Ursa Health Pilot Terms and Conditions

Last Updated: May 17, 2022

These Pilot Terms and Conditions are entered into by and between Ursa Health, LLC, a Delaware limited liability company (“Ursa Health” ) and the entity or person placing an order for or accessing Ursa Studio (“Customer” or “you”) pursuant to a separate written order form (“Order Form”) executed by Customer and Ursa Health. If you are accessing or using Ursa Studio on behalf of your company, you represent that you are authorized to accept these Pilot Terms and Conditions on behalf of your company, and all references to “you” or “Customer” reference your company. Defined terms used herein shall have the meanings set forth in Section 11 below or as defined herein. The Pilot Terms and Conditions in effect as of the date of Customer’s Order Form shall govern Customer use of Ursa Studio during the Pilot Term set forth in such Order Form.

ACCEPTANCE: BY EXECUTING AN ORDER FORM REFERENCING THESE PILOT TERMS OF SERVICE OR ACCESSING OR USING URSA STUDIO, CUSTOMER AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THE AGREEMENT. IF YOU DO NOT AGREE TO THE AGREEMENT, PLEASE DO NOT USE URSA STUDIO. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THE AGREEMENT IS LEGALLY BINDING UPON IT. PLEASE READ IT CAREFULLY.

1. Agreement; Effective Date

These Pilot Terms of Service together with the Order Form entered into by the Parties hereunder (collectively, the “Agreement”) permits Customer to order Ursa Studio from Ursa Health and sets forth the terms and conditions between the parties with respect thereto, and governs Customer’s access and use of Ursa Studio. In the event of any conflict between the provisions in these Pilot Terms of Service and any Order Form, the terms of such Order Form shall prevail. No terms or conditions stated in a Customer purchase order or in any other Customer provided business forms or order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. The “Effective Date” of the Agreement is the date which is the earlier of (a) Customer’s initial access to Ursa Studio through any online provisioning, registration or order process with Ursa Health or (b) the effective date of the first Pilot Order Form that references these Pilot Terms of Service and is entered into between Customer and Ursa Health.

2. Description of Services

(a) Services. Ursa Health will provide Ursa Studio on a hosted software as a service basis using Ursa Health’s third-party hosting provider unless Customer has elected to install Ursa Studio on Customer’s Infrastructure or on Customer’s Private Cloud as may be mutually agreed by the parties and set forth in an Order Form. Ursa Health reserves the right to modify Ursa Studio from time to time, including without limitation implementing Upgrades (as defined in 2(b) below), and Ursa Health will update the applicable Documentation accordingly.

(b) Ursa Studio Environment. Customer shall be solely responsible for: (a) the security and use of Customer and Authorized Users’ access credentials to Ursa Studio; and (b) all access to and use of Ursa Studio directly or indirectly by or through Authorized Users, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. Further, if Customer has elected to deploy Ursa Studio on Customer’s Infrastructure or Customer’s Private Cloud, Customer shall be responsible for (a) deploying physical, technical, organizational and administrative security measures and policies to protect all Customer Data from and against unauthorized access, use, or disclosure and (b) installing all bug fixes, patches, modifications, updates, upgrades and new versions to Ursa Studio made generally commercially available by Ursa Health (“Upgrades”) within thirty (30) days of the date they are first made available to Customer by Ursa Health.

3. Customer Rights and Obligations

(a) Right to Use Ursa Studio as Hosted By Ursa Health. Subject to Customer’s compliance with the terms and conditions of this Agreement, Ursa Health Ursa Health hereby grants to Customer a non­exclusive, non-transferable, non-sublicensable, limited right during the Pilot Term to allow its Authorized Users to access and use Ursa Studio for the Customer’s own internal use (e.g. for Patients that are within the Customer’s network), subject to the terms and conditions contained in this Agreement.

(b) Right to Use Ursa Studio on Customer’s Infrastructure or Customer’s Private Cloud. Subject to Customer’s compliance with the terms and conditions of this Agreement, Ursa Health hereby grants to Customer a non­exclusive, non-transferable, non-sublicensable, limited license during the Pilot Term to install one copy of Ursa Studio on Customer’s Infrastructure or Customer’s Private Cloud and permit Customer’s Authorized Users to access and use Ursa Studio for the Customer’s own internal use (e.g. for Patients that are within the Customer’s network), subject to the terms and conditions contained in this Agreement.

(c) Customer Restrictions. Customer may access and use the Ursa Studio solely for Customer’s own internal business purposes (i.e. for Customer’s Patients and Patients that are within Customer’s network) and not for the benefit of any third party. Customer acknowledges and agrees that Customer’s and its Authorized Users’ access and use of Ursa Studio shall at all times comply with the Documentation and any use restrictions or limitations set forth herein or in the Order Form. Nothing in this Agreement shall be construed as an implied grant to Customer of any right to, and Customer shall not, and shall not permit or allow any third party to: (i) copy, modify, or create derivative works or improvements of Ursa Studio contained therein, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make Ursa Studio available to any person other than an Authorized User, including on or in connection with any time-sharing, service bureau, software as a service, cloud, or other technology or service; (iii) reverse engineer, disassemble, decompile, decode, or adapt the software source code incorporated in or related to Ursa Studio, or otherwise attempt to derive or gain access to the software source code incorporated in or related to Ursa Studio, in whole or in part; (iv) bypass or breach any security device or protection used for or contained in Ursa Studio or Documentation, including any use that could cause harm to Ursa Health IP addresses or cause Ursa Health customer domains to be blacklisted; (v) remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, Documentation, warranties, disclaimers, or Intellectual Property Rights, proprietary rights, or other symbols, notices, marks, or serial numbers on or relating to Ursa Studio or any Documentation; (vi) use Ursa Studio in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law; (vii) use Ursa Studio for purposes of benchmarking or other competitive analysis, including but not limited to the design, construction, maintenance, operation or use of competitive systems or applications; (viii) input, upload, transmit or otherwise provide any information or materials that, to Customer’s knowledge, are unlawful or injurious, or contain, transmit or activate any virus, worm, malware or other malicious computer code intended to interfere, damage, corrupt, surreptitiously intercept or expropriate any system, data, or personal information; and (ix) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm Ursa Studio, directly or indirectly, in whole or in part. Ursa Health shall have the right to suspend the provision of Ursa Studio if Customer breaches the foregoing restrictions or the access grants set forth in Sections 3(a) or 3(b).

4. Term; Termination

(a) Term; Termination. The term of this Agreement shall begin on the Effective Date and shall continue for the Pilot Term. In addition to any other express termination right set forth elsewhere in this Agreement either Party may terminate this Agreement for any or no reason on 10 days prior written notice to the other party.

(b) Effect of Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (i) all rights, licenses, consents and authorizations granted by either Party to the other hereunder will immediately terminate; (ii) Customer shall immediately cease using Ursa Studio and any related services and Documentation; (iii) upon Ursa Health’s instruction or request, Customer shall promptly return or destroy Customer Processed Data Tables and any Confidential Information (as defined in the NDA) as well as all copies, extracts, summaries and notes based on any of the foregoing; and (iv) Customer shall pay any outstanding balances for amounts due hereunder. Termination of this Agreement shall not (i) relieve either Party of any liability or obligation (including Customer’s obligation to pay Fees due) for the period prior to the effective date of such termination or (ii) preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.

(c) Survival. Sections 4(b), 5 and 6 through 11 shall survive any termination or expiration of this Agreement.

5. Fees; Payments

(a) Fees. Ursa Health will invoice and Customer shall pay to Ursa Health the fees and expenses, if any, as set forth in the Order Form (“Fees”). All fees shall be paid in United States Dollars by check or wire transfer to an account designated by Ursa Studio.

(b) Payments. All payments due under this Agreement, if any, shall be payable by Customer within thirty (30) calendar days after the date of Ursa Health’s invoice (the “Payment Period”). Ursa shall have the right to suspend the provision of Ursa Studio if Customer fails to make timely payment of undisputed amounts due. All Fees are exclusive of any state, local, and other taxes and charges (other than income taxes payable by Ursa Health). Customer is responsible for all taxes, other than income taxes payable by Ursa Health. If Customer is tax-exempt, Customer must submit evidence of its tax-exempt status upon execution of this Agreement.

6. Proprietary Rights

(a) Customer Information. As between Customer and Ursa Health, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to Customer Information, including all Customer Processed Data Tables and Customer Raw Data Tables and is responsible for the accuracy, quality, integrity, legality (including the holding of all applicable consents from data owners or data subjects to use hereunder), reliability, completeness, and appropriateness of any and all Customer Information. Customer shall ensure that all Customer Information shall not (i) contain or cause to be placed any worms, viruses, or programming routines intended to interfere, damage, corrupt, surreptitiously intercept, distort, or expropriate any system, data or personal information; (ii) be materially false, misleading or inaccurate; or (iii) violate any international, federal, state or local laws, rules, and regulations. Customer grants Ursa Health the right to process the Customer Information for purposes of providing Ursa Studio to Customer hereunder.

(b) Proprietary Rights in Ursa Studio. Customer acknowledges that as between the Parties, Ursa Health is the exclusive owner of all right, title, and interest of all Intellectual Property Rights in and relating to Ursa Studio and the Reference Library and reserves all rights not expressly granted herein.

(c) Feedback. Customer, from time to time, may submit Feedback to Ursa. Customer grants to Ursa Health a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, license, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same without restriction or obligation of any kind, on account of confidential information, Intellectual Property Rights or otherwise, and may incorporate into its products and services any service, product, technology, enhancement, documentation or other development (“Improvement”) incorporating or derived from any Feedback with no obligation to license or to make available the Improvement to Customer or any other person or entity.

7. Confidentiality

All disclosures made under this Agreement shall be subject to the Confidentiality and Nondisclosure Agreement entered into between the Parties (“NDA”), which is incorporated herein by reference.

8. Limitation of Liability; DISCLAIMER

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR A. PARTY’S VIOLATION OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING ANY BREACH BY CUSTOMER OF THE RIGHTS, LICENSES OR RESTRICTIONS SET FORTH IN SECTION 3), NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL INDIRECT, INCIDENTAL, PUNITIVE EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION FOR ANY LOST REVENUE OR LOST PROFITS, LOSS OF GOODWILL, COSTS TO PROCURE SUBSTITUTE GOODS OR SERVICES, OR LOSS OR CORRUPTION OF DATA, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF URSA HEALTH OR CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.

(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, URSA HEALTH SHALL NOT BE LIABLE TO CUSTOMER OR AUTHORIZED USERS UNDER THIS AGREEMENT FOR ANY CLAIM ARISING FROM, RELATING TO, OR CONNECTED WITH URSA STUDIO, DOCUMENTATION, ANY SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (X) $100 AND (Y) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO URSA HEALTH DURING A ONE YEAR PERIOD PRIOR TO THE FIRST OCCURRENCE GIVING RISE TO THE CLAIM FOR LIABILITY, WHICH AMOUNT SHALL BE IN LIEU OF ANY OTHER REMEDIES WHICH MAY BE AVAILABLE AGAINST URSA HEALTH AND ANY AFFILIATED PARTIES.

(c) URSA HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO URSA STUDIO, SERVICES, DOCUMENTATION, OR ANY OTHER MATERIALS PROVIDED BY URSA HEALTH HEREUNDER ALL OF WHICH IS PROVIDED “AS IS” AND “AS AVAILABLE”. WITHOUT LIMITING THE FOREGOING, URSA HEALTH SPECIFICALLY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

(d) THE FOREGOING LIMITATION OF LIABILITY AND DISCLAIMERS REPRESENT THE ALLOCATION OF RISK OF FAILURE BETWEEN THE PARTIES AS REFLECTED IN THE PRICING HEREUNDER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN URSA HEALTH AND CUSTOMER, AND, ABSENT ANY OF SUCH DISCLAIMERS, EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE PROVISIONS OF THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT.

9. Non-Solicitation

Customer agrees that during the Pilot Term and for a period of one year after the termination of this Agreement, that it shall not, directly or indirectly, solicit, recruit, hire, or otherwise retain the services of any employee, employee-equivalent subcontractor, or employee-equivalent consultant of Ursa Health.

10. Miscellaneous Provisions

(a) Assignment. Unless it has first obtained the written consent of the other Party, neither Party may assign this Agreement, or otherwise transfer its rights and obligations hereunder, to any other person. Notwithstanding the foregoing, either Party may, with advance written notice to the other, assign or otherwise transfer its rights and obligations hereunder, in whole or in part, to any entity surviving a transaction involving the merger, acquisition, consolidation, or reorganization of the Party, in which all or substantially all of the Party’s assets, stock or business to which this Agreement relates are sold, provided that the surviving entity is not a competitor of the non-assigning Party. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of each party’s successors and permitted assigns.

(b) Subcontractors. Notwithstanding anything to the contrary in this Agreement, Ursa Health may use the services of third party subcontractors and service providers to provide Ursa Studio and shall have the right to permit such third parties to exercise the rights granted to Ursa Health hereunder in order to perform Ursa Health’s obligations and exercise Ursa Health’s rights under this Agreement, provided that Ursa Health remains responsible for (i) compliance of any such third parties with the terms of this Agreement and (ii) for the overall performance of this Agreement.

(c) Entire Agreement; Amendments; No Third Party Beneficiaries. To the maximum extent permitted by applicable law, this Agreement, together with the NDA and the other documents referenced herein, constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement. No supplement, modification, amendment, or waiver of any provision of this Agreement, the NDA shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. The Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to the Agreement may enforce it.

(d) Waiver; Severability. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit of such term or condition. Any such waiver is to be in writing and is to be duly executed by such Party. A waiver on one occasion is not to be deemed to be a waiver of the same or any other breach, term or condition on any other occasion. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future applicable law (a) such provision is to be fully severable; (b) this Agreement is to be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; (c) the remaining provisions of this Agreement are to remain in full force and effect and are not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement; and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement legal, valid and enforceable provision as similar in terms to illegal, invalid or unenforceable provision as may be possible.

(e) Notices. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, when mailed by prepaid certified or registered U.S. mail, when sent by commercial overnight courier service with tracking capabilities or by facsimile (if confirmed by one of the other methods permitted hereunder within 48 hours after such facsimile transmission), to the respective addressee of each Party at the address, or by e-mail with confirmation by recipient within twenty-four (24) hours based on the contact information set forth on the Cover Sheet.

(f) Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to the conflicts of laws provisions thereof. CUSTOMER HEREBY IRREVOCABLY AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN NASHVILLE, TENNESEE.

(g) Force Majeure. A Party shall not be liable for nonperformance or delay in performance (other than of obligations regarding payment of money or confidentiality under the NDA) caused by any event reasonably beyond the control of such Party including, but not limited to, wars, terrorism, hostilities, revolutions, riots, civil commotion, national emergency, strikes, lockouts, unavailability of supplies, epidemics, pandemics, fire, flood. earthquake, force of nature, explosion, embargo, or any other Act of God, internet, electric power or communications outage, or any law, proclamation, regulation, ordinance of any court, government, or governmental agency.

11. Defined Terms

“Authorized User” means a person authorized by Customer to access and use Ursa Studio.

“Customer Data” means the Customer data submitted to Ursa Studio for Customer’s use in Data Models.

“Customer Data Model” means a Data Model (other than the Ursa Data Model) resulting from Customer use of Ursa Studio.

“Customer Raw Data Tables” means data tables provided by the Customer through Customer’s use of Ursa Studio.

“Customer Information” means Customer Data, Customer Data Models, Customer Raw Data Tables, Customer Processed Data Tables, and Customer Logic.

“Customer’s Infrastructure” means Customer’s owned or leased computing environment on which Ursa Studio will be installed.

“Customer’s Private Cloud” means a third-party hosting provider’s computing environment which has been approved by Ursa Health and on which Ursa Studio will be installed.

“Customer Logic” means human readable measure specifications, value sets, definitional terms, and Customer Data Models. Customer Logic shall not and does not contain any Protected Health Information.

“Customer Processed Data Tables” means data tables incorporating Customer Data that at any time have been processed and/or generated by Ursa Studio.

“Data Model” means the logical relationship architecture between a collection of database tables and the structure of each individual table; for each table, a set of columns and a specific and defined concept for the table row (e.g., a lab test, a bill, etc.).

“Documentation” means functional specific materials, whether in human readable or machine readable format, and any copies of the foregoing, in any form or medium, related to Ursa Studio and delivered to Customer or Authorized Users in connection with this Agreement, including but not limited to, interface documentation, manuals, user guides, program listings, flow charts, logic diagrams instructions, documents, and other related materials.

“Instance” means a single deployment of Ursa Studio in a specific data environment.

“Intellectual Property Rights” means unpatented inventions, patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, and any other intangible property rights (except rights in trademarks, trade names and service marks) including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired as well as renewals thereto as well as other forms of protection of a similar nature anywhere in the world.

“Patient(s)” means a person within Customer’s network who is receiving or has received health care services.

“Protected Health Information” has the meaning set forth in 45 C.F.R. 160.103 of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations related thereto.

“Reference Library” means Ursa Health’s content that may be made available in an Instance of Ursa Studio, including but not limited to reference value sets and reference look-up tables.

“Pilot Term” means the limited pilot term of Customer’s subscription to Ursa Studio as set forth in the Order Form.\

“Terms and Conditions” means these Terms and Conditions.

“Ursa Data Model” means any non-client-specific Data Model(s) that Ursa Health may deploy in a Customer’s Ursa Studio data warehouse with very little or no customization.

“Ursa Health Module” a collection of data assets related to a specific analytic use case or topic. Examples include “Revenue Cycle Management,” “Chronic Kidney Disease Population Health,” “Medication Adherence,” or “Preventable Emergency Room Visits” developed by Ursa Health and available as add-on purchases by Customer.

“Ursa Studio” means Ursa Health’s proprietary software analytics platform accessed through a dedicated website (or web-portal), which includes but is not limited to Documentation; Ursa Health Modules; Reference Libraries; software code; SQL code; Data Models, including Ursa Data Models and any Ursa Health Modules separately purchased by Customer from Ursa Health; data warehouse; measure libraries; reference value sets; risk models; development tools; routines; subroutines; algorithms; core scheduling platform; user interfaces; visualizations; dashboards; templates; source and object code; programs; methodologies; materials; configuration of cloud infrastructure; interfaces; integrations; and all updates and upgrades in connection with the foregoing.