TERMS AND CONDITIONS

These Terms and Conditions (the “Terms and Conditions”) dated December 21, 2017 (the “Effective Date”) govern the use of the following online services (each, a “Licensed Solution”) by individuals and companies that purchased the Licensed Solution through the online store of AIS Health, a division of Managed Markets Insight and Technology, LLC (“MMIT”) or its predecessor in interest, Atlantic Information Services, Inc. (“AIS”), or by order faxed to AIS Health or AIS: AIS’s Directory of Health Plans.

Please read these Terms and Conditions carefully. By using any Licensed Solution more than ten calendar (10) days after the Effective Date, you accept all the provisions of these Terms and Conditions on behalf of yourself and any entity or individual you represent (collectively “Client”) in place of the License Agreements previously posted by AIS Health and AIS. If Client does not agree with these Terms and Conditions, do not continue to use any Licensed Solution.

1. Permitted Uses
1.1. MMIT grants to Client the limited right, through Client’s Authorized Users (as defined below), to use the Licensed Solutions, in each case during the relevant subscription period Client has purchased and for the following purposes (each, a “Permitted Use”): reproduce, print and store unlimited copies of each of content of the Licensed Solutions (in whole or part), in each case for Client’s internal business purposes, and not for external distribution, provided, that all copies retain the copyright notice supplied with the original, and provided that the raw data cannot be accessed or manipulated by any person or entity other than an Authorized User.
1.2. “Authorized User” means a Client employee who is obligated to Client by agreement or otherwise to maintain the confidentiality of the Licensed Solutions and their contents or data, and to use the same only for the Permitted Uses. Unless MMIT has agreed otherwise, the number of Authorized Users of each Licensed Solution is limited to two (25) Authorized Users.

2. Restrictions
2.1. Except as expressly permitted by the Permitted Use, Client will not: (i) modify, copy, adapt, translate, rent, publish, lease, loan, resell, network or distribute the Licensed Solutions or create derivative works based upon the Licensed Solutions; (ii) use the Licensed Solutions for an activity that violates any law or regulation, or the rights of any third party; (iii) print or publish information derived from the Licensed Solution; (iv) provide any third party access in whole or in part to the Licensed Solution, including any affiliated, parent, division or subsidiary organizations or employees, whether wholly or partially owned or affiliated; (v) use any data contained in the Licensed Solutions for viewing or presentation purposes to any third party; (vi) distribute or sell any viewing or presentation software designed to access the information in the Licensed Solutions; or (vii) otherwise use the Licensed Solutions for any purpose not explicitly authorized by MMIT in writing.
2.2. Without limiting the foregoing, Client will grant access to the Licensed Solutions and data only to Authorized Users. Nothing will convey to Client any right in the Licensed Solutions other than those rights expressly granted. All worldwide intellectual property rights that are embodied in, related to, or represented by the Licensed Solutions are, and will be, the sole and exclusive property of MMIT.
2.3. MMIT has provided or will provide Client with the log-in IDs, passwords and/or authorization keys (collectively, the “Log-Ins”), if any, Client requires to use the Licensed Solutions. As a material inducement for MMIT to issue Client the Log-Ins and other materials as contemplated by this Section 2.3, Client will be solely responsible for safeguarding the Log-Ins and otherwise complying with the password and security procedures MMIT establishes from time to time. Client will promptly notify MMIT if it learns of any information suggesting that the security of its Log-Ins or the security procedures have been compromised.
2.4. Nothing will convey to Client any right in a License Solution other than those rights expressly granted. All worldwide intellectual property rights that are embodied in, related to, or represented by the Licensed Solutions are, and will be, the sole and exclusive property of AIS.

3. Representations
MMIT represents and warrants it will apply a commercially reasonable skill, care and diligent supervision necessary in providing Licensed Solutions to Client. Each of MMIT and Client represents and warrants to the other that (a) it has the legal capacity and corporate right, power and authority to enter into, deliver and fully perform these Terms and Conditions; and (b) its performance of these Terms and Conditions will not cause a violation or breach of any contract, agreement, order, judgment, or decree to which it is bound.

4. Disclaimers
4.1. EXCEPT AS EXPRESSLY PROVIDED BY SECTION 3 OF THESE TERMS AND CONDITIONS, THE LICENSED SOLUTIONS ARE PROVIDED “AS IS,” AND MMIT MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOLUTIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, AND DISCLAIMS ANY LIABILITY IN CONNECTION WITH ANY SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTY OF NON-INFRINGEMENT, OR ANY WARRANTY THAT THE LICENSED SOLUTIONS WILL BE ERROR-FREE OR UNINTERRUPTED. ANY LICENSED SOLUTIONS WILL REFLECT MMIT’S JUDGMENT, KNOWLEDGE AND EXPERTISE, BUT MMIT DISCLAIMS ANY REPRESENTATION, WARRANTY, PROMISE OR GUARANTEE AS TO THE OUTCOME OF ANY ACTION BY MMIT OR CLIENT BASED ON THE LICENSED SOLUTIONS OR OTHERWISE.
4.2. Client acknowledges that (i) MMIT’s relationship with, and ability to obtain information from, any or all of its sources may change without prior notice to MMIT; and (ii) the Licensed Solution may shift over time due to changes in the policies of MMIT’s sources, changes in laws and regulations and other factors. MMIT does not guarantee collection of any particular data element, including data that may have been included in earlier versions of the Licensed Solutions.
4.3. IN NO EVENT WILL EITHER PARTY OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY UNDER ANY THEORY OF LIABILITY, HOWEVER ARISING, FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THESE TERMS AND CONDITIONS INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THESE TERMS AND CONDITIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS WILL NOT EXCEED AN AMOUNT EQUAL TO THE LICENSE FEES PAID (OR, IN THE CASE OF CLIENT, PAYABLE) HEREUNDER TO MMIT. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS SECTION 4.3 WILL NOT APPLY TO (i) A BREACH OF CLIENT’S OBLIGATIONS UNDER SECTION 2; OR (ii) AMOUNTS PAID OR PAYABLE IN CONNECTION WITH A CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS AND CONDITIONS.

5. Indemnification
5.1. Client will indemnify and defend MMIT from and against any and all third party claims, demands, suits and proceedings (each, a “Claim”), and all related damages, liabilities, costs and expenses (including court costs and reasonable attorneys’ fees) arising from or relating to (a) the use, analysis, processing or publication by Client or any partner, employee, agent or contractor of Client of data or data derived from a Licensed Solution; (b) any allegation that the Licensed Solution was modified or altered by Client, its partners, employees, agents or contractors and as a result infringes the patent, copyright or other intellectual property right, or misappropriates the trade secrets, of any third party; or (c) any breach by Client of Section 2 of these Terms and Conditions.
5.2. MMIT will provide Client with timely written notice regarding the Claim such that the timing of the notice does not prejudice Client’s ability to defend or settle the Claim, and at Client’s request and expense will cooperate with Client to facilitate the defense and settlement of such action. Client will have sole control over the defense and settlement of any such action to which the above indemnities relate, including control over choosing and obtaining counsel. MMIT may be represented by, and have counsel appear, at its own expense, with respect to any such Claim.

6. Amendments
MMIT may amend these Terms and Conditions at any time by posting the amended Terms and Conditions on this page.

7. Termination
MMIT may terminate Client’s subscription to any or all Licensed Solutions, for any cause or no cause, with or without notice to Client. If MMIT terminates a Client subscription without cause, MMIT, as Client’s sole remedy and at Client’s request, will refund to Client fees paid in respect of the subscription (prorated for the remainder of the subscription period).

8. General
These Terms and Conditions constitute the complete agreement between the parties and supersede all previous communications and representations or agreements, either oral or written, regarding its subject matter, except that, for the avoidance of doubt, if Client has a current subscription to a Licensed Solution under an Order Form exchanged with MMIT, that Order Form continues to govern with respect to that subscription, and the subscription will not be affected by these Terms and Conditions. Any purchase order, acknowledgment or other business form either party issues in connection with these Terms and Conditions are solely for the issuing party’s internal convenience, and will not modify, amend or supplement the terms of these Terms and Conditions, irrespective of whether it purports to do so, or whether it is countersigned or acknowledged by the other party. Neither party will be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of such party or its contractors, agents or suppliers. Except with respect to that body of law relating to choice of law, these Terms and Conditions and any Licensed Solution subscription will be governed by and construed under the laws of the Commonwealth of Pennsylvania. The parties will submit to jurisdiction and venue in such state, and in state courts and the U.S. District Courts in such state. If any provision of these Terms and Conditions or the application thereof to any person or circumstances will to any extent be invalid or unenforceable, the remainder of these Terms and Conditions, or the application thereof to any person or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each provision of these Terms and Conditions will be valid and enforced to the fullest extent of the law. Section headings are for convenience only and will not affect the construction or interpretation of these Terms and Conditions.