing functionalities, or introducing entirely new versions to improve overall performance and user experience.

To minimize disruption, these updates and new versions will be scheduled during periods of low activity and traffic, when feasible. The Licensor will make reasonable efforts to communicate forthcoming updates or upgrades to the Reseller in advance, allowing for adequate preparation and adjustment in the reseller’s operations. This ensures that both the Reseller and their clients can benefit from the latest software advancements with minimal inconvenience.

UPDATES INCLUDED IN VERSION: All updates that do not materially alter the functionalities or capabilities of the Software, typically referred to as patches or minor updates, are included within the scope of this agreement. These will be made available to the Reseller, and consequently to the end-users, at no additional cost as part of the ongoing support and maintenance services.

MAJOR UPGRADES OR NEW VERSIONS: Any major upgrades or new versions of the Software that significantly alter its functionalities, features, or capabilities, or that require a separate purchase as determined by the Licensor, are not covered under the existing reseller agreement. Access to such major upgrades or new versions may require the Reseller to enter into a new or separate agreement and may be subject to additional fees.

The Reseller is encouraged to distribute any updates to their end-users to ensure the optimal performance and security of the Software. While there is no obligation for the Reseller to install every update on behalf of the end-users, it is understood that certain updates may be essential for maintaining the functionality and security of the Software. The Licensor commits to providing reasonable notice of any such mandatory updates and will make every effort to minimize disruption to the Reseller’s operations and the end-user’s experience with the Software.

LICENSE TERM AND FEES: This Agreement grants the Reseller a non-exclusive, non-transferable right to sell subscriptions to the Abyde Software, hereafter referred to as “Abyde Software Subscription”. This includes the option to offer any additional modules associated with the Abyde Software that the Reseller may choose. The minimum commitment for reselling the Abyde Software Subscription is set at twelve (12) consecutive months, defined as the “Initial Term”. This Initial Term, together with any subsequent renewal terms mutually agreed upon, constitutes the “Term” of this Agreement. The Term officially begins upon Abyde’s confirmation of the Reseller Agreement’s execution and the Reseller’s acceptance of these Terms and Conditions.

The agreement to resell the Abyde Software Subscription will automatically renew for additional successive twelve (12) month periods unless the Reseller properly notifies Abyde in writing of their intention not to renew at least sixty (60) days before the end of the current Term. Should the Reseller decide to terminate the agreement prematurely, they remain liable for any outstanding fees applicable to the remainder of the current Term. Throughout the Term, Abyde commits to providing necessary support and maintenance services for the Software directly to the Reseller.

In cases of payment delinquency by the Reseller, Abyde reserves the right to assess a late fee of 18% per annum on amounts outstanding for more than thirty (30) days. Should delinquency exceed thirty (30) days, Abyde may terminate the Reseller’s rights to sell the Abyde Software Subscription and related services. Upon such termination, Abyde may impose a Reactivation/Data Recovery Fee for reinstating the Reseller’s services. This fee will not exceed 18% per annum of the annual fee for the Abyde Software Subscription plan initially provided to the Reseller. Reactivated Reseller accounts will then be subject to a new twelve (12) month commitment period for reselling from the date of reactivation.

MAINTENANCE AND SUPPORT: Abyde agrees to provide the following Software-related maintenance and support Services during the Term: (1) corrective maintenance, which includes reactive modifications to address functionality problems; (2) perfective maintenance, which includes reasonable services to enhance performance or maintainability; (3) preventive maintenance, which includes modifications to detect and address latent faults central to the Software functionality.

NOTIFICATION OF THIRD-PARTY CLAIMS: In the event that a third party initiates a claim, suit, or proceeding that might necessitate indemnification under the terms of this Reseller Agreement against the Reseller (the “Indemnified Party”), the Reseller must promptly inform Abyde (the “Indemnifying Party”) in writing. Upon receiving such notification, the Indemnifying Party has fifteen (15) days, or a shorter period if necessary to prevent prejudice in the matter, to decide whether to take over the defense, compromise, or settle the claim, suit, or proceeding at its own expense.

Should the Indemnifying Party choose to defend, compromise, or settle the third-party claim, suit, or proceeding, it will not be liable for any legal fees or other expenses incurred by the Indemnified Party, although the Indemnified Party retains the right to participate in the defense and may engage their own counsel at their own cost.

In managing any such third-party claim, suit, or proceeding, the Indemnifying Party is obliged not to consent to any judgment or enter into any settlement that adversely impacts the Indemnified Party without obtaining the latter’s explicit consent, particularly if the outcome involves more than the payment of money. Furthermore, the Indemnified Party is required to furnish the Indemnifying Party with all relevant information, assistance, and authority needed to assess, defend, compromise, or settle the third-party claim, suit, or proceeding.

LIMITATION OF LIABILITY: NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY IN THIS RESELLER AGREEMENT, ABYDE SHALL NOT BE LIABLE FOR ANY FINES, LOST REVENUE, LOST PROFITS, LOSS OF DATA, DAMAGES RESULTING FROM INACCURATE INFORMATION OR DOCUMENTATION PROVIDED BY THE RESELLER, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING FROM THE RESELLER’S SALE, DISTRIBUTION, OR USE OF THE SOFTWARE, OR INABILITY OF END-USERS TO USE THE SOFTWARE, EVEN IF ABYDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INFRINGEMENT INDEMNITY OBLIGATIONS AS SPECIFIED IN THIS AGREEMENT, ABYDE’S TOTAL LIABILITY TO THE RESELLER, WHETHER UNDER THEORIES OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO ABYDE BY THE RESELLER UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY TO ANY AND ALL LIABILITY OR CAUSE OF ACTION HOWEVER ALLEGED OR ARISING, AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

TERMINATION AND EFFECTS OF TERMINATION: After the Initial Term, the right to sell the Abyde Software Subscription will automatically renew for successive twelve (12) months terms unless the Reseller provides written notice to Abyde sixty (60) days prior to the end of the current Term. This can be done by emailing support@abyde.com. 

Subject to the Dispute Resolution requirements specified within this Agreement, either Abyde or the Reseller may terminate this Agreement if the other party fails to comply with any material provision here are in the Reseller Agreement. 

POST-TERMINATION OBLIGATIONS AND DATA HANDLING: Upon the termination of this Agreement, Abyde does not guarantee the retention or ongoing access to data within the Abyde Software Subscription. Should the Reseller or their end-users decide against renewal, Abyde may revoke their access to the Abyde Software. It is incumbent upon the Reseller to ensure that all end-users have exported their relevant data from the Abyde Software prior to the termination date of the Term. Absent a specific prior written agreement to the contrary between Abyde and the Reseller, Abyde cannot ensure the preservation of data for the Reseller’s end-users post-termination.

Data retention policies post-termination may vary based on the involvement of the Reseller or their clients with Abyde’s partners, contingent upon the specifics of those relationships. Failure to renew in accordance with the outlined terms implies the Reseller and their clients’ consent to forfeit any legal claims to their data, authorizing Abyde to permanently delete it.

In the event a storage agreement is in effect, Abyde is committed to transferring and securely archiving the user’s data on a secure server for the agreed-upon duration. This provision ensures that users retain the option to reactivate their accounts in the future. If a user or Reseller opts for account reactivation post-ninety (90) days from termination, a reactivation fee will be imposed. This fee corresponds to the annual cost of the Abyde software for that user, plus a twenty percent (20%) surcharge of the yearly cost to offset maintenance expenses. Abyde reserves the right to modify this fee by up to ten percent (10%), increasing or decreasing it as necessary to accurately reflect fluctuations in maintenance costs or other pertinent factors. This policy aims to offer users flexibility in their decision-making regarding a return to Abyde, while simultaneously ensuring the secure preservation of their data.

SURVIVING PROVISIONS: Regardless of the Agreement’s termination, provisions relating to title, infringement indemnity, warranty, confidentiality, and limitation of liability, alongside any other clauses intended to survive by their terms, will remain in effect beyond the termination of this Agreement.

GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. 

CONSENT TO JURISDICIOTN AND VENUE: The parties expressly agree that any state court litigation arising out of or relating to this Agreement shall be filed and resolved exclusively in the courts located within Tampa, Florida. For federal court litigation, the exclusive venue shall be the courts located within Tampa, Florida. The parties hereby irrevocably consent to the personal jurisdiction and venue of such courts for any such litigation now or later. 

DISPUTE RESOLUTION: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first seek to resolve the issue amicably through direct negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to attempt mediation. The mediation shall take place in Tampa, Florida, or another mutually agreed-upon location, and both parties commit to engage in the mediation process in good faith.

If, after mediation, the dispute remains unresolved, either party may proceed to seek legal remedies through litigation in the state or federal courts located in Tampa, Florida. The parties expressly agree to submit to the jurisdiction of these courts for the resolution of any such disputes.

FORCE MAJEURE: Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, natural disasters, labor disputes, or disruptions in transportation, power, or communications. In the event of a force majeure event, the affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact of such event. If a force majeure event continues for more than thirty (30) days, either party may terminate this Agreement without penalty upon written notice to the other party.

NOTICES: Any notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified or registered mail (postage prepaid and return receipt requested), or sent by email (with confirmation of receipt) to the addresses of the parties set forth in this Agreement, or to such other address as either party may designate by notice to the other party.

ENTIRE AGREEMENT: These Terms and Conditoins, including the Reseller Agreement, any exhibits, schedules, or other attachments hereto, and the terms and conditions contained within, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof. This collective documentation supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the subject matter hereof. No amendment, modification, or waiver of any provision of this Agreement or the Reseller Agreement shall be effective unless in writing and signed by both parties.

WAIVER: No waiver by either party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights not expressly waived.

SEVERABILITY: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions of this Agreement shall continue in full force and effect.

ASSIGNMENT: The Reseller may not assign, delegate, or transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of Abyde. Such consent shall not be unreasonably withheld, conditioned, or delayed by Abyde. However, it is under Abyde’s sole discretion to grant such consent based on its assessment of the prospective assignee’s capability to fulfill the obligations under this Agreement.

Notwithstanding the above, Abyde may, at its discretion, allow the Reseller to assign this Agreement under specific conditions, such as in the event of a merger, acquisition, or sale of all or substantially all of the Reseller’s assets related to this Agreement, provided that:

1. Abyde receives written assurance from both the transferring Reseller (“Prior Customer”) and the receiving party (“New Customer”) that the New Customer agrees to assume all rights and obligations under this Agreement.

2. Both the Prior Customer and the New Customer shall jointly and severally be liable for any and all remaining charges or unpaid balances on the account at the time of the assignment.

This ensures the continuity of responsibilities and the fulfillment of all financial obligations under this Agreement. Any attempt to assign this Agreement without adhering to these conditions shall be null and void.

INDEPENDENT CONTRACTORS: The parties hereto are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party shall have the authority to bind the other party or incur any obligations on its behalf without the other party’s prior written consent.

HEADINGS: The headings in this Agreement are for reference purposes only and shall not affect the interpretation or construction of this Agreement.

LEGAL INQUIRIES: Should you have any questions regarding the interpretation or application of any terms within this Agreement, or require clarification on legal matters related to this Agreement, please contact Legal@abyde.com for assistance. We encourage open communication to ensure mutual understanding and compliance with the agreement’s provisions.