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ChiroThinTracker SaaS Agreement

Software as a Service (SaaS) Agreement

This Brilliant Software Inc., SaaS Agreement (“Agreement”) is made and entered into by and between Brilliant Software Inc (“Brilliant”), dba ChiroThinTracker, a North Dakota corporation, with its office located at 1854 NDSU Research Circle N, Fargo, ND 58102 and the subscribing party, a duly licensed Doctor of Chiropractic who owns or operates or oversees a licensed ChiroThin Weight Loss Facility or Facilities (“Subscriber”) who has accepted this agreement and whose signature appears at the bottom of this document.

WHEREAS, Brilliant Software, Inc, is a subscription based digital health information management and tracking platform (“Platform”) operating as ChiroThinTracker.com; and

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

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

SaaS. Brilliant will provide Software as a Service (SaaS) to a ChiroThin Licensee duly licensed by Chironutraceuticals for the use of the Platform at prices set forth in this agreement. The Platform will be branded in accordance with Subscriber’s subdomain as requested in the on-boarding documentation, or as closely as can be provided in the case of a subdomain name already being in use. The Subscriber may use the Platform to enroll patients into an account on the Platform to access and interact with enrolled patients ChiroThin Program content and tracking functions of the Platform.
Contract Period/Cancellation. This Agreement is effective when signed by Subscriber and Brilliant Software Inc representatives (“Effective Date”). All agreements are month to month and there are no long-term contracts. This Agreement shall automatically renew for additional terms of one (1) month each unless Subscriber cancels prior to the automated renewal occurs. If a subscriber cancels and decides to re-subscribe at a later date, the site build fee of $499 and server activation fee of $199 will apply and are at the discretion of Brilliant.
On-boarding & Site Creation. Brilliant will create a login and account for Subscriber on the Platform and provide reasonable customization of clinic platform in accordance with the documents, information and images provided by Subscriber in the on-boarding process. On-boarding shall be completed by our technical support team within 72 hours of receiving all on-boarding requirements. Clinic Login credentials will be sent via email containing a link to set a password.
Subdomains and Accounts. Chironutraceuticals will own and maintain control and payment of the Platform domain name, chirothintracker.com and grant full license to Brilliant and its technical affiliates to create custom individual subdomains for each Subscriber. All code and data will be served by the servers at which chirothintracker.com is hosted, which is controlled, maintained and paid for by Brilliant and is encrypted with a “wild card” SSL certificate that covers and encrypted data on the entire server and each subdomain on it, in order to comply with privacy requirements for patient data. Subscriber Accounts will access their own Subscriber accounts at their own subdomains such as mychirothinclinic.chirothintracker.com (where “mychirothinclinic” stands for a separate subdomain chosen for the Subscriber Account as outlined in paragraph 1.
Customer Service, Support, Maintenance. Brilliant will maintain the Platform, each Subscriber accounts, deliver plan content to their ChiroThin patients enrolled in the platform by Subscribers and, handle technical support and customer service for each Subscriber and each enrolled patient of Subscribers using the Platform, in accordance with the Service Level Agreement (“SLA”) Brilliant maintains with its technical support affiliate which states.”
First Response. Upon notification of an Incident by a Client between 8:00 a.m. and 5:00 p.m. CST, excluding weekends and federal holidays, Provider shall provide a first response within eight (8) hours of such notification. For Incidents occurring outside such time, Provider shall provide a first response within twenty-four (24) hours. First response shall include, but not be limited to, notifying a Client that information regarding the Incident has been received from Client and clarifying any and all issues regarding the Incident or Client.
Identification of Issue. Provider shall identify any and all issues specific to an Incident and provide notice to the corresponding Client within forty-eight (48) hours of first notification of the Incident. Such notice shall include identification of the issue, the time frame for Provider to correct such issue, and any other relevant information a reasonable person within Provider’s industry would provide.
Correcting Non-Critical Incidents. Provider shall correct and fix Non-Critical Incidents within forty-eight (48) hours of first notification of the Incident.
Correcting Critical Incidents. Notwithstanding any provision contained herein, Provider shall correct and fix Critical Incidents within twelve (12) hours of notification of the Incident and provide first response immediately upon receiving notice of such Critical Incident.
Account Structure. All accounts will have a cloud based and mobile patient portal for individual patient information logging, training, HIPAA Compliant messaging with Subscriber and shopping of Chironutraceuticals products on a secure online store customized for each Subscriber clinic. The patient portal will be fully integrated into the Subscriber’s Master Management and Tracking Account and provides a dashboard that displays all the enrolled patients daily ChiroThin Program submitted data.
Pricing Structure. Brilliant and Chironutraceuticals have agreed to the following subscription pricing structure: One time site set up fee: $499. One time server activation fee: $199. Rookie Platform subscription fee: $199/month that limits the subscriber to 5 enrolled patient and does not give access to the online marketplace or integrated intake form feature. The online intake form add-on feature fee can be added to the Rookie Subscription for : $49/month. The Veteran Platform subscription allows for everything in the Rookie Subscription plus unlimited enrolled patients, online marketplace and the integrated intake form, two credentialed users and two clinic locations. The Veteran subscription fee is $289/month. Additional credentialed users are available for $10/month and additional user and $49/month for each additional clinic location. All Pro Platform level is everything in the Veteran plus the Laser Tracker Add-on feature and this is priced at $338/month. Additional credentialed users are available for $10/month and additional user and $49/month for each additional clinic location. Coupons may be applied at time of set up or afterward at Brilliant's discretion to reduce the stated fees
Billing and Paying Subscription Fees. It is agreed that the collecting of all Platform Subscription Fees be handled by Brilliant using it’s secure online Merchant Service, Card Connect. The charge on the credit card will be Brilliant Software Inc or ChiroThinTracker. Payments are paid in advance of the month in question.
Declined Payments. If a renewal payment is declined or missed, the subscriber will be sent an email with instructions to update their credit card payment information. If payment is not received within 10 days of first notice of failed payment, the site will be suspended and notice of site termination will be sent out including instructions on how to pull patient data off the site prior to termination of site.
Representations and Warranties
1. General. Each Party represents and warrants that it has the right and authority to enter into this Agreement, and that by entering into this Agreement, it will not violate, conflict with or cause a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien or encumbrance to which it is a party or by which it or any of its property is or may become subject or
2. Compliance with the Each Party represents and warrants that no consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery, and performance of this Agreement. Each Party shall, at its own expense, comply with all laws, regulations and other legal requirements that apply to it and this Agreement, including copyright, privacy and communications decency laws.
3. Acceptable Use. Subscriber is solely responsible for the content of any postings, data, or transmissions using the Services, or any other use of the Services by Subscriber or by any person or entity Subscriber permits to access the Subscriber represents and warrants that it will: (a) not use the Services in a manner that: (i) is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; or (ii) will disrupt a third parties’ similar use or Licensed Materials ; (b) not violate or tamper with the security of any Brilliant Software Inc computer equipment or program;. If Brilliant Software Inc has reasonable grounds to believe that Subscriber is utilizing the Services for any such illegal or disruptive purpose Brilliant Software Inc may suspend the Services immediately with or without notice to Subscriber. Brilliant Software Inc may terminate the Agreement as contemplated in Section 11 if Subscriber in fact fails to adhere to the foregoing acceptable use standards.
4. WARRANTY DISCLAIMER. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY BRILLIANT SOFTWARE INC. BRILLIANT SOFTWARE INC MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, ANY RELATED SERVICE OR BRILLIANT SOFTWARE INC HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL OR WRITTEN INFORMATION GIVEN BY BRILLIANT SOFTWARE INC, ITS EMPLOYEES, LICENSORS, OR THE LIKE WILL CREATE A WARRANTY.
5. Limitation of Liability. Excluding the liability under the section entitled “NO INFRINGEMENT” below, UNDER NO CIRCUMSTANCES WILL BRILLIANT SOFTWARE INC OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING THE SERVICES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS, OR DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO BRILLIANT SOFTWARE INC’S RECORDS, PROGRAMS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH IN THE EVENT OF ANY BREACH BY BRILLIANT SOFTWARE INC OF THIS AGREEMENT, BRILLIANT SOFTWARE INC’S LIABILITY TO SUBSCRIBER WILL NOT EXCEED THE AMOUNT PAID TO BRILLIANT SOFTWARE INC BY SUBSCRIBER DURING THE PREVIOUS THREE MONTHS.
6. No Infringement: Brilliant Software Inc warrants the Licensed Material will not infringe any patent, trademarks, copyright or any proprietary rights of a third party or constitute a misuse or misappropriation of a trade secret. Subscriber shall notify Brilliant Software Inc promptly in writing of any known action brought against Subscriber based on an allegation that Subscriber's use of any materials infringes any patent, trademark, copyright, or infringes any right of a third party, or constitutes misuse or misappropriation of a trade secret ("Infringement"). Brilliant Software Inc will defend, indemnify and hold Subscriber harmless from any such action at Brilliant Software Inc’s sole expense, provided that Brilliant Software Inc shall have the sole control of the defense of any such action, all negotiations and/or its settlement, and Subscriber reasonably cooperates with Brilliant Software Inc in such defense. In the event that a final injunction is obtained against Subscriber’s use of the Services by reason of an Infringement or Subscriber is otherwise prohibited from using same, Brilliant Software Inc shall to the extent possible and at its expense, within sixty (60) days, either (a) procure for Subscriber the right to continue to use the Services that are infringing, or (b) replace or modify the Services to make its use non-infringing while being capable of performing the same function. If neither option is available to Brilliant Software Inc, then Subscriber, at Subscriber's option, may terminate this Agreement without penalty or further payment other than payment of fees for use of the Services prior to said termination.
Confidential Definition. For purposes of this Agreement “Confidential Information” shall mean information including, without limitation, all Subscriber data, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information marked “Confidential”, or if disclosed verbally, is identified as confidential at the time of disclosure. In addition to the foregoing, Confidential Information shall include third party software, if any, that may be provided to Subscriber under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by the applicable licensor. Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (iii) is independently developed by the receiving Party without the participation of individuals who have had access to the Confidential Information; (iv) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party; and (v) the receiving Party is legally compelled to disclose; provided, however, that prior to any such compelled disclosure, the receiving Party will (a) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (b) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the receiving Party will be entitled to disclose the Confidential Information, but only as, and to the extent, necessary to legally comply with such compelled disclosure.
Nondisclosure. During this the term of this Agreement and for a period of 2 years thereafter, , each Party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement; Each Party agrees to only disclose the other Party’s Confidential Information to its employees: (a) with a need to know to further permitted uses of such information; and (b) who are informed of the nondisclosure/ non-use obligations imposed by this Section Both parties shall take steps each determines appropriate to implement and enforce such non-disclosure/non-use obligations.
Terms of Agreement Each of the Parties agrees not to disclose to any third party the terms of this Agreement, including pricing, without the prior written consent of the other Party hereto, except to advisers, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law.
Injunctive Relief. In the event of an actual or threatened breach of the above confidentiality provisions, the non-breaching Party will have no adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
Subscriber Subscriber is solely responsible for the content of communications transmitted by Subscriber using the Services, and shall defend, indemnify and hold harmless Brilliant Software Inc from and against all liabilities and costs (including reasonable attorneys’ fees) arising from any and all third-party claims by any person based upon the content of any such communications. Subscriber is not permitted to resell the Services. Subscriber shall use the Services only for lawful purposes. To the extent deemed necessary by Subscriber, Subscriber shall implement security procedures necessary to limit access to the Services to Subscriber’s enrolled patients and shall maintain a procedure external to the Services for reconstruction of lost or altered files, data or programs.
Subscriber Data. All enrolled patient data is owned by Subscriber and is to be strictly held as confidential on Brilliant’s HIPAA compliant servers. Brilliant Software Inc retains the right to aggregate subscriber data for statistical and reporting purposes. Brilliant Software Inc will delete and destroy all copies of data once the Agreement is terminated with or without default. Prior to data destruction, Subscriber will have 48 hours to use the option within the Platform to download and print all patient data or to receive an electronic transfer method of Brilliant’s choice. All right, title and interest in and to the Licensed Material, and all copyrights, patents, trademarks, service marks or other intellectual property or proprietary rights relating thereto, belong exclusively to Brilliant Software Inc. Any modification to the Software performed by Subscriber directly or indirectly extending the current capabilities shall be the property of Brilliant Software Inc and all copyrights and other rights are hereby assigned to Brilliant Software Inc.
Failure to Perform. If a Party fails to perform or observe any material term or condition of this Agreement and the failure continues un-remedied for seven (7) days after receipt of written notice, (1) the other Party may terminate this agreement, or (2) where the failure is a nonpayment by Subscriber of any charge when due, Brilliant Software Inc, may, at its option, terminate or suspend Services with or without any notice. If a Party fails to perform or observe any material term or condition of this Agreement and the failure continues un-remedied for thirty (30) days after receipt of written notice, the other Party may terminate this agreement; provided, however, that where the breach is the failure of payment by Subscriber of any charge when due, Brilliant Software Inc, may, at its option, terminate or suspend Services if Subscriber does not cure said breach within seven (7) days following notice to Subscriber of the delinquency. This Agreement may be terminated immediately upon written notice by either Party if the other Party becomes insolvent or involved in a liquidation or termination of business, files a bankruptcy petition, has an involuntary bankruptcy petition filed against it (if not dismissed within thirty days of filing), becomes adjudicated bankrupt, or becomes involved in an assignment for the benefit of its creditors. Subscriber shall be responsible for payment of all charges under a terminated Agreement incurred as of the effective date of termination.
General Provisions & Force

This Agreement, including any amendments and attachments hereto that are incorporated herein, constitute the entire agreement between the parties and shall be binding on the parties when accepted by No modification, termination or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by an authorized officer of the relevant Party(ies). No provision of any purchase order or other document issued by Subscriber, which purports to alter, vary, modify or add to the provisions of this Agreement, shall be binding upon Brilliant Software Inc or effective for any purpose, unless accepted by Brilliant Software Inc., in writing.
It is further expressly understood and agreed that, there being no expectations to the contrary between the parties, no usage of trade or other regular practice or method of dealing either within the computer software industry, Brilliant Software Inc’s industry or between the parties shall be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement or any part thereof.
Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the parties, nor shall either Party have the right, power, or authority to create any obligation or duty, express or implied, on behalf of the
The Platform Materials shall not be exported or re-exported in violation of any export provisions of the United States or any other applicable jurisdiction.
This Agreement may not be assigned, sublicensed or transferred, in whole or in part, by Subscriber without the prior written consent of Brilliant Software Inc. Any attempted assignment, subletting or transfer shall be
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired
No delay or failure of Brilliant Software Inc or Subscriber in exercising any right herein and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights herein. Any waiver by Brilliant Software Inc or Subscriber of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other
In the event that either Party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster, terrorism, fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of god, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, actions or decrees of governmental bodies or communication line failure not the fault of the affected Party or other causes beyond such Party’s reasonable control (a “Force Majeure Event”) the Party who has been so affected shall immediately give notice to the other Party and shall do everything possible to resume Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds seven (7) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may by giving written notice immediately terminate this Agreement as provided in Section 11
On Brilliant Software Inc’s request, no more frequently than annually, Subscriber shall furnish Brilliant Software Inc with a signed certification (i) verifying that the Licensed Material is being used pursuant to the terms of this Agreement and (ii) listing the locations where the Licensed Material is being used
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and each of which together shall constitute a single
This Agreement shall be governed by and construed under the laws of the State of North Dakota applicable to contracts made in and wholly to be performed in the State of North Dakota without regard to conflicts of

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Signed by John Schellenberg
Signed On: January 27, 2025

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September 13, 2018 5:46 am CDT

ChiroThinTracker SaaS Agreement Uploaded by John Schellenberg - drjohn@onelightchiro.com IP 45.31.67.81