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This agreement contains the terms of the HealthTap Enterprise Premium Services Subscription described below.
Company will be billed on a monthly basis only for the number of new members activated in each month. Monthly charges for new members will reflect the current annual price. Subscription for each user added will be active for a period of one year from the initial date of activation. Annual renewal is automatic, subject to customer Termination rights in the Order Terms and Conditions. Payment terms are net 30.
Use of licenses under this Order Schedule shall in all cases be subject to the HealthTap General Terms and Conditions contained in the corresponding Order Terms and Conditions, which are incorporated herein by this reference, with the same force and effect as if they were given in full text. By agreeing to this Order Schedule, Customer binds Company to these terms. Company represents that it has reviewed the General Terms and expressly agrees to their incorporation into this Order Schedule as of the Date, which is defined below, and in their then-current form on the date of any renewal of this Order Schedule. This Order Schedule will remain in effect until all subscriptions ordered hereunder have expired or have been terminated. Prices shown above do not include any taxes that may apply.
The following terms and conditions are incorporated into each Order Schedule (as defined below) and constitute a binding agreement between Customer (as defined on the Order Schedule) and HealthTap, Inc. ("Supplier"). By signing an Order Schedule, you ("Customer") agree that you have read, understand and are bound by these terms and conditions. Customer represents and warrants that Customer has the authority to bind the Company in Customer's capacity as an authorized Company representative.
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose proprietary or confidential information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information"). Such information includes, without limitation, Customer Data, information related to Customer's login identifiers and credentials for Covered User accounts. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except as expressly permitted in this Section 5 or otherwise by written consent of the Disclosing Party) or divulge to any third person any such Confidential Information, except that the Receiving Party may disclose such Confidential Information, in connection with providing the Services, to employees and subcontractors who have agreed in writing to protect the confidentiality thereof in substantially the same manner as the provisions of this Agreement. The Disclosing Party agrees that the foregoing shall not apply with respect to any Confidential Information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it by a third party; or (d) was independently developed without the use of, reference to, or reliance on any Confidential Information of the Disclosing Party; or (e) is required by law.
EXCEPT FOR LIABILITY ARISING OUT OF A PARTY'S INDEMNIFICATION OBLIGATIONS, (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) HEALTHTAP'S MAXIMUM AGGREGATE LIABILITY RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNTS PAID BY CUSTOMER TO HEALTHTAP UNDER THIS AGREEMENT FOR THE 12 MONTH PERIOD PRIOR TO THE DATE THE APPLICABLE CAUSE OF ACTION AROSE. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Any notice, request or demand must be provided in writing referencing this Agreement and will be deemed to be properly given after deposit with an express courier, with written confirmation of receipt. All notices must be sent to the addresses set forth on the most recent Order (or to another address or person as designated by a party by giving notice pursuant to this Section).
A delay by either party in the performance of its obligations under the Agreement will not be deemed a default of the Agreement to the extent that the delay is attributable to a Force Majeure Event and could not have been prevented by the non-performing party taking reasonable precautions. If a Force Majeure Event prevents or delays performance of Services by HealthTap for more than 30 consecutive days, Customer may terminate the affected part of the Agreement or the entire Agreement without paying termination for convenience charges. The term "Force Majeure Event" means an act of war or terrorism, a riot, civil disorder, or rebellion, a fire, flood, earthquake, or similar act of God or a strike, lockout or similar labor dispute, electrical, internet or telecommunications outage that is beyond the reasonable control of the affected party.
209 E. Java Dr #61987
Sunnyvale, CA 94088