SUPPLEMENTAL TERMS AND CONDITIONS

  1. Definitions. Capitalized terms used, but not defined herein, shall have the meanings given them in the Software as a Service (SaaS) License (“Agreement”). The following definitions replace or supplement the definitions in the Agreement, as appropriate: “Facilities Client is a client which resides at an assisted living, skilled nursing facility or care home.  The address must be verifiable as a facility that provides services and residency specific to seniors or those needing assistance with ADLs.  “Home Care Client” means any other client not designated as a Transportation Client, PERS CLient or Facilities Client.   “PERS Client” means a client in which the only service provided by the agency is administration and monitoring of Personal Emergency Response Systems (PERS) devices.  “TFP Client” means Facilities Clients, Transportation Clients and/or Facilities Clients, as applicable. “Transportation Client” means a client which the only services provided by the agency are transportation services.    
  2. Applicability of Supplemental Terms.  These Supplemental Terms and Conditions apply only to Customer’s purchase and use of ClearCare Services by clients designated as TFP Clients and all other clients remain subject to the terms of the Agreement, and any terms referenced therein. In the case of any conflict between these Supplemental Terms and the terms and conditions of the Agreement or accompanying Order Form or Cover Page that are not expressly resolved by their terms, these Supplemental Terms control.
  3.  Additional Restrictions and Requirements.  A Customer is required to designate if a client is a “Transportation Client,” “PERS Client,” or “Facility Client.”   If a Customer fails to designate a client as a TFP Client, the default setting is “Home Care Client." A TFP Client may have no more than four (4) hours of finalized care logs in a billing month.  If the limit is exceeded, then the TFP Client will be automatically converted to a Home Care Client and shall be billed and invoiced as a Home Care Client for the balance of the Term.  No client created entered in ClearCare prior to February 29, 2016 can be designated or converted to a TFP Client.  Customer may redesignate a TFP Client as a Home Care Client at any time and that client shall be billed as a Home Care Client in that billing month and thereafter without any TFP limitations or restrictions.   For any Facility Client, the Customer will be required to identify the facility location.   TFP Clients will have access to limited ClearCare Platform functionality and may not use telephony services. ClearCare reserves the right to modify or further limit product functionality to be consistent with the aforementioned definitions, and to audit Customer’s records to verify that clients have been properly designated and billed and that Customer has complied with any usage restrictions for any TFP Clients.
  4.     Billing and Invoicing.   Invoices will be issued monthly in arrears and reflect client type, number of clients and applicable monthly fee.  Billing for TFP Clients is based on the highest number of TFP Clients, respectively minus any TFP Clients, respectively, billed as Home Care Clients.  The term for a TFP Client is monthly and there is no minimum billable TFP Clients.