TiQ's Software Service Agreement

1. Access to the Services: Standard Terms and Conditions

This Electronic Records Service Agreement (the "Service Agreement") is made and entered into as of the first date of access to the TiQ platform (the "Contract Date") by and between TiQ, a Delaware Corporation (" Therapy iQ LLC." "we" or "us") and the organization accessing the TiQ platform ("The Practice" "you" or "your"). This Service Agreement grants you and your authorized users with access to our proprietary cloud-based electronic medical records management "software as a service" application (the "Service"). You will access the Service through your own unique URL login that we will assign "Your Practice file", which includes all servers - both physical and virtual - responsible for hosting, running, and delivering the Service to you, and all data contained therein.

2. Pricing

All fees for the Service, including implementation fees to set up your Practice file and other fees charged to you for use of the Service, are set forth on the quote approved by an authorized party in the Practice.

For any new or additional services, or features made available in the future which are not currently published, including applications, modules and Service enhancements, we will charge you the fees stated on our most recent price list. We may also offer you access to third party services and applications as part of the Service, which you would pay for directly to such third- party providers pursuant to their applicable terms and conditions.

3. Implementation Timeframe​

We will promptly coordinate with you to create your Practice file and set up the Service. This process usually takes between 10 to 30 days from the launch date to complete, depending on the complexity of work defined in your Statement of Work (SOW). You agree to make available to us one contact person within your organization, authorized to discuss all features and requirements during the implementation period. Once your implementation is complete, the Service will go live on such date (the "Launch Date"). we will commence invoicing you for the fees reflected on your Quote.

4. Standard Features and Maintenance

Standard features and maintenance included as part of the Service consists of the following:

  1. The Practice's record keeping
  2. 24/7 monitoring and backup of your Practice account
  3. Hosting of Service and data with unlimited concurrent users of the Service per account.
  4. Access to the Therapy iQ LLC. library of copyrighted forms
5. Technical Requirements

To function correctly, the Service requires modern and current Chrome web browsers. For normal office use, any up-to-date PC or Mac computer with an Internet connection will be sufficient to run the Service, including printing of forms.

TiQ disclaims all liability arising from any Service performance-related issues or other negative effects, losses or damages to the extent caused by any failure by Customer to operate the Service in accordance with the technical requirements.

6. Payment Terms

We accept several methods of payment:

  1. Credit Cards ACH
  2. Business Checks / Cashiers Check
  3. Monthly subscribers currently have to pay by credit card or ACH direct withdrawal.
  4. Annual subscribers can make their initial payments by check if they so choose.
  5. Both types of subscribers are required to have at least one mode of payment stored on their account.

The Implementation fees set forth on Exhibit A above and Exhibit B below shall be due and payable upon your signing of this Service Agreement. All other fees under this Service Agreement will be invoiced from and after the Service launch date.

Payment is automated and is billed on or around the end of current month (the 25th day of every month) for the upcoming month's accrued fees. Our system will attempt to bill your preferred method on file 3 separate times. In the event we are unable to collect payment after 3 attempts, at our discretion, we may discontinue the Service completely and/or charge you the greater of $250 per month per invoice or a five percent (5%) late fee for each month each outstanding invoice remains unpaid, or the maximum late fee allowed by law.

7. Standard Terms and Conditions.

​By executing this Service Agreement, you and all users (including, as applicable, their employers) who access the Service through your Practice file will be bound by this Service Agreement and the following agreements, exhibits, terms and conditions, all of which are incorporated into and made part of this Service Agreement by reference: Exhibit A- Negotiated Terms & Exhibit C - Statement of Work (SOW)

8. Complete Agreement; Amendment and Waiver; Acceptance "As-is"

This Service Agreement, together with Cover Sheet, Exhibits, and any signed or initialed addenda, contain the complete agreement between you and us regarding the Service and subject matter hereof, and supersede any contrary prior understandings, agreements, statements, documents or representations, including with respect to any promised or enhanced features of the Service, whether written or oral. This Service Agreement may not be modified, nor may any term waived, except in a writing signed by the Chief Executive Officer of Therapy iQ LLC. This Service Agreement may be executed in one or more counterparts (including fax or pdf by electronic mail), all of which together shall constitute one fully integrated agreement between the parties. Manual signatures transmitted by facsimile, email or other means of electronic transmission shall have the same effect as an original thereof.

Each party agrees that this Service Agreement may be executed by electronic signatures, and such signatures, whether digital or encrypted, are intended to authenticate this writing and shall have the same force and effect as manual signatures. Electronic signature means any electronic symbol or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including the acceptance of the Therapy iQ LLC. Terms and Conditions upon login. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Service Agreement will operate as a waiver of such right, power, or privilege. No course of dealing between or among any entity having any interest in this Service Agreement will be deemed effective to modify or amend any part of this Service Agreement or any rights or obligations of any entity under or by virtue of this Service Agreement. The Service is accepted by The Practice "AS IS" without reliance on any statements or promises of future capability, features, development, or any other promises made by us.

By accessing the Service, I verify that I have reviewed Therapy iQ LLC's. Terms and Conditions, including provisions regarding jurisdiction, venue, arbitration, and limitation of liability, and accept all terms contained therein.