This Software Support and Maintenance Agreement (the Agreement) sets forth the terms and conditions under which REAL INFORMATION TECHNOLOGY SOLUTIONS, Called EMR Vendor referred as(RITS) is willing to provide support and maintenance to licensees of SHADE EMR Software to RITS INHOUSE- also referred as (Client). Client hereby agrees that the following terms and conditions shall solely govern the support and maintenance services provided by RITS. The Annual Maintenance contract would be valid from 18-08-2020 to 18-01-2022. By payment of the applicable support fee(s) or by accessing the RITS Support Network, Client hereby agrees to the following terms and conditions, including any attachments or addendum hereto:

1. DEFINITIONS

Any terms used in this Agreement which are not defined herein shall have the meaning ascribed to them in the Software License Agreement between the parties.

• Current Product means those Software products which have not been discontinued or retired by RITS, and for which RITS offers standard support and maintenance services as described in Section 2.1 and 2.2 below. A Current Product may become a Legacy Product or End of Life Product at RITS’s sole discretion.
• End of Life Products or EOL Products means those Software products which have been discontinued or retired by Rits and for which RITS no longer offers standard support and maintenance services.
• Error(s) means programming errors in the Software in the form provided by RITS that prevent the Software from substantially conforming to its published specifications.
• Error Category means the severity class for Errors as further defined and set forth at the RITS Support Network.
• Legacy Product means those Software products which have not become an End of Life Products, but for which RITS no longer offers standard support and maintenance services. Legacy Products are identified as a Legacy Product on the Product Support Policies page, under Product Lifecycle: https://knowledge.rits.ae/en-us/Product_Support_Policies.
• Patch(es) means additional programming code to be integrated with the Software to correct an Error or alleviate its effects.
• Service level User(s) means any Client personnel who perform any duty or service for the site, including, but not limited to, performing any development, testing and compiling functions for the software.
• Quote means  the  RITS  sales  quote  detailing  RITS’s  offer  to  license  products  and/or  provide  support  and maintenance to Client. For purposes of this definition, the term Quote may also include (1) an Order Form, and (2) if the Software is licensed via a click wrap, an Order Form issued by an authorized RITS Business Associate or a distributor.
• Software means: the RITS software product licensed to Client pursuant to a RITS license agreement and for which the Client has paid the applicable annual support fee(s), any Patches, Updates, and Upgrades (if applicable) thereto, and any accompanying documentation provided by RITS.
• Software License Agreement means the RITS license agreement pursuant to which Client initially obtained the applicable Software.
• Source Code means computer programming code in human readable form that is not suitable for machine execution without the intervening steps of interpretation or compilation
• Support Term means the period in which Client is entitled to receive support and maintenance under this Agreement. The Support Term shall: (i) for the initial term, commence upon the effective date of the Software License Agreement for the Software and continue for a period of one (1) year thereafter or as specified in the applicable Quote, Exhibit or Order Form; (ii) for renewals of support and maintenance, upon payment by Client of the then current support and maintenance fee commence upon the effective date of the applicable renewal period, as such date is stated on a Quote and continuing for a period of one (1) year thereafter or as specified in the applicable Quote, Exhibit or Order Form; or (iii) as otherwise agreed to by RITS in writing
• Supported Configuration means the hardware and software environment in which Client is utilizing the Software and for which RITS has agreed to investigate and validate a support request. Such configuration shall consist of: (i) one (1) hardware environment; and (ii) the version of the Software for which RITS has agreed to provide support and/or maintenance pursuant to a Quote or an Exhibit to the Software License Agreement
• Update means a modification, correction or addition to the Software or documentation, including updates and enhancements for Current Products that RITS makes generally available to its commercial Clients as a part of support and maintenance under a RITS software support and maintenance agreement without additional charge. The definition of Update excludes Upgrades.
• Upgrade means an enhancement or addition to the Software other than an Update which RITS does not make generally available to its commercial Clients as a part of support and maintenance under a RITS software support and maintenance agreement, but rather is only made commercially available for Current Products subject to payment of a separate incremental license fee, upgrade charge or as part of an Additional license
• RITS Support Network means RITS’s online support and maintenance web site accessible by a Client Contact from https://knowledge.rits.ae/en-us/ritsSupport_Network.
• Workaround(s) means a series of instructions, procedural steps or usage clarifications to avoid an Error or circumvent its effects. A Workaround does not involve issuance of new programming code
• Applicable Laws means all applicable laws, enactments, regulations, regulatory guidelines, policies, directions, standards, industry codes, regulatory permits and regulatory licences and other similar instruments having the force of law, in each case, which are in force from time to time.
• EHR means Electronic Health Record in relation to each individual who receives healthcare services by the client in the Emirate of United Arab Emirates, Data (including but not limited to medical records) relating to each Encounter with that individual that resides and is Processed on a client’s EMR in accordance with all Applicable law.
• EMR means any software, portal, platform or other electronic medium controlled by a Healthcare Professional and/or a Healthcare Facility, through which they Process or have the potential to Process Patient The EMR is referred to as the ‘Electronic System’ by the applicable law.

Support and Maintenance

During the Support Term, and subject to payment of the applicable annual support and maintenance fees and the terms of this Agreement, RITS shall provide one or more following support and maintenance services:

• E-Support. E-Support shall include the following solely for Current Product versions:
  • RITS Support Client Contact(s) will have access to the RITS Support Network, which includes certain RITS product documentation and other resources.
  • Service Request Management The ability to create service requests online, allowing Client to describe technical challenges privately to: (a) determine if a problem Client is encountering is attributable to an Error and (b) to assist in resolving Errors reported by Client that occur during normal usage of the Software.
  • Updates For each Current Product licensed by Client, RITS will make available to Client one (1) copy of any Software Updates (or as applicable, Upgrades) in the form the Software was originally provided to Client and one (1) set of documentation Updates (or as applicable, Upgrades), as RITS makes such Updates (or as applicable, Upgrades) available for general release via the RITS Support Network and to the extent such Updates (or as applicable, Upgrades) apply to Software covered by this Agreement. The product and services not part of the license and is a separate component would incur cost for such updates.
  • Patches For each Current Product licensed by Client, RITS will make available to Client those Patches which have been published and made generally available to its commercial Clients via the RITS Support Network.
  • Error Correction For each Current Product licensed by Client, RITS will use reasonable commercial efforts to remedy Errors reported by Client to RITS. Such remedy may consist of corrected portion(s) of the Software, Patches, or communication to Client of a Workaround that gives Client the ability to achieve substantially the same functionality as would be obtained without the Error, as determined by RITS.
• Enterprise Support Enterprise Support shall include e-Support as described in Section 2.1 above, and live telephone and e- mail support solely for Current Products, pursuant to which Client Contact(s) will have access to live telephone and e-mail support and Remote Desktop to: (a) determine if a problem Client is encountering is attributable to an Error and (b) to assist in resolving Errors reported by Client that occur during normal usage of the Software (Live Telephone and E-mail Support).
  • Primary Support A direct response to users through telephone with respect to inquiries concerning the performance, functionality or operation of the Rits program, (ii) a direct response to users through telephone with respect to problems or issues with the Rits program, (iii) a diagnosis of problems or issues of the Rits program, and (iv) a resolution of problems or issues with the Rits program through telephone.
  • Secondary Support Response to users through Remote networking or Remote Sharing or Web based support to diagnose the problem and rectify the issues with the Rits program. Rits secondary support consist of Program updates, fixes, security alerts, and critical patch updates general maintenance releases, selected functionality releases, and documentation updates. Access to My Web based support is limited to your designated technical contacts.
  • Tertiary Support If after reasonable efforts you are unable to diagnose or resolve problems or issues of the Rits ‘program, you may contact Rits Service office; Office will send a service Engineer within three days.

• CRITICAL OR EMERGENCY DEFINITIONS Service requests for Rits programs may be submitted by you online through web-based Client support systems or by telephone. The service request emergency level is selected by you and Rits and should be based on the following critical or emergency definitions:
  • EMERGENCY 1 Your production/service use of the Rits program is stopped or so severely impacted that you cannot reasonably continue work. You experience a complete loss of service. The operation is mission critical to the business and the situation is an emergency. A Severity 1 service request has one or more of the following characteristics:

1. 1. 1. Data Corrupted.
      2. A critical documented function is not available.
      3. System hangs indefinitely, causing unacceptable or indefinite delays for resources or response.
      4. System crashes, and crashes repeatedly after restart attempts.

Rits will use reasonable efforts to respond to Emergency 1 service requests within one (1) hour and clear the issue within 24 hours.

• • EMERGENCY 2 You experience a  severe  loss  of    Important  features  of  the  Rits  program  are unavailable with no acceptable workaround; however, operations can continue in a restricted fashion.
  • EMERGENCY 3 You experience a minor loss of The impact is an inconvenience, which may require a workaround to restore functionality.
  • EMERGENCY 4 You request information, an enhancement, or documentation clarification regarding the Rits program, but there is no impact on the operation of such You experience no loss of service. The result does not impede the operation of a system.
• Long Term Support, EOL Support, Long Term Maintenance Services and/or Other Support.

RITS may, in its sole discretion, offer Long Term Support, EOL Support, Long Term Maintenance Services and/or other support services and/or maintenance offerings for Legacy Products and EOL Products. Where RITS has agreed to offer Long Term Support, EOL Support and/or Long Term Maintenance for a Legacy Product or EOL Product, in addition to the terms of this Agreement, such support and/or maintenance shall be subject to the terms of Addendum 3 Long Term Support, EOL Support & Long Term Maintenance Services attached hereto. For the avoidance of doubt, RITS does not, and has no obligation, to provide standard support and maintenance services for Legacy Products or EOL Products.

Limitations on support and Maintenance services.

 The following limitations and restrictions shall apply to all support and maintenance services provided under this Agreement:

• Business Hours, RITS shall provide support services to Client only during the normal business hours of the RITS Support Centre closest to the Client’s Development Location(s), Saturday to Thursday, as specified in the applicable Quote or Exhibit, excluding RITS’s recognized holidays. All support and maintenance shall be conducted in the English language only.
• Other Restrictions.. In certain cases RITS’s obligations to provide support and maintenance is restricted to a specific Project, Supported Configuration(s) or similar restriction as listed in RITS’s Quote. Where a Support Restriction is specified in a RITS Quote, Software License Agreement, or any Exhibit, then support and maintenance services provided under this Agreement shall be limited to the specified Support Restriction, and the following additional restrictions will apply
• Non-RITS software and services; ; Unsupported Components and Products. Support and maintenance are only valid and available for Software in the form provided by RITS to If Client is using the Software with a non-RITS software and services, in order to be eligible for any support or maintenance, all support issues must be reproducible on a RITS supported system. RITS shall have no obligation to provide support for any Software or component thereof (including components of Current Products) made available on the RITS Support Network marked as “unsupported” or otherwise designated as not being eligible for support. RITS does not, and has no obligation, to provide standard support and maintenance for Legacy Products and EOL Products.
• Out Of Scope . If Client requests and RITS agree, to correct any problems or issues not covered by this Agreement, Client will pay RITS for all such work performed at RITS’s then-current standard time and other charges. Such amount shall be due and payable within thirty (30) days of the applicable RITS invoice Notwithstanding anything in this Agreement to the contrary, if RITS determines that Client requires ongoing help with a particular problem that is not caused by an Error, or that the resolution to such a problem involves customization of the Software, RITS may, at its sole discretion, refer Client to RITS’s professional services group for assistance, for which RITS requires an additional fee.
• Maintenance on Current Versions Only. RITS Updates, Patches and bug fixes are only effective on the latest version of the Software. For clarity, the latest version of the Software is a version of the Software that has been updated with all the most current Updates and Patches released or made available for such version of the Software. If Client has not incorporated all available Updates, Patches and bug fixes to the Software, any subsequently released Patches, Updates or bug fixes may not be effective or usable on such
• General RITS shall have no obligation to investigate or correct problems (including Errors) that cannot be reproduced by RITS based on information provided by Client; or that are due to a breach by Client of the terms of the Software License Agreement; or that cannot be remedied due either to the operational characteristics of the computer equipment on which the Software is used; or to modifications to the Software made by Client or any third RITS will use commercially reasonable efforts to provide the services under this Agreement; however, Client acknowledges that RITS cannot guarantee that every question, problem, issue or Error reported by Client can or will be resolved. Nothing in this Agreement shall expand or add to any warranty for the Software set forth in the Software License Agreement or any other agreement with RITS governing the use of the Software. The terms of this Agreement, including without limitation, any obligation of RITS to provide support and maintenance hereunder, apply to Clients purchasing support and maintenance for Software licensed directly from RITS. Except as otherwise agreed to in writing, this Agreement shall not apply to, or obligate RITS to provide, any support and maintenance services for RITS products that a Client obtains from or through any source other than RITS, including, but not limited to, an authorized distributor.

Client Responsibilities

The following Client responsibilities and obligations shall apply to all support and maintenance services provided under this Agreement and shall be a precondition for RITS to provide any support and maintenance services to Client hereunder.

• Notice and Assistance.Clients  shall  notify  RITS  of  problems  using  the  service  request  tools  described  at http://www.rits.ae/support/resources/Client_Support_User_Guide.pdf on the RITS Support Network and will provide all relevant information known to Client, and as requested by RITS, as well as sufficient support and test time on Client’s computer system to determine if a problem is attributable to an Error and, if applicable, to correct any Errors and determine if an Error has been corrected. Such problem notice must contain sufficient information on computer- readable media, if practicable, for RITS to reproduce the problem. Thereafter, Client will keep RITS notified of any additions or changes to such information, including any modifications to any Software being utilized (regardless of whether the modification is made by Client or a third party).
• Updates. Pursuant to Section 3.6, if Client is entitled to receive Updates in accordance with the terms of this Agreement, Client shall incorporate the Updates as soon as practicable and acknowledges that failure to incorporate any such Update may make subsequent Updates and Patches unusable.
• Contact. Client must designate one named contact person (“Client Contact”) for each current seat license for Software licensed from RITS. Only Client Contacts shall be authorized to submit problem reports pursuant to Section 4.1 above, access RITSRITS Support work and receive Updates, Patches, Upgrades, Workarounds, correspondence and other communications, as applicable, concerning the Client will notify RITS, in writing, of any change in the Client Contact. In no event shall the number of Client Contacts exceed the number of current valid seat licenses licensed by Client from RITS.
• License; Use Restrictions. Subject to Section 7, Client acknowledges that the Updates, Patches and any other software, as applicable, provided to Client pursuant to this Agreement are subject to the terms and conditions of the Software License Agreement and any additional terms specified on the RITS Support Network, and Client agrees to abide by those terms and conditions. In addition, in the event of any conflict between the terms of this Agreement and the terms of any License, the terms of the License shall control for software governed by a GPL License and nothing in this Agreement imposes or purports to impose any restriction on copying, modifying or distributing any portion of the software licensed under a License. For purposes of this Agreement, a “License” means any version of the License, the other substantially similar open source licenses that preclude the imposition of further restrictions on copying, modifying or redistributing materials subject to their terms.

Term and Termination

• Term RITS shall provide support and maintenance as described in this Agreement only during the Support Term. The parties may elect to renew a Support Term by giving written notice to the other party at least thirty (30) days prior to the expiration of the then current Support Term of its intent to renew this Agreement. Unless the parties mutually agree to renew the Support Term, and Client pays the then-applicable support fees, this Agreement will terminate on the last day of the then- current Support Term.

• Termination.Either party may terminate this Agreement or any addenda hereto,  including the “Support and Maintenance Services Addendum,” if the other party materially breaches its obligations hereunder and fails to cure such breach within thirty (30) days of the non-breaching party’s written notice thereof (except for breaches of Section 7 or Section 8, for which there is no cure period). RITS may terminate this Agreement or any addenda hereto upon the occurrence of any event which would permit RITS to terminate the Software License Agreement or any other agreement between RITS and Client. In the event of termination or expiration of this Agreement or any addenda hereto, all fees or charges then due and payable, or to become due and payable in the future based upon services already rendered, shall be immediately due and payable to RITS and Client’s obligations to pay such amounts shall survive the termination of this Agreement or any addenda hereto. The following sections shall survive any expiration or termination of this Agreement or any addenda hereto: Sections 4.4, 5.2, 6-14.Also Exhibit B-5,7.

Fees and payment

Client shall pay to RITS the applicable support and maintenance fees for the Software. Support and maintenance fees shall be payable in accordance with the applicable Quote, within thirty (30) days after the date of the applicable RITS invoice and shall accrue commencing upon the date the Software was licensed by Client pursuant to the Software License Agreement. Payment terms herein are subject to prior credit approval by RITS. Upon notice to Client prior to the commencement of any renewal support term, RITS shall have the right to change the support fees that will apply during such renewal term. A lapsed support and maintenance period of two (2) years or less maybe reinstated upon Client’s payment of reinstatement fees pursuant to RITS’s then current policy. Such reinstatement fees are in addition to applicable annual support and maintenance fees for Software. All fees are exclusive of taxes, and Client shall pay all sales, use, services or other similar taxes, if any, applicable to the fees. If Client purchases support for any copy of the Software Client has licensed from RITS, Client must purchase support for all copies of such Software Client has licensed from RITS.

Proprietary Rights

All software delivered under this Agreement (including Updates, Patches, and Upgrades, as applicable) and any modifications thereto shall be owned by RITS. At RITS’s sole discretion, certain Updates, Patches, and Upgrades, as applicable, may be provided to Client. RITS hereby grants Client a restricted, personal, non-transferable, non-exclusive, internal-use license to use in an Update, Patch or Upgrade, as applicable, solely to the extent necessary to remedy any Error and to incorporate the Update, Patch, or Upgrade, as applicable, into the Software as specified by RITS. Client acknowledges and agrees that: (i) except as set forth above, the use of software services shall be in strict accordance with the terms and conditions of the applicable Software License Agreement; .RITS hereunder into Object Code prior to any such distribution and shall distribute and use such Updates, Patches, or Upgrades, as applicable, in Object Code only and in strict accordance with the terms and conditions of the applicable Software License Agreement; and (iii) that such Source Code is Confidential Information as described. Client acknowledges that RITS has no obligation to provide, and Client has no right to receive, the Source Code for the Software or any Update, Patch, or Upgrade, as applicable.

Additional Users Installation and Service

Cost of Installation of additional users are subjected to the period of offer mentioned in this document. However the amount may extend up to sale year. After the sale year, if additional user software may make changes and occur incompatibility issue with the existing software, then user must be updating the software on the basis of current AMC. There may be a standard increase in the cost of Additional user if it purchases after the sale year. AMC for Additional user License should be calculated in months. That is the balance of extended service period should carry forwarded and amount should be weaved off from the existing whole segment of installation package, which is the additional users installed in the middle or in between period of AMC or sale year

Disclamer

RITS AND ITS LICENSORS PROVIDE NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS RELATED TO THE UPDATES, PATCHES, UPGRADES, WORKAROUNDS OR ANY SOFTWARE, SERVICES, MAINTENANCE SERVICES OR SUPPORT THAT MAY BE PROVIDED HEREUNDER.

Limitation of  Liability.

RITS AND ITS LICENSORS SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, REVENUE OR GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, OR LOSS OF DATA, OR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY EVEN IF RITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL RITS’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID TO RITS BY CLIENT HEREUNDER FOR THE THEN-CURRENT SUPPORT TERM.

Export Control

Client will not export or re-export the software and technical information, directly or indirectly.

Guarantees/Warranties

Guarantees/Warranties that included only on Rits product. Rits Guarantees/ Warranties cannot be included any third-party Software/Hardware and Accessories.

Liability

RITS shall not be liable for failure to perform its obligations hereunder, and such failure to perform shall not constitute a breach of this agreement, when service of the software is required as a result of accident, misuse, abuse, electric current fluctuations, use of supplies or accessories that do not meet RITS’s standards, fire, flood, or other adverse conditions damaging the Equipment at CLIENT’s premises. Additionally, RITS shall not be liable for delays or failure to perform under this agreement for causes beyond its reasonable control for the period of time that such causes are enduring.

Governing Law and Jurisdiction

This agreement and the relationship between parties shall be governed by and construed in accordance with, the laws of the United Arab Emirates and any disputes arising in connection with this agreement shall be settled before the Abu Dhabi civil courts.