YURU, INC TH Street Bakersfield, CA Fax No.:

Transcription

1 YURU, INC TH Street Bakersfield, CA Fax No.: SUBSCRIPTION AGREEMENT This Subscription Agreement ( Agreement ) is entered into on, 20, (the Effective Date) between YURU, INC., a California corporation ( Company ), and the undersigned ( Subscriber ). 1. Subscriber Information. Please check the appropriate box and provide the requested information: Subscriber is: a therapist a therapist group Subscriber practices as: a sole proprietorship a partnership a corporation other If Subscriber is a therapist group, how many therapists are in the group: Type of Licensure: Office address: Contact name: Tele/Cell No.: Address: 1. Video Conferencing Services. Subject to the terms and conditions hereinafter set forth, the Company will provide Subscriber with a web-based video conferencing platform and service (the Service ) for use by Subscriber in connection with the Subscriber s delivery of mental healthcare services to Subscriber s clients. 2. System Requirements. In order to utilize Service, Subscriber and Subscriber s clients will be required to have or provide the hardware, speakers, microphone and webcam that meet the applicable system requirements set forth on Addendum A attached hereto (the System Equipment ). 3. Subscription/Session Fees. For the Service described above and other services as described in this Agreement, Subscriber shall pay Company the applicable per session, monthly, or annual fee as set forth on the fee schedule attached hereto as Addendum B. Payment of the applicable fees shall be made by Subscriber pursuant to the parties existing or newly established PayPal accounts. With respect to the per session fee, the payment for each session will be due at the end of each calendar month. An invoice will be sent via PayPal to be due within five (5) days. For subscribers who fail to pay the required per session invoice within five (5) days of receipt will have their account suspended by the company. Upon payment of the delinquent amount in full, the Subscriber s account will be reactivated. With respect to a monthly subscription plan, the initial monthly payment will be due on or before the monthly subscription plan will take effect. After the initial monthly subscription plan is established, the subsequent monthly payments will be due on the anniversary date each month thereafter. With respect to the annual subscription plan, the annual payment will be due on or before the annual subscription plan will take effect. Subsequent yearly payments will be due on or before the applicable anniversary date(s) thereafter. For subscribers who fail to pay the required monthly or annual fee within five (5) days of its due date shall result in the subscriber s account being converted to a per session fee basis once the monthly plan has expired. If Subscriber is a therapist group, Subscriber shall promptly notify the Company in writing of any additions to or deletions from the number of therapists in the group, in which event the applicable monthly or annual fee will be adjusted accordingly commencing with the first anniversary date following the Company s receipt of Subscriber s notice. 4. Increase in Fees. Company shall have the right to increase its monthly or annual fee at any time or times after the expiration of one (1) year from the Effective Date set forth above upon giving Subscriber written notice thirty (30) days in advance of the effective date of such change (the Fee Notice ). If, after receiving the Fee Notice, Subscriber is unwilling

2 to pay the revised fee, Subscriber must notify Company in writing prior to the effective date of the change in fees that the Subscriber elects to terminate this Agreement. 5. Term. This term of this Agreement shall commence on the first day of the month following the Effective Date set forth above, and shall continue until terminated by either Subscriber or Company upon thirty (30) days prior written notice. Upon termination of this Agreement, Company shall not be required to refund any portion of said monthly or annual fees paid by Subscriber unless this Agreement is terminated by the Company, in which event the Company shall return to Subscriber the portion of the annual fee attributable to the portion of the year remaining after the applicable termination date. 6. Support Services. Company shall provide Subscriber with the initial training in the use of the Service and ongoing technical support as needed or requested by Subscriber. Such training or support shall be provided, without additional charge, on a remote basis (telephone or video-conferencing). In-person training will be provided at the Subscriber s request upon such terms and conditions as shall be mutually agreed to by the parties. 7. Suspension of Service. Company's obligations hereunder shall be automatically waived without notice, and Subscriber hereby releases Company from liability for all loss, damage and expense, in the event that the Company s web-site or the System Equipment necessary to access and use the Service are destroyed, damaged, inoperable or malfunction for any reason whatsoever, for the duration of such interruption of service. If such interruption of service continues for a period in excess of thirty (30) days, either party may, at its option, terminate this Agreement upon five (5) days prior notice to the other party. 8. Subscriber's Duties and Responsibilities. It shall be the sole responsibility of the Subscriber to do or undertake the following: (a) to provide and confirm that the System Equipment is compatible with the Company s platform, especially when there are subsequent changes to the System Equipment; (b) to maintain in good order and repair, at Subscriber s sole expense, all such System Equipment; (c) to confirm that Subscriber s clients who elect to utilize the Service have the appropriate System Equipment which meet the system requirements; and (d) to establish client billing policies and procedures, including, but not limited to payment procedures for services rendered to client (i.e., payment pursuant to Pay Pall accounts or credit card). -2-

3 9. Insurance Requirements. At all times during the term of this Agreement, Subscriber shall maintain a policy of professional liability insurance or protection with coverage limits of not less than $1,000,000 per incident and $3,000,000 in the aggregate. The policy shall cover any claims arising out of or resulting from the performance of services by Subscriber and Subscriber s employees. Subscriber shall notify Company within five (5) days of Subscriber s receipt of any notice or information that the required professional liability coverage has been canceled, terminated, revoked or suspended. Subscriber shall provide Company with a certificate of insurance evidencing the foregoing coverages within ten (10) days following the Effective Date, and within thirty (30) days after the renewal of said policy or change in the applicable insurance company. 10. Indemnity. Subscriber agrees to indemnify, defend, and hold the Company free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, reasonable attorney fees and costs (collectively referred to as the Claims ), that the Company may incur in connection with or as a result of (i) a breach by Subscriber of any representation, covenant, or agreement contained in this Agreement which is otherwise required to be performed or observed by Subscriber, (ii) the negligent act or omission by Subscriber or any of the Subscriber s employees, representatives, or agents; and (iii) the rendering of counseling services to Subscriber s clients pursuant to the Subscriber s and clients use of the Service. 11. Notices. All notices, demands, or other communications that either party desires or is required or permitted to give or make to the other party under or pursuant to this Agreement (collectively referred to as notices ) shall be made or given in writing and shall either be (i) personally served, (ii) sent by registered or certified mail, postage prepaid, (iii) sent by electronic mail ( ), or (iv) sent by a nationally recognized overnight delivery service or courier (such as Federal Express). All notices shall be addressed, faxed to, or personally served on the parties at the addresses set forth above. 12. Successor and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their successors and assigns. No party may assign any of its rights, privileges or obligations hereunder without the prior written consent of the other party. 13. Business Associate Agreement. If Subscriber is a Covered Entity as defined in the federal regulations issued pursuant to Health Insurance Portability and Accountability Act of 1996 ( HIPAA ), and to insure compliance with HIPPA as supplemented by the Health Information Technology for Economic and Clinical Health Act ( HITEC ), the parties shall sign and deliver a business associate agreement in the from attached hereto as Addendum C. Other Terms: [SIGNATURE PAGE FOLLOWS] -3-

4 In Witness Whereof, the undersigned have executed this Subscription Agreement as the Effective Date set forth above. Yuru, Inc.: Individual Subscriber: By: Thomas P. Bell Chief Administrative Officer [Signature] [Print or type name] Group Subscriber: [Print or type name of Group] [Signature] [Title] -4-

5 ADDENDUM A System Requirements Minimum Hardware Recommended Hardware Operating Systems Speakers, Microphone, and Webcam Windows Intel Core 2 Duo or AMD Athlon, 1 GB RAM Intel Core i or AMD A8 6K series, 2GB of RAM Windows 7, 8, 8.1, & 10 Any built in or standalone. 720p camera recommended Mac Intel Core 2 Duo, 1GB RAM Inter Core i5 3470, 2GB RAM Mac OS 10.7 or later Any built-in or standalone. 720p camera recommended Android Any ARM-based phone or tablet Late Model Year ARMbased device Android or later, with a device that has at least one camera Headphones recommended. Front or back device camera Below are the bandwidth speed requirements: Full Screen 1280x720 HD resolution 560 Kbps; recommended 3.0 Mbps Full Screen 640x360 SD resolution 280 Kbps; recommended 3.0 Mbps

6 ADDENDUM B Fee Schedule 1) Pay Per Session i) $6.00/session 2) Subscription a) Individual Practitioner: i) $50 per month or $540 per year b) 2-10 Professionals within a business entity: i) $85 per month for two professionals ii) An additional $25 per month for each additional professional on the account c) 11+ Professionals within a business entity i) To be negotiated

7 ADDENDUM C Business Associate Agreement [Attached]