C8 Health – Subscription Terms
These subscription terms (the “Agreement”) govern your and your Users’ access to and use of our Subscription Services, which are made available to you (“Client”, “You” or “you”) by C8 Health Inc. (“C8 Health,” “we”, “us,” or “our”).
If you are entering into this Agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “Client,” “you” or “your” refer to such entity.
BY ACCESSING AND/OR USING OUR SUBSCRIPTION SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, OR DO NOT HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, YOU AND YOUR USERS MAY NOT ACCESS OR USE OUR SUBSCRIPTION SERVICES.
The parties intending to be legally bound hereby agree as follows:
1. DEFINITIONS
1.1. “Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
1.2. “Applicable Law” means, with respect to any party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such party or any of its properties, assets, or business operations.
1.3. “Client Content” means any information, text, graphics, images, documents, policies, procedures, and other materials that you or your Users provide or otherwise upload through the Platform, including any Third-Party Content, and all updates, modifications, improvements, enhancements, adaptations, translations, and derivative works thereof.
1.4. “Client Data” means any data, or other information that you or your Users provide or otherwise upload through the Platform, including, without limitation, information about physicians and other health professionals.
1.5. “Content Provider” means C8 Health’s client that opts-in to receive access to the Knowledge Sharing Hub and contributes Shared Content through the Knowledge Sharing Hub.
1.6. “Content Recipient” means C8 Health’s client that opts-in to receive access to the Knowledge Sharing Hub and receives access to Shared Content through the Knowledge Sharing Hub.
1.7. “Documentation” means the standard written materials regarding the Platform or Subscription Services that C8 Health may make available to its customers.
1.8. “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services or the Platform, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services or the Platform to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Subscription Services or Platform.
1.9. “Knowledge Sharing Hub” means a repository of content that is made available for sharing by various C8 Health clients through the Platform.
1.10. “Order Form” means an order form signed by both parties for Client to receive Subscription Services, or purchase certain services from C8 Health. Each Order Form will be non-cancelable and non-refundable, except to the extent expressly provided in this Agreement or such Order Form.
1.11. “Platform” means the C8 Health software and mobile application developed and managed by C8 Health and the related services listed in the applicable Order Form, including any Third-Party Content included therein, and all enhancements, updates, upgrades, modifications or other releases thereof provided to Client, and Documentation.
1.12. “Shared Content” means any Client Content that Content Provider designates for sharing with one or more Content Recipients. For purposes of this Agreement, Shared Content shall be considered part of the Client Content and all terms and conditions of this Agreement that apply to Client Content shall also apply to Shared Content.
1.13. “Subscription Services” means the Platform as made available to Client online and managed by C8 Health for use within the scope set in the applicable Order Form, including related services.
1.14. “Third-Party Content” means any information, and other materials owned by a third party.
1.15. “Users” means your employees, contractors, or agents authorized by you to access and use the Subscription Services pursuant to the terms and conditions of this Agreement; provided, however, that any contractors’ or agents’ access to and use of the Subscription Services will be limited to their provision of services to you.
2. LICENSE RIGHTS; RESTRICTIONS
2.1. License. C8 Health grants you, subject to full compliance with the terms and conditions set forth herein, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term as designated in the applicable Order Form, to:
2.1.1. Subscription Services: Access and use the Platform solely for your internal use and not for any further commercialization or provision of services which involve the provision of the Platform benefits to any third party, in accordance with Documentation.
2.1.2. Grant your Users access to the Platform solely as necessary for your internal business purposes. Access to the Platform by Users is made through authorized email addresses which you provide to Users.
2.2. Use Restrictions. Unless otherwise expressly provided herein, you agree that you will not, nor will you authorize any third party to: (a) distribute, license, sublicense, or sell the Platform or Subscription Services to any third party; (b) modify, alter, copy, transfer, emulate or create any derivative works of the Platform or Subscription Services; (c) reverse engineer, decompile, decode, decrypt, disassemble, or in any way attempt to derive source code, know-how or designs from the Platform or Subscription Services or any part thereof; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Platform or Subscription Services; (e) bundle, integrate, or attempt to integrate with the Platform or Subscription Services, any third-party software technology other than as expressly permitted in writing by C8 Health (including through the Documentation); (f) use the Platform or Subscription Services for any benchmarking or for competing development activities; (g) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Platform or Subscription Services except for your internal use or as expressly permitted by C8 Health in writing; (h) use the Platform, Subscription Services, or any portion or component thereof in violation of any Applicable Law; (i) introduce, post, or upload to the Subscription Services or Platform any Harmful Code; (j) use the Subscription Services or Platform in connection with service bureau, timeshare, service provider or like activity whereby you operate the Subscription Services or Platform for the benefit of a third party; or (k) circumvent any processes, procedures, or technologies C8 Health has put in place to safeguard the Platform or Subscription Services.
You shall take commercially reasonable precautions to prevent any unauthorized access and/or unauthorized usage of the Platform. You shall be responsible and liable for any act or omission by any of your affiliates, Users or other personnel acting on your behalf and any other person who accesses and/or uses the Platform using any of your Users’ login credentials, as if performed by you.
2.3. Service Changes. C8 Health reserves the right to modify, correct, amend, enhance, improve, or make other changes which do not have a substantial adverse effect on the Platform or Subscription Services without notice, at any time. In the event of a temporary or permanent discontinuation of the Platform or Subscription Services, or in the event of a modification to the Platform or Subscription Service which is reasonably expected to have a material adverse impact on the Services, C8 Health will make reasonable efforts to provide you with reasonable prior written notice in advance. You agree that C8 Health shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform or Subscription Services under this section.
2.4. Feedback. You may provide C8 Health with feedback regarding the use, operation, performance, and functionality of the Platform, Subscription Services or any beta features or functionality of the Platform or Subscription Services which are not generally available to C8 Health customers (“Pre-Release Features”), including identifying potential errors and improvements (“Feedback”). You hereby grant C8 Health a perpetual, irrevocable, worldwide, unlimited, sublicensable, fully paid-up and royalty-free right to use the Feedback in any manner.
2.5. Third Party Software. You acknowledge and agree to the use of third-party software components in the Subscription Services or Platform including without limitation components licensed under free or open-source licenses. Use of such third-party components may be subject to separate terms, licenses and notices which will be made available to you together with the Platform. Except as expressly provided in Section 5, such components are provided “AS IS” without any warranty whatsoever.
2.6. Export Restrictions. You acknowledge that the Platform or Subscription Services may be subject to United States export jurisdiction and to other applicable laws concerning international transfers. You will comply with all applicable laws that apply to your use of the Platform or Subscription Services, including United States Export Administration Regulations and any restrictions issued by the United States or other governments.
3. TERM AND TERMINATION
3.1. Term. This Agreement is binding upon signing and will continue through the Term of its Order Forms (“Term”), unless earlier terminated pursuant to this Section 3.
3.2. Material Breach. In the event that either party commits a material breach of this Agreement or any Order Form, and such breach remains uncured for thirty (30) days following receipt of written notice from the non-breaching party, the non-breaching party may terminate this Agreement or such Order Form by providing written notice of the breaching party’s failure to cure such breach. If such termination is due to C8 Health’s breach, C8 Health will refund Client any unused, pre-paid fees for the Subscription Services and/or Platform. In the event that C8 Health reasonably believes that you are breaching or have breached the terms of this Agreement, C8 Health reserves the right to either suspend or terminate your use of the Subscription Services, Platform, or C8 Health’s provision of other products or services.
3.3. Bankruptcy. Either party may, by written notice to the other party, terminate this Agreement or any Order Form in the event such other party terminates or suspends its business, admits in writing to its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any other bankruptcy or insolvency proceedings not dismissed within sixty (60) days.
3.4. Upon Termination or Expiration. If the Agreement is terminated or expires, each party will return to the other, or certify in writing the destruction of all Confidential Information or property of the other, provided, however, that neither party has to delete or erase any Confidential Information that has been saved to a back-up file or electronic archiving system in accordance with such party’s ordinary back-up or document retention policies or that is required for litigation, regulatory, or corporate records retention reasons. Upon termination of the Agreement or any Order Form (other than for termination due to C8 Health’s breach of the Agreement), the payment obligation for all fees for the full applicable term will be paid to C8 Health at the time of termination. If this Agreement or an Order Form is terminated or expires, all rights granted under the Agreement and that Order Form will terminate and you shall immediately cease any and all use and access to the Subscription Services and Platform.
3.5. Survival. Sections 2.4, 3.4, 3.5, 4, and 5 through 13 and any outstanding payment obligations will survive the termination or expiration of this Agreement.
4. FEES
4.1. In consideration for the rights and Subscription Services provided to you hereunder, you shall pay C8 Health the fees set forth in the applicable Order Form.
4.2. Except to the extent expressly provided in the applicable Order Form, all fees are non-cancelable and non-refundable. All payments are due 30 days from the date of C8 Health’s invoice and will be subject to a late charge of 1.5% monthly or the maximum amount permitted by applicable law, whichever is less.
4.3. All fees are stated and payable in US Dollars and are exclusive of any applicable taxes such as Sales Tax (State or Federal) or Value Added Tax (VAT). Client will bear and pay all taxes related to or arising from this Agreement, except for those taxes based on C8 Health’s income. Client may not withhold or set off any fees due to C8 Health.
5. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
5.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) to the extent it is an entity, it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby constitute a valid and binding agreement of such Party; (iii) the individual accepting this Agreement on behalf of a legal entity has the authority to bind such entity to this Agreement; (iv) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; and (v) it will perform its obligations under this Agreement in compliance with all Applicable Laws.
5.2. Additional Representations and Warranties of Client. In addition to the representations and warranties set forth in Section 5.1, Client represents and warrants that: (i) Client has all rights, licenses and permissions necessary for Client to provide C8 Health with and grant C8 Health the rights granted hereunder with respect to Client Data and Client Content; (ii) Client has obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all Applicable Laws with respect to Client Data and Client Content provided hereunder; and (iii) Client and its Users will not include in the Client Data, Client Content or otherwise make available through the Platform or the Subscription Services any protected/personal health information or any information that is otherwise regulated under HIPAA or other Applicable Law (“PHI”).
5.3. C8 Health Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, THE PLATFORM, SUBSCRIPTION SERVICES, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS AND INFORMATION, INCLUDING ANY THIRD-PARTY CONTENT PROVIDED BY C8 HEALTH HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND C8 HEALTH AND ITS SUPPLIERS, SERVICE PROVIDERS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. C8 HEALTH HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INTERFERENCE.
6. DATA
6.1. Ownership. You or your licensors retain all right, title, and interest in and to all the Client Data and Client Content. You are solely responsible for the accuracy, quality, and legality of your Client Data and Client Content. To the extent that personal information is provided as part of the Client Data or Client Content in compliance with this Section 6 and the Agreement, C8 Health will process such personal information in accordance with its privacy policy (“Privacy Policy”).
6.2. License to Use Client Data and Client Content. You hereby grant C8 Health a worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable right and license, with the right to grant sublicenses through multiple tiers to vendors providing services to C8 Health (such as hosting providers), to access, use, execute, store, archive, perform, display, process, modify, distribute, and reproduce the Client Data and Client Content during the Term, for the purposes of providing the Subscription Services, support, or as otherwise expressly provided in this Agreement and the applicable Order Form.
6.3. Anonymous Cumulative Information. You acknowledge and consent that the Subscription Services or Platform may collect and store certain Client Data and other data and diagnostic information in connection with the routine operation of the Subscription Services and Platform (“Usage Data”). Without derogating from the foregoing, you grant C8 Health a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use aggregated Usage Data that has been anonymized and that cannot be used to identify or otherwise be related to an individual or attributed to you or your Users, for the purpose of internal use, research, or otherwise improving or enhancing the Subscription Services, the Platform, or other services provided by C8 Health.
6.4. Incorporated Terms. Your and your Users’ use of the Platform or Subscription Services is governed by this Agreement, as well as the Platform Terms of Use and Privacy Policy, which may be updated from time to time by C8 Health without notice to you. The Platform Terms of Use and the Privacy Policy, as amended (collectively, the “Platform Incorporated Terms”), are incorporated into this Agreement by reference and made a part hereof. In the event of any inconsistency or conflict between the Platform Incorporated Terms and the terms of this Agreement, the terms of this Agreement shall prevail.
6.5. Data Security. C8 Health (and third-party hosting and other service providers that C8 Health may engage) will employ commercially reasonable physical, administrative, and technical safeguards to secure the Client Data and Client Content from unauthorized use or disclosure.
7. PROPRIETARY RIGHTS; CONFIDENTIALITY
7.1. Proprietary Rights. You agree and acknowledge that, as between you and C8 Health, C8 Health is and shall remain the sole and exclusive owner of any and all Intellectual Property rights in or pertaining to the Platform, Subscription Services, Usage Data, and any part thereof, including any modifications, enhancements, improvements, updates and upgrades, and derivative works thereof. “Intellectual Property” means all inventions, ideas, concepts, analyses (whether patented, or patentable, or not), methods, methodologies, designs, processes, patents, patent applications, rights associated with works of authorship (including copyrights, copyright applications, moral rights), any information, ancillary materials, devices, results, know-how, and all rights relating to the protection of trade secrets and confidential information; design rights and industrial property rights; mask works; software; all code including source code, object code, and firmware; and any other proprietary rights relating to intangible property. Other than as explicitly stated hereunder, no license, express or implied, in or to the Platform, Subscription Services, or Intellectual Property of C8 Health is granted to you under these terms. This Agreement does not grant you any rights to C8 Health’s trademarks, trade names, design marks, or service marks.
7.2. Confidentiality. Each party, on behalf of itself and its agents, employees, and representatives (“Representatives”), shall hold and treat in confidence all confidential and proprietary information it learns regarding the other party’s business and any other confidential and proprietary information disclosed by such other party hereunder (“Confidential Information”). The Subscription Services, Platform, Documentation, and Usage Data are considered Confidential Information of C8 Health, and the Client Data and Client Content are considered Confidential Information of Client.
Each party and its Representatives shall use the other party’s Confidential Information disclosed hereunder solely for the limited purpose of performing under this Agreement. Without prior written consent, neither party nor its Representatives shall disclose any of the other party’s Confidential Information in any manner whatsoever or use it for any purpose other than as set forth herein, unless compelled by law (and then only to the minimum extent necessary). Each party remains responsible for any violations of this Agreement by its Representatives.
If a party receives any legal request for Confidential Information, that party shall, without undue delay, provide the other party with a copy of such request to allow an opportunity to respond or object before any disclosure is made.
The obligations of this section shall not apply to information that: (i) becomes generally available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party’s possession on a non-confidential basis before disclosure by the disclosing party, as shown by written records; (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided such source was entitled to make the disclosure; or (iv) was independently developed by the receiving party without use of or reference to the Confidential Information.
Each party acknowledges that a breach of this section could cause irreparable harm to the other party and agrees that the other party may seek injunctive relief and/or other equitable remedies in any court of competent jurisdiction to prevent or address such a breach, without needing to prove monetary damages or post a bond. This shall not limit any other legal remedies the non-breaching party may pursue.
8. TERMS AND CONDITIONS APPLICABLE TO SHARED CONTENT
If you opt in to receive access to the Knowledge Sharing Hub, you agree to the terms and conditions set forth in Appendix A attached hereto (“Shared Content Terms and Conditions”). You acknowledge and agree that the Shared Content Terms and Conditions are in addition to the terms and conditions contained in this Agreement.
9. INDEMNIFICATION
9.1. Indemnification by C8 Health. C8 Health shall indemnify, defend, and hold you and your officers, directors, employees, successors, and permitted assigns (“Client Indemnified Parties”) harmless from and against any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) incurred in connection with any third-party claim, action, or proceeding (“Claim”) alleging that the Platform, Subscription Services, or any portion thereof, infringes any third-party Intellectual Property rights.
9.2. Infringement Claims. Should the Platform, Subscription Services, or any part thereof become, or in C8 Health’s opinion be likely to become, the subject of any infringement claim, then C8 Health will, at its own option and expense: (i) procure the right to continue using the Platform and/or Subscription Services without infringement; (ii) replace or modify the Platform and/or Subscription Services, without materially reducing functionality, so that it becomes non-infringing; or (iii) if (i) or (ii) cannot be achieved using reasonable commercial efforts, C8 Health may terminate your license to use the Platform or Subscription Services upon written notice. This Section 9.2, together with the indemnity in Section 9.1, states your exclusive remedy and C8 Health’s entire liability for infringement claims.
9.3. Exceptions to C8 Health’s Indemnification. C8 Health will have no liability for any Claim resulting from: (a) use of the Platform or Subscription Services in violation of this Agreement; (b) your failure to install changes, revisions, or new releases as instructed or provided by C8 Health at no cost; (c) use of the Platform or Subscription Services in combination with products, equipment, or software not provided or approved in writing by C8 Health; (d) modifications not made by C8 Health or without C8 Health’s prior written consent; (e) Client Data or Client Content; or (f) any updates, enhancements, modifications, adaptations, translations, improvements, or derivative works of Client Content created by you or your Users.
9.4. Indemnification by Client. You shall indemnify, defend, and hold C8 Health and its officers, directors, employees, successors, and permitted assigns (“C8 Health Indemnified Parties”) harmless from and against any and all Losses arising from: (i) your or your Users’ breach or violation of this Agreement, including any of your representations and warranties; (ii) any Claim alleging that the use of Client Data or Client Content in accordance with this Agreement infringes, violates, or misappropriates any third-party Intellectual Property rights; (iii) gross negligence or willful misconduct; or (iv) any updates, enhancements, modifications, adaptations, translations, improvements, and derivative works of Client Content created by you or your Users.
9.5. Procedure. The indemnification obligations in this Section 9 are subject to: (i) the indemnified party promptly notifying the indemnifying party in writing of any Claim; (ii) the indemnifying party having sole control of the defense and/or settlement of the Claim; (iii) the indemnified party furnishing all reasonably available information to the indemnifying party for such defense; and (iv) the indemnified party not admitting fault or making any payments or concessions without the indemnifying party’s prior written consent. The indemnifying party shall keep the indemnified party informed of the status of litigation and settlement negotiations and shall not settle any Claim that imposes any liability or obligation on the indemnified party without their prior written consent.
10. LIMITATION OF LIABILITY
IN NO EVENT WILL C8 HEALTH, NOR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, OR EMPLOYEES (“C8 HEALTH’S PARTIES”) BE LIABLE TO YOU FOR AN AMOUNT EXCEEDING THE FEES PAID BY YOU TO C8 HEALTH UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
IN NO EVENT WILL C8 HEALTH OR C8 HEALTH’S PARTIES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR BUSINESS INFORMATION, ARISING FROM THE INSTALLATION, OPERATION, USE OF, OR INABILITY TO USE THE PLATFORM OR SUBSCRIPTION SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.
NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT AGAINST C8 HEALTH MORE THAN TWELVE (12) MONTHS AFTER THE TERMINATION OR EXPIRATION OF THE APPLICABLE ORDER FORM.
11. SUPPORT
C8 Health will provide maintenance and support as set in the applicable order Form.
12. PUBLICITY
You hereby agree that C8 Health may publicly refer to you and identify you as a C8 Health client or business partner. C8 Health may use your name and logo in sales presentations, marketing materials, press releases, and on the C8 Health website.
13. GENERAL
If any provision or part of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, it shall be amended to the extent necessary to render it valid and enforceable, or deleted if no such amendment is feasible. Such amendment or deletion will not affect the validity and enforceability of the remaining provisions.
No waiver of any breach of this Agreement shall constitute a waiver of any other breach, and no waiver shall be effective unless in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any rights or take action in the event of a breach shall not be deemed a waiver of future enforcement or action.
The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, agency, or other relationship. Neither party has authority to bind the other.
Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that C8 Health may assign or transfer this Agreement in connection with a change of control (e.g., merger, acquisition, sale of all or substantially all assets) by providing notice to you. Any unauthorized assignment will be null and void.
This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, governmental action, labor disruptions, natural disasters, pandemics (including COVID-19), or failures of telecommunications or third-party services (“Force Majeure Event”). The affected party shall notify the other party promptly, describing the cause and expected duration of non-performance. However, this does not excuse payment obligations.
This Agreement supersedes all prior agreements and representations related to its subject matter. It shall be governed by the laws of the State of California, USA, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts of California.
Appendix A: Shared Content Terms and Conditions
Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.
1.1. If you are a Content Provider, you agree to the following terms and conditions:
1.1.1. You grant C8 Health and its Affiliates a worldwide, perpetual, royalty-free, fully paid-up, non-exclusive, irrevocable, transferable license, with the right to grant sublicenses through multiple tiers to vendors providing services to C8 Health (e.g., hosting providers), to:
(i) access, use, execute, store, archive, perform, display, process, modify, distribute, and reproduce the Shared Content for the purposes of providing the Subscription Services, support, or as otherwise expressly provided in the Agreement and applicable Order Form;
(ii) make Shared Content available to one or more Content Recipients, their Users, and third parties designated by such Content Recipients;
(iii) permit Content Recipients to import, reproduce, publish, distribute, host, freely modify, create derivative works based on, perform, display, and otherwise use the Shared Content solely for their internal business purposes and for the benefit of their organization—not for commercialization or offering the Platform’s benefits to third parties.
1.1.2. You agree that the license granted by C8 Health to Content Recipients under Section 1.1.1(iii) shall survive expiration or termination of this Agreement.
1.1.3. You acknowledge that C8 Health has no control over how Content Recipients, their Users, or their designated third parties may use or share Shared Content, and C8 Health is not responsible or liable for such use.
1.1.4. You agree that Content Recipients, not C8 Health, are solely responsible for any updates, enhancements, modifications, adaptations, translations, improvements, or derivative works they or their Users or third parties make to the Shared Content.
1.1.5. Shared Content will be attributed to the Owner and their institution. If updated or modified by third parties, the original attribution remains. “Owner” means the person designated by the Content Provider as the owner of the Shared Content, who may also be its author or creator.
1.1.6. Shared Content may be made available within the Content Recipient’s organization (which has opted in) and to third parties outside the organization, for the benefit of the Content Recipient. These parties may import, modify, create derivatives, reproduce, publish, distribute, host, perform, display, and otherwise use the Shared Content under the granted license.
1.1.7. C8 Health may modify, correct, improve, or remove Shared Content or a Content Recipient’s access to Shared Content at any time without restriction.
1.2. If You are a Content Recipient, You agree to the following terms and conditions:
1.2.1. C8 Health grants you a worldwide, perpetual, royalty-free, fully paid-up, non-exclusive, irrevocable, sublicensable right and license to:
(i) make the Shared Content available to your Users and any third parties you designate; and
(ii) import to your and/or their systems, reproduce, publish, distribute, host, freely modify, create derivative works based on, perform, display, and otherwise use the Shared Content solely for your internal business purposes and for the benefit of your organization—not for commercialization or providing the Platform's services to others.
1.2.2. You represent and warrant that you, your Users, and any third parties accessing or using the Shared Content will include appropriate attribution for the source of the Shared Content in any derivative works. The attribution statement should be substantially as follows:
“Original content contributed by [Name of the Owner(s)] at [Content Provider(s)].”
1.2.3. C8 Health reserves the right to modify, correct, amend, enhance, improve, or otherwise change Shared Content or remove your, your Users’, or any third party’s access to it at any time, without restriction.
1.2.4. You will indemnify, defend, and hold harmless the C8 Health Indemnified Parties from and against all Losses arising from:
(i) use of the Shared Content; or
(ii) any updates, enhancements, modifications, adaptations, translations, improvements, or derivative works made to the Shared Content.
1.2.5. DISCLAIMER. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS APPENDIX OR THE AGREEMENT, C8 HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR AVAILABILITY OF SHARED CONTENT. IT IS PROVIDED “AS IS” AND “AS AVAILABLE.” C8 HEALTH, ITS SUPPLIERS, SERVICE PROVIDERS, CONTENT PROVIDERS, AND LICENSORS DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING THOSE ARISING FROM COURSE OF DEALING, PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT, OR OTHERWISE—INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INTERFERENCE.
You, your Users, and third parties accessing or using Shared Content are solely responsible for evaluating its accuracy. The Shared Content may not be current, correct, or complete, and any reliance on it is at your own risk. C8 Health shall have no liability of any kind related to the Shared Content or its use by Content Recipients, Users, third parties, or any other person.
1.3. The provisions of this Appendix B that by their nature are intended to survive termination or expiration of this Agreement shall so survive.