Monday to Friday, 7 AM – 7 PM CST.
Need help now? Fill out the form, and one of our experts will connect with you shortly.
Last Modified: December 3, 2025
SOFTWARE LICENSE AGREEMENT
This Software Service Agreement (“Agreement”) is entered into by and between Artemis ABA Inc., a Texas limited liability company with primary offices located at 16633 N. Dallas Pkwy, Suite 456, Dallas, TX 75001 (the “Company”), and any individual or entity that accesses, registers for, or uses the Artemis ABA software services (the “Client”). By creating an account, accessing the platform, or checking the acceptance box at signup, the Client acknowledges and agrees to be bound by the terms of this Agreement.
Effective Date: The date on which the Client activates their trial or otherwise first accesses the services (“Trial Start Date”).
RECITALS
WHEREAS, Client wishes to obtain, and Artemis ABA Inc wishes to grant to Client, a right to access and use Artemis (the "System"), a Scheduling, Session Note and Billing software hosted by Artemis ABA Inc via a website to be provided to Client prior to commencement of access; and
WHEREAS, the parties wish to establish the terms and conditions governing such access and use.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1. Definitions
"Authorized Sites" means the locations identified in Addendum A where Client may access The System.
"Business Hours" means 9:00 a.m. to 5:00 p.m. Central Time, Monday through Friday, excluding weekends and Federal holidays.
"Client Data" means data, information, and content that Client enters into or generates through The System.
"Critical Problem" means any service problem with The System itself (not caused by external factors) that renders The System completely unusable by Client, as determined by Artemis ABA Inc in its reasonable discretion.
"Documentation" means user manuals and other documents provided by Artemis ABA Inc relating to The System.
"End User" means Client's employees, agents, and contractors authorized to access The System.
"PHI" means Protected Health Information as defined under HIPAA.
"Services" means the services described in Section 4 of this Agreement.
2. Grant of License
2.1 System Access
Subject to the terms of this Agreement, Artemis ABA Inc grants Client a limited, revocable, non-exclusive, non-transferable license during the term to access and use The System solely for Client's internal business purposes as listed in Addendum A.
2.2 Access Locations
Client may access The System from computers located at Authorized Sites identified in Addendum A. End Users who primarily access from Authorized Sites may also access from portable or home computers through Client's network. Client may not allow access from countries subject to U.S. embargo or sanction.
2.3 Documentation License
Client may use and copy Documentation solely for internal purposes in connection with authorized use of The System. Client shall use only the most recent version and destroy or return superseded versions upon request.
2.4 System Modifications
Artemis ABA Inc may modify The System and Documentation at any time for any reason without prior notice. Artemis ABA Inc shall use reasonable efforts to minimize disruption from updates but has no obligation to maintain backward compatibility or preserve specific features.
3. Ownership and Restrictions
3.1 Ownership
The System and Documentation are the exclusive property of Artemis ABA Inc. Artemis ABA Inc retains all right, title, and interest, including all intellectual property rights. Client acquires no ownership rights in The System or Documentation. Client owns Client Data, subject to the license granted in Section 11.2.
3.2 Prohibited Activities
Client shall not:
a) Modify, translate, reverse engineer, decompile, or disassemble The System (except to the extent prohibited by law) b) Copy, reproduce, rent, lease, sublicense, distribute, or transfer The System c) Remove proprietary notices or labels d) Use The System to access other Artemis ABA Inc systems e) Use The System in any manner that adversely affects performance or other users' access f) Share End User credentials or allow unauthorized access g) Use The System for unlawful purposes
3.3 Acceptance "As Is"
Client acknowledges receiving a demonstration of The System and agrees it is sufficient for Client's purposes. Client accepts The System "as demonstrated" without expectation of modifications or customizations unless separately agreed in writing. By signing this Agreement, Client expressly agrees it is accepting The System without any modifications, customizations, or guarantees beyond those explicitly stated herein.
3.4 Suspension Rights
Artemis ABA Inc may suspend Client's access without notice or credit if, in its sole discretion, such access threatens The System's performance, integrity, or security, or if Client violates this Agreement. Suspension does not relieve Client of payment obligations.
3.5 Training Requirements
Client shall ensure all End Users complete required training before accessing The System. Use without completed training constitutes a material breach. In the event Client's users fail to complete required training, those users will not be added to The System.
3.6 Authorized Users
Only Client's employees, agents, and contractors with specific business needs may access The System. All End Users must be authorized by Client pursuant to Section 10 and may access only through assigned credentials. Client is fully responsible for all End User actions, whether authorized or not.
3.7 Internet Disclaimer
Client acknowledges The System is delivered via the Internet, which is beyond Artemis ABA Inc's control. Artemis ABA Inc shall not be responsible for any loss, damage, or delay caused by Internet-related issues, third-party actions, or interception of data transmitted over the Internet.
4. Services
4.1 Hosting
Artemis ABA Inc shall provide cloud hosting for The System with up to 10 GB storage included in Monthly Fees. Additional storage is available for additional fees per Addendum A.
4.2 Initial Setup
Artemis ABA Inc shall perform initial System configuration as specified in Addendum A, provided Client supplies all necessary information and data. Additional configuration requires separate written agreement and fees per Addendum A.
4.3 Technical Support
Support Channels:
- Primary: Email at support@artemisaba.com
- Four (4) hours of phone support per month (included)
- Additional phone support available for additional fees
Support Hours: Business Hours only
Response Times: Artemis ABA Inc shall normally provide initial response to support requests within two (2) business days. Artemis ABA Inc shall work in good faith to resolve issues but makes no guarantee of resolution timeframes. Response times are targets, not guarantees.
Support Scope: Support includes assistance with System functionality and usage questions. Support does NOT include enhancements, modifications, custom development, or training (considered enhanced services per Section 5.1(d)).
Support Procedures: Client must submit requests via email to support@artemisaba.com. Requests receive tracking numbers. Artemis ABA Inc shall provide status updates as reasonably necessary.
4.4 Critical Problems
Upon notice of a Critical Problem, Artemis ABA Inc shall use commercially reasonable efforts to resolve the issue. Artemis ABA Inc makes no guarantee regarding resolution timeframes. Determination of what constitutes a Critical Problem is at Artemis ABA Inc's reasonable discretion.
4.5 Client Responsibilities
Client is solely responsible for:
- Entering accurate data into The System
- Ensuring data complies with applicable laws
- Maintaining independent backups of Client Data
- Providing necessary cooperation for Services delivery
4.6 Data Access Authorization
Client authorizes Artemis ABA Inc's trusted employees to access Client Data as necessary to perform Services, maintenance, security monitoring, and disaster recovery. Artemis ABA Inc shall use reasonable efforts to maintain data security using appropriate methods such as firewalls, passwords, and physical server security.
5. Service Level
5.1 Uptime Target
Artemis ABA Inc shall use commercially reasonable efforts to maintain System availability. In the event The System is completely unavailable for a cumulative period exceeding 24 hours in any calendar month, Client will receive a refund of one day's Monthly Fees for that month, plus one additional day for each additional eight (8) hours of unavailability, up to a maximum of ten percent (10%) of Monthly Fees for that month.
5.2 Exclusions
Unavailability calculations exclude:
- Equipment/events not under Artemis ABA Inc's direct control
- Actions by persons not directly employed by Artemis ABA Inc
- Scheduled or emergency maintenance
- Force majeure events
- Client's systems, network, or Internet provider issues
- Third-party service provider outages
- Client's misuse or violations of this Agreement
5.3 Sole Remedy
Service credits under this Section represent Client's sole and exclusive remedy for System unavailability. No other damages, refunds, or remedies are available for availability issues.
5.4 Credit Request
Client must request service credits in writing within thirty (30) days of month-end or they are waived. Credits apply to future invoices only and do not constitute refunds.
6. Trial, Fees and Payment
6.0 Software Trial
A. 30-Day Free Trial.
Artemis ABA Inc. (“Artemis”) may offer Client a 30-day free trial period (“Trial Period”) to access and evaluate the System. The Trial Period begins on the date Client receives the System login credentials. During the Trial Period, Client will not be charged any Monthly Subscription Fees. Immediately upon expiration of the Trial Period, and unless Client provides written notice of cancellation before the end of the Trial Period, regular Monthly Subscription Fees and any applicable charges shall automatically commence, and Artemis may charge Client’s authorized credit card on file in accordance with Section 6 of this Agreement.
B. Prohibited Use by Competitors.
Client expressly agrees that the Trial Period and all access to the System shall not be used in any capacity, directly or indirectly, by any competitor of Artemis ABA Inc., including but not limited to companies developing, marketing, selling, or operating ABA therapy software, practice management platforms, billing systems, EMR/EHR products, or related solutions.
Client shall not provide access, demonstrations, screenshots, video recordings, documentation, or any form of System exposure to any Artemis competitor.
Any such use shall constitute a material breach of this Agreement and will result in immediate termination of access and may give rise to legal remedies available to Artemis.
C. Security of Payment Information.
Client acknowledges and agrees that all credit card information, billing details, and other sensitive data provided for payment authorization are fully encrypted, stored, and transmitted using industry-standard security controls, including encryption at rest and in transit. Artemis ABA Inc. does not store unencrypted payment data at any time and utilizes secure, compliant third-party payment processors for all billing transactions.
D. No Warranty During Trial
Access to the System during the Trial Period is provided “as-is” without warranty of any kind, in accordance with the warranty disclaimers already stated in Section 13.
6.1 Fees
Client shall pay Artemis ABA Inc the fees:
a) Monthly Subscription Fees for System access b) Clearinghouse Fees based on actual claim volume (minimum 150 claims/month) c) One-Time Setup Fees (if applicable) d) Enhanced Services at $200/hour, including:
- Additional training
- Custom development, programming, or integrations
- Data conversion, migration, or input services
- Custom reports or website design
- On-site services
- Any services beyond standard System support
6.2 Billing Commencement
Monthly Subscription Fees commence on the date Client receives System login credentials ("Initial Date"), regardless of whether Client has completed training or is actively using The System. If the Initial Date is not the first day of a month, fees for the initial month are for the full month (no proration).
6.3 User License Billing
Monthly invoicing is based on the greater of: (a) user licenses purchased per Addendum A, or (b) total user licenses created in The System. User licenses are sold in packs of five (5). Invoicing continues regardless of usage or interim deactivation of licenses. Additional licenses require an addendum per Addendum A procedures.
6.4 Payment Terms
a) Monthly Subscription Fees: Due immediately on the first day of each month (prepayment for that month) b) Clearinghouse Fees: Billed monthly in arrears, due immediately on receipt c) Enhanced Services: Billed monthly in arrears, due immediately on receipt
d) All payments are due immediately upon invoice issuance e) All fees are non-refundable under all circumstances
6.5 Taxes
All fees exclude taxes. Client shall pay all sales, use, transfer, value-added, and similar taxes (excluding taxes on Artemis ABA Inc's net income) and shall reimburse and indemnify Artemis ABA Inc for any such taxes.
6.6 Automatic Payment
Client shall execute a credit card authorization form and authorizes Artemis ABA Inc to automatically charge the payment method on file for all fees. Client shall always maintain a valid payment method.
6.7 Failed Payments
If automatic payment fails, Client shall pay within three (3) business days of receiving invoice. Failure to pay triggers late charges per Section 6.8.
6.8 Late Payment Interest
Unpaid amounts accrue interest at eighteen percent (18%) per annum or the maximum rate permitted by law, whichever is less, from the due date until paid. Artemis ABA Inc shall apply accrued interest to the next invoice.
6.9 Collection Costs
Client shall pay all costs of collecting overdue amounts, including reasonable attorneys' fees, collection agency fees, and court costs.
6.10 No Invoice Required
Artemis ABA Inc's failure to send an invoice does not waive fees or affect its right to charge Client for Monthly Subscription Fees and other services.
6.11 Invoice Disputes
If Client disputes any portion of an invoice in good faith, Client shall: (a) pay the undisputed portion immediately, and (b) notify Artemis ABA Inc in writing within ten (10) business days describing the dispute. The parties shall attempt good faith resolution within thirty (30) days. Disputed amounts do not accrue interest during this period if Client has paid the undisputed portion and provided timely written notice. If Artemis ABA Inc. does not receive any disputes within 10 days, the invoice will be deemed accepted.
7. Suspension and Termination for Non-Payment
7.1 Suspension Right
If any invoice remains unpaid for thirty (30) days, Artemis ABA Inc may, in its sole discretion and without further notice, suspend Client's access to The System and technical support. During suspension, Client remains obligated to pay all fees.
7.2 Termination Right
If any invoice remains unpaid for thirty (30) days, Artemis ABA Inc may, in its sole discretion and without further notice, terminate this Agreement immediately. Upon termination, all outstanding amounts become immediately due and payable.
7.3 Reinstatement
If access is suspended, Client may request reinstatement by paying all past-due amounts plus accrued interest and any reinstatement fee determined by Artemis ABA Inc. Artemis ABA Inc shall reinstate access in its sole discretion.
7.4 Additional Remedies
Rights in this Section are in addition to all other rights and remedies available to Artemis ABA Inc under this Agreement or law.
8. Term and Termination
8.1 Initial Term
This Agreement commences on the Effective Date and continues for twelve (12) months (the "Initial Term").
8.2 Automatic Renewal
Upon expiration of the Initial Term, this Agreement automatically renews for successive twelve (12) month periods (each a "Renewal Term") unless terminated in writing (email acceptable). Either party may prevent renewal by providing written notice at least thirty (30) days before the end of the then-current term.
8.3 Artemis ABA Inc Termination Rights
Artemis ABA Inc may terminate this Agreement:
a) Upon thirty (30) days' written notice for any reason or no reason b) Immediately without notice if any invoice is unpaid for thirty (30) days c) Immediately without notice if Client materially breaches this Agreement d) Immediately without notice if Client becomes subject to bankruptcy, insolvency, receivership, liquidation, or assignment for benefit of creditors e) As otherwise provided in this Agreement
8.4 Client Termination Rights
Client may terminate this Agreement only:
a) By providing ninety (90) days' written notice of Artemis ABA Inc's material breach, provided Artemis ABA Inc fails to cure within thirty (30) days of receiving such notice. Client's notice must describe the alleged breach in reasonable detail. If Artemis ABA Inc cures within thirty (30) days, Client's termination right ceases and this Agreement continues. b) By providing written notice thirty (30) days before a Renewal Term to prevent automatic renewal
8.5 Effect of Termination
Upon termination or expiration:
a) All license rights immediately cease b) Client shall immediately cease all System and Documentation use c) Client shall return or destroy all Documentation copies within thirty (30) days d) All outstanding fees become immediately due and payable e) All fees paid are non-refundable f) Artemis ABA Inc shall provide Client Data export per Section 11.4 g) Sections 3.1, 6, 8.5, 9, 10, 11.2, 13, 14, 15, and 17 survive
9. Confidentiality
9.1 Mutual Confidential Information
Each party's Confidential Information includes:
- Artemis ABA Inc: The System, Documentation, source code, algorithms, technical specifications, pricing, business strategies, and trade secrets
- Client: Client Data (including PHI), business strategies, and financial information
9.2 Confidentiality Obligations
Each party shall: a) Maintain Confidential Information in strict confidence b) Use it only for purposes permitted in this Agreement c) Not disclose it to third parties without prior written consent d) Limit access to employees with a need to know
9.3 Artemis ABA Inc Data Usage Rights
Artemis ABA Inc may use Client Data to: a) Perform Services under this Agreement b) Maintain, improve, and develop The System and Documentation c) Create aggregate, de-identified data for any business purpose
Client grants Artemis ABA Inc a perpetual, irrevocable, worldwide, royalty-free license to use de-identified and aggregated data derived from Client Data for any purpose.
9.4 Exceptions
Confidentiality obligations do not apply to information that: a) Was publicly available before disclosure or becomes public through no breach b) Was rightfully possessed before disclosure c) Is independently developed without reference to Confidential Information d) Is rightfully received from a third party
9.5 Required Disclosures
If legally compelled to disclose Confidential Information, the required party shall: a) Notify the disclosing party promptly (unless prohibited by law) b) Cooperate with efforts to obtain protective orders (at disclosing party's expense) c) Disclose only the minimum required
10. Data Security and HIPAA Compliance
10.1 HIPAA Acknowledgment
The parties acknowledge Client Data may include PHI subject to HIPAA. Artemis ABA Inc agrees to comply with applicable HIPAA requirements as a Business Associate.
10.2 Business Associate Agreement
The Business Associate Agreement in Addendum B is incorporated into this Agreement. If any conflict exists between this Agreement and Addendum B regarding PHI, Addendum B controls.
10.3 Security Measures
Artemis ABA Inc shall implement reasonable administrative, physical, and technical safeguards to protect Client Data, including encryption, access controls, security monitoring, and regular backups. Specific security measures are at Artemis ABA Inc's discretion and may change without notice.
10.4 Security Incident Notification
If Artemis ABA Inc becomes aware of unauthorized access to or disclosure of Client Data, it shall notify Client in accordance with HIPAA requirements and provide reasonable cooperation with Client's response efforts. Artemis ABA Inc's liability for security incidents is limited per Section 14.
10.5 Subcontractors
Artemis ABA Inc may engage subcontractors to assist with Services, provided subcontractors with PHI access are bound by appropriate confidentiality obligations.
10.6 Audit Rights
Upon thirty (30) days' written notice and no more than once per year (except following a security incident), Client may audit Artemis ABA Inc's HIPAA compliance. Artemis ABA Inc may satisfy this by providing third-party audit reports. Audits shall occur during Business Hours and shall not unreasonably interfere with operations. Client bears all audit costs.
10.7 No Backup Guarantee
While Artemis ABA Inc maintains regular backups, Client is solely responsible for maintaining independent backups of Client Data. Artemis ABA Inc has no liability for any data loss.
11. Data Ownership and Usage
11.1 Data Ownership
Client retains ownership of Client Data. Artemis ABA Inc acquires no ownership rights in Client Data, subject to the licenses granted herein.
11.2 Artemis ABA Inc License to Client Data
Client grants Artemis ABA Inc a worldwide, royalty-free, perpetual license to:
a) Use Client Data to perform Services b) Use Client Data to maintain, improve, and develop The System and related products c) Create and use de-identified and aggregated data derived from Client Data for any business purpose, including marketing, research, and product development
Artemis ABA Inc may retain and continue using de-identified and aggregated data after termination.
11.3 De-identified Data
"De-identified Data" means data processed to remove information identifying individuals or Client. Artemis ABA Inc owns all De-identified Data and may use it for any purpose without restriction.
11.4 Data Export
Client may export Client Data through The System's export functionality (CSV format only). Upon termination, Artemis ABA Inc shall provide a one-time CSV export of Client Data within thirty (30) days if requested in writing. Alternative formats require additional fees at $200/hour. Artemis ABA Inc shall securely delete Client Data ninety (90) days after termination unless required by law to retain longer.
11.5 No Data Recovery Guarantee
Artemis ABA Inc makes no guarantee regarding data recovery, availability, or integrity. Client's sole remedy for data issues is to export data using available functionality.
12. User Administration
12.1 Administrator Authority
Artemis ABA Inc is the sole administrator with exclusive authority to create, update, and reset End User credentials. Client may request credential changes, which Artemis ABA Inc shall process in its discretion.
12.2 End User Information
Client shall provide Artemis ABA Inc with each End User's name, title, location, and email address. Client shall promptly update this information and notify Artemis ABA Inc when End Users should be deactivated.
12.3 Client Responsibility
Client is responsible for: a) End User credential security and confidentiality b) Prohibiting credential sharing c) Implementing password policies d) Immediately notifying Artemis ABA Inc of suspected unauthorized access
12.4 Liability for End User Actions
Client is fully liable for all End User acts and omissions, including all System access using End User credentials, whether authorized or unauthorized. Artemis ABA Inc may rely on any data input or actions taken through End User credentials as authorized acts of Client and has no obligation to verify the identity of any person using valid credentials.
13. Marketing Rights
13.1 Use of Client Name and Logo
Client grants Artemis ABA Inc a non-exclusive, royalty-free, worldwide license to use Client's name, logo, and marks ("Client Marks") for marketing purposes, including:
a) Listing Client as a customer on websites and marketing materials b) Including Client in customer lists and case studies c) Creating testimonials and success stories d) Any other promotional or marketing purposes
13.2 No Approval Required
Artemis ABA Inc may use Client Marks without prior approval or notification. Client waives any right to review or approve uses of Client Marks.
13.3 Irrevocable License
The license granted in this Section is irrevocable and survives termination of this Agreement. Client may not withdraw permission or request removal of Client Marks.
13.4 No Compensation
Client is not entitled to any compensation for use of Client Marks.
14. Warranties and Disclaimers
14.1 Limited Warranty
Artemis ABA Inc warrants that it has the right to grant the licenses in this Agreement. THIS IS ARTEMIS ABA INC'S SOLE AND EXCLUSIVE WARRANTY.
14.2 DISCLAIMER
THE SYSTEM, DOCUMENTATION, AND SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:
a) WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT
b) WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE
c) WARRANTIES REGARDING ACCURACY, RELIABILITY, OR COMPLETENESS
d) WARRANTIES THAT THE SYSTEM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES
e) WARRANTIES THAT DEFECTS WILL BE CORRECTED
f) WARRANTIES REGARDING DATA BACKUP, RECOVERY, OR INTEGRITY
Client acknowledges and agrees that:
- The entire risk regarding System quality and performance is with Client
- Artemis ABA Inc does not warrant The System will meet Client's requirements
- System access may be interrupted by factors outside Artemis ABA Inc's control
- Artemis ABA Inc has no liability for such interference or interruptions
15. Limitation of Liability
15.1 MAXIMUM LIABILITY CAP
TO THE FULLEST EXTENT PERMITTED BY LAW, ARTEMIS ABA INC'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO ARTEMIS ABA INC IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
15.2 EXCLUSION OF DAMAGES
TO THE FULLEST EXTENT PERMITTED BY LAW, ARTEMIS ABA INC SHALL NOT BE LIABLE FOR:
a) LOST PROFITS, REVENUE, SAVINGS, OR BUSINESS OPPORTUNITIES
b) BUSINESS INTERRUPTION OR LOSS OF BUSINESS
c) LOSS, CORRUPTION, OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION
d) LOSS OF GOODWILL OR REPUTATION
e) COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES
f) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
THESE EXCLUSIONS APPLY EVEN IF ARTEMIS ABA INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15.3 No Liability for Data Loss
CLIENT ACKNOWLEDGES IT IS SOLELY RESPONSIBLE FOR BACKING UP CLIENT DATA. ARTEMIS ABA INC HAS NO LIABILITY FOR ANY LOSS OF, DAMAGE TO, OR INABILITY TO RECOVER CLIENT DATA, REGARDLESS OF CAUSE.
15.4 No Liability for Third Parties
ARTEMIS ABA INC HAS NO LIABILITY FOR ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING INTERNET SERVICE PROVIDERS, HOSTING PROVIDERS, TELECOMMUNICATIONS PROVIDERS, OR OTHER VENDORS.
15.5 Claims Period
Client must bring any claim within six (6) months after the claim accrues or it is deemed permanently waived and time-barred.
15.6 Sole Remedies
The remedies expressly set forth in this Agreement are Client's sole and exclusive remedies. No other damages or remedies are available under any circumstances.
15.7 Essential Terms
Client acknowledges that: a) These limitations are essential terms without which Artemis ABA Inc would not enter this Agreement b) Fees reflect the allocation of risk in this Agreement c) These limitations apply even if any remedy fails of its essential purpose d) These limitations are fair and reasonable
15.8 Suppliers and Distributors
Any supplier, distributor, or other person involved in creating, producing, or delivering The System has no liability to Client. This Section benefits all such persons.
16. Indemnification
16.1 Client Indemnification
Client shall defend, indemnify, and hold harmless Artemis ABA Inc, its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or related to:
a) Client Data, including claims that Client Data infringes, misappropriates, or violates any third-party intellectual property or other rights b) Client's use or misuse of The System or Documentation c) Client's violation of this Agreement d) Client's violation of any applicable law or regulation e) Claims by End Users or Client's employees, contractors, or agents f) Client's breach of confidentiality obligations g) Client's breach of data security obligations h) Client's negligence or willful misconduct
16.2 No Artemis ABA Inc Indemnification
Artemis ABA Inc has no indemnification obligations to Client under any circumstances. Client waives any right to indemnification from Artemis ABA Inc.
16.3 Indemnification Procedures
For claims subject to Client's indemnification obligations:
a) Artemis ABA Inc shall promptly notify Client in writing b) Client shall assume sole control and expense of defense and settlement c) Artemis ABA Inc shall reasonably cooperate in the defense (at Client's expense) d) Client may not settle any claim that imposes obligations on Artemis ABA Inc without its prior written consent
16.4 Failure to Defend
If Client fails to timely and adequately defend any claim, Artemis ABA Inc may assume defense at Client's expense and Client shall reimburse all costs.
17. General Provisions
17.1 Entire Agreement and Amendments
This Agreement, including all Addenda, constitutes the entire agreement and supersedes all prior agreements, communications, and understandings. This Agreement may be amended only by a written instrument signed by both parties. Artemis ABA Inc may unilaterally amend Addendum B (HIPAA BAA) to comply with legal requirements upon thirty (30) days' notice.
17.2 Governing Law and Venue
a) Governing Law: This Agreement is governed by Texas law, without regard to conflict of laws principles.
b) Exclusive Jurisdiction: The federal and state courts in Dallas County, Texas have exclusive jurisdiction over all disputes. Client irrevocably consents to jurisdiction in Dallas County and waives any objection to venue or inconvenient forum.
c) Arbitration: The parties agree that all disputes shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be held exclusively in Dallas County, Texas. The prevailing party shall be awarded all attorneys' fees, costs, and expenses. The arbitration award may be enforced in any court of competent jurisdiction.
d) Class Action Waiver: Each party waives any right to pursue disputes on a class, consolidated, or representative basis.
e) JURY TRIAL WAIVER: EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING FROM OR RELATED TO THIS AGREEMENT.
17.3 Assignment
Client may not assign this Agreement without Artemis ABA Inc's prior written consent. Any attempted assignment without consent is void. Artemis ABA Inc may freely assign this Agreement without consent or notice to:
a) Any affiliate or subsidiary b) Any successor in interest through merger, acquisition, or sale of assets c) Any third party for any reason
17.4 Severability
If any provision is invalid or unenforceable, it shall be reformed to the minimum extent necessary to make it enforceable while preserving the parties' intent. If reformation is not possible, the provision shall be severed and the remaining provisions remain in full force.
17.5 Injunctive Relief
Client acknowledges that breach of confidentiality, security, or intellectual property provisions would cause irreparable harm to Artemis ABA Inc. Artemis ABA Inc is entitled to seek injunctive relief without posting bond and without proving actual damages. This right is in addition to all other available remedies.
17.6 Independent Contractors
The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship.
17.7 No Third-Party Beneficiaries
This Agreement is solely for the parties' benefit and creates no third-party beneficiary rights, except as expressly stated in Section 15.8 (suppliers and distributors).
17.8 Force Majeure
Artemis ABA Inc is not liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, government actions, epidemics, labor disputes, utility failures, Internet outages, or cyber-attacks. If force majeure continues for sixty (60) days, Artemis ABA Inc may terminate this Agreement without refund or liability.
17.9 Waiver
No waiver is effective unless in writing and signed by the waiving party. Waiver of one breach does not waive any other breach.
17.10 Notices
All notices must be in writing and sent to:
To Artemis ABA Inc: ARTEMIS ABA INC
16633 N. Dallas Pkwy, Suite 456
Dallas, TX 75001
Attention: Legal Department
Email: contracts@artemisaba.com
To Client: Notices will be sent to the email address and/or mailing address provided by the Client during account creation or updated by the Client in their Artemis ABA platform settings.
If the Client does not provide a mailing address, notices delivered via email to the registered account email shall be deemed sufficient.
Notices are effective: (a) upon delivery if by personal delivery or email, (b) upon receipt if by certified mail, or (c) upon delivery if by overnight courier.
17.11 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, including electronic and PDF signatures. Each counterpart is an original; together they constitute one agreement.
17.12 Interpretation
Headings are for convenience only. "Including" means "including without limitation." In the event of ambiguity, this Agreement shall not be construed against either party as the drafter.
17.13 Survival
The following survive termination: Sections 3.1, 6, 8.5, 9, 10, 11.2, 13, 14, 15, 16, and 17.
17.14 Attorney's Fees
In any action to enforce this Agreement, the prevailing party is entitled to recover all attorneys' fees, costs, and expenses from the non-prevailing party.
17.15 Cumulative Remedies
All rights and remedies are cumulative and may be exercised concurrently or separately. Exercise of one remedy does not preclude exercise of others.
ADDENDUM A: BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (“BAA”) is entered into pursuant to the Software Service Agreement between Artemis ABA Inc. (“Business Associate”) and the Covered Entity, defined as any individual or organization that accepts this Agreement electronically by creating an account or accessing the Artemis ABA platform. This BAA becomes effective on the date the Covered Entity completes the online acceptance process (“Effective Date”).
RECITALS
WHEREAS, Covered Entity is a "Covered Entity" under HIPAA; and
WHEREAS, Business Associate provides services involving the use or disclosure of Protected Health Information ("PHI"); and
WHEREAS, federal law requires a business associate agreement between the parties.
DEFINITIONS
Terms used but not defined herein have the meanings assigned under HIPAA and HITECH. The following terms have the meanings set forth below:
"Breach" means a breach as defined in 45 CFR §164.402.
"Business Associate" means Artemis ABA Inc.
"Covered Entity" means ThomasHill Behavioral Training Innovations, LLC.
"Designated Record Set" has the meaning in 45 CFR §164.501.
"HIPAA Rules" means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164.
"Individual" means the person who is the subject of PHI.
"Protected Health Information" or "PHI" means individually identifiable health information as defined under HIPAA at 45 CFR §160.103.
"Required by Law" has the meaning in 45 CFR §164.103.
"Security Incident" has the meaning in 45 CFR §164.304.
"Subcontractor" means a person or entity to whom Business Associate delegates a function or service.
"Unsecured PHI" means PHI not rendered unusable, unreadable, or indecipherable per HHS guidance.
1. PERMITTED USES AND DISCLOSURES
1.1 General Use and Disclosure
Business Associate may use and disclose PHI only as necessary to perform services under the Software Service Agreement, as permitted by this BAA, as required by law, or as otherwise permitted by HIPAA.
1.2 Specific Uses
Business Associate may use PHI: a) To perform services for Covered Entity b) For Business Associate's proper management and administration c) To fulfill Business Associate's legal responsibilities d) For data aggregation services for Covered Entity's health care operations e) To de-identify data in compliance with HIPAA f) For Business Associate's business purposes after proper de-identification
1.3 Specific Disclosures
Business Associate may disclose PHI: a) As necessary to perform services for Covered Entity b) As required by law c) For Business Associate's proper management and administration if:
- Disclosure is required by law, or
- Business Associate obtains reasonable assurances from the recipient that the information will remain confidential and be used or disclosed only as required by law or for the purpose for which disclosed, and the recipient will notify Business Associate of any instances of which it is aware in which confidentiality was breached
1.4 Prohibited Uses
Business Associate shall not use or disclose PHI in any manner that would violate the HIPAA Rules if done by Covered Entity, except as expressly permitted herein.
2. OBLIGATIONS OF BUSINESS ASSOCIATE
2.1 Compliance with HIPAA
Business Associate shall comply with the applicable requirements of the HIPAA Rules.
2.2 Safeguards
Business Associate shall implement appropriate administrative, physical, and technical safeguards to prevent use or disclosure of PHI other than as permitted by this BAA, and to comply with the HIPAA Security Rule (45 CFR Part 164, Subpart C) with respect to electronic PHI.
2.3 Reporting
Business Associate shall report to Covered Entity:
a) Any use or disclosure not permitted by this BAA of which Business Associate becomes aware, including breaches of unsecured PHI as required by 45 CFR §164.410, within seventy-two (72) hours of discovery
b) Any security incident of which Business Associate becomes aware within seventy-two (72) hours of discovery
Reports shall include available information about the incident, individuals affected, and steps taken to mitigate harm.
Business Associate's obligation to report security incidents under this section is not an acknowledgement of fault or liability.
2.4 Subcontractors and Agents
Business Associate shall ensure that any subcontractor or agent that creates, receives, maintains, or transmits PHI on behalf of Business Associate agrees in writing to restrictions and conditions at least as stringent as those in this BAA. Business Associate remains fully liable for acts and omissions of subcontractors.
2.5 Access to PHI
Upon Covered Entity's request, Business Associate shall provide access to PHI in a Designated Record Set to Covered Entity or an Individual within ten (10) business days of the request, to the extent required by 45 CFR §164.524.
2.6 Amendment of PHI
Upon Covered Entity's request, Business Associate shall make amendments to PHI in a Designated Record Set within ten (10) business days, to the extent required by 45 CFR §164.526.
2.7 Accounting of Disclosures
Business Associate shall document disclosures of PHI and provide an accounting of such disclosures to Covered Entity within twenty (20) business days of request, as required by 45 CFR §164.528. Business Associate shall provide information necessary for Covered Entity to respond to requests for accounting within the three (3) or six (6) year period prior to the request, as applicable.
2.8 Books and Records
Business Associate shall make its internal practices, books, and records relating to use and disclosure of PHI available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Rules.
2.9 Minimum Necessary
Business Associate shall use, disclose, and request only the minimum necessary PHI to accomplish the intended purpose, to the extent required by 45 CFR §164.502(b) and §164.514(d).
2.10 Secretary's Interpretation
Business Associate shall comply with the Secretary's interpretation of HIPAA's requirements as expressed in regulations, guidance, or other official pronouncements.
3. OBLIGATIONS OF COVERED ENTITY
3.1 Notice of Privacy Practices
Covered Entity shall notify Business Associate of any limitation(s) in its Notice of Privacy Practices that affect Business Associate's use or disclosure of PHI.
3.2 Permission Changes
Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent such changes affect Business Associate's permitted uses and disclosures.
3.3 Restriction Requests
Covered Entity shall notify Business Associate of any restriction on use or disclosure of PHI that Covered Entity has agreed to pursuant to 45 CFR §164.522, to the extent such restriction affects Business Associate's use or disclosure.
3.4 Permissible Requests
Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by Covered Entity.
4. TERM AND TERMINATION
4.1 Term
This BAA is effective as of the Effective Date and shall terminate upon the earlier of: a) Termination of the Software Service Agreement b) Termination pursuant to Section 4.2
4.2 Termination for Breach
If either party determines the other has breached a material term of this BAA:
a) The non-breaching party shall provide written notice of the breach b) The breaching party has thirty (30) days to cure c) If not cured or cure is not possible, the non-breaching party may:
- Terminate the Software Service Agreement and this BAA immediately, or
- If termination is not feasible, report the breach to the Secretary
Determination of "feasibility" is at the non-breaching party's sole discretion.
4.3 Effect of Termination
Upon termination:
a) Business Associate shall return or destroy all PHI received from Covered Entity or created or received on behalf of Covered Entity, if feasible
b) Business Associate shall retain no copies of PHI
c) If return or destruction is infeasible, Business Associate shall:
- Notify Covered Entity in writing of the reasons return or destruction is infeasible
- Extend protections of this BAA to the PHI
- Limit further uses and disclosures to purposes making return or destruction infeasible
Determination of "feasibility" is at Business Associate's sole discretion. Business Associate may determine return or destruction is "infeasible" if it requires substantial effort or expense, impacts Business Associate's system operations, or affects services to other clients.
4.4 Survival
The obligations in Section 4.3 survive termination.
5. MISCELLANEOUS
5.1 Regulatory Changes
The parties agree to amend this BAA to comply with changes to the HIPAA Rules. Business Associate may amend this BAA unilaterally upon thirty (30) days' written notice to maintain compliance with legal requirements.
5.2 Interpretation
This BAA shall be interpreted to permit compliance with the HIPAA Rules. Any ambiguity shall be resolved to permit such compliance.
5.3 Relationship to Software Service Agreement
This BAA supplements and is part of the Software Service Agreement. In the event of conflict between this BAA and the Software Service Agreement regarding PHI, this BAA controls. In all other respects, the Software Service Agreement controls, including all limitation of liability, disclaimer of warranties, and indemnification provisions.
5.4 No Third-Party Beneficiaries
Nothing in this BAA confers rights upon any person other than the parties and their successors and assigns.
5.5 Limitation of Business Associate Liability
NOTWITHSTANDING ANY PROVISION IN THIS BAA, BUSINESS ASSOCIATE'S LIABILITY FOR ANY BREACH OF THIS BAA OR VIOLATION OF HIPAA IS SUBJECT TO THE LIMITATION OF LIABILITY PROVISIONS IN SECTION 15 OF THE SOFTWARE SERVICE AGREEMENT. BUSINESS ASSOCIATE'S TOTAL LIABILITY FOR ALL HIPAA-RELATED CLAIMS SHALL NOT EXCEED THE AMOUNT SPECIFIED IN SECTION 15.1 OF THE SOFTWARE SERVICE AGREEMENT.
5.6 No Additional Warranties
Business Associate makes no warranties regarding PHI security, data integrity, or HIPAA compliance beyond those expressly stated in this BAA. All disclaimers in Section 14 of the Software Service Agreement apply to services provided under this BAA.
5.7 Indemnification
Client's indemnification obligations in Section 16 of the Software Service Agreement apply to all claims arising from or related to PHI, including claims that Client's PHI or Client's handling of PHI violates any law or third-party right.
%201.webp)
