Supplemental Terms
Content Terms of Use
These HealthVerity Content Terms of Use are Supplemental Terms to the Medeloop Terms of Service (the “Terms”) referenced in the Order Form among HealthVerity, Inc., Medeloop, Inc. and Customer and set forth the terms and conditions pursuant to which Customer may access through the Platform certain data and information made available by data providers and other third parties (“Data Providers”) in HealthVerity’s Marketplace as described in the Order (“Content”). These Supplemental Terms are incorporated into the Order by this reference. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Terms.
1. Access to Content
HealthVerity hereby grants to Customer a non-transferable, non-assignable and non-exclusive sublicense to access the Content described in the Order exclusively within the Platform.
2. Content Ownership
Customer acknowledges and understands that HealthVerity has (a) no ownership or use rights in the Content other than as provided by the Data Provider and (b) no power or authority to grant ownership or rights to the Content other than the limited license granted herein. All Content remains owned by the Data Provider and is merely licensed to Customer under the terms of the Order.
3. Additional Customer Warranties
Customer additionally represents and warrants that: (a) Customer shall at all times comply with all applicable laws, rules and regulations with respect to its access and use of the Content; (b) Customer will not copy, extract, export or download any Content from the Platform; (c) Customer will not attempt to determine the identity of any person in the Content or re-identify any person using the Content or any other source, whether public or private; (d) Customer will not attempt to determine the source of Content if not otherwise identified; and (e) Customer does not own, possess, license, or otherwise have access to any other data, software, or other technology usable for re-identification of the Content. If Customer at any time, through acquisition, license, or otherwise, obtains data, software or other technology that may be used for re-identification of the Content, Customer shall not use such data, software or technology for such purpose, shall immediately notify HealthVerity and shall cooperate with HealthVerity to promptly resolve any concerns with respect to the effect of such data, software, or technology on the de-identified nature of the Content. Customer acknowledges that any breach of these Supplemental Terms would constitute a material breach of the Agreement and would cause irreparable harm to HealthVerity and the applicable Data Provider for which monetary damages would be inadequate compensation. In the event of any actual or threatened prohibited use of Content by Customer, HealthVerity shall be entitled to seek injunctive or other equitable relief on cumulative basis and in addition to other remedies available at law or pursuant to these Supplemental Terms.
4. Security of Content
Customer shall implement, maintain a comprehensive information security program in accordance with the Agreement and applicable laws with appropriate administrative, technical, and physical safeguards and security controls, policies, procedures and capabilities that are tailored to and appropriate for the nature and complexity of the Content in order to: (a) ensure the confidentiality, privacy, and security of the Content; (b) protect against any threats or hazards to the security or integrity of the Content; and (c) detect and prevent any compromise, theft, loss, breach, or unauthorized access to, use, disclosure, or alteration of the Content. Customer will provide prompt written notice to HealthVerity, no later than two (2) days after discovery, of any breach of such security relating to the Content or any re-identification of any Content. Customer will remedy (in accordance with HealthVerity’s reasonable direction) any unauthorized access, re-identification or re-identification attempt of any Content.
5. Third Party Beneficiaries
Customer acknowledges and agrees that HealthVerity and each Data Provider of the Content is a third party beneficiary of the Agreement, having legitimate, enforceable rights and interests in the performance and obligations under the Agreement as they relate to the Content. Except with respect to HealthVerity and the Data Providers, none of Medeloop, HealthVerity or Customer intends, nor shall any clause be interpreted, to create under the Agreement any obligations of such party in favor of, or benefits to, or rights in, any third party.
6. General
6.1 Notice
All notices required under these Supplemental Terms shall be given and made in writing and shall be delivered to the respective addresses identified in these Supplemental Terms and deemed received (a) when received, if hand delivered; (b) the day after it is sent, if delivered by an internationally-recognized common carrier’s overnight delivery service providing proof of delivery or (c) the third (3rd) business day following deposit in the U.S. Mail, registered or certified mail, with prepaid postage thereon. Any notices sent to HealthVerity shall be sent to HealthVerity’s headquarters’ address indicated on HealthVerity’s website (www.healthverity.com) Attention: CEO, with a required electronic copy to legal@healthverity.com under the subject line “Legal Notice.”
6.2 Inspection
From time to time, during the term of the Agreement and for two (2) years thereafter, HealthVerity may, upon the reasonable belief of Customer’s non-compliance with the terms and conditions of the Agreement, at its expense and by giving reasonable notice to Customer, itself of through a mutually-agreed third party, inspect Customer’s records that are reasonably relevant to Customer’s access and use of the Content to confirm compliance with the terms, conditions, representations and warranties set forth in the Agreement. Customer shall reasonably cooperate in good faith in connection with such inspection, including by providing access to reasonably relevant personnel, data, records, data centers, computer files, and facilities, in each case subject to customary confidentiality obligations and attorney-client privilege. If HealthVerity’s inspection determines that Customer has not complied with the terms of this Agreement, then Customer shall reimburse HealthVerity for its costs of such inspection in addition to HealthVerity’s other legal or equitable rights and remedies.
[end of Content Terms of Use]
These HealthVerity Content Terms of Use are Supplemental Terms to the Medeloop Terms of Service (the “Terms”) referenced in the Order Form among HealthVerity, Inc., Medeloop, Inc. and Customer and set forth the terms and conditions pursuant to which Customer may access through the Platform certain data and information made available by data providers and other third parties (“Data Providers”) in HealthVerity’s Marketplace as described in the Order (“Content”). These Supplemental Terms are incorporated into the Order by this reference. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Terms.
1. Access to Content
HealthVerity hereby grants to Customer a non-transferable, non-assignable and non-exclusive sublicense to access the Content described in the Order exclusively within the Platform.
2. Content Ownership
Customer acknowledges and understands that HealthVerity has (a) no ownership or use rights in the Content other than as provided by the Data Provider and (b) no power or authority to grant ownership or rights to the Content other than the limited license granted herein. All Content remains owned by the Data Provider and is merely licensed to Customer under the terms of the Order.
3. Additional Customer Warranties
Customer additionally represents and warrants that: (a) Customer shall at all times comply with all applicable laws, rules and regulations with respect to its access and use of the Content; (b) Customer will not copy, extract, export or download any Content from the Platform; (c) Customer will not attempt to determine the identity of any person in the Content or re-identify any person using the Content or any other source, whether public or private; (d) Customer will not attempt to determine the source of Content if not otherwise identified; and (e) Customer does not own, possess, license, or otherwise have access to any other data, software, or other technology usable for re-identification of the Content. If Customer at any time, through acquisition, license, or otherwise, obtains data, software or other technology that may be used for re-identification of the Content, Customer shall not use such data, software or technology for such purpose, shall immediately notify HealthVerity and shall cooperate with HealthVerity to promptly resolve any concerns with respect to the effect of such data, software, or technology on the de-identified nature of the Content. Customer acknowledges that any breach of these Supplemental Terms would constitute a material breach of the Agreement and would cause irreparable harm to HealthVerity and the applicable Data Provider for which monetary damages would be inadequate compensation. In the event of any actual or threatened prohibited use of Content by Customer, HealthVerity shall be entitled to seek injunctive or other equitable relief on cumulative basis and in addition to other remedies available at law or pursuant to these Supplemental Terms.
4. Security of Content
Customer shall implement, maintain a comprehensive information security program in accordance with the Agreement and applicable laws with appropriate administrative, technical, and physical safeguards and security controls, policies, procedures and capabilities that are tailored to and appropriate for the nature and complexity of the Content in order to: (a) ensure the confidentiality, privacy, and security of the Content; (b) protect against any threats or hazards to the security or integrity of the Content; and (c) detect and prevent any compromise, theft, loss, breach, or unauthorized access to, use, disclosure, or alteration of the Content. Customer will provide prompt written notice to HealthVerity, no later than two (2) days after discovery, of any breach of such security relating to the Content or any re-identification of any Content. Customer will remedy (in accordance with HealthVerity’s reasonable direction) any unauthorized access, re-identification or re-identification attempt of any Content.
5. Third Party Beneficiaries
Customer acknowledges and agrees that HealthVerity and each Data Provider of the Content is a third party beneficiary of the Agreement, having legitimate, enforceable rights and interests in the performance and obligations under the Agreement as they relate to the Content. Except with respect to HealthVerity and the Data Providers, none of Medeloop, HealthVerity or Customer intends, nor shall any clause be interpreted, to create under the Agreement any obligations of such party in favor of, or benefits to, or rights in, any third party.
6. General
6.1 Notice
All notices required under these Supplemental Terms shall be given and made in writing and shall be delivered to the respective addresses identified in these Supplemental Terms and deemed received (a) when received, if hand delivered; (b) the day after it is sent, if delivered by an internationally-recognized common carrier’s overnight delivery service providing proof of delivery or (c) the third (3rd) business day following deposit in the U.S. Mail, registered or certified mail, with prepaid postage thereon. Any notices sent to HealthVerity shall be sent to HealthVerity’s headquarters’ address indicated on HealthVerity’s website (www.healthverity.com) Attention: CEO, with a required electronic copy to legal@healthverity.com under the subject line “Legal Notice.”
6.2 Inspection
From time to time, during the term of the Agreement and for two (2) years thereafter, HealthVerity may, upon the reasonable belief of Customer’s non-compliance with the terms and conditions of the Agreement, at its expense and by giving reasonable notice to Customer, itself of through a mutually-agreed third party, inspect Customer’s records that are reasonably relevant to Customer’s access and use of the Content to confirm compliance with the terms, conditions, representations and warranties set forth in the Agreement. Customer shall reasonably cooperate in good faith in connection with such inspection, including by providing access to reasonably relevant personnel, data, records, data centers, computer files, and facilities, in each case subject to customary confidentiality obligations and attorney-client privilege. If HealthVerity’s inspection determines that Customer has not complied with the terms of this Agreement, then Customer shall reimburse HealthVerity for its costs of such inspection in addition to HealthVerity’s other legal or equitable rights and remedies.
[end of Content Terms of Use]