Legal

Terms of Service

My Ideal Tracker Software as a Service (SaaS) Agreement. These are the terms every clinic accepts when it subscribes.

This Brilliant Software Inc., SaaS Agreement (“Agreement”) is made and entered into by and between Brilliant Software Inc (“Brilliant”), dba My Ideal Tracker, a Florida corporation, with its office located at Ponte Vedra Beach, Florida 32081 and the subscribing party, who owns or operates or oversees a Facility or Facilities (“Subscriber”) who has accepted this agreement and whose digital signature or acceptance of terms appears at the bottom of this document.

WHEREAS, Brilliant is a subscription-based digital health information management and tracking platform (“Platform”) operating as My Ideal Tracker; and

WHEREAS Subscriber, wishes to subscribe to the use of the Platform subject to the terms and conditions of this SaaS Agreement (“Agreement”);

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, the Parties hereto, intending to be legally bound, agree as follows:

  1. SaaS. Brilliant will provide Software as a Service (SaaS) to a Subscriber, for the use of the Platform at prices set forth in this Agreement. The Subscriber may use the Platform to enroll clients into an account on the Platform to access and interact with enrolled clients using the functions of the Platform (the “Licensed Material”).
  2. Platform. Brilliant and Subscriber will use commercially reasonable technological security infrastructure and procedures (including the use of encryption, firewalls, and any other commercially reasonable procedures and technology) for the purposes of protecting the integrity, confidentiality, or security of, an unauthorized interception, loss, alteration, corruption, use of, or access to, the data or information stored within the Platform.
  3. Contract Period/Pro Rating/Cancellation. This Agreement is effective when digitally signed or accepted by Subscriber and Brilliant or its representatives (“Effective Date”). All agreements are month-to-month and there are no long-term contracts. This Agreement shall automatically renew for additional terms of one (1) month each unless Subscriber cancels before the automated renewal. There is a cancel button on the Clinic Administration > My Subscription area of the platform. Cancellation will stop any further billing from occurring. The Subscriber and their clients will continue to have read-only access to their data, but functionality will be lost until an active subscription is reinitiated. Billing is conducted automatically on the 14th of each month. If your payment information is not updated, your account will automatically be suspended at the end of your trial period. Partial months are pro-rated. For example, if a free trial ends on the 10th of the month, you would be billed a pro-rated daily amount from the 10th to the 13th and then billed the full monthly rate on the 14th.
  4. Trial Period/Billing. There is a 15-day trial period granted to all new users for a $1.00 (one dollar) fee. Certain extensions may be granted at the discretion of Brilliant. No other charges will be assessed to the credit card on file until the renewal date as shown on the Clinic Administration > My Subscription area of the platform. The method of payment may be updated here, as well as downgrading your subscription. You may cancel your subscription before the renewal date here to suspend future payments.
  5. On-boarding/Site Creation/Customization. Brilliant will instantly build your site and send you an email to create your login credentials on the Platform. Some aspects of the platform may require customization, which can be conducted by Brilliant at a variable cost basis depending on the extent of customization required. An email will be sent to you to choose any items you may wish for Brilliant to customize on your site.
  6. Customer Service, Support, Maintenance. Brilliant will maintain the Platform, each Subscriber account, deliver plan content to their clients enrolled in the platform by Subscribers, and handle technical support and customer service for each Subscriber and each enrolled client of Subscribers using the Platform.
  7. First Response. Upon notification of an Incident by a Subscriber or Client between 8:00 a.m. and 5:00 p.m. EST, excluding weekends and federal holidays, Provider shall provide a first response within eight (8) hours of such notification. For Incidents occurring outside such time, Provider shall provide a first response within twenty-four (24) hours.
  8. Functional Requirements. Brilliant and Subscriber acknowledge and agree that the Platform will operate in accordance with the following: (1) Provider shall identify any and all issues specific to an Incident and provide notice to the corresponding Subscriber or Client within forty-eight (48) hours of the first notification of the Incident. Such notice shall include identification of the issue, the time frame for the Provider to correct such issue, and any other relevant information. (2) Provider shall correct and fix Non-Critical Incidents within forty-eight (48) hours of first notification of the Incident. (3) Provider shall correct and fix Critical Incidents within twelve (12) hours of notification of the Incident and provide a first response immediately upon receiving notice of such Critical Incident.
  9. Account Structure. All accounts will have a cloud-based and mobile patient portal for individual patient information logging, training, HIPAA Compliant messaging between Subscriber and their Clients. The client portal will be fully integrated into the Subscriber’s Master Management and Tracking Account and provides a dashboard that displays all the enrolled clients’ clinic records.
  10. Pricing Structure. There is no site setup fee. The full platform, without the scheduler feature, is $179/month. The upgrade includes the Scheduler feature and is $199 per month. Subscribers will automatically be on the Premium ($199) per month level unless it is manually downgraded by the Subscriber in the Clinic Administration > My Subscription area. There are no discounts or other subscription levels.
  11. E-Store. The Platform contains a customizable checkout with payment integration provided through FISERV. You will need to be underwritten with our merchant services provider to link the marketplace to your bank accounts. Platform can be used with limited functionality without merchant services.
  12. Billing and Paying Subscription Fees. All Platform Subscription Fees will be handled by Brilliant using its secure online Merchant Service. The charge on the credit card will be My Ideal Tracker. Payments are paid in advance of the month in question.
  13. Declined Payments. If a renewal payment is declined or missed, the site will revert to read-only status until payment is made.
  14. Representations and Warranties. Each Party represents and warrants that it has the right and authority to enter into this Agreement and that by entering into this Agreement, it will not violate, conflict with, or cause a material default under any other contract, agreement, decree, judgment, or undertaking to which it is a party.
  15. Severability. If any clause, phrase, provision, or portion of this Agreement, or its application, is found to be invalid or unenforceable under applicable law, such event shall not affect, impair, or render invalid or unenforceable the remainder of this Agreement.
  16. Compliance. Each Party shall comply with all laws, regulations, and other legal requirements applicable to it and this Agreement, including copyright, privacy, and communications decency laws.
  17. Acceptable Use. Subscriber is solely responsible for the content of any postings, data, or transmissions by Subscriber or any permitted person. Subscriber will not use the Services in a manner that: (i) is prohibited by law; or (ii) will disrupt third parties’ similar use of the Platform.
  18. Warranty Disclaimer. BRILLIANT SOFTWARE INC. MAKES NO OTHER WARRANTIES REGARDING THIS AGREEMENT OR THE PRODUCT, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  19. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL BRILLIANT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR INABILITY TO USE THE SERVICES.
  20. Confidential Information. Subscriber agrees to use Confidential Information only in connection with, and as directly needed for, the Platform.
  21. Nondisclosure. During the term of this Agreement and for two (2) years thereafter, each Party agrees to maintain all Confidential Information in confidence.
  22. Indemnification. Subscriber shall defend, indemnify, and hold harmless Brilliant from liabilities arising from third-party claims based on the content of any communications transmitted by Subscriber.
  23. Subscriber Data and HIPAA. All patient data is owned by Subscriber and shall be kept confidential on Brilliant’s HIPAA-compliant servers.
  24. Intellectual Property and Trade Usage. All rights to the Licensed Material and Platform modifications by Subscriber are the property of Brilliant.
  25. Failure to Perform. If a Party fails to perform or observe any material term of this Agreement, the other Party may terminate the agreement after the notice period.
  26. Binding Effect. This Agreement binds and benefits the parties, their heirs, successors, and assigns.
  27. Force Majeure. In the event of a Force Majeure Event, the affected Party shall notify the other, and all obligations shall be suspended.
  28. Choice of Law and Venue. This Agreement shall be governed by the laws of the State of Florida. The venue for any proceeding shall be in Duval County, Florida.
  29. Attorneys’ Fees and Costs. Should any action at law or equity be necessary to enforce or interpret this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements.

By digitally accepting the terms of this agreement, you are consenting to the terms and conditions set forth in this SaaS agreement.

Questions about these terms: [email protected] · 701.888.1286