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Terms and Conditions

  1. Grant of License. Subject to the terms and conditions of a Statement of Work (SOW), Claritas Rx grants to Client a nontransferable, non-sublicensable, non-exclusive, world-wide license for Client’s Authorized Users to access and use the Data Analytics Solution solely for Client’s internal use to manage Client Data, support patient management efforts and for any other Client commercial or business purpose related to its manufacture, distribution, sales, support, and marketing of its products. Without limiting the generality of the foregoing, Client will have no right to sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Data Analytics Solution available to any third party other than Authorized Users or to provide or disclose any reports or other information generated by the Data Analytics Solution (“Claritas Rx Ascend™ Reports“) to any third party, except to as expressly consented to in advance and in writing by Claritas Rx in its sole and absolute discretion. The parties understand and agree that Client may retain third-party vendors to perform permitted uses of Claritas Rx Ascend™ Reports on Client’s behalf who are obligated to use the Claritas Rx Ascend™ Reports only to perform services for Client and only in conformance with this SOW, provided that Client will be responsible for such vendors compliance with this SOW. All rights related to the Data Analytics Solution not expressly granted to Client are retained by Claritas Rx, including rights to any updates or Modifications provided by Claritas Rx.
  2. Access to the Portal. Claritas Rx will also provide Client with login access to the Portal for Authorized Users, which will serve as the Authorized User interface/portal for accessing the Data Analytics Solution. The Portal is a collaborative information management platform licensed to Claritas Rx by a third party that is independent of the Data Analytics Solution. In the event that such third party prevents, limits, or revokes Claritas Rx license or ability to use the collaborative information management platform, Claritas Rx will promptly notify Client of such an event, promptly secure an appropriate license from such third party or provide Client an alternative interface/portal providing substantially equivalent functionality, and take commercially reasonable efforts to provide Client continuous access to the Data Analytics Solution. In the event Claritas Rx is not able to complete any of the foregoing and Client is not able to access the Data Analytics Solution, Client may immediately terminate this SOW and Claritas Rx will promptly issue a pro-rated refund of any fees paid by Client for Services not yet provided. Claritas Rx will have the right to change the Authorized User interface/portal and/or provider thereof at Claritas Rx sole discretion on giving Client ten days’ written notice; provided that any substitution provides substantially equivalent functionality.
  3. Ownership; Proprietary Rights; Third Party Content.
    • No Conveyance of Data Analytics Solution Ownership; Trade Secrets. Any SOW does not convey to Client ownership of the Data Analytics Solution, any Modifications to the Portal, or any right or license under any intellectual property right of Claritas Rx by implication, estoppel or otherwise, but only the limited right to use the Data Analytics Solution and the Portal as expressly provided in the SOW. As between Client and Claritas Rx, Claritas Rx and its licensors retain all right, title and interest in and to the Data Analytics Solution, all Modifications and the Portal, including any and all copyrights, patents, trademarks, trade secrets and other proprietary rights, all Data Analytics Solution functions, system operations, schema and design elements, and any Modifications to customize the Data Analytics Solution for the provision of Services under any SOW. Claritas Rx reserves all rights to the Data Analytics Solution and Portal not expressly granted to Client in any SOW.
    • Client Data. As between Claritas Rx and Client, Client and its licensors will own all Client Data. Any Client Data in the Data Analytics Solution, including any data received from Client’s specialty pharmacies, support services center and Authorized Users, will constitute Client Confidential Information and will be treated as such by Claritas Rx subject to the provisions of Section 6 of the Agreement. During the term of a SOW, Client hereby grants Claritas Rx a limited, royalty-free, non-exclusive, worldwide, internal use license to the Client Data for purposes of providing the Services. That license will terminate on expiration or termination of the SOW.
    • Third Party Consent. Client will be solely responsible for obtaining any and all required consents and/or rights from third parties associated with Client Data provided to Claritas Rx to populate the Data Analytics Solution and will comply with any conditions, restrictions and limitations imposed on the acquisition and use of that Client Data.
    • Modifications. Client is not authorized to make any Modifications and assumes full responsibility for any such actions. Client hereby releases Claritas Rx from all liability and waives all rights, claims and remedies against Claritas Rx for any and all damages of any kind or nature, to the extent that they are caused by any such Modifications by any person or entity associated with or permitted by Client to access the Data Analytics Solution or otherwise by any access to or use of the Portal or Data Analytics Solution not authorized under the SOW.
    • Data Aggregation. Client hereby grants Claritas Rx a limited, royalty-free, non-exclusive, worldwide, license to use the Client Data during the term of the SOW for the purpose of creating Aggregated Metadata. Claritas Rx will own any Aggregated Metadata created by Claritas Rx pursuant to the preceding sentence, provided that Claritas Rx hereby grants Client a limited, perpetual, royalty-free, non-exclusive, nontransferable, non-sublicensable, worldwide license to use the Aggregated Metadata provided to it pursuant to the SOW for its own business purposes, provided that Client does not use, share or sell such Aggregated Metadata for any commercial purpose competitive with Claritas Rx business. The license granted pursuant to the preceding sentence will survive the termination or expiration of the SOW.
    • Prevailing Agreement. In the event of a conflict of the Agreement and Section 3, Section 3 shall prevail over the Agreement.
    • Deidentified Data. Client acknowledges that certain data from designated data partners provided by Claritas Rx to Client has been de-identified (the “De-Identified Data”) consistent with the standards established by the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively “HIPAA”). Client agrees not to re-identify, or attempt to re-identify, any De-Identified Data, whether directly or indirectly, such as through linking or combining with identifiable data sources in any manner that could result in the re-identification thereof. Further, Client agrees that under no circumstances shall it contact the subject of any De-Identified Data based on Client’s re-identification of that De-Identified Data. In the event that Client inadvertently receives any data pursuant to the SOW that it reasonably believes contains identifiable data as described under HIPAA, Client shall immediately contact Claritas Rx and return or destroy such data as reasonably directed by Claritas Rx.
  4. Definitions. For the purposes of the SOW, the following terms will have the meanings set forth below:
    • “Aggregated Metadata” means the summary metadata regarding provider, hub, payer and/or pharmacy activity that is created by the process of (i) aggregating Client Data into groupings of data, and (ii) combining that Client Data with publicly available data and/or data provided to Claritas Rx by third parties unaffiliated with Client, in all cases such that the data is anonymized and no longer specific to and does not allow the identification of any individual patient, product or manufacturer. Aggregated Metadata includes averages, totals, means, medians, modes, ranges, percentages, rates, and other statistical non-identifying metadata.
    • “Authorized User” means an individual or entity who has been authorized by Client to access the Data Analytics Solution via Client’s licensed account to the Portal and to use the Data Analytics Solution pursuant to the terms of the SOW.
    • “Client Data” means all source data not generally known or available to the public that is provided to Claritas Rx by or on behalf of Client, or created from data provided by or on behalf of Client, for importation into and use with the Data Analytics Solution, as well as the resulting output data that is presented to Authorized Users via the Portal or delivered through other means. Client Data does not include the Data Analytics Solution or any Modifications, including any Modifications to customize the Data Analytics Solution for the provision of Services under the SOW.
    • “Modifications” means customizations and/or modifications to the Data Analytics Solution licensed under the SOW, including any improvements, enhancements and derivative works of the Data Analytics Solution.
    • “Portal” means the web based portal (currently Quick Base) used by Authorized Users to receive notifications of, access, create, and modify data, and access data views and reports from the Data Analytics Solution, including any substitutions pursuant to Section 2. Portal maintains user access levels and user authentication to ensure each Authorized User only has access to information and capabilities based on Client’s authorization and in compliance with the terms.
    • “Data Analytics Solution” means Claritas Rx-developed proprietary Data Analytics Solution system, including proprietary software code, algorithms, database and other methods and materials and information used in the provision of the Services under the SOW and all Modifications, including any Modifications to customize the Data Analytics Solution for the provision of Services under the SOW.