1. Term
The Initial Term of this Agreement is one (1) year, commencing on the date of this Order Form. The Order Form is the entire agreement between the parties.
2. Plan
The integration services and support are delivered as per the Plan and price chosen in the Order Form.
3. Renewal
The Order Form will automatically renew annually, on the date signed, for further one-year periods unless thirty (30) days' notice is given to cancel.
4. Termination
Thirty (30) days' notice by either party.
5. Excluded Plan Services
R&D work is not part of any Plan selected on the Order Form, or any Statement of Work ("SOW"). There is no service level agreement, no master subscription SaaS fee agreement, and no platform-as-a-service agreement. Linkiir will not upgrade, modify, customize or configure the programs used by the Subscriber as these are under third-party licensing arrangements.
6. Confidentiality
"Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including Subscriber Data, Linkiir IP, pricing, and the terms of the Order Form.
Each party will: (a) protect the other's Confidential Information with at least the same care it uses to protect its own confidential information, and in no event less than a reasonable standard of care; (b) use Confidential Information only to perform under, or exercise its rights under, the Agreement; and (c) limit access to its personnel, contractors, and advisors who have a need to know and who are bound by written confidentiality obligations at least as protective as this Section.
Confidential Information does not include information that is or becomes publicly available without breach, is independently developed without reference to the disclosing party's information, or is rightfully received from a third party without confidentiality obligations. Compelled disclosures (e.g., subpoena) are permitted with prompt notice to the disclosing party where legally allowed.
7. Personal Information & Personal Health Information
If the Subscriber requests, as part of the support services, that Linkiir handle, manage, or engage in data migration or integration of such data, this will only be done with a formal request in writing from the Subscriber. Linkiir undertakes to handle or process the Personal Information in accordance with the procedures in the Appendix to the Order Form. Additional fees, to be paid by the Subscriber, may apply depending on the nature of the request if it falls outside the scope of the Plan selected on the Order Form.
Linkiir will adhere to these policies as well as the procedures in the Appendix:
- Process Personal Information solely on documented instructions from the Subscriber and only to the extent necessary to perform the Services ("minimum necessary").
- Implement administrative, technical, and physical safeguards proportionate to the sensitivity of the information, including encryption in transit and at rest, role-based access controls, and audit logging.
- Where Linkiir is a PHIPA agent of a custodian, comply with the custodian's information practices, support patient access and "lockbox" directives, and not use or disclose PHI for any purpose other than performing the Services.
- Notify the Subscriber without undue delay, and in no event later than twenty-four (24) hours, of any actual or reasonably suspected breach of security safeguards involving Personal Information or PHI.
- Cooperate with the Subscriber in responding to individual access, correction, and complaint requests under PIPEDA and PHIPA.
- See the Appendix for other stipulations.
8. Ticket Portal System
Linear.app.
9. Included Plan Services & Support
Operations systems and production support; implementation; channel build-out; partner onboarding; legacy integration; and account manager / ticket portal system.
10. Intellectual Property
Cloud, on-premises and other solutions and data therein are all the property of the Subscriber.
11. Security
Linkiir uses a program that includes: encrypted transport (HTTPS); encrypted storage (if we have any cached data sent to us); multi-factor authentication; least-privilege access controls; audit logging; vulnerability management and timely patching; documented incident response procedures; and other risk-management practices.
12. Linkiir Warranty
Linkiir warrants that the support services will be performed in a professional and timely manner. If there are any deficiencies in the delivery of these services, Linkiir, at its option, shall re-perform the deficient services.
13. Disclaimer of Liability
The Subscriber agrees that use of any of the Plans for service and support will be at the risk of the Subscriber. Linkiir does not provide any solution, system or platform to the Subscriber and, as such, carries no liability to the Subscriber for support. The Subscriber has third-party software licenses with appropriate warranties and indemnities. Linkiir will have no liability to the Subscriber except for its support services, which if performed in error will be re-done at cost to Linkiir. Under no circumstances shall Linkiir be responsible for any damages or claims, including loss of profits, revenues, or loss of data or information. This limitation of liability does not apply to the data-protection obligations set out in the Appendix.
( ✦ ) Appendix
Personal Health Information — Data Protection Procedures
To the extent that any Personal Information, as defined below, is disclosed to, or comes into the possession of, Linkiir in any way, Linkiir shall abide by the information practices of the Subscriber and all applicable laws, including Privacy Laws, as defined below, and shall comply with the requirements of this Appendix.
A1. Personal Information
"Personal Information" means any information about an identifiable individual, or any information that is otherwise protected or regulated by any of the Privacy Laws, as defined below, that is provided by the Subscriber to Linkiir under the Agreement. For greater clarity, it includes personal information, as defined in the Personal Information Protection & Electronic Documents Act (PIPEDA), and personal health information, as defined in the Personal Health Information Protection Act (Ontario) (PHIPA) and other applicable provincial health privacy statutes.
- "Privacy Laws" (Canada)
- All federal, provincial and local laws, rules, regulations, directives and governmental requirements governing the collection, use, disclosure, and security of Personal Information and applicable to any party to this Appendix, as same may be amended, interpreted, and supplemented by the courts and regulatory bodies from time to time. Privacy Laws include, without limitation and as applicable, the Personal Information Protection and Electronic Documents Act (PIPEDA), the Consumer Privacy Protection Act (CPPA), the Personal Health Information Protection Act (Ontario), and other applicable provincial health privacy statutes, and all other similar federal, provincial, and local requirements.
- "Privacy Laws" (USA)
- For USA-based Subscribers, "Privacy Laws" also means information as stated in the HITECH Act, 42 USC Section 17921; 45 CFR Subchapter A, Part 2; 45 CFR Section 164.501; 45 CFR sections 160.103 & 164.501; including the Privacy Rule found in HIPAA regulation 45 CFR Parts 160 & 164 Subparts.
A2. Authority to Process and Disclose
(a) Processing. Linkiir and its personnel shall process Personal Information only for the purpose of rendering services in accordance with the Order Form and as the Subscriber may otherwise instruct in writing.
(b) Disclosure. Linkiir and its personnel shall not disclose in any manner any Personal Information to any third party without the Subscriber's prior written consent.
A3. Personnel
(a) Access. Linkiir shall limit access to Personal Information to its personnel who have a need for access to the Personal Information for Linkiir to provide services under this Agreement.
(b) Training. Linkiir shall train personnel with access to Personal Information regarding the privacy, confidentiality and information-security requirements in this Appendix. Linkiir shall require personnel to agree, in writing, to comply with the terms of this Appendix. Linkiir shall exercise the necessary and appropriate supervision over personnel to maintain the privacy, confidentiality and security of Personal Information.
A4. Privacy and Security Obligations
(a) Compliance with laws. Linkiir and its personnel shall comply with: (i) all of the requirements of Privacy Laws currently in effect and as they become effective; (ii) all applicable industry standards concerning privacy, data protection, confidentiality or information security; and (iii) any applicable written instructions provided by the Subscriber relating in any way to the privacy, confidentiality and security of Personal Information, or applicable privacy policies, procedures, statements or notices that are provided to Linkiir in writing.
(b) Privacy and Security Program. Linkiir shall maintain a comprehensive written information privacy and security program that includes policies and procedures and risk management, monitoring, backup, disaster recovery and audit processes as necessary to comply with this Appendix and Privacy Laws. Linkiir's privacy and security program shall include appropriate and proportionate administrative, technical, and physical safeguards and other measures appropriate to the sensitivity of the Personal Information in its custody, in addition to its quantity, distribution, format and method of storage. Linkiir's privacy and security program shall be designed to: (i) ensure the security and confidentiality of Personal Information and safeguard it in accordance with Privacy Laws; (ii) protect against any anticipated threats or hazards to the confidentiality, integrity, and availability of Personal Information; and (iii) protect against any Privacy Breach.
(c) Information Segregation. Linkiir shall securely and physically segregate Subscriber Personal Information from any other Personal Information owned or managed by Linkiir or other third parties while providing services hereunder. Linkiir shall implement any necessary access barriers, password authorization procedures and other access controls and monitoring in connection therewith. Linkiir shall not retain or save any Subscriber Personal Information and, if required to process any of it, shall return (or destroy) the data once the service and support have been completed.
A5. Privacy Breaches
(a) Notification to Subscriber. Linkiir shall immediately, and in any event within twenty-four (24) hours, inform the Subscriber in writing of an actual Privacy Breach of which Linkiir becomes aware. Such notice shall summarize in reasonable detail the nature and scope of the Privacy Breach, the type(s) of Personal Information involved, the effect on the Subscriber of the Privacy Breach (if known), and the corrective action taken or to be taken by Linkiir.
(b) Approval of filings. The content of any filings, communications, notices, press releases or reports related to any Privacy Breach must be approved in writing by the Subscriber prior to any publication or communication thereof.
A6. Indemnification
Linkiir shall indemnify the Subscriber and its officers, employees, directors and agents from and against any Claims, to the extent that such Claims arise from, or may be in any way attributable to: (i) any violation of the procedures in this Appendix; (ii) the negligence, gross negligence, bad faith, or intentional or willful misconduct of Linkiir or its personnel in connection with the obligations set forth in this Appendix; (iii) Linkiir's use of any third-party contractor providing services in connection with or relating to Linkiir's performance under this Appendix; or (iv) any Privacy Breach involving Personal Information in Linkiir's possession, custody or control, or for which Linkiir is otherwise responsible.
© Linkiir, Inc. Registered in Ontario, Canada. These Terms operate alongside the signed Order Form for each engagement; nothing on this page constitutes legal advice. For executed contractual terms, see the signed Order Form and any Appendix referenced from it.