Matrix Analytics, inc.
System License and Support Agreement
Last Updated: February 16, 2017
This System License and Support Agreement (the “Agreement”) is entered into by and between you (“Customer”) and Matrix Analytics, Inc. (“Provider”) and set out Provider’s and Customer’s legal rights and obligations in relation to Provider’s platform and services (the “Services”).
By using the Services or by clicking accept or agree to the Agreement when this option is made available, Customer accepts and agrees to be bound by this Agreement (the “Acceptance”).
The Provider may revise and update this Agreement from time to time in our sole discretion. Customer will be notified of changes to this Agreement and given the opportunity to review and accept the updated Agreement. All changes are effective immediately upon Customer’s acceptance of the updated Agreement, and apply to all access and use of the Services thereafter. Customer’s continued use of the Services following notice of the revised Agreement means that Customer accepts and agrees to the changes.
If Customer has any questions or complaints about the Services, Customer may contact Provider pursuant to Section 14.12.
- PLATFORM LICENSE
Subject to the terms and conditions of the Agreement, including the timely payment of all fees due hereunder, Provider hereby grants to Customer a personal, non-exclusive, non-transferable, and non-sublicensable, license for Customer’s Users (defined below) to access and use the Services over the Internet. This license includes the right to make a reasonable number of copies of all documentation provided to Customer by Provider and relating to the use of the Services, but solely for Customer’s internal use in connection with its use of the Services. This license does not extend to Customers subsidiaries or affiliates except to the extent agreed to in writing by the parties. In this agreement, “User(s)” mean employees and contractors of Customer employed by Customer to manage Customer’s use of the Platform.
- CUSTOMER OBLIGATIONS
- Restrictions. Customer agrees that it will not, and will not allow, its directors, officers, business partners, or employees or agents to:
- Reverse assemble, reverse engineer, decompile or otherwise attempt to derive source code from the Services or any component thereof.
- Copy, reproduce, modify, sell, lease, sub-license, market or commercially exploit in any way the Services or any component thereof (including the further distribution or blank forms or templates) other than as expressly agreed to in this Agreement.
- Use, or permit the use of, the Services except for the purposes contemplated in this Agreement.
- Disclose or grant access to a user identification name or password or other access code to the Services or any component thereof to any third party, except as set forth herein.
- Customer Responsibilities. Customer is responsible for all activity occurring under its account and will abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with its access or use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. Customer will be solely responsible for ensuring that its Users receive sufficient training to enable proper access or use of the Services, including the identification and coordination of Users to attend training sessions as well as providing those Users access to Provider’s web-based training and support documentation. Customer will be solely responsible for, and will bear the cost of, providing all equipment, facilities and connectivity, including without limitation any Internet access or telecommunications services, necessary to use and access the Services.
- User Responsibilities, Password Protection. As part of the registration and account creation process, each User will need a user identification name and a password. Users may not select a user identification name which is identical to that used by another person or use a user identification name which is in the sole opinion of Provider offensive or inappropriate. Customer and its Users shall be solely responsible for maintaining the confidentiality of each User’s password. Customer is solely responsible for all usage or activity on Customer’s account, including but not limited to use of Customer’s account, each User’s user identification, the management and maintenance of any Data residing on Customer’s servers or computers, and each User’s password by any third party. Any fraudulent, abusive, or otherwise illegal activity by any User may be grounds for termination of Customer’s account, in Provider’s sole discretion, and Provider may refer Customer and/or its Users to appropriate law enforcement agencies.
- Restrictions. Customer agrees that it will not, and will not allow, its directors, officers, business partners, or employees or agents to:
- CUSTOMER INFORMATION
- Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of, and Customer’s intellectual property ownership of and Customer’s right (and that of the Users of Customer’s organization) to access or use, all data, information, or material that Customer submits to the Services during Customer’s access or use of the Services (“Customer Information”).
- Except as permitted in this Agreement, including with respect to Data as set forth in Section 2 below, Provider will not edit, delete, or disclose the contents of Customer Information unless authorized by Customer or unless Provider is required to do so by law or in the good faith belief that such action is necessary to: (i) conform with applicable laws or comply with legal process served on Provider; (ii) protect and defend the rights or property of Provider; or (iii) enforce this Agreement.
- Provider may provide user statistical information such as usage or traffic patterns in aggregate form to third parties, but such information will not include identifying information. Provider may access Customer Information to respond to service or technical problems with the Services.
- Customer shall be solely responsible and liable for the deletion, correction, destruction, damage, loss, or failure to store Customer Information.
- Provider reserves the right to establish a maximum amount of memory or other computer storage and a maximum amount of Customer Information that Customer may store, post or transmit on or through the Services.
- TERM & TERMINATION
- Term & Termination. The Agreement shall begin on the date of Customer’s Acceptance and shall continue and renew for one (1) month successive terms unless either party notifies the other party that it will not renew at least thirty (30) days prior to the expiration of the then current term. Upon a material breach of this Agreement, the non-breaching party may send written notice to the breaching party informing the breaching party of the nature of the breach and provide fifteen (15) days to cure a non-monetary breach and ten (10) days to cure a monetary breach (the “Cure Period”). If the breaching party does not cure the material breach within the Cure Period, the non-breaching party may immediately terminate this Agreement.
- Effect of Termination. Upon termination or expiration of this Agreement for any reason, (i) any amounts owed to Provider under this Agreement will be immediately due and payable; (ii) all rights granted to Customer in this Agreement to access and use the Services will immediately cease; (iii) Customer must promptly discontinue all use of the Services; (iv) at Customer’s request, and subject to any obligation of Provider to maintain copies of Customer’s Confidential Information under the Social Security Act and other applicable laws, if any, Provider will return to Customer or destroy all copies of any Confidential Information (as defined below) of Customer in Provider’s possession or control; provided, however, Provider may retain one copy of all of Customer’s Confidential Information (excluding identifiable health information, as such term is used in 45 CFR 164.514 of the HIPAA Privacy Rule) for archival purposes only.
- FEES & PAYMENT PROCEDURES
- Fees. Upon registering with the Platform, Customer will be asked to choose a subscription level (“Subscription Level”). This Subscription Level shall set the monthly fees to be paid for access to the Platform.
- Payment. The Services are billed in advance on a monthly subscription basis. Provider will not provide refunds or credits in the case of cancellations or downgrades.
- Automatic Payments. UNLESS CUSTOMER TERMINATES THIS AGREEMENT PURSUANT TO SECTION 3 BEFORE A FEE BECOMES DUE, CUSTOMER UNDERSTANDS THAT ITS SUBSCRIPTION TO THE SERVICES WILL AUTOMATICALLY CONTINUE, AND CUSTOMER AUTHORIZES PROVIDER (WITHOUT NOTICE TO CUSTOMER, UNLESS REQUIRED BY LAW) TO COLLECT THE THEN-APPLICABLE CHARGE AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD PROVIDER HAS ON RECORD FOR CUSTOMER. FURTHER, PROVIDER SHALL HAVE THE RIGHT TO RAISE SUBSCRIPTION LEVEL FEES, WHICH IT WILL DO UPON PROVIDING SIXTY (60) DAY’S ADVANCE WRITTEN NOTICE AND NO MORE THAN ONCE ANNUALLY.
- Taxes. Customer agrees to pay any sales, value-added or other similar taxes imposed by applicable law that Customer must pay based on this Agreement, except for taxes based on Provider’s income.
- SERVICE LEVEL COMMITMENT
- Except for those instances described below, Provider shall ensure that the Services are available 95% of any calendar month. Failure to achieve service availability shall not constitute a material breach of this Agreement.
- As its exclusive remedy, in the event the Services availability falls to below 95% for a given month for Customer, Provider will credit Customer’s account as follows: for 90% to 94.9% availability the credit is fifty percent (50%) of the monthly fee; for 89.9% availability or below the credit is one hundred percent (100%) of the monthly fee. Credit will be in the form of partially extending the Term of this Agreement and will not result in a refund of any Customer fees due or previously paid.
- Customer agrees to notify Provider immediately if Customer suspects the Services are unavailable due to a fault of Provider. Customer agrees to provide reasonable information as requested by Provider for proper diagnosis or repair and for proper calculation of any applicable credit.
- Credit does not apply as a result of:
- Unavailability due to scheduled maintenance.
- Periods of unavailability during which Customer’s account is not in good financial standing or Customer is in violation of this Agreement.
- Circumstances beyond Provider’s control, including, without limitation, acts of any governmental body, war, sabotage, embargo, fire, flood, extended unavailability of a public utility service or unavailability or delay in telecommunications, third party Internet Service Providers, co-location sites, or issues related to a vendor’s or Customer’s business operations, equipment or third party servicers.
- Customer’s misuse of the Services.
- The unavailability of any Customer Data residing on Customer’s servers or computers for reasons beyond Provider’s control.
- CUSTOMER SUPPORT
- First-Line Support. Customer shall provide first-line support to its Users. Upon registration, Customer shall appoint a primary contact (“Local Administrator”) and communicate in writing to Provider the Local Administrator’s name and contact information. In order for the Services to function, Users must be trained and Customer and patient-specific data must be input into the system. The Local Administrator shall be responsible for coordinating User training and input of any required Customer related information. All questions regarding the functioning of the Services shall be directed first to Customer’s Local Administrator.
- Second-Line Support. Provided that Customer is current in its payment of fees under this Agreement, Provider shall provide to Customer its standard technical support and maintenance, at no additional charge. Provider support personnel shall be available to Customer’s Local Administrator through a ticketing system to provide telephone support and assistance via-e-mail and other Internet based technology directly to Customer’s Local Administrator during Provider’s normal business hours (8:00 AM-5:00 PM Mountain Time Monday‑Friday). Second-line support means direct technical support of the Services, including, but not limited to, (1) direct response to the Local Administrator’s inquiries concerning performance, functionality or operation of the Services; (2) a direct response to reported problems for performance deficiencies with the Services; (3) a diagnosis of problems for performance deficiencies of the Services; and (4) a resolution of the problems for performance deficiencies of the Services. Provider shall also provide standard error correction and maintenance modifications to the Services.
- Additional Support Services. Notwithstanding the above, if Provider makes a reasonable business determination that the technical support requested by Customer pursuant to this section will entail detailed, specialized maintenance or support services different in kind or amount from those provided to other similar customers of the Services (including, but not limited to, assistance to enable the interfacing or operation with a non-supported, unusual or proprietary system complying with internal audits, responding to Sarbanes-Oxley audit requests), Provider shall notify Customer that the requested support is considered an additional service which shall be subject to additional fees at the Provider’s hourly service rate of $175 per hour, plus travel expenses.
- SERVICES UPDATES, MAINTENANCE, AND RELEASES
- Right to Modify the Services. Provider may from time to time, in its sole discretion, change some or all of the functionality or any component of the Services or make any modification for the purpose of improving the performance, service quality, error correction or to maintain the responsiveness of the Services.
- Services Maintenance. Provider shall operate and maintain the servers hosting the Services (collectively, the “Server”) in good working order with access restricted to qualified employees or contractors of Provider and persons designated by Customer. Provider shall employ reasonable efforts to ensure the security, confidentiality and integrity of all Customer data and other proprietary information transmitted through or stored on the Server.
- Provision of Releases. At its sole option, Provider shall be entitled to prepare new versions of the Services that Provider generally makes available to its Customers (“Update Releases”). Provider exclusively shall determine whether Update Releases shall be included in the Services provided pursuant to this Agreement. At any time, Provider may install any Update Releases to provide the Services, or Provider may develop new modules that it may make available to Customer for an additional fee agreed to in writing by Provider and Customer.
- Customer Requested Modifications. From time to time Customer may request changes to the Services. All such work will be performed according to a professional services agreement, which may be agreed to from time to time by the parties.
- Confidential Information. Each party acknowledges that confidential information (including trade secrets and confidential technical, financial and business information) (collectively, “Confidential Information”) may be exchanged between the parties pursuant to this Agreement. Each party shall use no less than the same means it uses to protect its similar confidential and proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of the Confidential Information of the other party. Each party agrees that it will not disclose or use the Confidential Information of the other party except for the purposes of this Agreement and as authorized herein. Customer will promptly report to Provider any unauthorized use or disclosure of Provider’s Confidential Information that Customer becomes aware of and provide reasonable assistance to Provider (or its licensors) in the investigation and prosecution of any such unauthorized use or disclosure.
- Acceptable Use. Notwithstanding Section 9.1, the recipient of Confidential Information may use or disclose the Confidential Information to the extent that such Confidential Information is: (i) already known by the recipient without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the recipient, (iii) rightfully received from a third party without any obligation of confidentiality, (iv) independently developed by the recipient without use of the Confidential Information of the disclosing party, (v) approved by the disclosing party for disclosure, or (vi) required to be disclosed pursuant to a requirement of a governmental agency or law so long as the recipient provides the disclosing party with notice of such requirement prior to any such disclosure and takes all reasonable steps available to maintain the information in confidence.
- Confidentiality Obligation. Customer shall safeguard and maintain the Confidential Information of Provider in strict confidence and shall not, and shall cause all Users not to, disclose, provide, or make such Confidential Information or any part thereof available in any form or medium to any person except to Customer’s employees, contractors and consultants who have a need to access such Provider’s Confidential Information in order to enable Customer to exercise its rights under this Agreement. The Customer also agrees not to use Provider’s Confidential Information to create any computer software or documentation that is substantially similar to the Services software.
- Return of Confidential Information. Upon the termination of this Agreement for any reason whatsoever, each party may request the other that all documents, information, data and/or software however recorded, which contain any of the other’s Confidential Information be returned or destroyed unless the non-requesting party is required to retain copies of such Confidential Information under applicable law, provided that the non-requesting party shall be entitled to charge a reasonable fees and materials charge for doing so. If no request is received for the return of Confidential Information within thirty (30) days of the termination of this Agreement, unless the non-requesting party is required to retain copies of such Confidential Information under applicable law, the Confidential Information shall be destroyed within a reasonable time thereafter and shall not be used for any purpose whatsoever. To the extent Data (as defined below) has been “de-identified” as referenced in Section 10.2 of this Agreement, it shall not be considered the Confidential Information of Customer.
- INTELLECTUAL PROPERTY RIGHTS
- Ownership of Services. Provider and its licensors shall retain all ownership, title, copyright, patent, trademark, and other proprietary rights in and to the Services and any component thereof, and all content, features, and functionalities of the Services. Customer does not acquire any rights, express or implied, in the Services.
- Ownership of Data. Customer shall own all patient data collected in the Services pursuant to Customer’s use of the Services through this Agreement (“Data”).
- Submissions. Any information, materials, suggestions, ideas, comments or other information communicated by Customer to Provider (the “Submission”) will not be treated as confidential, proprietary or trade secret information. Through Customer’s Submission, Customer hereby grants to Provider the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display the Submission, and to incorporate any Submission in other works in any form, media, or technology now known or later developed. Provider will not be required to treat any Submission as confidential and may use any Submission in its business without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Provider operations..
- Protection of Proprietary Rights. Customer shall not remove any proprietary, copyright, patent, trademark, design right, trade secret, or any other proprietary rights legends from the Services.
- DISCLAIMERS OF WARRANTY
Customer understands that Provider cannot and does not guarantee or warrant that files available for downloading from the Internet or the Services will be free of viruses or other destructive code. is are responsible for implementing sufficient procedures and checkpoints to satisfy its particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of lost data. PROVIDER WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT CUSTOMER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO CUSTOMER’S USE OF THE SERVICES OR ANY ITEMS OBTAINED THROUGH THE SERVICES, OR ON ANY WEBSITE LINKED TO THEM.
EXCEPT AS EXPRESSLY PROVIDED IN THE SERVICE LEVEL COMMITMENT IN SECTION 6, PROVIDER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASES. NEITHER PROVIDER NOR ANY PERSON ASSOCIATED WITH PROVIDER MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER PROVIDER NOR ANYONE ASSOCIATED WITH PROVIDER REPRESENTS OR WARRANTS THAT THE SERVICES OR THEIR CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT PROVIDER’S WEBSITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET THE CUSTOMER’S NEEDS AND EXPECTATIONS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Mutual Indemnification. Subject to the provisions contained herein and, except with respect to any infringement or allegation of infringement by Provider for which an exclusive remedy is provided above, each party agrees to defend, indemnify and hold the other and its officers, directors, agents, affiliates, distributors, franchisees and employees harmless against any loss, damage, expense, or cost, including reasonable attorneys’ fees (including allocated costs for in-house legal services) (“Liabilities”) arising out of any claim, demand, proceeding, or lawsuit by a third party relating to this Agreement, and due to: (a) any intentional, willful, wanton, or grossly negligent breach of any representation or warranty of the indemnifying party (the “Indemnifying Party”) contained in this Agreement; or (b) any intentional, willful, wanton, or grossly negligent breach or violation of any covenant or other obligation or duty of the Indemnifying Party under this Agreement or under applicable law.
- Exclusive Remedies for Infringement. IN THE EVENT AN INJUNCTION OR ORDER SHOULD BE OBTAINED AGAINST USE OF THE SERVICES BY REASON OF ANY ALLEGATIONS THAT ALL OR SOME PART OF THE SERVICES INFRINGES UPON OR VIOLATES ANY PATENT, COPYRIGHT, TRADE SECRET, OR OTHER PROPRIETARY RIGHT OF ANY PERSON OR ENTITY, OR IF IN PROVIDER’S OPINION THE SERVICES ARE LIKELY TO BECOME THE SUBJECT OF SUCH A CLAIM OF INFRINGEMENT, PROVIDER WILL, AT ITS OPTION AND IN ITS EXPENSE, AND AS CUSTOMER’S EXCLUSIVE REMEDY, (A) PROCURE FOR THE CUSTOMER THE RIGHT TO CONTINUE USING THE SERVICES; (B) REPLACE OR MODIFY THE SAME SO THAT THEY BECOME NONINFRINGING (SUCH MODIFICATION OR REPLACEMENT SHALL BE FUNCTIONALLY EQUIVALENT TO THE ORIGINAL); OR (C) IF NEITHER (A) NOR (B) IS PRACTICABLE, IMMEDIATELY TERMINATE THIS AGREEMENT AND RETURN ANY FEES PREPAID BY CUSTOMER.
- LIMITATION OF LIABILITY
SUBJECT TO THE EXCLUSIVE REMEDIES AND OTHER LIMITATIONS OF LIABILITY PROVIDED HEREIN, AND EXCEPT WITH RESPECT TO PROVIDER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, FOR ANY BREACH OR DEFAULT BY PROVIDER OF ANY OF THE PROVISIONS OF THIS AGREEMENT, OR WITH RESPECT TO ANY CLAIM ARISING HEREFROM OR RELATED HERETO, PROVIDER’S ENTIRE LIABILITY, IF ANY, SHALL IN NO EVENT EXCEED THE FEES PAID TO PROVIDER BY CUSTOMER PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE DATE UPON WHICH THE CAUSE OF ACTION FIRST AROSE. CUSTOMER ACKNOWLEDGES THAT THE PRICES FOR THE CUSTOMER’S SUBSCRIPTION LEVEL ARE CONSIDERATION FOR THE STATED LIMITS OF LIABILITY IN THIS PARAGRAPH.IN NO EVENT WILL PROVIDER OR CUSTOMER BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE, LOST BUSINESS REVENUE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF COVER, DAMAGES FOR DELAY, PUNITIVE OR EXEMPLARY DAMAGES, FAILURE TO REALIZE EXPECTED PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.NO PARTY MAY BRING AN ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATED TO THIS AGREEMENT (OTHER THAN TO RECOVER FEES OR EXPENSES DUE TO COMPANY) MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ARISEN OR THE DATE OF DISCOVERY OF SUCH CAUSE, WHICHEVER IS LATER.
- Compliance with Laws. Each party shall take adequate measures to comply with all applicable laws, regulations, rules, ordinances and orders regarding its activities related to this Agreement, including but not limited to laws concerning identifiable information, such as the Health Insurance Portability and Accountability Act of 1996.
- Business Associate Agreement; Conflicts. In connection with this Agreement, the parties shall enter into a Business Associate Agreement (the “Business Associate Agreement”). To the extent that any of the terms of the Business Associate Agreement expressly contradict or conflict with any of the terms or conditions contained in this Agreement, it is understood and agreed by the parties that the terms of the Business Associate Agreement shall take precedence and supersede the terms of this Agreement, but solely to the extent of any such express contradiction or conflict.
- Access to Books and Records. Provider and Customer agree to each maintain a copy of this Agreement and all books, documents and records necessary to certify the nature and extent of compensation paid to Provider by Customer pursuant to this Agreement for four (4) years or such time as may be required by statute and regulation and to perform all obligations specified for subcontracts and subcontractors under the Social Security Act, Section 1861(v)(1)(I), and the implementing regulations.
- Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative or employee of the other party. Neither party will have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
- Amendments and Modifications. No amendment, modification, or supplement to this Agreement shall be binding on any of the parties unless it is in writing and affirmatively accepted by Customer at the time of the modification.
- Integration. This Agreement as well as agreements and other documents referred to in this Agreement constitute the entire agreement between the parties with regard to the subject matter hereof and thereof. This Agreement supersedes all previous agreements between or among the parties. There are no agreements, representations, or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement.
- Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this Section, then this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.
- Governing Law. This Agreement shall be governed by and construed under the laws of the State of Colorado without consideration of its conflict of laws provisions. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the State of Colorado.
- Customer Reference; License. Customer agrees to grant Provider a license to display Customer’s name and logo to Customer’s Users within the Services. Additionally, Customer agrees to grant Provider a license to display Customer’s name and logo on any Provider or patient facing communications generated through Customer’s use of the Services. Furthermore, Customer agrees that Provider may identify Customer as a recipient of Services and use Customer’s logo in sales presentations, marketing materials, and press releases.
- Third Party Beneficiaries. The parties agree that there are no intended third party beneficiaries under this Agreement.
- No Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns.
- Notices. Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if by email with confirmation acknowledged; (b) on the delivery date if delivered personally to the party to whom the same is directed; (c) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (d) five business days after the mailing date, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available. All notices to Provider should be directed to:
Matrix Analytics, Inc.
215 Ivanhoe Street
Denver, CO 80220
Attn: Christine Spraker