Ursa Health Schedule B to Cover Sheet Terms and Conditions

Last Updated: April 4, 2024

1.  Definitions

“Administrator” means the Authorized User(s) designated by Customer who are authorized to approve an Authorized User’s access to and use of Ursa Studio, including authorizing the activation of new Ursa Health Modules. Each Administrator will have a unique user name and password.

“Agreement” has the meaning accorded to such term in the Cover Sheet and, for the avoidance of doubt includes all Schedules and Statements of Work executed by the Parties.

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

“Bespoke Objects” means a type of data transformation executed by Ursa Studio whereby an Authorized User is able to execute a SQL script.

“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 Standard 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 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.).

“Data Sources” means any data sources not provided by Ursa Health that are connected to Ursa Studio.

“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.

“Extended Support” means additional professional services subscribed to by Customer pursuant to an Schedule A as described in an Schedule A.

“Feedback” means suggestions, techniques, recommendations, know-how, comments, feedback and any other input provided to Ursa Health with respect to Ursa Health’s products and services.

“Improvements” are as defined in Section 6(d) below.

“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, trademarks, trade names and service marks, and any other intangible property rights 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.

“Learning Management System” means Ursa Health’s learning management system and all content included therein that may be made available by Ursa for use by Customer and its Authorized Users for their own personal educational purposes and to assist them in their use of Ursa Studio.

“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.

“Services” means any consulting, professional, support, training or other services provided by Ursa Health to Customer as provided in a Schedule A or Statement of Work separately executed by the Parties.

“Subscription Term” means the term of Customer’s subscription to Ursa Studio as set forth in a Schedule A to the Cover Sheet.

“Terms and Conditions” means these Terms and Conditions.

“Updates and Upgrades” are defined in Section 2(b) below.

“Ursa Aggregated Analytics” means any aggregated, anonymized data, statistics, metadata, inferences, inter-relationships, and/or associations derived from access and use of Ursa Studio which cannot be used to identify any particular customer or user of Ursa Studio.

“Ursa Data Model” means any 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 Health SQL Code” means Ursa Health’s proprietary SQL computer code in source code form as the same may be updated by Ursa Health from time to time or generated based on use of Ursa Studio and any modified Ursa Health SQL Code.

“Ursa Standard Data Model” means the non-client-specific Data Model that Ursa Health may deploy in a Customer’s Instance of Ursa Studio with very little or no customization.

“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, including the Ursa Health SQL Code if subscribed to by Customer; Data Models, including Ursa Standard Data Models and any Ursa Health Modules separately subscribed to by Customer from Ursa Health; Mapping Logic; 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 Improvements, Work Product, and Updates and Upgrades made available to Customer in connection with the foregoing.

“Work Product” is as defined in Section 6(b) below.

2.  Description of Services

(a)  Services. Ursa Health will provide Ursa Studio to Customer and those Services ordered by Customer as set forth in Schedule A attached to the Cover Sheet and each subsequent Schedule A that may be executed by the Parties during the Term. Customer and Ursa Health may enter into one or more Schedule As during the Term and each Schedule A shall be sequentially numbered as A-1, A-2, A-3 and so forth. 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 on a Schedule A. Ursa Health reserves the right to modify Ursa Studio from time to time, including without limitation implementing Updates and Upgrades (as defined in 2(b) below), and Ursa Health will update the applicable Documentation accordingly; provided, however, that if an Update or Upgrade results, in a material reduction in the functionality of Ursa Studio, then upon receipt of written notice from Customer within thirty (30) days following the date the change became effective, Ursa will de-install the Update or Upgrade.

(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 (“Updates and Upgrades”) within thirty (30) days of the date they are first made available to Customer by Ursa Health.

(c) Dependencies. Neither Party shall be liable for any delay or failure in the performance of its obligations under the Agreement or any Exhibit/Schedule/Statement of Work attached to the Cover Sheet or entered into hereunder, if and to the extent such delay or failure is caused by the actions or omissions of the other Party or other Party’s agents or due to a breach of this Agreement or any Exhibit/Schedule/Statement of Work by the other Party. Ursa Health shall have no liability to Customer to the extent resulting from any failure of Customer to: (i) materially perform its responsibilities set forth in this Agreement and any Exhibit/Schedule/Statement of Work, including timely providing the prerequisites set forth in Exhibit 2 to Schedule A as well as complying with any additional requirements included in the Documentation, (ii) comply with its obligations under this Agreement and any Exhibit/Schedule/Statement of Work, including without limitation, if Customer has purchased a subscription to install Ursa Studio on Customer’s Infrastructure or Customer’s Private Cloud, implementing all Updates and Upgrades, or (iii) provide accurate and complete Customer Data in accordance with the procedures set forth in the applicable Exhibit/Schedule/Statement of Work or the Documentation.

(d) Services. The Parties acknowledge that during the Term, the Parties may, but are not obligated to, execute additional Schedule As and/or Statements of Work for additional Services. Ursa Health may agree to, but is not obligated to, provide such Services.

(e) Data Sources; Mapping Logic. The Parties acknowledge that in providing Ursa Studio, Ursa Health shall have the right to interpret raw data from Data Sources, such as data from electronic medical records (“EMR”) systems, and develop mapping logic for purposes of mapping such data to Ursa Data Models (“Mapping Logic”). The Mapping Logic is the Work Product of Ursa Health and subject to Section 6(b) below.

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 hereby grants to Customer a non¬exclusive, non-transferable, non-sublicensable, revocable, limited right during a Subscription 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 non¬exclusive, non-transferable, non-sublicensable, revocable, limited license during a Subscription 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) Ursa Health SQL Code and Restrictions. Subject to Customer’s compliance with the terms and conditions of the Agreement, Ursa Health grants Customer a non¬exclusive, non-transferable, non-sublicensable, revocable, limited license during a Subscription Term to permit its Authorized Users to use the Ursa Health SQL Code solely in connection with its use of Ursa Studio, solely for the purposes of troubleshooting Customer Logic and investigating possible database optimizations to improve processing performance. Customer shall not directly or indirectly (i) copy the Ursa Health SQL Code other than as necessary to exercise the license granted in the immediately preceding sentence, (ii) rent, resell, sell, lease, distribute, transfer or otherwise make available the Ursa Health SQL Code to a third-party, (iii) publish or publicly display the Ursa Health SQL Code, or (iv) commercially exploit the Ursa Health SQL Code. For the avoidance of doubt, Customer is expressly not permitted to copy and paste the Ursa Health SQL Code into a non-Ursa Health ETL tool or non-Ursa Health ETL engine and run production processes to generate results. Notwithstanding the foregoing, the use of Bespoke Objects to run original or modified Ursa Health SQL Code in Ursa Studio is not prohibited. The Ursa Health SQL Code is computer software and is subject to United States export laws and regulations and Customer agrees to comply with all applicable domestic and international export laws and regulations in exercising its rights granted in this subsection (e). The Ursa Health SQL Code is licensed and not sold and Ursa Health reserves all rights not expressly granted herein. Customer shall promptly terminate Authorized User access to the Ursa Health SQL Code upon termination of such Authorized User’s employment or engagement with the Customer. Further, if Customer experiences a change of control in which it is not the surviving entity (including any acquisition in which it becomes the subsidiary of another entity) or Customer assigns the Agreement in accordance with and to the extent and as permitted by this Agreement, including without limitation to a successor to or acquiror of Customer’s business, the foregoing license shall immediately terminate without further action of the Parties unless Customer obtains Ursa Health’s prior written approval of Customer’s successor or assignee, as the case may be. Ursa Health shall have the right, upon at least five (5) business days’ prior written notice to Customer, to audit Customer’s use of the Ursa Health SQL Code to verify Customer’s compliance with the foregoing license and restrictions. Ursa Health shall have the right to immediately terminate the foregoing license upon any breach of this subsection (e) which is not capable of cure or which is not cured by Customer within five (5) business days of receipt of written notice from Ursa Health. The Ursa Health SQL Code is provided “as is” and without warranty and the warranties and indemnities set forth in Sections 8 and 10, respectively, shall not apply to the Ursa Health SQL Code.

(d) Right to use Learning Management System and Reference Library. Subject to Customer’s compliance with the terms and conditions of this Agreement, Ursa Health grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited right during a Subscription Term to permit its Authorized Users to access and use (i) the Learning Management System for their own personal educational purposes to assist them in their use of Ursa Studio and (ii) the Reference Library to create Customer Information.

(e) Permitted Uses of Customer Logic. During the Term, Customer may elect to grant access to and use of certain portions of Customer Logic. If such permission is granted, the Parties will execute a separate written addendum or agreement defining such access and use rights in addition to identifying the precise Customer Logic files to be shared. For purposes of clarity, Ursa Health has no access to or right, title, or interest in Customer Logic without the written mutual agreement of both Parties. For purposes of clarity, Customer owns all right, title and interest in and to Customer Logic and Ursa Health has no right, title, or interest in Customer Logic without the written mutual agreement of both Parties and except as required to provide Ursa Studio and the Services to Customer pursuant to this Agreement.

(f) Proprietary Notices. Customer shall not remove any copyright, patent, trademark, or other proprietary or restrictive notice or legend contained or included in any of Ursa Studio or Documentation. Customer shall reproduce and copy all such notices and legends on all copies of the Documentation that are permitted to be made hereunder.

(g) Cooperation. Customer shall at all times: 

(i) access and use Ursa Studio in accordance with the Documentation; 

(ii) provide Ursa Health personnel with such access to Customer’s systems as is necessary for Ursa Health to perform the obligations under and in connection with the Documentation and this Agreement with advance written notice; and

(iii) provide all cooperation and assistance as Ursa Health may reasonably request, to enable Ursa Health to exercise its rights and perform its obligations under and in connection with this Agreement.

(h) Customer Restrictions. Customer may access and use 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 applicable Schedule A. 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.

4. Term; Termination

(a) Term. The term of the Agreement shall begin on the Effective Date and, unless earlier terminated in accordance with the Agreement, shall continue until all Schedule As and Statements of Work entered into hereunder have terminated or expired (“Term”). Each Schedule A and Statement of Work shall have the term set forth therein subject to termination as provided herein or in such Schedule A or Statement of Work. Unless otherwise specified in a Schedule A, the Subscription Term for Customer’s subscription to Ursa Studio set forth in a Schedule A shall automatically renew for successive terms equal in length to the original Subscription Term unless either Party provides the other with written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Subscription Term. Ursa shall have the right to increase the Fees payable for each renewal Subscription Term; provided, that any such increase will not exceed the greater of (x) five percent (5%) over the Fees payable for the prior Subscription Term and (y) the increase in the U.S. Consumer Price Index as reported by the Department of Labor over the prior Subscription Term.

(b) Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

(i) either Party may terminate this Agreement and/or any Schedule A or Statement of Work, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured ninety (90) days after the non-breaching Party provides the breaching Party with written notice of such breach; and

(ii) either Party may terminate this Agreement and/or any Schedule A or Statement of Work, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency laws; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, all Schedule As and Statements of Work shall immediately terminate and, 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, the Learning Management System and any related services and Documentation and shall irretrievably destroy the Ursa Health SQL Code and all copies thereof; (iii) upon Ursa Health’s instruction or request, Customer shall promptly return or destroy any Confidential Information as well as copies of the foregoing as set forth in the NDA; (iv) Customer shall pay any outstanding balances for amounts due hereunder; and (v) upon Customer’s request made within 30 days following termination of this Agreement, Ursa Health shall provide Customer with an electronic download of all Customer Data. Termination of this Agreement or any Schedule A or Statement of Work 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. 

5. Fees; Payments

(a) Fees. Ursa Health will invoice and Customer shall pay to Ursa Health the fees and expenses as set forth in Schedule A attached to the Cover Sheet and as set forth in any additional Schedules and Statement of Work executed by the Parties (“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 (including without limitation all Schedules and Statements of Work) shall be payable by Customer within thirty (30) calendar days after the date of Ursa Health’s invoice (the “Payment Period”). Customer’s timely payment of all Fees due is a condition precedent to Ursa Health’s obligations under this Agreement (including without limitation all Schedules and Statements of Work). If Customer disputes an item and/or amount on an invoice, within ten (10) calendar days after receipt of the invoice, Customer shall: (i) give Ursa Health a written notice detailing the basis of the dispute (or the invoice shall be deemed undisputed) and (ii) pay all undisputed amounts in full within the Payment Period. In the event of any dispute of an invoice, Customer shall notify Ursa Health in writing within fifteen (15) days of receipt of the invoice of the disputed amount and the reason for the dispute, and the Parties agree to negotiate promptly and in good faith a reasonable settlement of the disputed amount. Amounts not disputed within such fifteen (15) day period will be deemed valid and may not later be disputed. In the event of any such dispute, the Parties agree to engage in the dispute resolution process set forth in Section 11 with respect to such dispute. Unless otherwise set forth herein, all amounts paid by Customer under this Agreement are non-refundable.

(c) Taxes. Customer is responsible for all taxes, other than income taxes payable by Ursa Health. All Fees are exclusive of any state, local, and other taxes and charges (other than income taxes payable by Ursa Health) applicable to the implementation, support, or use of Ursa Studio. If Customer is tax-exempt, Customer must submit evidence of its tax-exempt status upon execution of this Agreement.

(d) Late Payment. Invoices will be considered overdue after thirty (30) days. Ursa Health may assess a late payment charge on all undisputed amounts at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, on the unpaid undisputed amount for each month (or fraction of a month) any past due payment. Customer shall be responsible for all reasonable expenses, including attorneys’ fees, incurred by Ursa Health for collection of overdue amounts.

(e) No Deductions or Setoffs. All amounts payable to Ursa Health by Customer shall be paid by Customer to Ursa Health in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason.

(f) Suspension of Service. Ursa Health reserves the right to suspend Customer’s access to Ursa Studio (and the Learning Management System and Reference Library) without liability to Customer if either (1) Customer’s account is thirty (30) days or more overdue and Customer fails to cure such default within ten (10) business days of receipt of Ursa Health’s written notice, in addition to any of its other rights or remedies or (2) if (i) Customer’s use of Ursa Studio is in violation of this Agreement or the Documentation and such violation constitutes willful misconduct and/or is not capable of being cured or, if not willful misconduct and capable of being cured, is not cured within thirty (30) days after receipt of written notice or (ii) a threat to the technical security or technical integrity of Ursa Studio exists as determined by Ursa Health in its sole and absolute discretion. Ursa Health will promptly restore access to Ursa Studio upon resolution of the issue.

6. Proprietary Rights

(a) Customer Data. 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. 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; (iii) infringe, misappropriate or violate any intellectual property rights or rights of privacy or publicity; or (iv) violate international, federal, state or local laws, rules, and regulations. Ursa Health may take remedial action should Customer or any Authorized Users violate this Section and such remedial action may include, but shall not be limited to, suspension of all or a portion of Ursa Studio hereunder or termination of the Agreement or any relevant Schedule A with respect thereto. Customer represents and warrants that it has the right to host, use, process, display, and transmit Customer Information to Ursa Studio pursuant to and in accordance with this Agreement, and is responsible for the accuracy, quality, integrity, legality (including the holding of all applicable consents from data owners and/or data subjects for use of their data as contemplated herein), reliability, completeness, and appropriateness of any and all Customer Information provided to or accessed by Ursa Studio or Ursa Health in connection with the rights granted herein, including without limitation access in connection with, submitted to or stored or transmitted on, through or via Ursa Studio. Customer further represents and warrants that it has the right to collect and analyze Customer Information and other information relating to the provision, use, and performance of various aspects of Ursa Studio (including, without limitation, information concerning anonymized data derived therefrom, such as transactional and performance data). At present, neither Customer nor its Authorized Users operate outside of North America. In the event that Customer or its Authorized Users begins operations outside of North America such that it its utilizing Customer Information that originates outside of North America, Customer represents and warrants that it shall comply with the European Union General Data Protection Regulation or any similar applicable data privacy laws, rules or regulations and the Parties shall execute any mutually agreed to data processing agreements required by applicable data privacy laws, rules or regulations.

(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, the Learning Management System and the Reference Library. Customer and Authorized Users shall acquire no rights, express or implied, in or to Ursa Studio, the Learning Management System or the Reference Library. Ursa Health and its applicable third-party licensors, retain ownership and expressly reserve all rights, including Intellectual Property Rights to Ursa Studio, the Learning Management System, the Reference Library, and any other proprietary software, systems, and algorithms owned and used by Ursa Health. Any rights not expressly granted to Customer in this Agreement are reserved by Ursa Health or its applicable licensors. For the avoidance of doubt, Services are not provided on a “work for hire” basis and all right, title and interest in and to any work product, excluding Customer Information, resulting from such Services (“Ursa Work Product” or “Work Product”) shall be owned by Ursa Health and Customer hereby assigns all right, title and interest in and to the Ursa Work Product (and all Intellectual Property rights therein and thereto) to Ursa Health and waives any moral rights it may have in such Ursa Work Product. Customer agrees to execute such other agreements and documents reasonably requested by Ursa Health to assign ownership of the Work Product to Ursa Health and to perfect Ursa Health’s Intellectual Property Rights in the Work Product. For the avoidance of doubt, Customer retains ownership of all Customer Information as provided in Section 6(a) above. Further, notwithstanding anything to the contrary herein, Customer agrees that Ursa Health owns all right, title, and interest of all Intellectual Property Rights in and relating to Aggregated Analytics and may use Ursa Aggregated Analytics to analyze, improve and operate Ursa Studio and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other Ursa Health customers. For clarity, Ursa Aggregated Analytics will not include Customer Data that has not been anonymized and aggregated with other Ursa Health customer data and Ursa Health will not identify Customer as the source of any Ursa Aggregated Analytics.

(c) Administrative Access to Ursa Studio. Customer acknowledges that Ursa Health claims that Ursa Studio contains valuable proprietary information and trade secrets developed or acquired by Ursa Health. As part of the registration process, Customer will identify an Administrator(s). Customer shall be responsible for the security of passwords, access codes, technical specifications, connectivity standards and compliance with security protocols or other relevant instructions, procedures, and policies associated with Authorized Users’ access to Ursa Studio. Customer shall render all reasonable assistance requested by Ursa Health to assist it in preventing and identifying any unauthorized use of or access to Ursa Studio or any breach of this Agreement by Authorized Users. Customer shall be jointly and severally liable to Ursa Health for Administrators’ and Authorized Users’ compliance with this Agreement.

(d) Feedback. Customer, from time to time, may submit Feedback to Ursa. Customer grants to Ursa 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. Compliance with Applicable Laws Confidentiality

(a) Compliance with Applicable Laws. The Parties and their employees and agents, shall at all times comply with all applicable federal and state laws regarding the confidentiality, privacy, and security of personal data, including Protected Health Information, as defined by the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder. Ursa Health and Customer shall comply with the terms of the Business Associate Agreement attached as Schedule C to the Cover Sheet.

(b) 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. Limited Warranties and Disclaimer

(a) Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

(i) it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;

(ii) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement;

(iii) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and

(iv) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

(b) Ursa Health. Ursa Health represents, warrants and covenants that:

(i) Ursa Studio will include the functionality as provided in the Documentation and is regularly scanned using commercially available virus scanning programs designed to detect viruses and malware; and

(ii) Services shall be performed in a professional and workmanlike manner.

In the event of a breach of the foregoing warranties, Customer’s sole and exclusive remedy and Ursa Health’s sole and exclusive liability shall be for Ursa Health to, at no additional charge to Customer (1) with respect to Ursa Studio, either repair or replace Ursa Studio with a conforming solution or (2) with respect to the Services, either repair or reperform the Services so that they are conforming.

(c) Disclaimer. OTHER THAN THE FOREGOING WARRANTIES, 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. URSA HEALTH DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF URSA STUDIO, ANY RELATED SERVICES, OR DOCUMENTATION PROVIDED PURSUANT TO THIS AGREEMENT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, SECURITY, OR OTHERWISE. URSA HEALTH DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, FAULT-TOLERANT, OR ERROR-FREE. WITHOUT LIMITING THE FOREGOING, URSA HEALTH SPECIFICALLY DISCLAIMS ALL WARRANTIES NOT STATED HEREIN AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, URSA HEALTH DOES NOT ASSUME ANY RESPONSIBILITY FOR ACTIONS OF CUSTOMER OR AUTHORIZED USERS WHICH MAY RESULT IN ANY LIABILITY OR DAMAGES DUE TO FAILURE TO WARN, MEDICAL NEGLIGENCE, OR ANY OTHER SIMILAR BASIS. CUSTOMER IS RESPONSIBLE FOR ALL OF ITS ACTIVITIES IN PROVIDING MEDICAL CARE, USE OF URSA STUDIO, AND COMPLIANCE WITH ITS OWN INTERNAL POLICIES AND PROCEDURES. 

(d) Customer Acknowledgement. Customer acknowledges that Ursa Studio and any associated services are not standalone clinical decision tools. Analyses and other results produced by Ursa Studio and any related services are not intended to be medical advice or instructions for medical diagnosis, treatment or care of persons and are designed to be used in conjunction with other processes and procedures provided by Customer to provide care to patients under the supervision of physicians, nurses, and other appropriate healthcare professionals. Ursa Studio is intended as a reference and a supplement to, and not a substitute for, the knowledge, expertise, skill and judgment of physicians, nurses, and other appropriate healthcare professionals and should not be used to diagnose treat, cure or prevent disease without supervision of physicians, nurses, and other appropriate healthcare professionals and under no circumstances represent Ursa Health’s recommendations.

9. Limitations Of Liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 10 AND 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 SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING OR SUCH DAMAGES WERE REASONABLY FORESEEABLE. 

(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 10 AND 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), EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED 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 SUCH PARTY AND ANY AFFILIATED PARTIES.

(c) FOR THE AVOIDANCE OF DOUBT, THE FOREGOING LIMITATIONS SHALL NOT LIMIT CUSTOMER’S OBLIGATION TO MAKE PAYMENT OF UNDISPUTED FEES PAYABLE TO URSA HEALTH.

(d)  THE FOREGOING LIMITATIONS OF LIABILITY 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.

10. Indemnification

(a)  Ursa Health Indemnification. Ursa Health shall defend Customer and Customer’s officers, directors, and employees (each, a “Customer Indemnitee”) from and against third-party claims, suits or actions (each, a “Claim”) which contend that Ursa Studio, or Customer’s use of Ursa Studio in accordance with this Agreement and the Documentation, infringes a third-party’s validly issued US patents, copyrights or trademarks or misappropriates a third-party’s trade secrets and Ursa Health shall pay all damages finally awarded by a court of competent jurisdiction or agreed to by Ursa Health in settlement of such Claims. The foregoing obligation does not apply to any Claims arising out of or relating to any:

(i) access to or use of Ursa Studio in combination with any hardware, system, software, network or other materials or service to the extent the Claim would not have arisen absent such combination;

(ii) modification of Ursa Studio other than by or on behalf of Ursa Health, or with Ursa Health’s written approval in accordance with written Documentation to the extent the Claim would not have arisen absent such modification;

(iii) any use of Ursa Studio in violation of this Agreement or not in accordance with the Documentation to the extent the Claim would not have arisen absent such misuse;

(iv) Customer Information;

(v) third-party materials, including without limitation third-party reference materials, Data Models, and open source software;

(vi) an allegation that does not state with specificity that Ursa Studio is the basis of the Claim;

(vii) for which Customer settles or makes any admissions with respect to a claim without Ursa Health’s prior written consent;

(viii) an allegation made against Customer prior to Customer entering into this Agreement or any allegation based upon any action by Customer prior to entering into this Agreement; or

(ix) failure to timely implement any Upgrades made available to Customer by or on behalf of Ursa Health to the extent the Claim would not have arisen absent such failure.

(b) Customer Indemnification. Customer shall defend Ursa Health and Ursa Health’s officers, directors, and employees (each, an “Ursa Health Indemnitee”) from and against any and Claims brought against an Ursa Health Indemnitee and Customer shall pay all damages finally awarded by a court of competent jurisdiction or agreed to by Ursa Health in settlement of such Claims, to the extent that such Claims arise out of or relate to:

(i) property damage, death, or personal injury attributable to, and proximately caused by, Customer’s use of Ursa Studio;

(ii) Customer Information;

(iii) Customer’s use of Ursa Studio other than in accordance with the Documentation and this Agreement, including without limitation any use of Ursa Studio contrary to Section 8(c);

(iv) Customer’s modification of Ursa Studio or combination of Ursa Studio with a product or service that infringes a third-party’s patent, copyright, or trade secrets, to the extent such Claim would not have arisen but for such modification or combination (and except to the extent the Claim arises from Customer’s actions taken at Ursa Health’s written instructions); or

(v) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer or any third-party on behalf of Customer in connection with this Agreement.

(c) Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified, as the case may be. The Party seeking indemnification (the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Claim and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section will not relieve the Indemnitor of its obligations under this Section except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Neither Party shall be responsible for or bound by any settlement that it does not approve in writing.

(d) Mitigation. If all or a portion of Ursa Studio is, or in Ursa Health’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any Authorized User’s use of Ursa Studio is enjoined or threatened to be enjoined, Ursa Health shall, at its option and sole cost and expense (i) procure the rights necessary for Customer to continue to use Ursa Studio, or applicable components thereof, as contemplated by this Agreement or (ii) modify or replace Ursa Studio, in whole or in part, to seek to make Ursa Studio (as so modified or replaced) non-infringing, while providing equivalent features and functionality, in which case such modifications or replacements will constitute Ursa Studio, as applicable, under this Agreement. If Ursa Health, in its sole discretion, determines that neither of these options is commercially feasible, either party may terminate this Agreement and Ursa Health will refund to Customer any recurring Fees prepaid by Customer for Ursa Studio for the unexpired remainder of the Subscription Term following the termination date. THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND URSA HEALTH’S SOLE AND EXCLUSIVE LIABILITY FOR ANY CLAIM OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT, VIOLATION OR MISAPPROPRIATION IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT.

11. Dispute Resolution; Arbitration

(a) Initial Dispute Resolution. The Parties shall attempt to resolve any disputes that arise between them through the respective management-level counterparts. If they are unable to resolve a dispute following reasonable efforts, either Party may submit a written notice of dispute to the other. Within fifteen (15) days after receipt by the other Party of such notice, then the dispute shall be escalated to an officer of each of the Parties for review and resolution. The Parties agree to continue performing their respective obligations while the dispute is being resolved unless and until such obligations are terminated in accordance with the provisions of this Agreement. If the dispute is not resolved by the Parties’ officers within thirty (30) days after their receipt of notice of the dispute, each Party shall have the right to initiate alternate dispute resolution processes pursuant to this Agreement.

(b) Arbitration. All claims, disputes and other matters in question between the Parties arising out of, or relating to this Agreement, shall be decided by binding arbitration in accordance with the Federal Arbitration Act (9 U.S.C. §§ 10 and 11, as amended) (“FAA”). The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim referred to arbitration shall be decided in accordance with the law of State of Tennessee and held in Nashville, Tennessee. The Parties agree to jointly pay all applicable arbitration costs. The prevailing Party may recover against the other Party its costs and attorneys’ fees, if any. The arbitrator shall issue an award in writing and state the essential findings and conclusions on which the award is based. To the fullest extent permitted by applicable law, by signing this Agreement, the Parties both waive the right to have any disputes or claims tried before a judge or jury.

(c) Exclusions from Agreement to Arbitrate. This provision on arbitration does not apply to or cover claims for which arbitration is unavailable. In addition, this provision on arbitration does not prevent either Party from seeking temporary injunctive relief as permitted. This agreement to arbitrate and any other agreement or consent to arbitrate entered into will be specifically enforceable under the prevailing law of any court having jurisdiction. Unless agreed otherwise, the Parties, the Parties’ attorneys and the arbitrators shall treat the arbitration, any disclosures made during the arbitration and the decision of the arbitrators as confidential, except to the extent necessary in connection with a judicial challenge to, or enforcement of an award, or as otherwise required by law.

(d) Notice. Notice of the demand for arbitration will be provided in writing with the other Party to this Agreement. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations.

(e) Damages; Awards. The Parties agree that each may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may award compensatory, injunctive or other relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim. Further, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. No arbitration arising out of, or relating to, this Agreement shall include by consolidation, joinder or in any other manner any other person or entity who is not a Party to this contract unless the inclusion of such other person or entity is necessary if complete relief is to be afforded among those who are already Parties to the arbitration, and/or such other person or entity is substantially involved in a question of law or fact which is common to those who are already Parties to the arbitration and which will arise in such proceedings. The award rendered by the arbitrators will be final, judgment may be entered upon it in any court having jurisdiction thereof, and will not be subject to modification or appeal except to the extent permitted by the FAA.

12. Independent Contractors

Ursa Health is an independent contractor and neither it nor its employees or agents shall be considered to be an employee, agent, partner, or representative of Customer for any purpose. Neither Customer nor its employees or agents shall be considered to be employees, agents, partners or representatives of Ursa Health for any purpose. Neither Party has the authority to bind the other Party.

13. Non-Solicitation 

Customer agrees that during the 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.

14. 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. To the maximum extent permitted by applicable law, this Agreement, together with the NDA and the other documents referenced herein and all Schedules and Statements of Work entered into hereunder, 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 representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to entering into the Agreement, except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into the Agreement (unless such untrue statement was made fraudulently) and that party’s only remedy in respect of any untrue statement shall be for breach of contract as provided in 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. Customer acknowledges and agrees that its agreement is not contingent upon the delivery of any future functionality or features not specified herein or dependent upon any oral or written, public or private comments made by Ursa Health with respect to future functionality or features for Ursa Studio.

(d) Publicity. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other Party’s trademarks, services marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed, provided that Ursa Health may include on its website and promotional materials that this relationship with Customer exists, the type of services and products provided to Customer, and the fact that Customer is a customer of Ursa Health.

(e) Survival. The provisions of Sections 1, 4(c), 5, 6, 8(c) and 8(d) and 9 through 14 and any other provisions in this Agreement that are expressly stated to survive, shall survive the expiration or termination of this Agreement for any reason.

(f) No Third-Party Beneficiaries. 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.

(g) Headings. The headings used in this Agreement have been inserted for convenience and do not constitute provisions to be construed or interpreted in connection with this Agreement.

(h) Precedence. No Cover Sheet, Exhibit, Schedule, or other addenda shall supersede these Terms and Conditions unless there is an express reference to the specific Section herein to be superseded in writing and signed by both Parties. If there is a conflict between or among the documents comprising the Agreement, the following order of precedence will apply (documents listed in descending order of priority): (i) the Business Associate Agreement; (ii) the NDA, (iii) these Terms and Conditions, (iv) Exhibits and Schedules, provided that no order of precedence shall be applied among those documents, and (v) any other documents attached to this Agreement or incorporated by reference. 

(i) Waiver. 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.

(j) Severability. 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.

(k) 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.

(l) 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. FOR ANY CLAIM WHICH IS NOT SUBJECT TO THE DISPUTE RESOLUTION PROVISIONS OF SECTION 11, 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, TENNESSEE.

(m) No Debarment. Neither Ursa Health nor any of its current officers, directors, or employees working on Customer’s account are currently excluded, debarred, or otherwise ineligible to participate in federal healthcare programs as defined in 42 USC § 1320a-7b(f).

(n) Access to Books and Records. If this Agreement is for the provision of services with a value of $10,000 or more within a 12-month period, then until the expiration of four years after the furnishing of any services pursuant to this Agreement, Ursa Health shall make available, upon written request from the Secretary of the United States Department of Health and Human Services or from the United States Comptroller General, or any of their duly authorized representatives, this Agreement and such books, documents and records of Ursa Health as are necessary to certify the nature and the extent of the reasonable cost of services to the Customer. If Ursa Health enters into an agreement with any related organization to provide services pursuant to this Agreement with a value of $10,000 or more within a 12-month period, such subcontract shall contain a clause to the effect that until the expiration of four years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request by the Secretary, or upon request by the Comptroller General, or any of their duly authorized representatives, the subcontract, and books, documents and records of such organization that are necessary to verify the nature and extent of such costs. This paragraph shall be of force and effect only to the extent required by 42 U.S.C. § 1395x(v)(1)(I).

(o) Export Control; Anti-Bribery. In its use of Ursa Studio, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, and (ii) Customer will not (and will not permit any of its Users to) access or use Ursa Studio in violation of any U.S. export embargo, prohibition or restriction. Both parties represent and warrant that it has not and shall not at any time during the term of this Agreement pay, give, or offer or promise to pay or give, any money or any other thing of value, directly or indirectly, to or for the benefit of: (i) any government official, political party, or candidate for political office; or (ii) any other person, firm, corporation or other entity, with knowledge that some or all of that money or other thing of value will be paid, given, offered or promised to a government official, political party or candidate for political office, for the purpose of obtaining or retaining any business, or to obtain any other unfair advantage, in connection with this Agreement.

(p) 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.

Want to talk?

We’d love to hear about your ideas for innovating in your organization and see if we can help ease you past your pain points.

This website stores cookies on your computer. These cookies are used to collect information about how you interact with our website and allow us to remember you. We use this information in order to improve and customize your browsing experience and for analytics and metrics about our visitors both on this website and other media. To find out more about the cookies we use, see our Privacy Policy, Privacy Notice for CA Residents and/or Website Cookie Policy as it may apply to your region.