Last Updated October 1, 2021
Customer Data is and shall remain the sole and exclusive property of Customer and all right, title, and interest in the same is reserved by the Customer. “Customer Data” (which shall also be known and treated by Company as Confidential Information) is Customer’s data transmitted to Company or Customer data that is collected, used, processed, stored, or generated as the result of the use of the Application Services, and includes personal information and protected health information (“PHI”) as defined under HIPAA. Company shall maintain data security controls consistent with HIPAA requirements.
Customer covenants and agrees that, to the best of Customer’s knowledge, any data it transmits to Company, including any patient and other transaction data:
- will be an accurate and complete copy of the data that Customer is attempting to transmit;
- will be only such data as Customer has a legal right to send or transmit;
- will only include data of patients who legitimately owe amounts to be paid to the Customer,
- data will only be data that has been collected from the patients, and
- will not include any viruses, worms, trojan horses, spyware, back door, or other malicious code.
Customer shall use the Application, the Services and the Documentation exclusively for authorized and legal purposes, consistent with all applicable laws, rules and regulations.
Grants of Rights to Customer
- Right to Use Application Services. Subject to the terms and conditions of the Agreement, Company hereby grants to Customer, and Customer hereby accepts from Company, a limited, nonexclusive, non-assignable, nontransferable license (without a right of sublicense) during the Term to access and use the iConnect application services that Customer has registered for and is authorized by Company to use.
- Upgrades. Company shall make available to Customer any updates, upgrades, or modifications to the iConnect application that Customer has registered for and is authorized by Company to use that Company generally makes available to its other customers, without charge, and each such update, upgrade, and modification, and all parts thereof, shall be deemed to be part of the iConnect services, as applicable, and shall be governed by the terms of the Agreement.
- Documentation. Subject to the terms and conditions of the Agreement, Company hereby grants to Customer, and Customer hereby accepts from Company, a limited, nonexclusive, non-assignable, nontransferable license (without a right of sublicense) to use the user, product, and technical documentation related to the iConnect application that Customer has registered for or acquired the right to use that is provided to Customer by Company from time-to-time (including all modifications, revisions, and supplements thereto, the “Documentation”), exclusively for Customer’s internal business use.
Customer shall not do any of the following, and shall cause each of its affiliates and their respective employees, contractors, and agents (collectively, “Customer Parties”) to not do any of the following:
- copy the Application Services or the Documentation other than backup or archival copies;
- directly or indirectly distribute, resell, rent, lease, subcontract, operate, or otherwise grant access to, or use for the benefit of any third party, the Services, the Application Services or the Documentation;
- decompile, disassemble, reverse engineer, or translate the Application Services;
- change, modify, alter, or make derivative works of the application, services or the Documentation;
- without Company’s prior written consent, directly or indirectly grant any third-party access to the computers, hardware, system, or equipment on which the iConnect services are used or the Documentation is accessed, the exception being affiliates and third-party contractors of Customer, provided, that
- • Customer shall remain solely responsible for compliance by its affiliates and third-party contractors with all of the terms of the Agreement, and
- • If any affiliate or third-party contractor who desires to gain access is a competitor of Company, Customer must obtain Company’s written consent prior to granting access to such affiliate or third-party contractor;
- attempt to interfere with or disrupt the Services or the Application or attempt to gain access to any other services, hardware, or networks owned, maintained, or operated by Company or its suppliers;
- disclose any passwords or other security or authentication device with respect to the Services, the Application, or the Documentation to any person other than the person to whom it was issued;
- remove, conceal, or alter any identification, copyright or other proprietary rights notices or labels on the Application Services, or the Documentation; or
- directly or indirectly, ship, export, or re-export the Services, the Application Services, or the Documentation;
Product and Service Ownership
Customer acknowledges and agrees that the following shall constitute the sole and exclusive property of Company:
- all Confidential Information (as defined in Section 7 below) of Company (which includes, without limitation, the Services, the Application, the Documentation, and other software, applications, technologies, inventions, and other works of authorship developed by Company, whether prior to, during or after the Term);
- any and all modifications, updates, upgrades, enhancements, and customizations to and compilations and derivative works of the items described in Section 6(i); and
- any and all patents, copyrights, trademarks, trade secrets, and other intellectual property rights (collectively, “Intellectual Property”) related to or embodied in any of the items described in Sections 6(i) and 6(ii).
Customer acknowledges and agrees that it has no right in or license to any source code contained in or related to iConnect or associate software programms pursuant to the Agreement. As between Company and Customer, Company (and/or its licensors, as applicable) shall retain all rights, title, and interest in the Services, the Application, the Documentation, and the Intellectual Property rights not expressly granted herein.
- In connection with the Agreement, Company and the Customer may disclose to one another certain proprietary and other confidential information, in any form and including, but not limited to:
- • technology, processes, know-how and other non-public materials, information relating to such party’s product offerings, software, web applications, data, research, sales, passwords, marketing and distribution activities, customers, prices, business plans and other matters;
- • personally identifiable health information; and
- • the terms and conditions of the Agreement, including all schedules and attachments hereto (collectively, the “Confidential Information”).
- Each of Company and the Customer shall:
- • maintain such Confidential Information of the other party in strict confidence, using the same degree of care such party uses to preserve its own Confidential Information but no less than a reasonable degree of care;
- • use such Confidential Information solely for the performance of its obligations and rights under the Agreement or any other agreement between the parties;
- • disclose such Confidential Information only to its employees, contractors, and agents who need to know such Confidential Information in connection with the Agreement (“Agents”) and then only if such Agent is bound by obligations of confidentiality at least as restrictive as those provided herein; and
- • promptly upon the request of the disclosing party, return all such Confidential Information to the disclosing party or destroy all materials which contain any Confidential Information, provided that the receiving party may retain one copy of the Confidential Information received by it solely for purposes of complying with governmental, regulatory, or similar requirements or the receiving party’s written document retention policies.
- • Company and the Customer further agree that they have not and shall not disclose any third-party information to each other in violation of the proprietary rights of, or any confidentiality obligations to, such third party.
- Notwithstanding the foregoing, the confidentiality obligations set forth herein shall not apply to any portion of any information which:
- • is now in the public domain, or hereafter enters the public domain through no action (or express inaction) of the receiving party or any of its Agents;
- • can be shown to have been known to the receiving party or its Agents at the time it is received;
- • is hereafter rightfully furnished to the receiving party by a third party without violation of any restriction on disclosure; or
- • is independently developed by the receiving party without reference to any Confidential Information of the other party.
- • The parties may disclose any Confidential Information to the extent legally compelled to do so by any judicial or administrative body having authority to compel such disclosure.
- Unless otherwise expressly set forth herein, the disclosure of Confidential Information hereunder shall not, and shall not be construed to, grant any license or other intellectual property right held by the disclosing party, or constitute any representation, warranty, assurance, guarantee or inducement of any kind as to the accuracy or completeness of any information, the non-infringement of the intellectual property rights of third parties, or any other matter. All Confidential Information shall remain the property of the disclosing party.