2021/07/28 Council Agenda Packet

rightway 55 Hudson Yards, Floor 29 New York, NY 10001 rightwayhealthcare.com 2. Ordering Document Terms and Conditions: (a) This Ordering Document is subject to, and incorporates by reference as though fully set forth herein, the Rightway Healthcare Enterprise Terms of Service set forth as Exhibit A to this Ordering Document ("Terms of Service") and the Business Associate Agreement executed by the parties. Unless stated otherwise, all capitalized terms used in this Ordering Document have the meanings set forth in the Terms of Service. (b) By signing this Ordering Document, each party represents and warrants that (a) it has read and understands the terms hereof and (b) it has full power and authority to accept the Ordering Document and Terms of Service. (c) Payment. Customer shall pay all Fees within thirty (30) days after the date of the invoice therefor. Customer shall make all payments hereunder in U.S. dollars by wire transfer of immediately available funds to an account specified by Vendor in writing. If any amount owing by Customer under this Agreement 30 or more days overdue, then without limiting Vendor's other rights or remedies under this Agreement, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by Law, whichever is lower. Customer shall reimburse Vendor for out- of-pocket expenses incurred by Vendor in connection with performing the Services, provided that Vendor shall obtain Customer's prior approval with respect to any individual incurrence of out-of-pocket expenses in excess of $250. (d) Taxes. All Fees and other amounts payable by Customer pursuant to this Ordering Document are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income. (e) Autorenewal. Customer's subscription for the Services will automatically renew, after the Initial Term, for successive twelve month periods at Rightway's then -current price at the time of renewal. If Customer would like to opt out of the autorenewal or change any of the terms of the renewal subscription prior to renewal, Customer must notify Rightway in writing at least 90 days before the renewal term is to start. Rightway Healthcare, Inc. City of Everett Name: Jordan Feldman Name: Title: CEO Title: Date: Date: