E-dreamz Service Terms

Remedy CMS by E-dreamz

Platform Implementation Terms & Conditions (2025)

Last updated: September 3, 2025

1) Parties; Order of Precedence

These Terms and Conditions (“Terms”) govern Services provided by E-dreamz, Inc. (“E-dreamz”) to the customer identified on the applicable Proposal, Order Form, Statement of Work or Change Order (each, an “Order,” and collectively, the “Agreement”). If there is a conflict among documents, the following order of precedence applies: (1) Change Order (for the change it governs), (2) Order Form/Proposal pricing table, (3) these Terms, (4) any referenced Service Guides or Policies.

2) Definitions

• Deliverables: Front-end templates, styles, scripts, configurations, and other project outputs created for Client as specified in the Order.
• Platform: The proprietary Remedy CMS software and managed hosting stack owned by E-dreamz.
• Launch (or Go-Live): Public DNS cutover to the new site or written sign-off by Client to launch.
• Prototype Delivery: Delivery of a functional staging site for Client review.
• Managed Support (SLA): Ongoing operational care of the Platform and Client site, per the Hosting & Support Service Guide (response targets, uptime, RTO/RPO, credits).
• Growth Retainer: Optional monthly program for SEO/AEO/GEO, content and CRO.
• BAA: Business Associate Agreement governing PHI handling (when applicable).

3) Scope of Work

E-dreamz will provide the Services and Deliverables described in the Order (sitemap/definition, design track, development/configuration, content migration bundle, QA, deployment). Any work not expressly included is out of scope and will require a Change Order.

4) Client Responsibilities

Client will appoint one (1) authorized Client Contact with decision-making authority to coordinate reviews, approvals, and materials. Client will (a) supply content, brand assets, and timely feedback; (b) secure third-party accounts, licenses, and credentials required for integrations; and (c) ensure provided content complies with applicable law.

5) Fees; Billing; Invoicing

• One-time project fees begin at project initiation as stated in the Order (e.g., deposit/milestones).
• Monthly license/hosting/support fees begin at Launch, or, if Client delays Launch, 60 days after Prototype Delivery.
• If a split payment schedule is agreed, the final project invoice issues upon completion of design/development as defined in the Order (not contingent on Client’s content readiness).
• Invoices are due upon receipt unless otherwise stated.

6) Change Management; Overage Rates

When included hours or content bundles are exhausted, additional work is (i) authorized in writing via Change Order and (ii) billed time & materials at E-dreamz’s then-current rates. For convenience, E-dreamz may package work in 10-hour blocks or number of web pages at the prevailing rate. Rates may be updated with 30 days’ notice for future work.

7) Suspension for Non-Payment

If any amount is 30+ days overdue, E-dreamz may suspend Services (including project work, hosting, and support) after notice and until full payment is received. Suspension does not waive any fees due during the suspension period.

8) Platform License; Ownership; IP

• Platform. Remedy CMS and all underlying software, architecture, and tools are owned by E-dreamz and licensed to Client non-exclusively for the Term, solely to operate Client’s site on E-dreamz-approved infrastructure. No source code to the Platform is provided.
• Deliverables. Upon payment in full, Client owns the front-end Deliverables (e.g., CSS, JS, Blade/HTML templates, custom graphics) other than the Platform and third-party materials.
• Data. Client owns all Client Data stored or entered into the site.
• Third-Party Materials. Stock assets, fonts, scripts, plug-ins, or SaaS components are licensed per their vendor terms and remain the property of their owners.

9) Hosting & Managed Support (SLA)

If Client purchases upgraded hosting and/or Managed Support, E-dreamz will provide services per the Hosting & Support Service Guide (incorporated by reference), including:

• Uptime targets aligned to plan tier (e.g., 99.98% / 99.95% / 99.9%)
• Response targets by severity (P1/P2/P3), RTO/RPO objectives, backup cadence
• Covered tasks (security updates, platform maintenance, monitoring, backups, minor content/UX changes within included hours) and exclusions (net-new modules, integrations, major redesigns)
• Service credits as the sole remedy for missed uptime/response targets

10) Growth Retainer (Optional)

Growth Retainer work (SEO/AEO, local, content, CRO, experiments, analytics) is planned in monthly sprints against mutually agreed KPIs and is separate from Managed Support. Activities, hours, and deliverables for Growth are described in the applicable Order.

11) Security, Privacy & HIPAA

E-dreamz uses commercially reasonable administrative, technical, and physical safeguards appropriate for hosted healthcare marketing sites. PHI must not be collected, stored, or transmitted through the Remedy CMS platform. As a general rule, E-dreamz integrates 3rd party compliant data handlers at the Client's request for all Remedy CMS implementations to appropriately collect and transmit PHI. As such, a BAA is typically unnecessary for general use of Remedy CMS. When applicable, a BAA can be executed between E-dreamz and the Client. Client is responsible for (i) content and data it submits, (ii) workflows/forms it requests, and (iii) maintaining privacy notices and patient consents required by law.

12) Payments & PCI

If accepting payments, Client must use third-party, hosted payment processors (e.g., Stripe, PayPal, HostedPCI). The site is not a “Validated Payment Application,” and the hosting is not certified under PA-DSS. Client assumes responsibility for its merchant accounts and PCI obligations with its chosen processor.

13) Accessibility

E-dreamz designs to WCAG 2.2 AA intent for platform components within scope. Accessibility audits and remediation beyond baseline are available as add-ons. Client is responsible for ensuring ongoing accessibility of Client-authored content.

14) Browser & Device Support

Front-end is optimized for current versions (at project kickoff) of Chrome, Safari, Firefox, Edge on modern desktop and mobile OSes. Admin tools are not guaranteed for mobile authoring. Internet Explorer (including Compatibility Mode) is not supported. Future browser changes may require additional billable work.

15) Content & Migration

Unless otherwise stated, Client provides all production content. The project includes a baseline content migration bundle as stated in the Order (e.g., ~25 pages). Additional migration/optimization is available in per-page bundles.

16) Third-Party Services & Integrations

Client maintains direct accounts and billing for third-party services (EHR, SSO, CRM, maps, analytics, review syndication, etc.). E-dreamz is not liable for vendor outages, changes, or defects. Integration work beyond configuration of existing Platform connectors is out of scope unless expressly stated.

17) Acceptance; Limited Warranty

• Acceptance occurs upon (a) Launch or (b) Client’s written approval of a milestone Deliverable, whichever comes first for that component.
• Limited Warranty (Defects). For 90 days after Launch, E-dreamz will correct reproducible defects in the Deliverables that cause material failure to conform to the agreed specifications. This warranty excludes issues caused by third-party services, Client changes, content errors, or use outside documentation.
• Continued fixes and enhancements after the warranty window are covered under Managed Support (SLA) or billed T&M.

18) Disclaimer

EXCEPT AS EXPRESSLY STATED, THE PLATFORM, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” E-DREAMZ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

19) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, REVENUE, OR DATA), EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO E-DREAMZ IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY.

20) Insurance

Each party will maintain commercially reasonable insurance appropriate for its obligations (e.g., CGL, professional liability, cyber/privacy where applicable).

21) Indemnification

• By Client: Client will defend, indemnify, and hold E-dreamz harmless from third-party claims arising from (i) Client content, data, or unlawful use; (ii) Client’s breach of the Agreement; or (iii) Client’s willful misconduct.
• By E-dreamz: E-dreamz will defend, indemnify, and hold Client harmless from third-party claims alleging that the Deliverables (excluding Client content and third-party materials) infringe U.S. IP rights. E-dreamz may, at its option, procure rights, modify, replace, or refund depreciated value of the affected Deliverable.

22) Independent Contractor; Publicity

The parties are independent contractors. With Client’s consent (not unreasonably withheld), E-dreamz may reference Client’s name, logo, and high-level project description in portfolio and case studies.

23) Term; Termination

• Term: The Agreement starts on the Effective Date and continues through completion of project Services and any active monthly Services.
• Termination for Cause: Either party may terminate for material breach not cured within 30 days of written notice. Either party may terminate for bankruptcy/insolvency events.
• Early Termination (Monthly Services): Client may terminate monthly Services for convenience with 60 days’ written notice; fees remain due through the notice period.
• Effect: Upon termination, Client will pay for Services performed and fees accrued through the effective date. E-dreamz will provide a reasonable wind-down, return Client Data, and disable access as appropriate. Sections intended to survive (License limitations, Payment, Confidentiality, IP, Warranty, Disclaimers, Liability, Indemnity, Governing Law, etc.) will survive.

24) Confidentiality

Each party may use the other’s Confidential Information solely to perform under the Agreement and will protect it with reasonable care. Exclusions: information that is public, already known, independently developed, or rightfully received from a third party without duty of confidentiality.

25) Compliance; No Guarantee of Business Results

E-dreamz will perform Services in a professional manner in accordance with applicable law. Client acknowledges that business outcomes (traffic, rankings, appointments, revenue) depend on many factors outside E-dreamz’s control and are not guaranteed.

26) Service Levels; Credits

E-dreamz will use commercially reasonable efforts to minimize disruptions. Client’s sole and exclusive remedy for SLA failures is service credits described in the Hosting & Support Service Guide.

27) Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control (including natural disasters, acts of government, war, terrorism, labor actions, major Internet outages, or provider failures), provided it uses reasonable efforts to mitigate.

28) Notices

Legal notices must be in writing and sent to the addresses in the Order (with a copy by email). Notices are deemed given when received.

29) Governing Law; Venue

These Terms are governed by the laws of North Carolina without regard to conflict of laws. The parties consent to exclusive jurisdiction and venue in the state and federal courts of Mecklenburg County, North Carolina.

30) Assignment; Severability; Waiver; Entire Agreement; Counterparts

Neither party may assign the Agreement without the other’s consent, except to an affiliate or in a merger/sale of substantially all assets (with notice). If any provision is held invalid, the remainder remains in effect. Failure to enforce is not a waiver. The Agreement constitutes the entire agreement and supersedes prior proposals and NDAs on the same subject (except BAAs). It may be executed in counterparts and via e-signature.

Remedy CMS Managed Support (SLA)

Website Hosting & Operational Support Service Level Agreement
(Infrastructure operated by E-dreamz / “Echo by E-dreamz”)

Last updated: September 3, 2025

1) Scope & Relationship to Master Terms

This Service Level Agreement (“SLA”) describes uptime targets, response commitments, maintenance practices, and service credits for the hosted Remedy CMS production environment and operational support (“Managed Support”). It is incorporated by reference into the parties’ master agreement/Order. Capitalized terms follow the master agreement unless defined here.

Managed Support covers platform care (security updates, monitoring, backups), break/fix, and light content/UX changes within included hours. Proactive marketing work (SEO/AEO/GEO, content, CRO, experiments) is out of scope and offered via the optional Growth Retainer.

2) Plans & Targets

Notes

• Included Hours are for small changes (content edits, minor UX, light bug fixes). Larger enhancements, features, and integrations will be billed as standard maintenance or included in a Growth Retainer.
• RTO (Recovery Time Objective) targets restoration to service.

3) Definitions

• Scheduled Maintenance Window: Weekdays 04:00–07:00 ET (zero-downtime where possible).
• Emergency Maintenance: Unplanned maintenance to address active vulnerabilities, stability, or incidents.
• Downtime: Minutes when the production site is unresponsive or returns server errors for two consecutive checks by our synthetic monitoring.
• Permitted Downtime (excluded from Downtime) includes:
  1. Scheduled or emergency maintenance; 2) Force Majeure events; 3) Failures in third-party networks, DNS, CDN, or providers outside our reasonable control; 4) Issues caused by Client changes not authorized by E-dreamz; 5) Client’s failure to follow recommended configurations or apply agreed changes; 6) Security events triggered by Client-installed code or third-party scripts; 7) DDoS or abuse mitigations where the platform is up but rate-limited for safety.
• Business Hours: Mon–Thur 7:00 AM – 4:00 PM Eastern, excluding US holidays.

4) Monitoring & Measurement

• Uptime measured by multi-region synthetic checks (1–5 minute intervals; 2 consecutive failures constitute a Downtime event).
• Measurement excludes Permitted Downtime and begins when an incident ticket is opened or the monitoring alert triggers, whichever is earlier.
• E-dreamz will provide incident postmortems for P1 events.

5) Incident Severity & Response Targets

Severity Definitions

• P1 Critical: Site down or materially unusable; patient forms/scheduling unavailable; confirmed data breach or PHI exposure risk.
• P2 High: Key function degraded (e.g., provider search, location finder, portal linkouts) with material business impact; no feasible workaround.
• P3 Normal: Non-critical defect, cosmetic issues, routine content or UX changes.
• P4 Planned: Scheduled updates/enhancements.

Response Targets (Acknowledge & Engage)

Resolution: We work continuously to restore service; resolution times depend on root cause. RTO targets (Section 2) apply for restores.

6) Security & Compliance

• TLS for in-transit encryption; encryption at rest on supported tiers.
• WAF and DDoS protections at the edge (where applicable).
• Vulnerability management with priority patching of critical CVEs; emergency maintenance may be invoked.
• HIPAA/PHI: PHI handling requires an executed BAA and approved secure workflows (e.g., hosted forms using compliant providers). Without a BAA, PHI must not be collected or stored.

7) Backups & Disaster Recovery

• Backups per plan (Section 2); restores initiated via ticket.
• Quarterly restore tests at Enterprise; semi-annual at Growth.
• Geographic redundancy and snapshot replication on Enterprise (where supported by the stack).
• Client may request data exports (reasonable assistance provided; large exports may be billable).

8) Maintenance & Change Management

• Planned maintenance is announced ≥72 hours in advance.
• Emergency maintenance notifications are sent promptly with progress updates.
• Change windows prefer zero-downtime deployments; blue/green or rolling strategies are used where feasible.

9) What’s Included vs. Excluded

Included (Managed Support):

• Platform updates, security patches, dependency maintenance
• Uptime monitoring, alerting, and incident response
• Backups/restore assistance
• Minor content edits and UX tweaks within included hours
• Core Web Vitals watchlist and basic remediation guidance

Excluded (requires Change Order or Growth Retainer):

• New modules/features, template redesigns, net-new integrations (EHR/SSO/CRM/scheduling)
• Large content migrations or bulk data operations beyond the included bundle
• CRO experiments, landing pages, SEO/AEO strategy, copywriting (Growth Retainer)
• Third-party vendor defects or outages

10) Service Credits (Remedies)

10.1 Uptime Credits
If Actual Uptime Percentage for a calendar month falls below the plan target (after excluding Permitted Downtime), Client may request a credit applied to the next invoice for Hosting + Managed Support fees (license and pass-through fees excluded). Requests must be submitted within 10 calendar days after month end, citing incident/ticket numbers. Credits are not automatic.

Credit Schedules by Plan

• Essentials (Target 99.90%)
  • 99.0%–99.89% → 5% credit
  • <99.0% → 10% credit
• Growth (Target 99.95%)
  • 99.80%–99.949% → 5% credit
  • 99.50%–99.799% → 10% credit
  • <99.50% → 15% credit
• Enterprise (Target 99.99%)
  • 99.90%–99.989% → 5% credit
  • 99.50%–99.899% → 10% credit
  • <99.50% → 20% credit

10.2 P1 Response Miss Credits
If a P1 incident acknowledgment exceeds the plan’s target by more than 1 hour, Client may claim an additional 5% credit for that month; two or more P1 response misses → 10% (combined with uptime credits, total monthly credits are capped at 25% of Hosting + Managed Support fees).

10.3 Limitations
Credits are the sole and exclusive remedy for SLA failures. Credits are not cash refunds, are non-transferable, and require Client’s account to be in good standing.

11) Support Channels & Escalation

• Help Desk/Tickets (primary): help@e-dreamz.com or edreamz.com/help
• SRE/Account Manager (Growth/Enterprise): Dedicated account contact to be provided
• Escalation Path: Support → Duty Engineer → SRE/Platform Lead → Executive Sponsor (Enterprise)

12) Reporting & Reviews

• Quarterly business reviews (Growth/Enterprise) covering KPIs, stability & performance, and roadmap.

13) Customer Responsibilities

• Provide and maintain current technical contacts and escalation numbers.
• Refrain from unapproved code changes to production.
• Maintain direct accounts for third-party services (DNS, CDN, processors, EHR, etc.).
• Follow security best practices (strong admin credentials, 2FA, least-privilege).

14) Force Majeure

Events beyond E-dreamz’s reasonable control (e.g., natural disasters, widespread Internet or cloud provider outages, DDoS, war, labor actions) are excluded from Downtime and credits.

15) SLA Updates

E-dreamz may update this SLA with 30 days’ notice. Material reductions to SLA commitments will not apply to Client’s current term without Client’s written consent.