Services Agreement

By electronically selecting ‘Accept,’ you agree to enter into this Services Agreement (“This Agreement”) with Health Outcomes Sciences, Inc. (“HOS”), a Delaware corporation having it current principal place of business at 7415 W 130th Street, Suite 100, Overland Park, Kansas 66213. If you are acting on behalf of an entity, you represent that you have the authority to bind such entity to This Agreement. The effective date of This Agreement is the date on which you electronically select ‘Accept’ from the HOS web page at which This Agreement is posted.

If you do not agree to enter into This Agreement, and to be bound by all the terms, conditions and provisions hereunder, without exception, do not select ‘Accept.’

This Agreement covers the web-based services (“The Services”) specified in the electronic or written subscription order (“The Order”) between the parties. The Services allow you (“The Subscriber”) to perform predictive risk scoring for individual patients. The Services are made available through the HOS ePRISM® platform and are made accessible via a website or IP address designated by HOS, or by other means, as applicable.

The Subscriber may not access or use The Services unless The Subscriber: (a) if an individual, is at least 18 years of age; (b) is not in any manner associated with a competitor of HOS; (c) shall not access or use The Services to monitor, compare or benchmark their availability or functionality, or for any purpose other than clinical decision support or research; (d) or any entity with which The Subscriber is affiliated, has not at any time breached a contract with HOS; (e) represents and warrants that all four of the afore-referenced statements are true; and (f) accepts and agrees to be bound by all the terms, conditions and provisions hereunder.

COVENANTS

  1. Entire Agreement. This Agreement, together with The Order (specifying, among other things: (a) the level of The Services, (b) the number and type of predictive models included in The Services, and (c) the applicable subscription fees); the Business Associate Agreement; any exhibits, if applicable; and all other materials, attached or expressly incorporated herein by reference, constitute the entire understanding of and between The Subscriber and HOS, and supersedes any and all prior and contemporaneous agreements or proposals, or any negotiations related to prior and contemporaneous agreements or proposals, whether oral or written. No terms, conditions or provisions other than those explicitly set forth in This Agreement are binding upon either party. In the event of any conflict between This Agreement and The Order, The Order prevails, but solely to the extent of the conflict.
  2. No Additional Terms. HOS rejects any and all additional or conflicting terms, conditions or provisions, regardless of origin, including, but in no way limited to, a purchase order, payment confirmation, vendor registration, corporate charter, or the like.
  3. No Inference of Medical Advice. The Services covered under This Agreement do not provide medical advice, nor may the provisioning of medical advice be inferred. Use of The Services is not a substitute for the professional judgment of healthcare providers in diagnosing and treating patients. The Subscriber assumes full and sole responsibility and liability for patient information and for all decisions or actions with respect to medical care and treatment, including without limitation, all errors, omissions and malpractice. Any use of The Services or reliance upon The Services by The Subscriber does not in any way alter or diminish that responsibility. The Subscriber assumes all risks associated with use of The Services for decisions or actions with respect to medical care and treatment. HOS does not assume any responsibility or liability for damage or injury, including death, to a patient or other person or property arising from access to or use of The Services.

Subscriptions

  1. Access and Use. HOS grants The Subscriber a non-exclusive, non-transferable right to access and use The Services in accordance with, and subject to, the terms, conditions and provisions hereunder. The Subscriber may not use The Services for purposes beyond its own internal operations. The Subscriber may allow employees, representatives, consultants, contractors or agents to access and use The Services, given each is authorized by and under proper supervision of The Subscriber, and each is supplied individual (i.e., unique) access credentials. The Subscriber bears full and sole responsibility for the conformance of such employees, representatives, consultants, contractors or agents to the terms, conditions and provisions hereunder.
  2. Limitations of Use. The Subscriber is permitted to use The Services solely on behalf of the NCDR participant (i.e., the hospital) named in The Order. Use of The Services on behalf of, or for the benefit of, any other NCDR participant, or any other third party, whether affiliated or not affiliated with The Subscriber, is expressly prohibited and deemed unauthorized. If HOS becomes aware The Subscriber has used The Services on behalf of, or for the benefit of, any NCDR participant other than the one named in The Order, or any other third party, whether affiliated or not affiliated with The Subscriber, for any period of time, even if only once, HOS will invoice The Subscriber for all associated fees, including the going subscription rate in effect at the time of the unauthorized use.
  3. Unauthorized Access. The Subscriber is solely responsible for any and all data entered to the ePRISM® web-based platform during use of The Services, and must use commercially reasonable efforts to prevent unauthorized access to The Services. The Subscriber must notify HOS promptly if it becomes aware of any such unauthorized access.
  4. Subscription Term. The initial subscription term is three months. The initial subscription term commences seven business days after The Order date, and expires the same day three calendar months later. Upon expiration of the initial subscription term, This Agreement automatically renews month to month, i.e., for successive renewal subscription terms of one month, unless notice of cancellation and non-renewal is made by The Subscriber (using the HOS online system or otherwise in writing to HOS, and received by HOS) at least 10 days in advance of the expiration date.
  5. Activation. Activation of The Services is made within seven business days after The Order date or upon receipt of valid and complete user information from The Subscriber, whichever is later. Said user information is required to establish individualized user accounts for login to The Services. Upon receipt of The Order, Subscriber is provided instruction on how to securely remit said user information to HOS.
  6. Cancellation. The Subscriber may cancel The Services any time after the initial subscription term (of three months). Notice of cancellation and non-renewal may be made using the HOS online system or otherwise in writing to HOS at the mailing address specified in Section 46. Cancellation will be effective and The Services will be deactivated upon expiration of the then-current initial or renewal subscription term, contingent upon notice of cancellation and non-renewal being received by HOS at least 10 days in advance. If notice of cancellation and non-renewal is not received by HOS at least 10 days in advance (i.e., if notice of cancellation and non-renewal is received by HOS less than 10 days in advance), cancellation will be effective and The Services will be deactivated upon expiration of the following renewal subscription term.
  7. Subscriber Restrictions and Responsibilities. The Subscriber may not directly or indirectly: (i) sell, resell, rent, lease, distribute, assign or otherwise purport to transfer a subscription to The Services; (ii) access or use The Services to store or transmit infringing, unsolicited marketing emails; libelous or otherwise unlawful or tortious material; or to store or transmit material in violation of third-party rights (including, and without limitation, any privacy rights); (iii) interfere with or disrupt the integrity or performance of The Services; or (iv) attempt to gain unauthorized access to The Services or any related systems or networks; (v) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of The Services; (vi) modify, copy, reproduce, display to third parties, translate or create derivative works based on The Services; (vii) access or use The Services for timesharing or service bureau purposes or otherwise for the benefit of any third party; (viii) publish or disclose to third parties any evaluation of The Services without the prior written consent of HOS; (ix) create any link to The Services, or frame or mirror any content contained on, within, or accessible from The Services, without the prior written consent of HOS; (x) assert, authorize, assist or encourage any third party to file a patent infringement or other intellectual property infringement claim against HOS or any of its affiliates, customers, vendors, business partners or licensors regarding The Services; and (xi) access or use The Services in any manner or form, or for any purpose other than as expressly permitted by This Agreement. Furthermore, The Subscriber agrees: (i) to abide by all local, state, national and international laws and regulations applicable to use of The Services, including, and without limitation, all laws regarding the transmission of communications and the collection of personal data by or through The Services; (ii) not to upload or distribute files that contain viruses, corrupted files or any software code that may damage the operation of The Services or any other computers or facilities; (iii) not to interfere with or disrupt networks or facilities used in providing The Services or that are connected to The Services; (iv) not to post, promote or transmit through The Services any material that is unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful or racially, ethnically or otherwise objectionable; (v) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; and (vi) not to interfere with use of The Services by other subscribers.
  8. Subscriber Communications. HOS neither endorses nor assumes any responsibility for the time, place, manner or content of communications by or from The Subscriber during use of The Services, nor communications generally related to the terms, conditions and provisions of This Agreement.
  9. Subscriber Data. All data entered by The Subscriber to the ePRISM® web-based platform during use of The Services remains the sole property of The Subscriber, subject to the terms, conditions and provisions of This Agreement. The Subscriber has sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all data entered by The Subscriber to the ePRISM® web-based platform during use of The Services. Except as permitted by This Agreement, HOS will not willfully edit or delete such data unless: (a) authorized by The Subscriber, (b) required to do so by law, or (c) it possesses the good faith belief that such action is necessary to (i) conform with applicable laws or comply with legal process served on HOS, (ii) protect and defend the rights or property of HOS, or (iii) enforce This Agreement. The Subscriber grants HOS the right to access, use and otherwise make available data entered by The Subscriber to the ePRISM® web-based platform for purposes of HOS performing its duties and obligations under This Agreement, including, but in no way limited to, the delivery of technical support, diagnostic troubleshooting, software defect remediation or instruction. HOS reserves the right, but has no obligations, to implement mechanisms for screening and monitoring data entered by The Subscriber to the ePRISM® web-based platform during use of The Services or content posted by The Subscriber to the ePRISM® web-based platform during use of The Services, and removing or modifying it, without notice, if in violation or breach of This Agreement. Once monthly, The Subscriber may request (using the HOS online system or otherwise in writing to HOS) an ASCII-delimited file of such data, to be delivered by HOS to The Subscriber by any secure electronic means of HOS preference and choosing.
  10. Aggregate Data. Within the bounds of HIPAA Privacy Standards, HOS may use all aggregate, non-identifiable data entered by The Subscriber to the ePRISM® web-based platform for purposes of enhancing The Services, providing technical support, and other business concerns.
  11. Subscriber Information. The Subscriber represents and warrants that all information provided by The Subscriber to HOS is true, correct and accurate. If The Subscriber learns that any information provided to HOS under This Agreement or during use of The Services is not true, correct or accurate, The Subscriber must immediately notify HOS (using the HOS online system or otherwise in writing to HOS), and must provide true, correct and accurate information, to the extent known and available.
  12. Computer and Other Equipment. The Subscriber is fully and solely responsible for obtaining and maintaining all computer hardware, software, communications equipment, facilities and other materials or services needed to access and use The Services, and for paying all third-party charges directly or indirectly incurred in conjunction with access and use of The Services, including but not limited to charges of Internet or telecommunications service providers.
  13. Subscriber Support. Basic email and telephone support is available through HOS during the initial subscription term and all renewal subscription terms, given The Subscriber is in good standing and not in default of any payment due HOS under This Agreement. HOS reserves the right to void such support if it becomes aware of unintended or improper use of The Services by The Subscriber, or if The Subscriber is in any way in violation or breach of This Agreement. HOS does not provide support for integrations between The Services and any third-party application(s), unless otherwise expressly agreed upon in writing between both parties. If HOS becomes aware that any matters addressed through its email and telephone support were due to unauthorized integrations between The Services and any third-application(s), The Subscriber must reimburse HOS for all costs incurred in providing such support, billable at the company’s then-current hourly time and materials rate.

Financial

  1. Currency. All subscription fees are referred to, and are payable by The Subscriber, exclusively in U.S. dollars.
  2. Automatic Payments. All subscription fees are due and payable in advance, at the start of the initial subscription term (of three months) and each renewal subscription term (of one month). Payments are processed automatically on the first day of a subscription term. The Subscriber must provide valid and current credit card information (MasterCard or Visa) as a condition of access and use of The Services, and The Subscriber authorizes HOS to use such credit card information to automatically collect payments upon the due date of subscription fees. HOS is not responsible for any third-party charges related to automatic payments, including, but in no way limited to, overdrawn account charges, excess limit charges, banking charges, finance charges or credit card transaction charges.
  3. Credit Card Information. The Subscriber agrees to maintain current and valid credit card information and billing contact information at all times, and to make any required changes or updates to such information (using the HOS online system or otherwise in writing to HOS). In the event the credit card information on record is invalid upon any payment due date, The Subscriber is charged a reprocessing fee of $35.00.
  4. Payment Obligations. The Subscriber is responsible for paying all subscription fees for the entire initial subscription term whether or not, and to whatever extent, The Services are actively used. The same is true for each renewal subscription term, unless notice of cancellation and non-renewal is made by The Subscriber at least 10 days in advance of the expiration date. Past due amounts are subject to a late fee of $25.00 per month and finance charges of 1.5% per month (compounded daily), or the maximum permitted by law, whichever is less, plus all reasonable costs and expenses incurred in collecting past due amounts.
  5. Refunds. All financial transactions between The Subscriber and HOS are final. HOS does not issue refunds after payments are received unless an error has occurred.
  6. Taxes. The Subscriber is responsible for payment of all taxes applicable to The Services covered under This Agreement, including, but in no way limited to, sales, use and VAT taxes, as well as all applicable customs duties, tariffs or the like. Subscription fees for The Services covered under This Agreement are exclusive of any and all such taxes.
  7. Subscription Fee Changes. All fees are subject to change at any time, given 30 days advance notice by HOS to The Subscriber. The Subscriber is responsible for paying the new fees upon the next payment date (i.e., at the start of the next renewal subscription term), unless notice of cancellation and non-renewal is made by The Subscriber (using the HOS online system or otherwise in writing to HOS, and received by HOS) at least 10 days in advance.
  8. Billing Errors. If a billing error has occurred, or is presumed to have occurred, The Subscriber must send notice to HOS in writing, to the attention of the Accounting Department, received no later than 60 days after the first payment date to which the billing error is presumed to apply. If such notice is not received within this time frame, The Subscriber waives any right to an adjustment or credit.
  9. Suspension or Restriction for Non-Compliance. HOS, in its sole discretion, may suspend or otherwise restrict access to or use of The Services, immediately and with no obligation to provide advance notice, if it in good faith believes The Subscriber has failed to comply with any provision of This Agreement. Subscription fees paid in advance of any period of suspension or restriction are non-refundable. The Subscriber reserves the right to request, in writing to HOS, an explanation for the suspension or restriction, and also to request restoration of The Services. If HOS finds the suspension or restriction to be just, and The Subscriber is able to cure the matter(s) of non-compliance, HOS will restore The Services following its acceptance of such cure. HOS reserves the right to impose fees upon The Subscriber to restore The Services, and to wait to restore The Services until such fees are remitted in full by The Subscriber. If HOS finds the suspension or restriction to be unjust, it will restore The Services to The Subscriber and will extend the subscription term, at no charge to The Subscriber, by the number of days The Services were suspended or restricted. Otherwise, the suspension or restriction will remain in force, and The Subscriber may cancel The Services in accordance with Section 46 of This Agreement.

Termination

  1. Termination for Material Breach or Default. Either party may terminate This Agreement if it in good faith believes the other party has materially breached This Agreement or has materially defaulted on any duties or obligations under This Agreement and no satisfactory cure is enacted within 30 days of written notice to the other party.
  2. Termination Upon Non-Renewal. This Agreement will be terminated in the event The Subscriber cancels The Services in accordance with Section 46 of This Agreement.
  3. Consequence of Termination. In the event This Agreement is terminated for any reasons specified in Sections 26 or 27 of This Agreement, HOS and The Subscriber will immediately cease all activities specifically related to This Agreement. The Subscriber remains obligated to render any and all payments due HOS, i.e., accrued prior to and until the date of termination.
  4. Data Retention. If The Services covered under This Agreement permit the creation and saving of records, HOS will retain data entered by The Subscriber to the ePRISM® web-based platform for a period of 30 days after termination of This Agreement. HOS will provide The Subscriber an ASCII-delimited file of such data upon written request within that period. HOS has no obligation to retain data entered by The Subscriber to the ePRISM® web-based platform for any period longer than 30 days after termination of This Agreement.

General

  1. No Rights Granted. The Services covered under This Agreement are solely for internal use. This Agreement does not constitute a grant of, nor an intention or commitment to grant, any right, title or interest in The Services, or any intellectual property of HOS, to The Subscriber. The Subscriber may not sell, transfer or permit access to any portion of The Services to any third party, or use The Services in any manner to produce, market or support its own software products. The Subscriber will clearly identify The Services as the property of HOS, and will not hide or obscure any identifying marks, including, but in no way limited to, the name, logo, web address, phone or email of HOS or the ePRISM® web-based platform. The HOS name, the HOS logo, and the product names associated with The Services, including, but in no way limited to, ePRISM®, are trademarks of HOS or third parties, and This Agreement does not constitute a grant of, nor an intention or commitment to grant, any right, title or interest in, or license to, such trademarks.
  2. Copyright and Ownership. The Services covered under This Agreement, including any and all applicable patents, trademarks, source code, underlying ideas, algorithms, concepts, processes, procedures, principles, data, designs, technical information and methods of operation, as well as all documentation and other associated materials pertaining to The Services, are proprietary to, and the intellectual property of, HOS. HOS maintains sole and exclusive legal interest in, ownership of and title to said intellectual property. Said intellectual property contains trade secrets which are confidential and protected by copyright. No right related to said intellectual property shall be construed to be transferred or otherwise granted to The Subscriber by HOS under any circumstance. Further, HOS maintains sole and exclusive legal interest in, ownership of and title to any suggestions, ideas, enhancement requests, recommendations or other information provided by The Subscriber to HOS, to other subscribers or to any third parties as relate to The Services (collectively, “Feedback”), whether or not a valid subscription to The Services was in force at the time the Feedback was conveyed. The Subscriber represents and warrants that such Feedback does not contain confidential or proprietary information. The Subscriber assigns, and agrees to assign, to HOS any and all interest in, ownership of and title to, including any and all related intellectual property rights, to the Feedback, and any modifications to, or derivative works of, The Services. Further, the Subscriber grants HOS an irrevocable, unlimited, royalty-free license to use the Feedback for any business purpose.
  3. Assignments. HOS may, at its sole discretion, and without prior consent of or notice to The Subscriber, assign This Agreement to any parent, subsidiary or affiliate and to any successor, whether by merger, reorganization or sale of substantially all its ownership interests or assets, or other change of control transaction. Additionally, HOS may, at its sole discretion, and without prior consent of or notice to The Subscriber, subcontract or otherwise delegate any or all of its duties and obligations hereunder, but nevertheless remains responsible for the performance of its obligations. This Agreement is binding upon any successor of The Subscriber, whether by merger, reorganization or sale of substantially all its ownership interests or assets, or other change of control transaction, should any such event become effective during the initial subscription term or any renewal subscription term. The Subscriber may not under any other circumstance assign or transfer any rights, duties or obligations under This Agreement to another party, whether voluntarily or by operation of law, without express and prior written consent of HOS; any such assignment will be null and void.
  4. Relationship of the Parties. No terms, conditions or provisions of This Agreement are intended to create, nor may be deemed or construed to create, any relationship between HOS and The Subscriber other than that of independent contractors. This Agreement may not, under any circumstance, be interpreted as an employment agreement, joint venture agreement, equity agreement, partnership agreement or the like. Neither party has the right or authority to bind the other party to any obligation, promise or guarantee made to a third party.
  5. Governing Law & Venue. This Agreement is made under, governed and construed in all respects in accordance with the laws of the State of Kansas, including its validity, interpretation and effect, without regard to conflict of laws principles. The State of Kansas is also the sole and exclusive venue to resolve any disputes arising hereunder, and both parties irrevocably consent and submit to the exclusive jurisdiction of the state and federal courts thereof. The Subscriber waives any claim that such venue is inconvenient. Any cause of action arising out of or related to This Agreement must be brought within one year of the mitigating event; otherwise, such cause of action is permanently barred.
  6. Enforceability. If any term, condition or provision of This Agreement is, or becomes, invalid or unenforceable, all other terms, conditions and provisions remain in full force and effect.
  7. No Waiver. No failure to exercise or enforce any right or provision of This Agreement, nor any waiver of any default or breach of This Agreement by either party constitute, or may be implied as, a waiver of any other default or breach of This Agreement by either party, whether of a similar nature or otherwise.
  8. Agreement Modifications. HOS reserves the right to make modifications to the terms, conditions and provisions of This Agreement, or policies relating to The Services, at any time, effective immediately upon posting an updated version of This Agreement on The Services or the HOS web page at which This Agreement is posted. Continued use of The Services after any such modifications constitute consent of The Subscriber to such modifications.
  9. Force Majeure. Neither party is liable for damages under This Agreement, is in default or breach of This Agreement, or has the right to terminate This Agreement for a failure or delay in meeting its duties or obligations under This Agreement (other than payment obligations) to the extent such failure or delay is caused solely by an event or circumstance beyond its reasonable control, without its fault or negligence, including, but in no way limited to, acts of God, war, terrorism or the public enemy; acts of government in its sovereign or contractual capacity; natural disasters (e.g., earthquakes, hurricanes, fires, floods); civil commotion, strikes or labor disputes; epidemics; third-party Internet service interruptions or slowdowns; vandalism or hacker attacks; or the like.
  10. Indemnification. The Subscriber must indemnify, hold harmless and defend HOS, its affiliates, employees, officers, directors, agents, licensors and successors, and their respective affiliates, employees, officers, directors, agents, licensors and successors, from and against any third-party claim, demand, loss, damage, judgment or settlement (not to exclude any and all associated costs, expenses, attorney fees and court fees) directly or indirectly resulting from: (a) access to or use of The Services covered under This Agreement, or violation of any regulatory or statutory provisions associated with access to or use of The Services covered under This Agreement, (b) the material breach of any of the terms, conditions or provisions of This Agreement, or (c) negligent or intentional acts or omissions as relate to any of the terms, conditions or provisions of This Agreement.
  11. Limitation of Liability. HOS is not liable for any incidental or consequential claim, demand, loss, damage, judgment or settlement upon The Subscriber, or any third party, directly or indirectly arising out of, resulting from, or associated with, access to or use of The Services covered under This Agreement, or by the performance or conduct of HOS under This Agreement, whether based on contract, tort or any other legal theory, including without limitation, costs of delays, loss of data, loss of information, loss of revenue, or loss of profits, even if advised in advance of such possibilities. Under no circumstances does the liability of HOS exceed the subscription fees paid by The Subscriber during the initial subscription term (of three months) or any renewal subscription term (of one month) during which the mitigating event occurred, i.e., the mitigating event which gave rise to such claim, demand, loss, damage, judgment or settlement.
  12. Mutual Warranties. Both HOS and The Subscriber represent and warrant: (a) it has the legal right, power and authority to enter into This Agreement and to perform all of its duties and obligations under This Agreement, and (b) by entering into This Agreement, it does not violate any agreement with a third party.
  13. Disclaimers. HOS makes no representations, warranties or guarantees as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of The Services or any content. HOS makes no representations, warranties or guarantees that access to or use of The Services will: (a) be timely or uninterrupted; (b) operate in combination with any other hardware, software, systems or data; (c) meet requirements or expectations of The Subscriber, (d) be error-free, or that all errors or defects The Subscriber encounters, becomes aware of, or reports will be corrected. The Services are provided to The Subscriber on an “as is” basis. All representations, warranties and guarantees, whether express, implied, statutory or otherwise, including and without limitation, representations, warranties and guarantees of merchantability, fitness for a particular purpose, or non-infringement of third-party rights, are hereby disclaimed by HOS to the maximum extent permitted by applicable law. No advice, information, action or inaction from or by HOS or any other source creates a warranty or guarantee not expressly stated in This Agreement. Furthermore, HOS makes no representations, warranties or guarantees The Services will be free of limitations, interruptions, outages, delays or other problems inherent to the Internet and electronic communications; and HOS is not liable for any loss, damage, inconvenience or other consequence of such limitations, interruptions, outages, delays or other problems. While HOS takes reasonable physical, technical and administrative measures to secure The Services and protect data entered to the ePRISM® web-based platform during use of The Services, HOS makes no representations, warranties or guarantees that The Services cannot or will not be compromised. Accordingly, HOS cannot and does not guarantee the privacy, security or integrity of any data transmitted through The Services; and HOS is not liable for the deletion, correction, destruction, damage or loss of data or any other loss, damage, inconvenience or consequence that may occur if The Services are compromised.
  14. Confidential Information. Each party acknowledges certain confidential information of or about the other party will be disclosed, directly or indirectly, as a result of the relationship stemming from This Agreement, either by written or verbal communication, or by inspection or observation of tangible items. Such confidential information may include, but is in no way limited to, information regarding trade secrets, products, services, finances, marketing programs, business plans, prices, policies, procedures, research, technology, designs, patients, employees, contractors, customers or vendors. Each party agrees to use such confidential information solely to meet its respective duties and obligations under This Agreement,
    and to make such confidential information available to its employees and contractors exclusively on a need-to-know basis. Neither party will, without express and prior written consent of the other party, use such confidential information for purposes other than to meet its respective duties and obligations under This Agreement, and will take all reasonable precautions to prevent unauthorized use or disclosure of such confidential information. Both parties agree to protect and maintain such confidential information with at least the same degree of care used to protect and maintain its own confidential information, but no less than a reasonable degree of care under the circumstance. Such confidential information does not include that which is: (a) in the public domain, (b) rightfully obtained from a third party, without limitation, (c) known to one party prior to receiving it from the other party, or independently developed by such party, and/or (d) disclosed pursuant to the order or requirement of a court, administrative agency or other government entity, provided the party that disclosed such confidential information pursuant to such order or requirement gives prompt notice to the other party to allow such other party to contest such order or requirement.
  15. Publicity. HOS may use The Subscriber name in a list of customers, and may refer to the Subscriber as a user of The Services in its sales and marketing activities. Any press release or other public comments about This Agreement or use of The Services may be issued only upon mutual agreement and prior written consent of both parties, and approval of final content by both parties.
  16. Survival. All terms, conditions and provisions of This Agreement survive its termination, expiration or non-renewal to the fullest extent a party is able to assert its rights under This Agreement and receive the intended protections.
  17. Notices. Unless otherwise specified, all notices from The Subscriber to HOS regarding This Agreement or required under This Agreement must be sent in writing to the mailing address below, either by USPS Certified Mail, with return receipt requested, or by comparable courier service, such as FedEx or UPS, with electronic tracking as well as recipient signature required. Any notice delivered by facsimile or email will be considered compliant with this provision only if the sender (i.e., The Subscriber) receives a formal reply from HOS, by facsimile or email, respectively, acknowledging full and complete receipt of such notice and all attachments thereto. Notwithstanding the foregoing, HOS may provide The Subscriber notices, including, but in no way limited to, those regarding changes to This Agreement, through postings on The Services; any such notices are deemed received by The Subscriber immediately on the day and time such postings first display on The Services. Likewise, and notwithstanding the foregoing, HOS may provide The Subscriber notices, including, but in no way limited to, those regarding changes to This Agreement, by email (to the then-current email address on file); any such notices are deemed received by The Subscriber on the day and time day such email is sent.

Mailing Address:

Health Outcomes Sciences, Inc.
Attn: Chief Financial Officer
Accounting and Contracts Department
7415 W 130th Street, Suite 100
Overland Park, KS 66213