ITLTC Terms & Conditions

These ITLTC Standard Incorporated Terms and Conditions (these “Terms”) are incorporated into and shall apply to any Program Agreement, Client Order Form (“COF”), Statement of Work (“SOW”), all agreements assigned, transferred, or conveyed to ITLTC and other agreements, addendums, appendices or referenced documents (together with these Terms, the “Agreement”) executed between ITLTC and the client identified in the Agreement (“Client”). ITLTC and Client may be referred to individually as a “Party” and collectively as the “Parties.”

ITLTC LLC STANDARD INCORPORATED TERMS AND CONDITIONS

Effective as of April 1st 2025

Term, Default, and Early Termination.
1. Term. The Agreement shall remain in effect for a minimum of one (1) year or the Term specified on the respective COF or SOW (the “Initial Term”). Except as otherwise set forth in these Terms, the Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term,” and together with the Initial Term, the “Term”) unless otherwise stated in the respective Agreement, SOW or COF, or unless either Party provides written Notice (as defined hereunder) of non-renewal to the other at least ninety (90) days before the expiration of the then-current Term. Such renewal shall be subject to the then-current version of these Terms.
2. Material Default. If either Party materially defaults, except for Monetary Breach (as defined herein) in the performance of any of its obligations under the Agreement, written Notice shall be given to the defaulting Party referencing the section of the Agreement allegedly in default within thirty (30) days of such alleged default. If the alleged default is not substantially cured within thirty (30) days after receipt of such Notice, or with respect to those defaults which cannot reasonably be cured within thirty (30) days, if the defaulting Party fails, within thirty (30) days after receipt of such Notice, to proceed with all due diligence substantially to cure the default, but in any event does not substantially cure the default within ninety (90) days, then the Party not in default may, by giving written Notice of termination to the defaulting Party, terminate the Agreement as of a date specified in the Notice of termination.
3. Termination for Convenience; Early Termination. Any “Early Termination” (which shall be defined as (i) the termination by Client for any or no reason, except for an uncured default by ITLTC as outlined above, effective prior to the latest Renewal Term on any COF, or (ii) including as a result of Client’s Monetary Breach as defined below), shall require immediate payment of (a) any outstanding balances (plus applicable interest); plus (b) liquidated damages calculated as (i) the then current MSC, plus (ii) for any variable charges paid in arrears, the average monthly payment during the six months (or if in force less than six months, the number of months in force) prior to termination; with the sum of (i) and (ii) multiplied by (iii) the remaining term of the Agreement (or the remaining term of the specific item SKU, if longer), including renewal if within less than the Notice period. Since any Early Termination may not only result in a loss attributable to a specific transaction but also to the goodwill and enterprise value of ITLTC, Client acknowledges and agrees that the amount of liquidated damages represents a fair, reasonable, and negotiated approximation of the damages that would be sustained by ITLTC, constituting compensation, and not a penalty. Client further acknowledges and agrees that the damages that would be sustained by ITLTC from Client’s future breach, including (among other possible damage) a loss of goodwill , is not ascertainable as of the time of contracting.
4. Effect of Termination. Upon termination of this Agreement for any reason and payment of all obligations and balances due to ITLTC for the remaining Term of the Agreement, Client may, within 30 days of such termination: (a) request a return of any prepaid deposit amounts (“Deposit”) on file with ITLTC, which Deposit shall be returned, and (b) transfer its data hosted by ITLTC, if any, to different system, for the then current fees as outlined herein. If a particular SKU is canceled at renewal, all applicable discounts related to that SKU will be automatically removed from the total pricing stated in the COF. Upon notice of non-renewal or cancelation for any reason (other than Monetary Breach, which must be paid immediately as stated herein), if Client does not have a valid DDA on file, payment must be made within ten (10) days for the full amount remaining due under the Agreement through its final term.
Payment and Monetary Breach.
1. Payment. Timely receipt by ITLTC of all payments pursuant to all Agreements between Client and ITLTC is a condition precedent to all ITLTC obligations. Client shall pay all fees, charges, and invoiced amounts in full at the time(s) they are due irrespective of and without reduction or delay based upon (a) any claim, dispute, or right of setoff or recoupment asserted by Client at any time for any reason, or (b) the existence or claimed existence of any other dispute or controversy involving Client, ITLTC, or any other person or entity at any other time. If not otherwise stated, all amounts, including any one-time fees (UFC), monthly fees (MSC), per User fees, PPPM fees, minimums, and Additional Charges, are due and payable upon receipt of invoice by Client, which shall be deemed “received” immediately when electronically transmitted to Client’s email address on file, or within three (3) days of being mailed by first class mail. All MSC amounts shall be due and payable monthly in advance and must be paid by approved ACH, direct debit initiated by client, or payable for the full remaining term in advance. Unless otherwise agreed on the COF, a DDA or CCA is required for all monthly payments and amounts billable in arrears, and Client agrees to keep current their bank account and credit card information, as applicable. All fees and charges listed on an applicable COF assume payment is made by DDA and thereby reflects a 3.5% discount. ITLTC shall have no obligation to accept any payments other than by ACH direct debit, or payment in full, in the event ITLTC elects to accept such alternative payments, the discount shall not apply, the invoice amount shall be adjusted accordingly, and a reasonable convenience fee may apply. Any checks, authorized debit, or credit card charges that are disputed or returned by ITLTC’ bank shall be automatically re-deposited / re-debited, and Client will incur a $49 Non-Sufficient Funds ("NSF") fee for each time that such return occurs, in addition to any other remedies contained herein, including those provided for Monetary Breach (as defined herein). All amounts not paid within five (5) days shall bear interest at the rate of one and one-half percent (1½%) per month, or the maximum permitted by law, whichever is greater. During any Renewal Term, any MSC shall renew at the renewal rate equal to the then-current MSC plus CPI.
2. Payment Options. The applicable payment plan (as set forth in the respective Agreement) shall be paid in accordance with the following:[SC1]
  1. STANDARD PLAN – REQUIRES DDA/CCA ON FILE. If selected on the COF (or if no other Payment Option is selected), Client agrees to pay the “Up Front” amount within ten (10) days of signing this Agreement. The “Up Front” amount shall consist of the Setup Fee plus the first and last month’s MSC, as well as any Deposit. In addition, Client agrees to pay the MSC (as may be adjusted pursuant to this Agreement) by way of ACH, direct debit from their bank account or Credit Card account, which amount shall be automatically, and without further Notice, deducted on the first of each month starting the first of the month following the Effective Date.
  2. PAID IN FULL. If selected on the COF, Client agrees to provide payment in full within ten (10) days of signing this Agreement, which payment shall be net of the additional discount stated in the COF for this option. No further amounts shall be due for that COF during the Initial Term (except as otherwise stated). Deposit will be fully refunded upon ITLTC receipt of full payment.
  3. ARREARS SERVICES – REQUIRES DDA ON FILE. If RCM, CCM, or any other Services billed in arrears (each a “Services Billed in Arrears”) are selected on the COF, ITLTC shall use reasonable commercial efforts to bill such Services Billed in Arrears within ten (10) days after the end of the month for which services are performed, and (whether or not billed within ten days) such invoice shall be deducted by way of ACH direct debit five (5) days following invoice. All other charges shall be billed and paid pursuant to one of the other Payment Options listed above. Client must pay a Deposit for the average monthly amount of Services Billed in Arrears, and increase such Deposit periodically if advised by ITLTC that the current Deposit is not sufficient.
3. Monetary Breach. Each of the following shall be deemed a “Monetary Breach”: (i) Non-payment of any amounts due, including but not limited to Additional Charges, within ten (10) days of the date when due, subject to service interruption, and excluding any amounts disputed in good faith; (ii) Failure by Client to timely execute all reasonable additional relevant documents or provide verbal authorization when requested, including any delivery & acceptance confirmation; (iii) Client attempts to assign this Agreement in whole or in part, unless assigned pursuant to Section (16) below; (iv) any notification from Client (in any form) of termination (or intent to terminate) effective prior to the end of the Term (not including Notice of non-renewal effective at the end of the Term); (v) any proceedings in bankruptcy are instituted by or against Client, or if Client files, or any creditor or other person files, any petition in bankruptcy under any law, rule or regulation of the United States of America or of any State, or if a receiver of the business or assets of Client shall be appointed, or if a general assignment is made by Client for the benefit of creditors; (vi) Client ceases to operate its business; (vii) Client becomes insolvent under any generally accepted measure of insolvency, including if Client becomes unable pay its debts as they become due or if Client does not possess sufficient assets to pay its existing debts; (viii) Client violates any law, regulation, ordinance, or contractual obligation to any person or entity that may result in the termination or suspension of Client’s business operations for any period of time, or of the sale or transfer of any amount of Client’s business or assets to any person or entity; (ix) ITLTC informs Client of its belief that any event constituting a Monetary Breach has occurred and Client fails within fourteen (14) days cure the breach or provide evidence, reasonably satisfactory to ITLTC, demonstrating no such breach has occurred; or (x) any change of Client’s ownership, whether in whole or in part, unless assigned pursuant to Section 16) below. In the event of a Monetary Breach, ITLTC shall have (i) the right during any cure period to suspend any or all Services and deny Client any or all access to Software, hardware, or security devices including but not limited to firewalls, reconnection to any of which will require a $500 Reconnect Fee, (ii) the right to immediately terminate the Agreement and recover all damages from Client (including but not limited to amounts due from Early Termination as defined in Section 1 above), and (iii) such other rights and remedies against Client as provided under the Agreement and applicable law. ITLTC’s rights and remedies are cumulative and not alternatives.
Taxes, Travel and Shipping. Applicable Taxes, shipping, travel expenses, and freight charges, if any, are not included and are billed separately as charged or required by law. Unless stated otherwise, all payment amounts exclude any applicable sales, use, property or any other tax allocable to the System (“Taxes”). Any Taxes payable under the Agreement which are not added to the payment amounts due under this Agreement are due and payable by Client, and Client shall remain liable for any filing obligations. Risk of Loss: All hardware shall be shipped FOB Origin; title transfers upon delivery of the shipment to the carrier by ITLTC or it’s agent. Travel charges will be charged as Additional Charges pursuant to the ITLTC Travel Policy.
Additional Services. Any additional services provided by ITLTC that are not specifically included in the executed Agreements (“Additional Services”) shall be subject to the terms hereof; provided, however, that such Additional Services will not be deemed to be included in the price unless otherwise specified in the Terms or stated in a COF or SOW, and will be billed as Additional Charges. Client is responsible for any Additional Services, including payment and completing any associated paperwork.
Ownership and Preservation of Property Rights. Client acknowledges and agrees that all Software and ITLTC’s and its vendors’ respective intellectual property (i.e., source code, copyrighted or patented material, Marks, trade secrets, and proprietary and confidential information) are the property of ITLTC or its vendors, respectively, and are available for Client’s use only pursuant to this Agreement. ITLTC or its vendors, respectively, retain all rights in their intellectual property, including any enhancements thereto or derivative works thereof. Client shall not modify, reverse assemble, or decompile, in whole or in part, the Software. It is expressly understood and agreed that title to, or ownership of, any part of the Software or any related items provided hereunder, including any enhancements thereto or derivative works thereof, shall not ever be transferred to Client. Client agrees not to use ITLTC or its vendors’ service marks, trademarks or brand names (collectively, the “Marks”) relating to the Software without ITLTC’ prior written permission. ITLTC grant of any right to use any of the Software is subject to the rights retained by ITLTC or its vendors, which are exercisable in ITLTC and its vendors’ sole discretion. ITLTC may use Client’s identification in its marketing literature, including on its website.
Service Levels. During the Term of the Agreement, ITLTC will make commercially reasonable efforts to secure compliance with the Service Level Agreements (“SLA”), available online at https://www.itltc.com/documents[SC2] [SC3] [SC4] , as may be reasonably modified from time to time.
Force Majeure. ITLTC shall be excused from performance under the Agreement and shall have no liability to Client for any period of time it is prevented from performing any of its obligations, in whole or in part, as a result of an event or delay that is caused, directly or indirectly, by fire, flood, earthquake, pandemic, virus, bacteria, pathogen, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions in the United States, strikes, lockouts, or labor difficulties, third party vendors, Client’s failure or delay in training, changes in law or regulations, or any other similar cause beyond the reasonable control of ITLTC (each, a “Force Majeure Event”). If a Force Majeure Event occurs, ITLTC will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail, and it continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. For purposes of clarity, Client’s obligation to pay is not excused by any Force Majeure Event, unless such Force Majeure event prevents ITLTC’s reasonable performance for more than three consecutive months following receipt of Notice from Client.
Limitation of Liability.
1. USE OF THE SYSTEM ARE AT THE SOLE RISK OF CLIENT. ITLTC, ITS AFFILIATES, AND THEIR THIRD PARTY VENDORS SHALL HAVE NO LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE PRODUCT OR WITH THE DELAY OR INABILITY TO USE THE PRODUCT, OR FOR ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE PRODUCT, ITLTC REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON ITS PRODUCT, OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCT, RESULTING FROM UNAUTHORIZED ACCESS TO THE SYSTEM, LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF GOODWILL, ADDITIONAL EMPLOYEE HOURS OR LOSS OF ANTICIPATED SAVINGS OR REVENUE ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE PERFORMANCE OR FAILURE TO PERFORM THEREOF, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ITLTC OR THIRD PARTY VENDORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.
2. ALL DATA ENTRY AND SUBMISSIONS ARE SOLELY THE RESPONSIBILITY OF CLIENT TO REVIEW AND SUBMIT; ITLTC SHALL NOT BE RESPONSIBLE FOR ANY ERRORS CONTAINED THEREIN, EVEN IF ITLTC ENTERED OR PREPARED THEM.
3. ITLTC SHALL NOT BE RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN ANY CLAIMS OR OTHER INTERFACE TRANSMISSIONS TO OR FROM CLIENT. WITH RESPECT TO PROCESS OR TRANSMISSION ERRORS, AS CLIENT’S SOLE AND EXCLUSIVE REMEDY, ITLTC WILL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE CLAIMS CLEARINGHOUSE OR OTHER ENTITY TO REPROCESS OR RESUBMIT THE APPLICABLE CLAIM OR TRANSMISSION. IT IS THE SOLE RESPONSIBILITY OF CLIENT TO REVIEW TRANSMISSION LOGS AND REPORTS AND TO IMMEDIATELY NOTIFY THE VENDOR OF ANY ERROR, OMISSION, OR OTHER DISCREPANCY. ITLTC SHALL NOT BE RESPONSIBLE FOR ANY UNAUTHORIZED OR OTHER IMPROPER TRANSMISSION BY OR ON BEHALF OF CLIENT. CLIENTS AND END USERS HEREBY ACKNOWLEDGE THAT ANY INFORMATION SENT OR RECEIVED DURING USE OF THE SOFTWARE OR SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OBTAINED BY UNAUTHORIZED PARTIES.
4. THE CUMULATIVE LIABILITY OF ITLTC, ITS AFFILIATES, AND THIRD-PARTY VENDORS FOR ALL LOSS AND DAMAGE WHATSOEVER AND HOWSOEVER ARISING RELATED TO THE AGREEMENT OR ANY UNDERLYING TRANSACTION SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO ITLTC DURING THE SIX MONTHS PRIOR TO THE WRITTEN NOTIFICATION TO ITLTC OF THE CLAIM.
5. IF DATA BACKUP SERVICES ARE INCLUDED, ITLTC WILL MAKE REASONABLE COMMERCIAL EFFORTS TO TEST DATA BACKUP AND RECOVERY ON A PERIODIC BASIS, BUT CAN MAKE NO GUARANTEE THAT ANY DATA WILL BE RECOVERABLE, AND CLIENT ASSUMES THE RISK OF ALL DATA LOSS.
6. CLIENT AGREES THAT ANY CAUSE OF ACTION IT MAY BRING ARISING OUT OF OR RELATED TO ANY PRODUCT OR SERVICE MUST COMMENCE WITHIN SIX MONTHS AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.
7. NEITHER ITLTC NOR ITS VENDORS ASSUME ANY RESPONSIBILITY FOR CLIENT’S OR OTHER END USERS’ USE OR MISUSE OF INDIVIDUALLY IDENTIFIABLE INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED, OR RECEIVED WHILE USING THE HPSS.
8. IN NO EVENT SHALL ANY LIABILITY OF ITLTC, ITS AFFILIATES, OR THEIR THIRD-PARTY VENDORS, EXCEED THE LIABILITY OF ANY VENDOR AS PROVIDED FOR IN ITS RESPECTIVE end user license agreement (“EULA”), AS INCORPORATED INTO THE AGREEMENT, AND ITLTC SHALL BE A THIRD-PARTY BENEFICIARY OF ANY AND ALL SUCH EULAs.
9. FOR CERTAIN SERVICES, ITLTC MAY USE NON-US-BASED SUBCONTRACTORS. IF CLIENT REQUESTS THAT ONLY US-BASED CONTRACTORS BE USED FOR THE SERVICES, CLIENT AGREES THAT REASONABLE ADDITIONAL FEES MAY APPLY AND ITLTC OBLIGATIONS UNDER APPLICABLE SLAS WILL BE WAIVED.
Limited Warranty. client understands that its use of the hardware, Products, software, AND SERVICES (“HPSS”) will determine in large part the hpss’S effectiveness, and represents that it has had sufficient opportunity to review the hpss in THEIR current form, seek references from other clients and observe the hpss in use, including for its sub-specialty or other, similar specialties. whether or not client has availed itself of such opportunities, client represents that it is satisfied that the hpss meet its specific needs, and hereby specifically waives any and all rights of rescission or claims under the florida deceptive and unfair trade practices act (“fdutpa”), other similar statutes. ALL hpss PROVIDED BY ITLTC AND/OR ITS VENDORS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ITLTC warrants only that it will use commercially reasonable efforts to provide services as outlined herein; This WARRANTY IS THE ONLY WARRANTY MADE BY ITLTC TO CLIENT. ITLTC MAKES AND CLIENT RECEIVES NO OTHER WARRANTY, EXPRESS OR IMPLIED. ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED AND EXCLUDED. ITLTC DOES NOT REPRESENT THAT THE SYSTEM or hpss WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION OF THE hpss WILL BE UNINTERRUPTED OR ERROR FREE. Without any limitation, neither ITLTC nor its licensors warrant that Client’s use of the hpss will comply with applicable laws, and Client acknowledges and agrees that it is Client’s sole and exclusive obligation to ensure that its use of the hpss complies with all applicable laws.
Client Supplied Items. ITLTC is not responsible for providing maintenance for any Client Supplied Items, or any System issues that result therefrom, even if ITLTC referred or recommended the source of such Client Supplied Items. Client acknowledges and agrees that it has an affirmative obligation to ensure that any Client Supplied Items comply with all applicable PM/EHR system, network, and equipment requirements and guidelines, including but not limited to the applicable System Requirements; failure to do so will result in the suspension of ITLTC’s obligations under the SLA. If the Client Supplied Items do not meet all approved specifications, ITLTC is not obligated to provide any support and Client may be required to purchase additional hardware, software, and/or ISP bandwidth in order to have the System run properly. In the event that Client Supplied Items do not meet specifications, Client shall be responsible for any costs or expenses (as Additional Charges) associated with (i) any additional support provided by ITLTC that may have resulted from such Client Supplied Items, (ii) any efforts by ITLTC to determine whether Client Supplied Items meet the specifications, and (iii) the purchase, configuration, and installation of additional hardware, software, networking or ISP Broadband required to meet specifications.
Client’s Additional Responsibilities.
1. For implementations and training of any HPSS, any failure by Client to meet agreed milestones or to attend training may substantially delay Client’s Go-Live date or otherwise hinder performance, including their ability to meet governmental or other contractual requirements. In the event Client’s Go-Live does not occur within 30 days of an executed COF, unless solely the fault of ITLTC as provided by Notice from Client, the implementation will be considered complete for all purposes herein, and MSC will be charged as if Go-Live had been completed. In such instances, at ITLTC’s sole discretion, Client may be charged for an additional future implementation.
2. Client shall take reasonable steps to ensure the security of its hardware, network, software and Client data. Client shall be responsible for System and network password management and for ensuring that no virus is loaded onto the System as a result of Client’s action (or inaction). Unless otherwise specifically included as part of MSP Services (defined below), Client is solely responsible for the selection, maintenance, and update of its own antivirus and other System protection in its locations.
3. Client is responsible for reporting all suspected software bugs, training deficiencies, enhancement requests, etc. through the then supported ITLTC reporting channel.
Indemnification. To the fullest extent possible but expressly subject to the limitations set forth in the Agreement, including but not limited to Section 9, each Party (the “Indemnifying Party”) agrees to indemnify and defend the other Party (the “Indemnified Party”), from and against any and all claims, actions, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) which may be incurred or suffered by the Indemnified Party solely resulting from: (a) any act or omission by the Indemnifying Party, its employees, agents, or representatives that constitute gross negligence, willful misconduct, or intentional wrongdoing under applicable law; (b) a material breach by the Indemnifying Party of any representation or warranty contained in this Agreement; (c) an Indemnifying Party’s Monetary Breach; and (d) any physical injury; provided that such claims or losses do not arise out of or result from, in whole or in part, the Indemnified Party’s grossly negligent or more culpable act or omission. Any indemnity payments made pursuant to this Section shall be limited to the amount of any losses that remain after deducting therefrom any insurance proceeds received or reasonably expected to be received by the Indemnified Party in respect of such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under any applicable insurance policies for any losses prior to seeking indemnification under this Agreement.
Client Data. Client owns its own data and the terms and conditions for any collection, processing, and managing of data are defined in the ITLTC HIPAA Business Associate Agreement (“BAA”). ITLTC is not the custodian of Client data, and Client agrees that in the event ITLTC receives a request from a patient of Client for access to electronic Protected Health Information of the patient, Client will (i) provide such access to the patient directly, upon Notice from ITLTC or (ii) in the event ITLTC maintains such electronic Protected Health Information in its possession and under its control, provide assistance to ITLTC as necessary or requested by ITLTC (including monetary or otherwise) to facilitate such provision of Protected Health Information to the patient. Notwithstanding, to the extent not prohibited by law, and consistent with Section 2 herein, ITLTC has the right to temporarily suspend Client’s access if Client has not complied with the terms of this Agreement; any such right shall be extinguished upon Client’s performance of all of its duties herein, including payment of all amounts due (including future amounts due) under this Agreement. Subject to HIPAA, the Interoperability Rules and other privacy laws, and notwithstanding any terms of any Business Associate Agreement to the contrary, ITLTC may access and use such data for the purpose of complying with its responsibilities herein, monitoring Client performance, conducting data analytics and/or otherwise as reasonable or necessary for ITLTC’s proper management and administration.
Non-Hire; Non-Circumvention. During the period of the Agreement and for a period of one (1) year following any termination thereof, Client shall not, directly or indirectly: (a) hire, solicit, or encourage to leave ITLTC’ employment, any employee, consultant, agent or contractor of ITLTC; (b) hire, solicit or engage any such employee, consultant, agent or contractor who has left ITLTC’ employment or contractual engagement within one year of such employment or engagement; or (c) purchase (other than directly through ITLTC) any HPSS provided under this Agreement, directly or indirectly, from (i) any vendor that is then or has been within the preceding year contracted with ITLTC, or (ii) a reseller of such vendor.
Non-Assignment. Client may not assign or transfer the Agreement or any of its rights or obligations hereunder without ITLTC’s prior written consent; provided, however, that ITLTC’s consent shall not be unreasonably withheld in the event of an assignment by Client to a creditworthy successor-in-interest in connection with a merger, acquisition, or sale of all or substantially all of Client’s assets. It is understood that ITLTC may subcontract or assign this Agreement, in whole or in part, or some or all of its duties hereunder, by providing Client with written Notice of such assignment.
Governing Law and Dispute Resolution.
1. This Agreement is governed by and is to be construed and interpreted in accordance with the laws of the State of Florida. Without regard to any choice of law or conflict of law provisions or principles, only Florida law shall govern any dispute arising from or in any way related to this Agreement, any of its terms, or the Parties’ negotiations and/or interactions leading to the execution of this Agreement.
2. Dispute Resolution. Prior to the commencement of any action or invocation of any dispute resolution procedures (except at ITLTC’ sole discretion, for Monetary Breach), a Notice of default and opportunity to cure must have first been provided, which was then not reasonably cured. If still unresolved, the Parties will resolve such dispute (in accordance with the Dispute Resolution Addendum, available at https://www.itltc.com/documents, and specifically incorporated by reference and made a part of this Agreement.
3. If any litigation or other court action, arbitration or similar adjudicatory proceeding is commenced by any Party to enforce its rights under this Agreement against any other Party, all fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, incurred by the prevailing Party in such litigation, action, arbitration or proceeding shall be reimbursed by the losing Party; provided, that if a Party to such litigation, action, arbitration or proceeding prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation, action, arbitration or proceeding shall award a reimbursement of the fees, costs and expenses incurred by such Party on an equitable basis, as determined in the arbitrator or adjudicator in their sole discretion.
4. Notwithstanding anything to the contrary contained in Section 18(b), for any dispute involving Monetary Breach or any other matter relating to payment or collections, ITLTC may bypass the mediation and arbitration procedures, at its sole discretion, and submit such disputes directly to any court of competent jurisdiction, which will have exclusive jurisdiction to determine the dispute.
“Notices”. All communications or Notices required or permitted by the Agreement shall be sufficiently given for all purposes hereunder if given in writing and delivered (i) personally to a signatory hereof, (ii) by United States mail, return receipt requested, (iii) by document overnight delivery service (including by way of example: FedEx, UPS, USPS Priority Mail) or (iv) by facsimile, provided the sender delivers a confirmation copy as otherwise permitted of such facsimile within three (3) business days thereafter. All Notices delivered in accordance with this Section shall be sent to the appropriate address or number, as set forth below, or to such other address or to the attention of such other person as the recipient Party has specified by prior written Notice to the sending Party, and shall be effective upon its delivery to the addressee or three (3) business days after it is sent or dispatched, whichever occurs earlier. Notices shall be delivered, if to ITLTC, to the attention of CONTRACT NOTIFICATION, 7951 SW 6th St. Suite 116 Plantation, FL 33324, and if to Client, at the email, fax or physical address on file with ITLTC. Any notice of default or non-renewal sent by Client must strictly comply with and reference this Section 19 to be considered an effective Notice under this Agreement.
Severability. Each provision of the Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of the Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Agreement.
Modification and Amendments. ITLTC may from time to time modify these Terms by posting a copy of the amended Terms at https://www.itltc.com/documents[SC5] . In the event such modifications materially and adversely affect Client’s existing rights and obligations, ITLTC shall electronically notify Client that these Terms have changed, and if Client does not agree to (or cannot comply with) such materially and adversely affected Terms, Client must advise ITLTC of such by providing official Notice (pursuant to Section 19) of the specific Section change(s) contested on or before five days from the date notice of the new Terms are provided to Client by ITLTC. Upon ITLTC receipt of such timely Notice, ITLTC may elect to continue with the prior version of the terms, or provide Client with the option to terminate the Agreement early pursuant to the previously existing Terms. Client will be deemed to have accepted the revised ITLTC Standard Incorporated Terms & Conditions as amended upon continued use of the HPSS for at least five days after any amendments or revisions are posted, without having provided any Notice as required by this Section. In the event a pre-existing COF or other document references a specific section by number, such reference shall be adjusted accordingly. No other modification, addendum, or amendment by Client or any representative of ITLTC to this Agreement, in whole or in part, is authorized or valid unless such modification, addendum, or amendment is set forth in a written document executed by an authorized officer of ITLTC. Unless specifically released by signed writing of a duly appointed officer of ITLTC, all signed Personal Guarantees (“PG”) apply for the entire duration of the Term, including any renewals, re-contracts and extensions; any newly executed PG does not replace prior PGs, but is in addition to such prior PG(s).
Entire Agreement and Client’s Non-Reliance on Extrinsic Matters. The Agreement (including, without limitation, any Order Forms, schedules and addendums) constitutes the entire understanding of the Parties with respect to the subject matter hereof and there are no restrictions, promises, warranties, covenants or undertakings other than those expressly set forth or referred to herein. The Agreement supersedes all prior negotiations, agreements and undertakings between the Parties with respect to such subject matter, including (a) all terms and conditions and (b) with respect to any specific Items purchased. No course of prior dealing may modify, supplement, or explain any terms used in this Agreement or any term in any document incorporated into the Agreement. The Agreement may be executed electronically or in one or more counterparts and by scan, each of which shall be deemed an original. True photocopies shall be deemed as effective as the original signatures. In no way has Client relied upon or been induced by any statement or representation by ITLTC, ITLTC’ representatives, or any other party other than the written terms contained in this Agreement and the documents referenced in this Agreement.
Additional Acts. Each party promises and agrees to execute and deliver any additional documents and instruments and to perform any acts which may be necessary or reasonably required to give full effect to the Agreement. ITLTC reserves the right to audit all products and services for compliance; in the event that any audit uncovers that product(s) or service(s) have been used by unauthorized Providers or Users, or have otherwise been undercharged, ITLTC may retroactively charge (and Client shall pay) for such product(s) or service(s) from the time of initial use as Additional Charges.
No Third-Party Beneficiaries. The Agreement is not intended to and shall not be construed to give any person or entity, other than the Parties, any interest, rights, or remedies (including, without limitation, any third-party beneficiary rights) in connection with the Agreement or provisions herein.
Material Changes. Notwithstanding anything herein to the contrary, the terms and conditions in the Agreement are subject to periodic review and may be revised by ITLTC in the event that Client exceeds the average Users to Provider ratio, support cases or calls exceed the ITLTC average duration or frequency, or a significant change in any insurance, tax, vendor terms, CPI, third party reimbursement, or other regulations, laws, policies or procedures which materially and adversely affect the ability of ITLTC to provide services hereunder or otherwise render performance by ITLTC difficult, unprofitable, or burdensome. Likewise, products may be substituted for like products which, in ITLTC’ sole discretion, are as good or better. In the event of any such adverse change in any pricing or product substitution (other than pricing or product changes ITLTC passes through on behalf of its vendors, or price increases permissible under this Agreement), Client may terminate such product or Service only within 30 days of providing Notice thereof as its sole remedy, and hold ITLTC harmless from any claims, actions, losses or damages arising from or relating to such termination.
Relationship of Parties. ITLTC, in furnishing Services to Client under the Agreement, is acting only as an independent contractor and shall have the exclusive control of the manner and means of performing the work contracted for hereunder. ITLTC does not undertake by the Agreement or otherwise to perform any obligations of Client, whether regulatory or contractual, or to assume any responsibility for Client's business or operations. Personnel supplied by ITLTC hereunder, whether or not located on Client's premises, are ITLTC employees or agents and shall not represent themselves to be otherwise. Nothing contained in the Agreement shall be construed to create a joint venture or partnership between the Parties.
Construction. The language used in the Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and the Parties agree that no term of this Agreement shall be construed against any Party under any circumstances. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Headings are for convenience only and are not intended either to interpret any provisions of this Agreement or to create any right or remedy.
Authority. Each of the Parties hereto represents to the other that such party has full power and authority to execute, deliver and perform the Agreement, and that the individual executing the Agreement on behalf of the party is fully empowered and authorized to do so. The Parties acknowledge that they have freely negotiated and executed this Agreement without duress after a sufficient opportunity was provided for all Parties to seek and obtain a review of the Agreement by legal counsel. Client expressly authorizes ITLTC, subject to restrictions pursuant to HIPAA, to (a) monitor and record all telephonic, internet chat sessions, and other like conversations for the purpose of training, performance monitoring, and documenting such conversations in its business records; and (b) to install remote agents and extract relevant data on any Devices used for Services.
Waiver. The failure of either of the Parties to enforce any provision of the Agreement shall not operate as, or be construed to be, a waiver of that provision or of the Parties’ rights in connection with any subsequent breach of the same or any other provisions of the Agreement. ITLTC does not waive any breach and/or default, and any written waiver by ITLTC does not constitute a waiver of any subsequent breach and/or default, unless, in either case, an officer of ITLTC expressly acknowledges such waiver or subsequent waiver in writing. No delay or omission by ITLTC in enforcing its rights or remedies under the Agreement shall waive or impair ITLTC’s rights and remedies under the Agreement or otherwise available at law.
Schedules. ITLTC and Client each agree to perform certain obligations and be bound by all of the terms and conditions outlined in the COFs, agreements, amendments, policies, and schedules as may be modified by ITLTC from time to time at https://www.itltc.com/documents[SC6] . The terms and conditions of such additional COFs, agreements, policies and schedules including any applicable EULA, SLA, ITLTC Travel Policy, ITLTC System Requirements, BAA, are hereby incorporated into and made a part of the Agreement. Any conflict between these Terms and the terms of those documents shall be resolved in favor of these Terms. All of vendor’s rights under any applicable EULA are assigned jointly to ITLTC and such vendor. Client agrees that ITLTC is entitled to all rights as if it were the third party vendor under all EULAs, TOSs, and TOU’s, and notwithstanding anything to the contrary contained therein, is specifically included as a third party beneficiary of each. In the event that Client requests ITLTC to execute an additional custom BAA, notwithstanding anything in such custom BAA to the contrary: “Except as otherwise required by law as interpreted in its most narrow interpretation, nothing in this Business Associate Agreement shall require any actions or standards of Business Associate, or its subcontractors, that are more restrictive or burdensome to Business Associate than that which is required under the Agreement, including Business Associate’s incorporated standard Business Associate Agreement (“BAA”), available at https://www.itltc.com/documents. [SC7] Any ambiguity or conflict between these Terms and Business Associate’s Agreement, including its standard BAA, shall be interpreted and construed in favor of the Agreement, including the incorporated standard BAA.” For the avoidance of doubt, the provisions of the ITLTC HIPAA Business Associate Agreement, so long as they meet or exceed the minimum required provisions, shall supersede any and all provisions of any custom BAA, notwithstanding any language to the contrary contained in such custom BAA.
Confidentiality. Client agrees that this Agreement (including all related pricing, schedules, Orders, COFs and Amendments) and all additional agreements and written correspondence with ITLTC are confidential (collectively, “Confidential Information”). Any disclosure of Confidential Information by Client which is not otherwise required by court order is prohibited and considered to be a material breach of this Agreement. Client agrees not to disparage ITLTC, publicly or privately, in any manner likely to be harmful to its business or business reputation.
Additional Definitions. “Additional Charges” means charges for services provided that are either specifically identified as Additional Charges or not otherwise included in a COF; Additional Charges will be billed at ITLTC then standard rates. “Affiliates” means any person, firm, corporation, association, organization, or unincorporated trade or business that, now or hereafter, directly or indirectly, controls, is controlled by, or is under common control with ITLTC, including without limitation, any subsidiary of ITLTC. “CCA” means a Credit Card Authorization form for credit card charges pursuant to a valid merchant agreement. “Client Order Form”, which may also be referred to as “COF”, “Order,” or “Quote” (all four terms are interchangeable), means the form signed by Client outlining specific Software and/or Services purchased. “Client Supplied Items” include any and all software, hardware, equipment, networking, and ISP Broadband or other connectivity channels purchased by Client other than through ITLTC. “CPI” is the greater of 5% per year or the annual percentage change in the Consumer Price Index, as published by the US Department of Labor on its website www.bls.gov, for all urban consumers. “Cybersecurity Bundled Package” means any Managed Security package specified in the Cybersecurity Addendum. “DDA” means a Direct Debit Authorization form for ACH debits. “Devices” means any System with a currently supported Operating System/Firmware, including but not limited to Personal Computers, Servers, Security Appliances, Firewalls, Wireless Directors/Managers, Web Filter Appliances, PBXs, Backup Appliances, Plotter Directors, Fax Appliances/Machines, etc. Onsite servers are the equivalent of three (3) Devices. Multifunction devices are charged per function. Devices are further defined in the Managed IT (“MIT”) / Services Plan (“MSP”) section. “End User License Agreement” or “EULA” means an agreement between either ITLTC or one of its third-party vendors that applies directly to Client and in some cases, Client’s patients and customers. In some cases, the EULA may also be referred to as “Terms of Service” (“TOS”) or “Terms of Use” (“TOU”), which shall have the same meaning as EULA for purposes of this Agreement. “Engineer” means a ITLTC employee or independent contractor who has Engineer or Project Manager in their job title, or any manager of such positions performing substantially the same work. “Go-Live” means the first date that the System, a Device, or Service is used for any operations of Client. “Item” means a particular product or service that is represented by a separate line item or SKU on a COF, Order, Quote, SOW or invoice. "Licensed Locations" shall mean Client's (i) premises and/or data centers where Client’s owned or leased servers reside; (ii) location or site where Client has physical operations; and (iii) other physical location that Client utilizes in its business. “Midlevel Providers” or “Midlevels” include Nurse Practitioners, Physician Assistants, Audiologists, Physical Therapists, Music & Speech Therapists, Speech Language Pathologists, Chiropractors, Dentists, Hygienists, Licensed Social Workers, Midwives, Nutritionists, Dietitians, Counselors, Mental Health Practitioners, Certified Surgical Assistants, Licensed Marriage / Family Therapists, and Neurophysiologists who render care to patients. “MSC” means Monthly Service Charge, and may also just be referred to as Monthly Fees, Monthly or Per Month when accompanied by a dollar amount; MSC is subject to increase at least annually, including CPI adjustments, and if the MSC is blank or zero, then maintenance and support related to the product are not included. “Maintenance” or “Assurance”, when used in conjunction with Software, shall mean periodic updates and hotfixes as provided by the Software vendor. “Part Time” means less than 20 hours per week, and is subject to audit. In the event that the average time on the schedule exceeds 20 hours in any 30-day period, ITLTC shall be entitled to charge two (2) times the differential between Part Time and Full Time Providers from the time of the infraction through the end of the Term (including Renewals) as Additional Charges. “PPPM” means per provider per month. “Practice” means each medical practice or physician group (including those having separate tax identification numbers) that is identified by Client in writing as owned or controlled by Client. “Providers” mean those Physicians, Optometrists, Anesthesiologists, Psychologists, Podiatrists, Midlevel Providers or any person employed by or under contract with Client to provide services within the medical field, whether or not they bill separately. “Service(s)” means the services provided pursuant to this Agreement and any COF. “Software”, where not further defined in an addendum to this Agreement, means any application or software related to the Services or this Agreement, or included on a COF, including, without limitation, any software code, scripts, interfaces, graphics, displays, text, documentation, and other components, and any updates, modifications, or enhancements to the foregoing, including the respective EULA for each software vendor or product; any third-party software included on a COF is owned by the respective software company, and only a license thereto is conveyed, and Client agrees to be bound by any and all terms of the software license agreement, as if Client were a direct Client from the software company. “Statement of Work” or “SOW” means a more specific embodiment of duties and responsibilities as therein outlined between and among ITLTC, Client and any third parties; anything not specifically included within the SOW is considered to be out of scope. “System” means the embodiment of the hardware, software, and services provided by ITLTC under the Agreement. ”System Requirements” means the equipment, network. “User” or “End User” means any person who has access to the System or Services, whether or not they actually log in; for purposes of determining Users for hosting services, the names showing as active in Active Directory during any such period shall be determinative. All training and support requests are subject to advance notice; scheduling and lead times are based on resource availability at the time. “Workstation” shall mean an individual PC, laptop or virtual machine used by Client.

ITLTC Terms & Conditions

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