1. Introduction
Welcome to the Staff Education Assistance Program (SEAP), a comprehensive educational resource offered by Dimapilis Life Care. SEAP is designed to provide nursing home facilities with high-quality training materials, including videos, handouts, quizzes, audit forms, checklists, and in-service handouts, to enhance the knowledge and skills of their staff.
By accessing and using SEAP, you (“Client,” “you,” or “your”) agree to comply with and be bound by the following terms and conditions. These terms and conditions govern your use of SEAP and all associated services and content provided by Dimapilis Life Care (“Provider,” “we,” “us,” or “our”).
Please read these terms and conditions carefully before accessing or using SEAP. If you do not agree to these terms, you must not access or use our services. By using SEAP, you acknowledge that you have read, understood, and agree to be legally bound by these terms and conditions, and that you are an authorized representative of your facility, capable of entering into this Agreement on behalf of the facility.
Dimapilis Life Care reserves the right to modify these terms and conditions at any time. Continued use of SEAP after any such changes constitutes your acceptance of the new terms. It is your responsibility to regularly review these terms and conditions to stay informed of any updates.
We are committed to providing valuable educational resources through SEAP and strive to ensure a beneficial experience for all users. Should you have any questions or need further assistance, please do not hesitate to contact us.
2. Acceptance of Terms
By subscribing to the Staff Education Assistance Program (SEAP), the individual agreeing to these terms confirms that they are an authorized representative of the subscribing facility (the “Client”). This agreement binds the facility to these terms and conditions.
As an authorized representative, you acknowledge and warrant that you have the authority to enter into this agreement on behalf of the facility, and that you have read, understood, and agree to all the terms and conditions set forth herein.
The terms of this agreement will continue to be binding on the facility even if the individual who accepted the terms is no longer employed by the facility. This ensures continuity and adherence to the agreement, regardless of changes in personnel. The subscription and the facility’s obligations under this agreement will remain in effect until formally terminated by another authorized representative of the facility in accordance with the termination provisions outlined in these terms and conditions.
By subscribing to and using SEAP, the facility agrees to comply with all applicable laws and regulations, and to ensure that all users within the facility adhere to the terms of this agreement. The facility is responsible for informing its staff of these terms and for enforcing compliance.
Should the facility wish to terminate this agreement, an authorized representative must provide formal written notice as specified in the termination clause of this agreement. Until such notice is given and the termination process is completed, the facility remains bound by the terms and conditions of this agreement, including any payment obligations.
3. Services Provided
Dimapilis Life Care is dedicated to enhancing the quality of staff training in nursing homes through the Staff Education Assistance Program (SEAP). SEAP is an extensive online educational resource tailored to meet the training needs of healthcare facilities. The services provided under SEAP include, but are not limited to, the following:
a) Training Videos:
Our comprehensive training videos cover a wide range of topics essential for the effective functioning of nursing home staff. These videos are designed to provide clear, concise, and engaging instruction, ensuring that staff members can easily understand and implement best practices.
b) Handouts:
We provide detailed handouts that supplement the training videos. These handouts include critical information, key points, and summaries that staff can refer to during and after training sessions to reinforce their learning.
c) Quizzes:
To assess the understanding and retention of the material covered in the training videos, we offer quizzes that staff members can take after completing each module. These quizzes help to ensure that the training has been effective and identify any areas where further instruction might be needed.
d) Audit Forms:
Our audit forms are designed to help facilities systematically evaluate and document compliance with various healthcare standards and regulations. These forms are an essential tool for maintaining high standards of care and ensuring regulatory compliance.
e) Checklists:
We provide practical checklists that staff can use to ensure that all necessary steps and procedures are followed. These checklists are valuable tools for maintaining consistency and quality in care delivery.
f) In-Service Handouts:
Our in-service handouts are specifically designed for use during staff training sessions. These handouts provide detailed information on various topics, allowing for structured and effective training sessions.
SEAP is structured to facilitate both individual and group training sessions, making it a versatile resource for nursing homes. Whether used for onboarding new staff, conducting annual mandatory in-services, or providing specialized training, SEAP offers the flexibility and depth needed to ensure comprehensive staff education. Our goal is to support nursing homes in delivering high-quality care through well-trained and knowledgeable staff.
4. Access and Usage
a) License Grant:
Dimapilis Life Care grants the Client a non-exclusive, non-transferable license to access and use the Staff Education Assistance Program (SEAP) solely for the purpose of staff training at the Client’s facility. This license permits the Client to utilize the educational resources provided through SEAP, including training videos, handouts, quizzes, audit forms, checklists, and in-service handouts, to enhance the knowledge and skills of their staff members.
b) Restrictions on Access:
Access to SEAP is strictly limited to the subscribing facility. The Client acknowledges and agrees that the provided access credentials (username and password) are unique to their facility and must not be shared with or transferred to any other facility, including any sister or affiliate facilities. Unauthorized sharing of access credentials or use of SEAP by facilities other than the subscribing facility is strictly prohibited and constitutes a breach of this Agreement.
c) User Accountability:
The Client is responsible for maintaining the confidentiality of the access credentials and ensuring that only authorized personnel within their facility use SEAP. The Client agrees to notify Dimapilis Life Care immediately if they suspect any unauthorized use of their access credentials or any other breach of security.
d) Periodic Password Changes:
For account security purposes, Dimapilis Life Care may periodically provide a new facility password to access SEAP to the authorized facility representative. This measure is to ensure that staff who have left the facility cannot access SEAP once they transfer to a different facility and to prevent unauthorized sharing of access credentials.
e) Usage Limitations:
The Client may use SEAP solely for the purpose of training their staff. The Client is not permitted to modify, copy, distribute, create derivative works from, or exploit any part of SEAP content for any commercial purposes outside of the agreed training use within their facility. Any attempt to do so will be considered a violation of this Agreement.
f) Monitoring and Compliance:
Dimapilis Life Care reserves the right to monitor the usage of SEAP to ensure compliance with these terms and conditions. If any misuse or unauthorized access is detected, Dimapilis Life Care reserves the right to suspend or terminate the Client’s access to SEAP without prior notice and without any liability.
g) Equipment and Internet Access:
The Client is responsible for providing the necessary equipment (such as computers, internet access, and printers) required to access and utilize SEAP. Dimapilis Life Care is not responsible for any technical issues, including internet connectivity problems, that may affect the Client’s ability to access SEAP.
5. Payment Terms
a) Subscription Fees:
The Client agrees to pay the subscription fee for access to the Staff Education Assistance Program (SEAP) via a facility credit card, which will be billed on a monthly basis. Alternatively, the Client has the option to pay and subscribe on an annual basis. It is important to note that all payments, whether monthly or annual, are non-refundable under any circumstances.
b) Annual Payment via Facility Check:
If the Client prefers to use a facility check for payment, this option is only available for annual subscriptions and not for monthly payments. The annual payment must be received in full before access to SEAP is granted or renewed.
c) Billing and Notifications:
The Provider will provide a 5-day advance notice before charging the credit card each month. This notice will be sent to the authorized representative of the Client to ensure that they are aware of the upcoming charge and can ensure that the payment method on file is current and has sufficient funds to cover the subscription fee.
d) Non-Refundable Payments:
To protect the intellectual property and contents of Dimapilis Life Care from businesses that might seek to obtain ideas or concepts and then unsubscribe, all payments, whether made on a monthly or annual basis, are strictly non-refundable. This policy is in place to safeguard the proprietary nature of SEAP and to ensure that only committed clients benefit from the program.
e) Payment Failures:
In the event that a scheduled payment fails due to an issue with the facility’s credit card (e.g., insufficient funds, expired card), the Provider reserves the right to temporarily suspend access to SEAP until the outstanding balance is settled. The Client will be notified of the payment failure and will be given an opportunity to update their payment information and resolve the issue. Access to SEAP will be reactivated once the payment is successfully processed.
f) Responsibility for Payment:
The Client is responsible for ensuring that the payment method on file is up-to-date and has sufficient funds to cover the subscription fees. Any costs associated with failed payments or collection efforts will be the responsibility of the Client.
g) Changes to Fees:
Dimapilis Life Care reserves the right to change the subscription fees for SEAP at any time. Any changes to the fees will be communicated to the Client in writing at least 30 days in advance. Continued use of SEAP after the fee change takes effect constitutes acceptance of the new fees.
6. Term and Termination
a) Term of Agreement:
This Agreement is effective for one year from the date of subscription and will automatically renew for successive one-year terms unless terminated in accordance with the provisions outlined herein. This ensures continuous access to the Staff Education Assistance Program (SEAP) for the Client’s facility, allowing uninterrupted training and development of staff.
b) Unauthorized Access and Early Termination:
Early termination of this Agreement may occur if the Client shares access credentials with unauthorized facilities. Such actions are a breach of this Agreement and will make the Client liable for any resulting damages. Unauthorized access undermines the integrity and exclusivity of SEAP, and Dimapilis Life Care reserves the right to terminate access immediately if such breaches are detected.
c) Client-Initiated Cancellation:
The Client may cancel their subscription or unsubscribe from SEAP at any time. To initiate cancellation, the Client must provide notice to Dimapilis Life Care. Upon cancellation, the Client will continue to have access to SEAP training materials until the end of the current billing cycle. After this period, the Client must cease all use of SEAP training materials, including but not limited to training videos, handouts, checklists, quizzes, in-service forms, and any other materials provided through SEAP. The Client is responsible for ensuring that all printed and digital materials are no longer used after the cancellation becomes effective.
d) Temporary Termination for Non-Payment:
The Provider reserves the right to temporarily terminate access to SEAP if the Client fails to make a payment on the scheduled day or if the facility credit card payment is declined. In such cases, the Client will be notified of the payment failure and given an opportunity to rectify the issue. Access to SEAP will be resumed or reactivated once the outstanding balance is settled. This provision ensures that access to SEAP is maintained only for clients in good financial standing.
e) Formal Termination Process:
To formally terminate this Agreement, the Client must provide written notice to Dimapilis Life Care at least 30 days prior to the desired termination date. This notice must be provided by an authorized representative of the facility. Upon receipt of the termination notice, Dimapilis Life Care will process the termination and confirm the end date of access to SEAP.
f) Provider-Initiated Termination:
Dimapilis Life Care reserves the right to terminate this Agreement and the Client’s access to SEAP at any time, with or without cause, by providing written notice to the Client. In such cases, the Client will be allowed to access SEAP until the end of the current billing cycle, unless the termination is due to a breach of this Agreement, in which case access may be terminated immediately.
g) Post-Termination Obligations:
Upon termination of this Agreement, the Client must immediately discontinue all use of SEAP training materials and destroy any copies of such materials in their possession. The Client is also required to ensure that any staff members who had access to SEAP are informed of the termination and the need to cease use of the training materials.
7. Intellectual Property
All content provided in the Staff Education Assistance Program (SEAP), including but not limited to training videos, handouts, quizzes, audit forms, checklists, in-service handouts, and any other materials, is the exclusive intellectual property of Dimapilis Life Care. This content is protected by copyright laws and other intellectual property rights.
a) Ownership and Rights:
Dimapilis Life Care retains all rights, title, and interest in and to SEAP and its content. This includes all intellectual property rights such as copyrights, trademarks, and any other proprietary rights. The Client acknowledges that no ownership rights are being transferred to them by granting access to SEAP.
b) Restrictions on Use:
The Client is granted a limited, non-exclusive, non-transferable license to use SEAP solely for the purpose of staff training within their facility. The Client agrees not to:
- Modify, alter, or create derivative works from SEAP content.
- Copy, reproduce, or distribute SEAP content in any form or by any means, including electronic, mechanical, photocopying, recording, or other methods, except as expressly permitted herein.
- Share access credentials with unauthorized individuals or facilities.
- Use SEAP content for any commercial purposes outside the scope of staff training within their facility.
c) Permitted Use of Printable Materials:
During the term of the subscription, the Client is permitted to download, print, and distribute the printable training materials such as handouts, quizzes, checklists, and audit forms for use within their facility. This permission is granted only for the duration of the active subscription period. Upon termination or expiration of the subscription, the Client must cease all use of these materials.
d) Prohibition on Video Content:
The training videos provided through SEAP are never to be downloaded, recorded, or reproduced in any form. The Client is only allowed to stream the videos through the SEAP platform as intended. Any attempt to download, record, or reproduce the video content will be considered a material breach of this Agreement.
e) Protection of Content:
To maintain the integrity and exclusivity of SEAP, Dimapilis Life Care employs various security measures to protect its content. This includes but is not limited to digital rights management (DRM), watermarking, and regular updates to access credentials.
f) Reporting Unauthorized Use:
The Client agrees to promptly notify Dimapilis Life Care of any unauthorized use, reproduction, or distribution of SEAP content. This includes any suspected breaches of security or unauthorized sharing of access credentials.
g) Consequences of Unauthorized Use:
Any unauthorized use, reproduction, or distribution of SEAP content will be considered a material breach of this Agreement. Dimapilis Life Care reserves the right to take appropriate legal action, including but not limited to terminating the Client’s access to SEAP, seeking injunctive relief, and pursuing any other remedies available under the law.
h) Acknowledgment of Proprietary Rights:
The Client acknowledges and agrees that SEAP content is protected by copyright laws, trademark laws, and other intellectual property rights, and that these rights are valid and enforceable. The Client further acknowledges that any unauthorized use of SEAP content constitutes infringement of these rights and may result in legal action.
8. Prohibited Activities
To maintain the integrity and exclusivity of the Staff Education Assistance Program (SEAP) and protect the intellectual property of Dimapilis Life Care, the following activities are strictly prohibited:
a) Prohibition on Recording, Copying, or Reproducing Videos:
Recording, copying, downloading, or reproducing any SEAP training videos in any form is strictly prohibited. This includes but is not limited to using screen capture software, video recording devices, or any other method to duplicate the video content provided through SEAP. The training videos are intended solely for streaming through the SEAP platform, and any attempt to record or reproduce these videos is a violation of this Agreement and applicable copyright laws.
b) Restricted Use of Training Materials:
The Client may download and print training materials such as handouts, quizzes, checklists, and audit forms solely for use within their facility during the active subscription period. These materials are provided to facilitate staff training and should not be used for any other purpose. The Client is prohibited from:
- Distributing printed or digital copies of SEAP training materials outside of their facility.
- Sharing printed or digital copies of SEAP training materials with other facilities, including sister or affiliate facilities.
- Using SEAP training materials for commercial purposes or any activities unrelated to staff training within the subscribing facility.
c) Unauthorized Sharing of Access Credentials:
The Client must not share their SEAP access credentials (username and password) with any unauthorized individuals or facilities. Access to SEAP is granted exclusively to the subscribing facility, and sharing credentials with external parties is a breach of this Agreement.
d) Modification and Creation of Derivative Works:
The Client is prohibited from modifying, altering, or creating derivative works based on any SEAP content. This includes but is not limited to editing training videos, altering handouts or quizzes, and creating new materials derived from SEAP content. All SEAP materials must be used as provided without any alterations.
e) Commercial Use Restrictions:
The Client must not use SEAP content for any commercial purposes beyond the scope of staff training within their facility. This includes selling, licensing, or otherwise exploiting SEAP materials for financial gain or business purposes unrelated to the intended use of staff education.
f) Compliance with Subscription Terms:
The Client agrees to adhere to all terms of their subscription, including the duration and usage limits specified. Any use of SEAP content beyond the subscription period or in violation of the subscription terms is prohibited.
g) Reporting Violations:
The Client is responsible for reporting any suspected violations of these prohibited activities to Dimapilis Life Care promptly. This includes unauthorized access, misuse of SEAP materials, or any activities that compromise the integrity of SEAP content.
h) Consequences of Prohibited Activities:
Engaging in any of the prohibited activities outlined above will be considered a material breach of this Agreement. Dimapilis Life Care reserves the right to take appropriate legal action in response to such breaches, including but not limited to terminating the Client’s access to SEAP, seeking injunctive relief, and pursuing any other remedies available under the law.
9. Compliance and Liability
a) Compliance with Laws and Regulations:
The Client agrees to use the Staff Education Assistance Program (SEAP) in full compliance with all applicable local, state, and federal laws and regulations. This includes, but is not limited to, regulations and guidelines set forth by the Department of Health, the Centers for Medicare & Medicaid Services (CMS), and any other relevant regulatory bodies. The Client is responsible for ensuring that their use of SEAP aligns with these regulations and for implementing any necessary measures to comply with regulatory requirements.
b) Verification of Practices:
While SEAP provides comprehensive training materials based on industry best practices, the Client is responsible for verifying that their facility’s practices align with the most current laws, regulations, and guidelines. This includes regular reviews and updates of internal policies and procedures to ensure ongoing compliance. Dimapilis Life Care recommends that the Client periodically consult official regulatory resources or seek professional advice to confirm compliance.
c) Limitation of Liability for Client’s Actions:
Dimapilis Life Care is not liable for any errors, omissions, or actions taken by the Client’s staff based on the training received through SEAP. The Client acknowledges that the implementation and application of training materials are under their control and discretion. Any decisions made or actions taken by the Client’s staff are the sole responsibility of the Client.
d) State Survey Deficiencies and Negative Outcomes:
Dimapilis Life Care is not liable for any state survey deficiencies, regulatory penalties, or negative outcomes that may arise as a result of the Client’s use of SEAP. The Client is responsible for maintaining compliance with all regulatory requirements and for addressing any deficiencies identified during state surveys or inspections. SEAP is intended to support the Client’s training efforts, but it does not replace the need for comprehensive compliance management and oversight by the Client.
e) Responsibility for Compliance:
The Client is responsible for ensuring that all staff members who use SEAP are aware of and adhere to the applicable laws and regulations. This includes providing additional training or resources as necessary to ensure that staff understand their regulatory obligations. The Client must also monitor the implementation of SEAP training to ensure that it is effectively integrated into their facility’s operations and compliance framework.
f) No Warranties on Compliance:
Dimapilis Life Care provides SEAP “as is” and makes no warranties, express or implied, regarding the sufficiency of SEAP materials in meeting regulatory compliance standards. The Client acknowledges that SEAP is a supplemental training resource and should be used in conjunction with other compliance efforts.
g) Indemnification:
The Client agrees to indemnify and hold harmless Dimapilis Life Care, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in connection with the Client’s use of SEAP. This includes, but is not limited to, claims related to non-compliance with regulatory requirements, errors made by the Client’s staff, and any resulting deficiencies or penalties.
10. Indemnification
The Client agrees to indemnify, defend, and hold harmless Dimapilis Life Care, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses, including, but not limited to, reasonable attorney’s fees and legal expenses, arising out of or in any way connected with:
a) Use of SEAP:
Any claims arising from the Client’s use or misuse of the Staff Education Assistance Program (SEAP), including but not limited to the application of training materials, implementation of training programs, and any actions taken by the Client’s staff as a result of SEAP training.
b) Non-Compliance with Healthcare Regulations:
Any claims, damages, or penalties resulting from the Client’s failure to comply with local, state, or federal healthcare regulations, guidelines, and standards. This includes non-compliance with the Department of Health, CMS, and other regulatory bodies governing the operation of healthcare facilities.
c) Breach of Agreement:
Any claims arising from the Client’s breach of any terms and conditions outlined in this Agreement, including unauthorized sharing or use of SEAP content, failure to maintain confidentiality of access credentials, and any other violations of the Agreement.
d) Data Protection and Privacy Violations:
Any claims related to breaches of data protection and privacy laws due to the Client’s handling of personal data in connection with the use of SEAP. The Client is responsible for ensuring that all data protection measures are in place and that personal data is handled in accordance with applicable laws.
e) Third-Party Claims:
Any claims made by third parties against Dimapilis Life Care arising from the Client’s actions, omissions, or use of SEAP. This includes claims by staff members, patients, regulatory bodies, or any other third parties affected by the Client’s use of SEAP.
f) Intellectual Property Infringement:
Any claims arising from the Client’s unauthorized use, reproduction, or distribution of SEAP content, including but not limited to intellectual property infringement claims.
g) Legal and Regulatory Actions:
Any legal actions, regulatory investigations, or proceedings initiated against Dimapilis Life Care as a result of the Client’s actions or non-compliance with regulatory requirements.
The Client agrees to promptly notify Dimapilis Life Care of any such claims and to cooperate fully in the defense of any claims. Dimapilis Life Care reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Client, at the Client’s expense. The Client shall not settle any claim without the prior written consent of Dimapilis Life Care.
11. Warranty Disclaimer
The Staff Education Assistance Program (SEAP) is provided by Dimapilis Life Care on an “as is” and “as available” basis. This means that SEAP and all associated materials are offered without any warranties or guarantees of any kind, either express or implied.
a) No Express or Implied Warranties:
Dimapilis Life Care expressly disclaims all warranties, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. This disclaimer extends to all aspects of SEAP, including but not limited to training videos, handouts, quizzes, audit forms, checklists, in-service handouts, and any other materials provided through the program.
b) No Warranty of Accuracy or Completeness:
Dimapilis Life Care does not warrant that the information, content, and materials provided through SEAP are accurate, complete, reliable, current, or error-free. While efforts are made to ensure that the training materials are based on best practices and current guidelines, Dimapilis Life Care does not guarantee that the content will meet all of the Client’s needs or expectations.
c) No Warranty of Availability or Uninterrupted Access:
Dimapilis Life Care does not guarantee that SEAP will be available at all times or that access to the program will be uninterrupted, secure, or free from errors. There may be periods of downtime or technical issues that could affect access to SEAP, and Dimapilis Life Care is not responsible for any disruptions in service.
d) No Warranty Against Viruses or Harmful Components:
Dimapilis Life Care does not warrant that SEAP or any related content, materials, or services are free from viruses, malware, or other harmful components. The Client is responsible for implementing appropriate security measures and safeguards to protect their systems and data.
e) Client’s Responsibility:
The Client acknowledges that the use of SEAP is at their own risk. The Client is responsible for verifying the suitability of SEAP for their specific needs and for ensuring that the training materials comply with applicable laws and regulations. Dimapilis Life Care is not liable for any actions taken based on the information provided through SEAP, nor for any outcomes resulting from the use of the program.
f) Limitation of Liability:
To the fullest extent permitted by law, Dimapilis Life Care, its officers, directors, employees, agents, and affiliates will not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in any way connected with the use of SEAP, including but not limited to damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, even if Dimapilis Life Care has been advised of the possibility of such damages.
12. Limitation of Liability
Dimapilis Life Care’s liability under this Agreement is strictly limited to the amount paid by the Client for the subscription to the Staff Education Assistance Program (SEAP). This limitation applies to all claims, actions, and liabilities arising out of or related to this Agreement and the use of SEAP.
a) Maximum Liability:
The maximum liability of Dimapilis Life Care, its officers, directors, employees, agents, and affiliates, under any circumstances, shall be limited to the total amount of subscription fees paid by the Client to Dimapilis Life Care during the twelve (12) months immediately preceding the event giving rise to the claim. This limitation of liability is cumulative and not per incident.
b) Exclusion of Indirect, Incidental, and Consequential Damages:
Dimapilis Life Care shall not be liable for any indirect, incidental, special, punitive, or consequential damages of any kind, including but not limited to loss of profits, loss of revenue, loss of business opportunities, loss of data, business interruption, or any other commercial damages or losses, whether arising in contract, tort (including negligence), strict liability, or otherwise, even if Dimapilis Life Care has been advised of the possibility of such damages.
c) Scope of Liability Limitation:
This limitation of liability applies to all causes of action, whether based on contract, tort, or any other legal theory, and regardless of the type of relief sought, including but not limited to damages, specific performance, or injunctive relief.
d) Responsibility for Third-Party Actions:
Dimapilis Life Care shall not be liable for any actions, omissions, or negligence of third parties, including but not limited to internet service providers, hosting services, or any other third-party services that may affect the availability or performance of SEAP. The Client acknowledges that access to SEAP may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.
e) Force Majeure:
Dimapilis Life Care shall not be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil disturbances, government actions, strikes, labor disputes, power outages, or interruptions in internet services.
f) No Liability for Regulatory Compliance:
Dimapilis Life Care does not assume any liability for the Client’s compliance with local, state, or federal regulations. It is the Client’s responsibility to ensure that their use of SEAP and their facility’s practices comply with all applicable laws and regulations. Dimapilis Life Care provides SEAP as a supplemental educational resource and does not guarantee that the use of SEAP will result in regulatory compliance.
g) Acknowledgment of Limitation:
By using SEAP, the Client acknowledges and agrees to this limitation of liability. The Client understands that this limitation is a fundamental part of this Agreement and that Dimapilis Life Care would not provide SEAP without such limitations.
13. Confidentiality
a) Definition of Confidential Information:
For the purposes of this Agreement, “Confidential Information” refers to any non-public, proprietary information, whether written, oral, electronic, or other form, disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) during the term of this Agreement. Confidential Information includes, but is not limited to, business plans, strategies, financial information, technical data, product designs, marketing plans, customer information, trade secrets, and any other information that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood to be confidential.
b) Obligations of Confidentiality:
Both parties agree to maintain the confidentiality of any Confidential Information disclosed during the term of this Agreement. The Receiving Party shall:
1. Use the Confidential Information solely for the purposes of performing its obligations under this Agreement and not for any other purpose.
2. Take all reasonable precautions to protect the confidentiality of the Confidential Information, which shall be at least as stringent as the precautions it takes to protect its own confidential information of a similar nature.
3. Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law or as necessary to perform its obligations under this Agreement.
c) Exceptions to Confidentiality:
The obligations of confidentiality do not apply to information that:
- Is or becomes publicly available through no breach of this Agreement by the Receiving Party.
- Is already known to the Receiving Party at the time of disclosure, as evidenced by the Receiving Party’s written records
- Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information
- Is received from a third party who has the right to disclose the information without restriction.
d) Required Disclosures:
If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall promptly notify the Disclosing Party in writing, if legally permissible, to allow the Disclosing Party an opportunity to seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that is legally required and shall use reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
e) Return or Destruction of Confidential Information:
Upon termination or expiration of this Agreement, or at the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession or control and certify in writing that it has done so, except to the extent that the Receiving Party is required to retain copies for regulatory compliance purposes.
f) No Implied Rights:
Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to any Confidential Information, except as expressly set forth in this Agreement. The Receiving Party acknowledges that all Confidential Information remains the property of the Disclosing Party.
g) Duration of Confidentiality Obligations:
The obligations of confidentiality set forth in this Agreement shall survive the termination or expiration of this Agreement and shall continue for a period of five (5) years from the date of disclosure of the Confidential Information.
14. Data Protection and Privacy
Dimapilis Life Care is committed to ensuring the privacy and protection of Client data. The Provider agrees to comply with all applicable data protection laws and regulations in the handling, processing, and storage of any personal or sensitive data provided by the Client.
a) Compliance with Data Protection Laws:
Dimapilis Life Care shall comply with all applicable data protection laws and regulations, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), General Data Protection Regulation (GDPR) (if applicable), and any other relevant federal, state, and local data protection laws in the United States.
b) Data Collection and Use:
The Client acknowledges and agrees that Dimapilis Life Care may collect, use, and process personal data provided by the Client solely for the purposes of providing and improving the Staff Education Assistance Program (SEAP). This includes but is not limited to data necessary for account creation, user authentication, service delivery, technical support, and communication related to SEAP.
c) Data Security Measures:
Dimapilis Life Care implements appropriate technical and organizational measures to protect Client data against unauthorized access, disclosure, alteration, or destruction. These measures include, but are not limited to, encryption, secure access controls, regular security assessments, and staff training on data protection best practices.
d) Data Access and Confidentiality:
Access to Client data is restricted to authorized personnel who require such access to perform their job functions. Dimapilis Life Care ensures that all personnel with access to Client data are bound by confidentiality obligations and are trained in data protection principles.
e) Data Retention and Deletion:
Dimapilis Life Care retains Client data only for as long as necessary to fulfill the purposes for which it was collected, or as required by applicable laws and regulations. Upon termination or expiration of this Agreement, and at the Client’s written request, Dimapilis Life Care will securely delete or return all personal data related to the Client, except to the extent that Dimapilis Life Care is required to retain copies for regulatory compliance purposes.
f) Data Breach Notification:
In the event of a data breach that affects Client data, Dimapilis Life Care shall promptly notify the Client in accordance with applicable data protection laws. The notification will include, to the extent possible, a description of the breach, the types of data involved, the likely consequences, and the measures taken or proposed to address the breach and mitigate its effects.
g) Client Responsibilities:
The Client is responsible for ensuring that any data provided to Dimapilis Life Care is accurate, complete, and obtained in compliance with applicable data protection laws. The Client agrees to inform Dimapilis Life Care of any changes to the data provided to ensure that it remains accurate and up-to-date.
h) Third-Party Data Processors:
Dimapilis Life Care may engage third-party service providers to process Client data on its behalf. These third-party processors are subject to data protection obligations that are consistent with this Agreement and applicable data protection laws. Dimapilis Life Care ensures that any third-party processors provide adequate safeguards for the protection of Client data.
i) Privacy Policy:
Dimapilis Life Care’s Privacy Policy, available on our website, provides further details on how we collect, use, and protect personal data. By using SEAP, the Client agrees to the terms outlined in the Privacy Policy.
15. Modifications to Terms
Dimapilis Life Care reserves the right to modify, amend, or update these terms and conditions at any time to reflect changes in our services, legal requirements, or business practices. The following outlines the process and implications of such modifications:
a) Notification of Changes:
In the event that Dimapilis Life Care makes any modifications to these terms and conditions, we will provide notice to the Client. Notification may be given through various means, including but not limited to email, notifications within the SEAP platform, or updates posted on our website. The notice will include a summary of the changes and the date on which the modifications will take effect.
b) Review of Modifications:
The Client is responsible for reviewing any modifications to these terms and conditions. We encourage the Client to regularly check for updates to ensure that they remain informed about any changes that may affect their use of SEAP.
c) Acceptance of New Terms:
Continued use of SEAP after the effective date of the modifications constitutes acceptance of the revised terms and conditions. If the Client does not agree to the modified terms, they must cease using SEAP and may terminate their subscription in accordance with the termination provisions of this Agreement.
d) Material Changes:
In the case of material changes that significantly impact the Client’s rights or obligations under this Agreement, Dimapilis Life Care will provide a more prominent notice and may require the Client to accept the new terms explicitly before continuing to use SEAP. Material changes may include, but are not limited to, changes to payment terms, privacy policies, or significant alterations to service offerings.
e) Binding Nature of Modifications:
All modifications to these terms and conditions are binding upon the Client as of the effective date specified in the notice. The Client’s continued use of SEAP after such modifications take effect confirms their acceptance of the changes.
f) Right to Terminate:
If the Client does not agree to the modified terms and conditions, they have the right to terminate their subscription to SEAP. The termination process will follow the provisions outlined in the Term and Termination section of this Agreement. Upon termination, the Client must cease all use of SEAP and comply with the post-termination obligations.
g) Record of Changes:
Dimapilis Life Care will maintain a record of all modifications to these terms and conditions, including the date of the change and a summary of the modifications. Clients may request access to this record to review historical changes.
h) Continued Improvements:
Dimapilis Life Care is committed to continually improving SEAP to better serve our Clients. As part of this commitment, we may introduce new features, updates, or enhancements to SEAP, which may necessitate modifications to these terms and conditions. Clients are encouraged to provide feedback on any changes to help us refine and improve our services.
16. Governing Law
This Agreement, including its formation, interpretation, performance, and enforcement, shall be governed by and construed in accordance with the laws of the state where Dimapilis Life Care is registered, without regard to its conflict of law provisions. The following outlines the implications and details of this governing law provision:
a) Applicable Law:
The laws of the state where Dimapilis Life Care is registered shall apply to all matters arising from or related to this Agreement. This includes, but is not limited to, contractual obligations, rights, and remedies, as well as any disputes or legal actions related to the use of the Staff Education Assistance Program (SEAP).
b) Conflict of Law Provisions:
This Agreement expressly excludes the application of any conflict of law provisions that would result in the application of the laws of any other jurisdiction. The intent is to ensure that the laws of the state where Dimapilis Life Care is registered are consistently applied, regardless of where the Client is located or where any legal action is initiated.
c) Jurisdiction and Venue:
Any legal actions, suits, or proceedings arising out of or related to this Agreement shall be brought exclusively in the federal or state courts located within the state where Dimapilis Life Care is registered. The Client consents to the exclusive jurisdiction of these courts and waives any objections to the venue, including any claims of inconvenient forum.
d) Legal Compliance:
The Client agrees to comply with all applicable laws and regulations of the state governing this Agreement. This includes, but is not limited to, data protection laws, intellectual property laws, and any other relevant legal requirements.
e) Interpretation of Agreement:
In the event of any ambiguity or dispute regarding the interpretation of this Agreement, the laws of the state where Dimapilis Life Care is registered shall be used to resolve such disputes. This ensures a consistent legal framework for interpreting the rights and obligations of the parties under this Agreement.
f) Severability:
If any provision of this Agreement is found to be invalid or unenforceable under the governing law, such provision shall be severed from the Agreement, and the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the parties as closely as possible.
g) Legal Representation:
Both parties acknowledge that they have had the opportunity to seek independent legal advice regarding the terms and conditions of this Agreement and the implications of the governing law provision. This Agreement shall not be construed against either party as the drafter.
17. Entire Agreement
This Agreement constitutes the entire and complete agreement between Dimapilis Life Care (“Provider”) and the subscribing facility (“Client”) with respect to the Staff Education Assistance Program (SEAP). This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding SEAP. The following outlines the implications and details of this provision:
a) Comprehensive Understanding:
This Agreement represents the full and comprehensive understanding between the Provider and the Client concerning the subject matter addressed herein. All prior negotiations, discussions, agreements, or understandings, whether written or oral, are merged into and superseded by this Agreement.
b) Supersession of Prior Agreements:
Any prior agreements, contracts, or understandings between the Provider and the Client that pertain to SEAP are hereby rendered null and void. This includes any previous terms and conditions, correspondence, proposals, or representations that may have been made in relation to SEAP.
c) No Additional Representations or Warranties:
The Client acknowledges and agrees that they have not relied on any representations, warranties, or statements made by the Provider or its representatives that are not expressly set forth in this Agreement. Any statements, promises, or assurances not included in this Agreement are not binding on the Provider.
d) Amendments and Modifications:
Any amendments, modifications, or changes to this Agreement must be made in writing and signed by both parties. No oral modifications will be recognized or enforceable. This ensures that any changes to the terms and conditions are formally documented and agreed upon by both the Provider and the Client.
e) Integration Clause:
This Agreement serves as an integration of all previous discussions and agreements. It is intended to be a final and complete expression of the parties’ understanding regarding SEAP. The integration clause confirms that this document encompasses the entire agreement between the parties.
f) Severability and Enforceability:
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the Agreement, and the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that closely matches the original intent.
g) Governing Language:
The language of this Agreement shall be interpreted as a whole, according to its fair meaning, and not strictly for or against either party. The headings used in this Agreement are for reference purposes only and shall not affect the interpretation of the Agreement.
h) Binding Effect:
This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. The Client acknowledges that they have read and understood this Agreement and agree to be bound by its terms.
i) Acknowledgment of Understanding:
By entering into this Agreement, the Client acknowledges that they have had the opportunity to seek independent legal advice, understand the terms and conditions contained herein, and agree that this Agreement constitutes the entire and exclusive agreement between the parties with respect to SEAP.
18. Contact Information
If you have any questions, concerns, or require further clarification regarding these terms and conditions, please feel free to contact us. We are committed to providing prompt and helpful assistance to address any inquiries you may have.
Dimapilis Life Care
Customer Support Email:
SEAPcustomersupport@dimapilislifecare.com
General Inquiries Email:
Our customer support team is available to assist you with any issues related to your subscription, technical support, or general questions about the Staff Education Assistance Program (SEAP).
Phone Support:
For immediate assistance, you can also reach us by phone at: 914-886-8880
Business Hours:
Monday: 9:00 AM – 6:00 PM EST
Tuesday: 9:00 AM – 6:00 PM EST
Wednesday: 9:00 AM – 6:00 PM EST
Thursday: 9:00 AM – 6:00 PM EST
Friday: 9:00 AM – 6:00 PM EST
Saturday: 9:30 AM – 5:30 PM EST
Sunday: 10:00 AM – 3:00 PM EST
Online service hours: 24hrs
We value your feedback and are dedicated to ensuring your experience with SEAP is positive and productive. Please do not hesitate to reach out to us for any assistance or support you may need.