THE TERMS SET FORTH BELOW ARE SPECIFIC TO THE PRODUCTS, CONTENT, OR SERVICES SET FORTH IN AN ORDERING DOCUMENT AND ARE ONLY APPLICABLE TO THE EXTENT THAT SUCH PRODUCTS, CONTENT, OR SERVICES ARE RECITED IN SUCH ORDERING DOCUMENT. 

PATIENT EDUCATION PRODUCTS AND SERVICES. 

1. Krames On-Demand and Krames HealthSheets (Epic)- terms of use: Healthcare provider Users may access Krames On-Demand (“KOD”) and Licensed Content therein (i) through the Client’s electronic health record (“EHR”) system (either Epic or Meditech) via personal computers physically located within the Authorized Site(s) identified on the Ordering Document, (ii) via single sign-on from the Client’s intranet or (iii) as a non-integrated application, accessed by healthcare provider Users through a URL and sign-in credentials. All such use shall only be by healthcare provider Users for distribution to patients and their families. KOD content shall display the following: “This information is not intended as a substitute for professional medical care. Always follow your healthcare professional's instructions. Copyright The StayWell Company, LLC”. 
2. Custom Content Builder - terms of use: Access to Custom Content Builder (“CCB”) requires a license to use the Krames On-Demand (“KOD”) application. Subject to the terms of the Agreement, for use in connection with the KOD application only, using CCB, Client may modify the Content or add their own proprietary custom content. Clients making modifications to Vendor content agree that, as between the parties, Vendor retains all intellectual property rights to the underlying content, including but not limited to any images or photographic artwork therein. Client also agrees that all custom content uploaded by Client follows all copyright laws and does not infringe on the rights of a third party, and that all appropriate permissions with respect to the use or modification of such content have been obtained. Modifications to the Content using CCB do not relieve Client of its obligation to display the disclaimers required by the KOD terms of use or the terms of use for any Content modified using CCB. 
3. Krames Exit-Writer (discharge instructions) and Krames Patient Discharge Instructions HealthSheets - terms of use: Client may access and print Content via Client’s electronic health record system (either Epic or Meditech), subject to the terms and conditions of such access via Krames On-Demand as set forth herein. Subject to the terms of the Agreement and the applicable Ordering Document, Client may modify the Content via Client’s electronic health record system or through Custom Content Builder, if licensed by Client, by inserting additional content and instructions into the Licensed Content. The Krames Exit-Writer content shall display the following: “This information is not intended as a substitute for professional medical care. Always follow your healthcare professional's instructions. Copyright The StayWell Company, LLC”. 
4. Krames Video Library - terms of Use: These products and any content included therein may not be customized or modified by Client. The videos may be accessed by consumers, patients and caregivers through the client’s branded Consumer Health Library. Client may also broadcast the Content on Client’s intranet site and on Client’s internet websites, as indicated in the applicable Ordering Document. Client has permission to use and display the Content on Client’s own hosted or third party hosted social media platforms (defined to include, but not be limited to, Twitter, Instagram, Facebook) and through email, newsletters and blogs. The following restriction shall also apply: Content that is animated or video content may not be displayed on YouTube, Vimeo or other similar video sharing social media websites. 
5. Base Video Library - terms of use: These products and any content included therein may not be customized or modified by Client. The videos may be accessed by consumers, patients and caregivers through the client’s branded Consumer Health Library. Client may also broadcast the Content on Client’s intranet site and on Client’s internet websites, as indicated on the Ordering Document. Client has permission to use and display the Content on Client’s own hosted or third party hosted social media platforms (defined to include, but not be limited to, Twitter, Instagram, Facebook) and through email, newsletters and blogs. The following restriction shall also apply: Licensed Content that is animated or video content may not be displayed on YouTube, Vimeo or other similar video sharing social media websites. 
6. Consumer Engagement Video Collection - terms of use: These products and any content included therein may not be customized or modified by Client. The videos may be accessed by consumers, patients and caregivers through the client’s branded Consumer Health Library. Client may also broadcast the Content on Client’s intranet site and on Client’s internet websites, as indicated on the Ordering Document. Client has permission to use and display the Content on Client’s own hosted or third party hosted social media platforms (defined to include, but not be limited to, Twitter, Instagram, Facebook) and through email, newsletters and blogs. The following restriction shall also apply: Licensed Content that is animated or video content may not be displayed on YouTube, Vimeo or other similar video sharing social media websites. 
7. Health Clips Engagement Video Collection Terms of Use: These products and any content included therein may not be customized or modified by Client. The videos may be accessed by consumers, patients and caregivers through the client’s branded Consumer Health Library. Client may also broadcast the Licensed Content on Client’s intranet site and on Client’s internet websites, as indicated in this Ordering Document. Client has permission to use and display the Licensed Content on Client’s own hosted or third party hosted social media platforms (defined to include, but not be limited to, Twitter, Instagram, Facebook) and through email, newsletters and blogs. The following restriction shall also apply: Licensed Content that is animated or video content may not be displayed on YouTube, Vimeo or other similar video sharing social media websites. 
8. KidsHealth Video Library - terms of use: These products and any content included therein may not be customized or modified by Client. The KidsHealth Video Library may only be accessed by clinicians and patients through the Client’s Krames On FHIR Distribution for Epic as set forth herein. All other forms of distribution, including display of the videos via publicly accessible, non-password protected Internet access is expressly prohibited. 
9. VUCA Health Video Library (license for uses other than as a standalone product) – terms of use: This video library may not be customized or modified by Client. Client may broadcast the Licensed Content on Client’s intranet site and internet websites and its patient portals, as well as by Client’s closed-circuit television system. Client’s clinical users may access the Content through their EHR interface or through Vendor solutions such as Krames content exports, Krames Infobutton, Krames On-Demand and/or Krames On FHIR Distribution and provide the content through video-enabled sheets. 
10. VUCA Health Video Library (license for use as a standalone product) – terms of use: This video library may not be customized or modified by Client. Client may broadcast the Licensed Content on Client’s intranet site and internet websites and its patient portals, as well as by Client’s closed-circuit television system. Client’s clinical users may access the Content through their EHR interface or through Vendor solutions such as Krames content exports, Krames Infobutton, Krames On-Demand and/or Krames On FHIR Distribution and provide the content through video enabled sheets. The video content licensed from the VUCA Health Video Library must bear Vuca Health’s name, copyright and related terms and policies, and be designated as “Brought to you by StayWell.” 
11. SWARM 3D Animation Collection (regardless of level) - terms of use: During the term of the applicable Ordering Document and subject to the terms and conditions of the Agreement, Vendor grants to Client a limited, non-exclusive, non-transferable license, without the right to sublicense, to: (a) use, access and display the Swarm Products (hereinafter, the “Licensed Swarm Content”) selected on the applicable Ordering Document via the method of delivery (hereinafter, “Swarm Delivery Service” or “Swarm Delivery Services”) specified on the applicable Ordering Document; (b) permit its patients, employees, subcontractors and authorized clinical system users to access and use the Licensed Swarm Content via the selected Service in connection with the normal non-commercial activities associated with their use of the selected Content; and (c) use and display only a limited portion of the Content allowed by Vendor and/or it licensors on social media websites and through e-mail and blogs with the intent to drive the viewer to the Client website. The Licensed Swarm Content may only be used to educate about medical conditions, diagnoses, treatments and self-care. Client acknowledges that the license granted herein is solely for usage through the selected Swarm Delivery Service(s) and it does not permit Client to offer the Licensed Swarm Content in any way separate from the selected Swarm Delivery Service(s) identified in the applicable Ordering Document. The Licensed Swarm Content may not be modified and may not be displayed on YouTube or other similar social media websites. 
    1.      THE LICENSED SWARM CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 
    2.      Client expressly acknowledges and agrees that use of Licensed Swarm Content is at Client’s own risk. Vendor does not warrant that the functions contained in the Licensed Swarm Content will meet Client’s requirements or operate in the combination that Client may select for use. Any warranties that by law survive the foregoing disclaimers shall terminate ninety (90) days from the date Client first accesses or uses the Swarm Delivery Service(s). 
    3.      Delivery of the Licensed Swarm Content to Client shall be by the Swarm Delivery Services of Video Streaming or Video Delivery depending on which selected Swarm Delivery Services are identified in the Client’s applicable Ordering Document. 
       1.     If Client has selected video streaming, Client may display the Licensed Swarm Content on its website using only video player technology approved by Vendor or via a link on its website. 
       2.     If Client has selected video delivery, Client may store Licensed Swarm Content on servers or devices under Client or Vendor control, to display the Licensed Swarm Content on the Client’s private narrowcast network of TV screens, video monitors or smart device screens. The Licensed Swarm Content may be displayed on the Client’s intranet and or patient portal site, as long as access to those sites by users requires a login (username and password).
    4.      Client is solely responsible and liable for any and all uploaded Client content (“Uploaded Content”) that Client posts using the Swarm Delivery Services provided with the Licensed Swarm Content. Vendor and/or its licensors do not own and are not responsible for the Uploaded Content. The Client bears full responsibility for archiving the Uploaded Content and sole liability for any lost information or Uploaded Content. Uploaded Content which Vendor and/or its licensors deem harmful, offensive, or otherwise in violation of these terms may be removed. The following are common examples of violations that may result in immediate removal, warning, sanction, account termination, or suspension of the Licensed Swarm Content: 
       1.     Posting any information, software or other materials which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder. 
       2.     Posting any Uploaded Content or data to impersonate other individuals or falsely represent Client’s identity or qualifications, or that constitutes a breach of any individual’s privacy. 
       3.     Posting any Uploaded Content or links to content that is unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, inappropriate or otherwise objectionable information of any kind. 
       4.     Submitting any Uploaded Content or programs that contain viruses, worms and/or Trojan horses or any other computer code, files or programs. 
       5.     Upon expiration or termination of this Agreement, Client shall immediately cease using the Licensed Swarm Content and delete all such Licensed Content in its possession or control. 
    5.      Integration and/or customization services are provided under a separate Statement of Work. 
    6.      Client agrees that Vendor and/or its licensors own all right, title, and interest in and to the Licensed Swarm Content and the Swarm Delivery Services (except for the Client Website), including but not limited to all information, content, software, technology, specifications, text, graphics, databases, code and information available through the Licensed Swarm Content and all copyrights and all other intellectual property rights in and to the foregoing, including all derivative works, enhancements, customizations, modifications or upgrades thereto. Client may not create derivative works based on, incorporating or referencing the Swarm Delivery Services. Except as expressly granted by this Agreement, Client acquires no right, title, or license in the Licensed Swarm Content, the Swarm Delivery Services, or the content or data incorporated therein. 
    7.      Except as expressly permitted by the applicable Ordering Document, Client shall not, and shall not permit any third party to: (i) allow any use of, or access to, in whole or in part, the Licensed Swarm Content or the Swarm Delivery Services; (ii) translate, rent, reproduce, retransmit, store, distribute, sublicense, sell, publish, broadcast or circulate in any medium to anyone any part of the Licensed Swarm Content or the Swarm Delivery Services; (iii) modify, edit, use, adapt, alter or create derivative works from the Licensed Swarm Content or the Swarm Delivery Services, or merge the Licensed Swarm Content or the Swarm Delivery Services or any subpart thereof with other services or software; (iv) incorporate any content contained within the Licensed Swarm Content, or any portion thereof, in any health services or products it creates or sells or use the Licensed Swarm Content or the Swarm Delivery Services, or any portion thereof, to create a competitive product or knowingly allow a third party to do so; or (v) create care guides or protocols which incorporate any portion of the Licensed Content or Services. 
12. KidsHealth Patient Instructions - terms of use: Notwithstanding anything to the contrary in the Agreement, the following terms of use shall govern Client’s use of the KidsHealth Patient Instructions. In the event of a conflict between these terms of use and the terms of the Agreement, these terms of use shall prevail. 
    1.      Client may make KidsHealth Instructions accessible to its clinicians (“Authorized Users”) from within its EHR so that they may edit, print and distribute to patients and their families at point-of-care and/or make available online via a patient-accessible, password-protected EHR (“Client Distribution Channels”). Client may use the KidsHealth Instructions in any or all of the service areas for which it is duly licensed (the “Authorized Service Areas”). Client may permit modification and editing by its Authorized Users prior to distribution. All edits and modifications, including determining Authorized Users, are the sole responsibility of the Client. Client may not display the KidsHealth Instructions online, except through a patient-accessible, password-protected EHR as provided for herein or anywhere other than Client Distribution Channels. 
    2.      Client may customize the KidsHealth Instructions, including editing, parsing, deleting and reorganizing portions of the KidsHealth Instructions. Client shall retain all rights, title and interest in and to modifications made by Client that do not incorporate or contain any confidential or propriety information or any content from the KidsHealth Instructions. Notwithstanding the foregoing, nothing in this Agreement shall be construed to grant Client any right, title or interest in or to any derivative work that includes any portion of the KidsHealth Instructions, together with the modifications made by Client. Client represents that any and all modifications to the KidsHealth Instructions will be performed by trained medical professionals and Client expressly assumes any and all liability related to such modification. Further, Client agrees to indemnify, defend and hold Vendor and Nemours, and their respective shareholders, directors, officers, employees, affiliated companies and agents, harmless from any claim, demand, action, or lawsuit, and all resulting costs, liabilities, damages and expenses, including reasonable attorneys’ fees, to the extent arising as a result of any modifications to or additions of or to the KidsHealth Instructions by Client. 
    3.      Nemours shall retain all rights in and to the KidsHealth Instructions, including, without limitation, all copyright and other intellectual property rights in and to the KidsHealth Instructions. Client acknowledges Nemours’ rights in the KidsHealth Instructions. Client shall not commit, or cause any third party to commit, any act challenging, contesting, or in any way impairing or attempting to impair Nemours’ rights in and to the KidsHealth Instructions. 
    4.      Client represents and warrants that it shall use the KidsHealth Instructions only for the purposes of patient education and to promote children’s health and disease prevention. 
    5.      THE KIDSHEALTH INSTRUCTIONS LICENSED HEREUNDER IS LICENSED “AS IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. CLIENT SHALL USE THE KIDSHEALTH INSTRUCTIONS AT ITS OWN RISK. THE KIDSHEALTH INSTRUCTIONS OFFER GENERAL INFORMATION AND NOT SPECIFIC MEDICAL ADVICE. USERS SHOULD CONTACT THEIR PHYSICIANS FOR MEDICAL ADVICE SPECIFIC TO THEIR CASES. 
    6.      Exclusion from Federal Health Care Programs. Client hereby represents and warrants that it is not presently excluded from participation in any federally funded health care programs, including Medicare and Medicaid. This representation includes all employees of Client. Client hereby agrees to immediately notify Nemours and Vendor if it or any of its employees are excluded from any federally funded health care program, including Medicare and Medicaid. In the event that Client or any of its employees are excluded from participation in any federally funded health care program during the term of the Agreement, or if at any time after the effective date of the Agreement it is determined that Client is in breach of this requirement, Vendor shall, at Nemour’s request, terminate the license to the KidsHealth Instructions as of the effective date of such exclusion or breach. 
13. KidsHealth Condition-Specific Video Library – Terms of Use: These videos contained are only accessible through the Krames on FHIR application integrated into Epic’s Electronic Medical Record (“Epic”). Display of the videos via publicly-accessible, non-password protected Internet access is expressly prohibited. 
14. Krames On FHIR Distribution for Epic terms of use: Client’s patients, members, employees, subcontractors, and/or authorized clinical system users may access Krames On FHIR Distribution for Epic and the Licensed Content therein via Client’s Epic electronic health record system: (1) at the Authorized Site(s) identified on the Ordering Document; (2) for distribution to patients and their families or caregivers at the point of care; and (3) via Patient Portal Integration, if licensed by Client. Additionally, versions of the Content within the Krames On FHIR Distribution for Epic may be accessed by patients via an SMS link provided to the patient through the approved messaging functionality of Krames On FHIR Distribution for Epic. Subject to the terms of the Agreement, Client may modify the Licensed Content via Custom Content Builder or add their own proprietary custom content into the KOF application. A business associate agreement (“BAA”) between Client and Vendor is required prior to the transfer of any Protected Health Information (“PHI”), as that term is defined by the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”); accordingly, the parties shall execute BAA prior to the transfer of any such PHI. To the extent that provisions of the BAA conflict with provisions of the Agreement, the provisions of the BAA shall govern. Client is responsible for compliance with HIPAA and applicable state privacy and security laws applicable to Client’s EHR system, including those governing the access of PHI by Client’s authorized users, and any and all required notices to patients related to Client’s disclosure of PHI to Vendor through KOF. Vendor reserves the right to de-identify PHI and other information gathered in the course of providing the Licensed Content for any lawful purpose. SMS delivery requires Client to obtain a patient’s consent to be contacted by SMS text. Client acknowledges and agrees that the content and purpose of the intended SMS message determines the type of consent necessary, and that subsequent changes in the content and purpose of the SMS message may require Client to obtain a new or different level of consent. Notwithstanding anything in the MSA or the applicable Ordering Document to the contrary, Client represents and warrants that it will obtain the necessary level of consent from each patient prior to utilizing the approved messaging functionality of Krames On FHIR Distribution for Epic with such patient, including subsequently obtaining any heightened level of consent necessitated by Client's decision to use such messaging functionality and shall indemnify and hold harmless Vendor from and against any claims arising from or related to Client's failure to obtain such necessary consent. 
    1.      If Client contracts for implementation assistance in the Ordering Document, such implementation assistance will include Epic-certified consultants building the Client's clinical workflow(s) in the ClinDoc, Ambulatory, and ASAP modules of Epic by creating or modifying the patient education activity or navigator. Clients may select from recommended consultant firms or Client's preferred Epic consultant. The pricing for Krames On FHIR Distribution for Epic set forth in the applicable Ordering Document shall include up to 100 Implementation Assistance hours, in the aggregate, across Client’s clinical workflow(s). 
    2.      Epic Systems Corporation, Vendor’s third-party licensor (“Epic”), requires certain pass-through terms to be included in Vendor’s contracts for the Krames on FHIR Distribution for Epic. These terms are attached to the applicable Ordering Document as an Exhibit, are non-negotiable, and are incorporated herein by reference. Notwithstanding anything to the contrary in the Agreement, the parties agree that the Epic Pass-Through Terms shall govern the use of the Krames On FHIR only and, to the extent that the Epic Pass-Through Terms conflict with any terms set forth in the Agreement, the Epic Pass-Through Terms shall control only with respect to Krames On FHIR. 
15. Patient Portal Integration for Krames on FHIR - terms of use: Client’s patients, members, employees, subcontractors, and/or authorized clinical system users may access Patient Portal Integration for Krames on FHIR through Client’s patient portal associated with their electronic health record system (Epic MyChart). The available education is selected by such users using the Krames On FHIR integration on Client computers physically located within the Authorized Site(s) identified on the applicable Ordering Document, for distribution to patients and their families or caregivers at the point of care. If client has licensed Custom Content Builder under the applicable Ordering Document, subject to the terms of the Agreement and other terms within the applicable Ordering Document, Client may modify the Licensed Content via the Custom Content Builder module or add their own proprietary custom content into the Krames On FHIR application. A business associate agreement (“BAA”) between Client and Vendor is required prior to the transfer of any Protected Health Information (“PHI”), as that term is defined by the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”); accordingly, the parties shall execute BAA prior to the transfer of any such PHI. To the extent that provisions of the BAA conflict with provisions of this Agreement, the provisions of the BAA shall govern. Client is responsible for compliance with HIPAA and applicable state privacy and security laws applicable to Client’s EHR system, including those governing the access of Protected Health Information (“PHI”) by authorized Client users, and any and all required notices to patients related to Client’s disclosure of PHI to Vendor through KOF. Vendor reserves the right to de-identify PHI and other information gathered in the course of providing the Content for any lawful purpose. 
    1.      Client acknowledges and agrees that Health Level 7 International, Inc. (HL7) is the owner of all rights, title and interest in and to the FHIR wordmark and Flame Design mark (each individually, and together, the “FHIR Mark”), and that Vendor’s usage of the FHIR Mark is subject to the terms of a third-party license agreement with HL7. Client may not use or permit any use of the FHIR Mark in any way that would infringe upon the FHIR Mark. 
16. ZYNX LICENSED SOLUTIONS – terms of use: Zynx Health Incorporated (“Zynx”), Vendor’s third-party licensor (“Zynx”), requires Vendor to include certain pass-through terms in its contracts with its clients for Zynx’ offerings. These terms are attached to the Ordering Document in an Exhibit, are non-negotiable, and are incorporated herein by reference. Notwithstanding anything to the contrary in the Agreement, the parties agree that the Zynx Pass-Through Terms shall govern the use of the Zynx Licensed Solutions only, and to the extent that the Zynx Pass-Through Terms conflict with any terms set forth in the Agreement, the Zynx Pass-Through Terms shall control only with respect to Zynx Licensed Solutions. 
17. Direct to Patient Automated Education – terms of Use: Direct to Patient requires Client to obtain a patient’s consent to be contacted by SMS text. Client acknowledges and agrees that the content and purpose of the intended SMS message determines the type of consent necessary, and that subsequent changes in the content and purpose of the SMS message may require Client to obtain a new or different level of consent. Notwithstanding anything in the MSA or this Ordering Document to the contrary, Client represents and warrants that it will obtain the necessary level of consent from each patient prior to utilizing the Direct to Patient tool with such patient, including subsequently obtaining any heightened level of consent necessitated by Client's decision to utilize various aspects of the Direct to Patient product, and shall indemnify and hold harmless Vendor from and against any claims arising from or related to Client's failure to obtain such necessary consent. A business associate agreement between Client and Vendor is required prior to the transfer of any Protected Health Information. 
18. Care Connector Distribution - terms of use: Client’s patients, members, employees, subcontractors, and/or authorized clinical system users may access Care Connector through Client’s member management platform via Client computers physically located within the Authorized Site(s) identified on the Ordering Document, for distribution to members and their families or caregivers as a follow up to a disease or health management coaching encounter. If Client has licensed Custom Content Builder, subject to the terms of the Agreement, Client may modify the Content via the Custom Content Builder module or add their own proprietary custom content into the Care Connector application. A business associate agreement between Client and Vendor is required prior to the transfer of any Protected Health Information. Client is responsible for compliance with HIPAA and applicable state privacy and security laws applicable to Client’s member management platform, including those governing the access of Protected Health Information by authorized Client users, and any and all required notices to members related to Client’s disclosure of PHI to Vendor through Care Connector. 
19. Patient Portal Integration for Care Connector - terms of use: Client’s patients, members, employees, subcontractors, and/or authorized clinical system users may access Patient Portal Integration through Client’s member portal. The available education is selected by the users authorized by Client to access the Licensed Content using the Care Connector integration on Client computers physically located within the Authorized Site(s) identified on the Ordering Document, for distribution to members and their families or caregivers enrolled in a telephonic or on-site care coaching program (lifestyle health, care management or disease management coaching). If Client has licensed Custom Content Builder, subject to the terms of the Agreement, Client may modify the Content via the Custom Content Builder or add their own proprietary custom content into the Care Connector application. A business associate agreement between Client and Vendor is required prior to the transfer of any Protected Health Information. Client is responsible for compliance with HIPAA and applicable state privacy and security laws applicable to Client’s Coaching and/or Member Management system, including those governing the access of Protected Health Information by authorized Client users, and any and all required notices to members related to Client’s disclosure of PHI to Vendor through Care Connector. 
20. StayWell’s Bedside Collection for Epic - terms of use: StayWell’s Bedside Collection for Epic requires a license to the Krames On-Demand (KOD) application for all patient education resources included in the StayWell Bedside collection including HealthSheets, Exit-Writer and video library content, and further requires Epic’s MyChart Beside solution. The Content shall display the following: “This information is not intended as a substitute for professional medical care. Always follow your healthcare professional's instructions. Copyright The StayWell Company, LLC”. 
21. Krames Online (KOL) - terms of use: Client may access Content contained within Krames Online via a link on the website indicated on the Ordering Document. 
22. Content Export Tool - terms of use: The Content Export Tool requires a license to Krames On-Demand. 
23. KOD Infobutton EHR - terms of use: The Krames On Demand (KOD) Infobutton Electronic Health Record (EHR) Requires a license to Krames On-Demand. Client will access the solution via client’s EHR system and/or through the Krames On-Demand Application, on personal computers physically located at the authorized site(s) identified on the Ordering Document, for distribution to patients and their families. 
24. Infobutton for Patient Portal - terms of use: Requires a patient portal behind secure login that supports the HL7 Infobutton Standard. Implementation using encrypted (HTTPS) technology is required. 
25. Go-to-Guides - terms of use: Client may access the Go-to-Guides via a link on the website indicated on the Ordering Document. 
26. Consumer Health Library - terms of use: Client and Client’s end users may access Content contained within CHL via the Authorized Site listed on the Ordering Document. Subject to any product specific restrictions as may be further described herein, Vendor grants to Client the right to modify the Content to meet Client’s specific needs and preferences, including editing, parsing, deleting and reorganizing a portion of the Licensed Content. 
    1.      To the extent disclaimers or terms of use are required to be displayed in connection with the display of Content, including but not limited to Vendor’s copyright footer, Client agrees to prominently display such disclaimers or terms of use on Client’s website in close visual proximity to any display of such Content. 
    2.      Basic integration and/or customization services are provided as set forth in a written delivery plan to be provided to Client thirty (30) days prior to launch. These services may include keyword filters to block certain key words, as provided by Client. Client may compile web traffic reports using Google analytics. Client will provide Vendor with their Google analytics tracking code as a prerequisite to using Google analytics with the Content. Reports may also be provided by Vendor for a separate charge, at Vendor’s standard rates. Following delivery of the CHL, Client may request additional customization or implementation services under a separate Statement of Work, on terms to be mutually agreed upon by the parties. 
    3.      Subject to the restrictions below, and further subject to the product-specific restrictions set forth elsewhere in the applicable Ordering Document: 
       1.     Client has permission to use and display the Content on Client’s own hosted or the following third-party hosted social media platforms: Twitter, Instagram, Facebook, Google and Pinterest. 
       2.     The Client may also share the Content through e-mail and blogs (but only on blogs which have had comments disabled or do not otherwise permit users to comment on the post itself). 
       3.     Clients may print Content for a specific end user and end users may print specific Content for their own personal use. Upon request, Vendor will provide to client a print-ready volume containing all quizzes in the following wellness and health promotion areas - Healthy Weight Maintenance, Smoking cessation (Smoking), Avoid Risky Drinking (Alcohol Abuse), Encouraging Physical Activity (Fitness/Exercise), Healthy Eating (Nutrition), Managing Stress (Stress), and Identifying Depressive Symptoms. 
       4.     Content containing photographic images may be shared as long as the images are embedded within the Content. 
       5.     Existing clients who license HealthSheets may not share the HealthSheets content via social media. 
          1. In addition to any product specific restrictions set forth elsewhere in the applicable Ordering Document, the following general restrictions shall apply: 
             1. Shared Content must be shared via a URL that links the user back to the originating site. 
             2. The shared version of the Content must contain appropriate attribution such as Vendor and third-party copyright notices and disclaimers. 
             3. Third-party content licensed by Vendor may only be shared if expressly allowed by the content provider. 
             4. For example, animation videos may be shared through the “Share” feature in the ViewMedica Video Player. 
             5. However, the Client and end users are prohibited from sharing third-party content on social media sites, email, and blogs. 
             6. Client should review the copyright footer to determine whether the content belongs to Vendor or a third party before sharing. 
             7. Content that is animated or video content may not be displayed on YouTube, Vimeo, or other similar video sharing social media websites that have a revenue-generating channel. This content may be shared in other social media platforms and via email and blogs, as long as such platforms, emails, and blogs do not have a revenue-generating channel. 
             8. Standalone images or photographs may not be displayed on any social media platform. 
                1. Note: This restriction ensures third-party content licensed by Vendor is not shared. 
27. Knowledgebase - terms of use: Client may access Content contained within Knowledgebase via a link on the website indicated on the applicable Ordering Document. Delivery of the Content is through a hosted portal and/or web services. Subject to the terms of the Agreement, Client may modify the Content via the Client Administration Tool by inserting additional content and instructions into the Content. Vendor grants to Client the right to customize the Content to meet Client’s specific needs and preferences via the Client Administration Tool, including editing, parsing, deleting and reorganizing a portion of the Content. Subject to the terms of the Agreement, Client shall retain all rights, title and interest in and to any additional information or modifications made by Client that do not incorporate or contain any confidential or proprietary information of Vendor or any Content. To the extent disclaimers or terms of use are required to be displayed in connection with the display of Content, Client agrees to prominently display such disclaimers or terms of use on Client’s website in close visual proximity to any display of Licensed Content. 
    1.     Basic integration and/or customization services are provided under a delivery plan. These services may include keyword filters to block certain key words, provided by the Client. In the event that such services under the plan are not completed within sixty (60) days of the start date of the Term of the applicable Ordering Document and as a result of failure of Client to provide their deliverables or complete their tasks in accordance with the timeframes, performance schedule and/or milestones agreed to in the plan, Vendor shall deliver a generic version of the Product to Client sixty (60) days after such Term Start date. Client may compile web traffic reports, using Google analytics. Client will provide Vendor with their google analytics tracking code as a prerequisite to using Google analytics with the Content. Reports may also be provided by Vendor for a separate charge, at Vendor’s standard rates. Following delivery of the Product, Client may request additional customization or implementation services under a separate Statement of Work, on terms to be mutually agreed upon by the parties. 
28. Interactive Tools - terms of use: Client may access Content contained within Interactive Tools via a link on the website indicated on the applicable Ordering Document. To the extent disclaimers or terms of use are required to be displayed in connection with the display of Content; Client agrees to prominently display such disclaimers or terms of use on Client’s Website in close visual proximity to any display of Content. 
    1.      Basic integration and/or customization services are provided under a delivery plan. These services may include keyword filters to block certain key words, provided by the Client. In the event that such services under the plan are not completed within sixty (60) days of the start date of the Term of the applicable Ordering Document and as a result of failure of Client to provide their deliverables or complete their tasks in accordance with the timeframes, performance schedule and/or milestones agreed to in the plan, Vendor shall deliver a generic version of the Product to Client sixty (60) days after such start date. Following delivery of the Product, Client may request additional customization or implementation services under a separate Statement of Work, on terms to be mutually agreed upon by the parties. 
29. Centers of Excellence - terms of use: Client may access Content contained within Centers of Excellence via a link on the website indicated on the applicable Ordering Document. To the extent disclaimers or terms of use are required to be displayed in connection with the display of Content; Client agrees to prominently display such disclaimers or terms of use on Client’s website in close visual proximity to any display of Licensed Content. 
    1. Basic integration and/or customization services are provided under a delivery plan. These services may include keyword filters to block certain key words, provided by the Client. In the event that such services under the plan are not completed within sixty (60) days of the start date of the Term of the applicable Ordering Document and as a result of failure of Client to provide their deliverables or complete their tasks in accordance with the timeframes, performance schedule and/or milestones agreed to in the plan, Vendor shall deliver a generic version of the Product to Client sixty (60) days after such start date. Client may compile web traffic reports, using google analytics. Client will provide Vendor with their Google analytics tracking code as a prerequisite to using Google analytics with the Licensed Content. Reports may also be provided by Vendor for a separate charge, at Vendor’s standard rates. Following delivery of the Product, Client may request additional customization or implementation services under a separate Statement of Work, on terms to be mutually agreed upon by the parties. 
30. Health Evaluators – terms of use: During the term of the applicable Ordering Document, Client may make the Health Evaluator tool available to consumers on the “authorized site” website listed thereon. Subject to the terms of the Agreement, the Results and contact information provided by consumers that have opted in to being contacted by Client (the “Data”) will be owned by the Client. Consumer responses to evaluator questions and all information gathered by Vendor from consumers that do not opt in to be contacted by Client, will be owned by Vendor. In no event will individual consumer responses to the evaluator questions be provided to Client, however Vendor may provide Client with aggregate, de-identified reports derived from consumer responses, in a manner that does not identify individual consumers. Upon termination or expiration of the applicable Ordering Document, Client shall cease all use of the Health Evaluator tool and shall remove it from its website. If Client is a covered entity under HIPAA, a business associate agreement between Client and Vendor is required. Client is responsible for compliance with all applicable federal and state laws, rules and regulations with regard to its use and disclosure of the Data. Notwithstanding anything in the Agreement to the contrary, Client will indemnify and hold Vendor harmless from and against any third party claims, to the extent arising as a result of Client’s failure to comply with applicable laws with regard to its use and disclosure of the Data. 
31. Symptom Checker - terms of use: The following terms shall also apply to the purchase of Symptom Checker: 
    1.      Client receives a worldwide non-exclusive nontransferable license to use the content in a website or portal. This license does not include the right to reproduce, distribute or copy any portion of the content except to the extent reasonably necessary for Client to utilize the content in Client’s website or portal. Any authorized or unauthorized copy of any portion of the Content made by Client shall remain the property of Vendor or its licensors and shall include all copyright or trade secret notices of Vendor or its licensors set forth thereon or therein, or provided by Vendor or its licensor. Client is prohibited from sublicensing or distributing any rights to the content. 
    2.      Subject to the terms of the Agreement, a cumulative total of up to 1 hour of integration and customization services are included. Such services will entail Vendor will partnering with Self Care Decisions and Client to address: 
       1.     color palette (primary and secondary colors) and logo 
       2.     css modification of visual elements (font, existing rules on website re line spacing, margins, corners, etc.) 
       3.     mapping of fulfillment options to self-triage dispositions (end points) 
    3.      Maintenance updates to the customized symptom checker are limited to 1 annual review and 1 hour of customization services. Maintenance is initiated by the Client and includes updates to the customization services above. 
    4.      Any services requested beyond the above will be subject to an additional fee, to be negotiated by the parties. 
    5.      The following disclaimer must be included on any portal or website through which the content is displayed by Client: 
       1.     “DISCLAIMER: The information contained in these topics is not intended nor implied to be a substitute for professional medical advice, it is provided for educational purposes only. You assume full responsibility for how you choose to use this information. 
          
          Always seek the advice of your physician or other qualified healthcare provider before starting any new treatment or discontinuing an existing treatment. Talk with your healthcare provider about any questions you may have regarding a medical condition. Nothing contained in these topics is intended to be used for medical diagnosis or treatment. 
          
          Not a Substitute -The information and materials in Symptom Checker should not be used as a substitute for the care and knowledge that your physician can provide to you. 
          
          Supplement - The information and materials presented here In Symptom Checker is meant to supplement the information that you obtain from your physician. If there is a disagreement between the Information presented herein and what your physician has told you -- it is more likely that your physician is correct. He or she has the benefit of knowing your medical problems. 
          
          Limitations - You should recognize that the information and materials presented here in Symptom Checker have the following limitations, in comparison to being examined by your own physician: 
               You can have a conversation with your doctor. 
               Your doctor can perform a physical examination and any necessary tests. 
               You could have an underlying medical problem that requires a physician to detect. 
               If you're taking medications, they could Influence how you experience various symptoms. 
               If you think that you are having a medical emergency, call 911 or the number for the local emergency ambulance service NOW! 
               And when in doubt, call your doctor NOW or go to the closest emergency department. 
               By using this website, you accept the information provided herein "AS IS." Neither Vendor nor the providers of the information contained herein will have any liability to you arising out of your use of the information contained herein or make any express or implied warranty regarding the accuracy, content, completeness, reliability, or efficacy of the information contained within this website.” 
       2.      Client may not make substantive changes to the content without Vendor’s prior written approval. Client may private label the content, however prominent credit must be given to Dr. Schmitt as the author. 
       3.      Client shall not remove or destroy copyright notices, other confidentiality legends, or proprietary markings placed upon or contained within the content, and shall copy the same in full on any copies of the content Client may make. 
       4.      Client agrees not to make new decision support protocols, care guides or derivative health information content based upon information set forth in the content, either during the term or following the expiration or termination of the Agreement, without the prior written consent of Vendor’ or its licensor. 
       5.      Vendor does not warrant or guarantee the accuracy, safety, efficacy, or completeness of any of the content. Vendor believes that the content is as up-to-date as is reasonably possible at the time of publication, and is reviewed and updated yearly by the authors. The content has been reviewed for accuracy, but it is not, and cannot be perfect. Therefore Vendor and other third party authors, publishers and distributors, disclaim responsibility for any harmful consequence, loss, injury or damage associated with the use and application of information or advice contained in the content. Any person, institution or organization using the content assumes full responsibility for acts or omissions arising out of their use or misuse. 
       6.      Client assumes responsibility for the selection of the Content to achieve its intended results, and for the use and the results obtained from the Content, including without limitation provision of advice, direction, information, health reference information or materials to Client’s customers or third parties. 
32. Allscripts Professional - Krames On-Demand® (KOD) Infobutton for Allscripts Professional HER – terms of use: Client may access the Product via Client’s Allscripts Professional EHR system or through the Krames On-Demand Application, on personal computers physically located at the authorized site(s) identified on the Ordering Document, for distribution to patients and their families. 
33. Patient Education Videos for Allscripts Professional EHR – terms of use: Requires Krames On-Demand® (KOD) Infobutton for Allscripts Professional EHR. This product and any content included therein may not be customized or modified by Client. Client may access the videos on personal computers physically located at the authorized site(s) identified in the Ordering Document, through the Krames On-Demand Application or through Krames On-Demand Infobutton for Allscripts EHR, for distribution to patients and their families. 
34. Custom Content Builder (CCB) for Allscripts Professional EHR – terms of use: Requires Krames On-Demand® Infobutton for Allscripts Professional EHR. Subject to the terms of the Agreement, Client may modify the Licensed Content via the Custom Content Builder module by inserting additional content and instructions into the Licensed Content. 
35. Allscripts TouchWorks - Krames On-Demand® (KOD) Infobutton for Allscripts TouchWorks HER – terms of use: Client may access the Product via Client’s Allscripts TouchWorks EHR system or through the Krames On-Demand Application, on personal computers physically located at the authorized site(s) identified on the Ordering Document, for distribution to patients and their families. 
36. Patient Education Videos for Allscripts TouchWorks HER – terms of use: Requires Krames On-Demand® (KOD) Infobutton for Allscripts TouchWorks EHR. This product and any content included therein may not be customized or modified by Client. Client may access the videos on personal computers physically located at the authorized site(s) identified in the Ordering Document, through the Krames On-Demand Application or through Krames On-Demand Infobutton for Allscripts EHR, for distribution to patients and their families. 
37. Custom Content Builder (CCB) for Allscripts TouchWorks HER -terms of use: Requires Krames On-Demand® Infobutton for Allscripts TouchWorks EHR. Subject to the terms of the Agreement, Client may modify the Content via the Custom Content Builder module by inserting additional content and instructions into the Licensed Content. 
38. Exit-Writer® for Allscripts TouchWorks EHR – terms of use: Requires Krames On-Demand® Infobutton for Allscripts TouchWorks EHR. Client may access the Product via Client’s Allscripts TouchWorks EHR system or through the Krames On-Demand Application, on personal computers physically located at the authorized site(s) identified on the Ordering Document, for distribution to patients and their families. 
39. Allscripts Sunrise - Krames On-Demand® (KOD) Infobutton for Allscripts Sunrise EHR – terms of use: Client may access the Product via Client’s Allscripts Sunrise EHR system or through the Krames On-Demand Application, on personal computers physically located at the authorized site(s) identified on the Ordering Document, for distribution to patients and their families. 
40. Patient Education Videos for Allscripts Sunrise EHR – terms of use: Requires Krames On-Demand® (KOD) Infobutton for Allscripts Sunrise EHR. This product and any content included therein may not be customized or modified by Client. Client may access the videos on personal computers physically located at the authorized site(s) identified in the Ordering Document, through the Krames On-Demand Application or through Krames On-Demand Infobutton for Allscripts EHR, for distribution to patients and their families. 
41. Custom Content Builder (CCB) for Allscripts Sunrise EHR – terms of use: Requires Krames On-Demand® Infobutton for Allscripts Sunrise EHR. Subject to the terms of the Agreement, Client may modify the Licensed Content via the Custom Content Builder module by inserting additional content and instructions into the Licensed Content. 
42. Exit-Writer® for Allscripts Sunrise EHR – terms of use: Requires Krames On-Demand® Infobutton for Allscripts Sunrise EHR. Client may access the Product via Client’s Allscripts Sunrise EHR system or through the Krames On-Demand Application, on personal computers physically located at the authorized site(s) identified on the Ordering Document, for distribution to patients and their families. 
43. Acute, Chronic & Surgical Care HealthClips Collection – terms of use: this collection is only available via Healthclips online and FTP delivery. 
44. Ambulatory & Outpatient Care HealthClips Collection – terms of use: this collection is only available via Healthclips online and FTP delivery. 
45. Behavioral Health HealthClips Collection – terms of use: this collection is only available via Healthclips online and FTP delivery. 
46. Cardiology Service Line HealthClips Collection – terms of use: this collection is only available via Healthclips online and FTP delivery. 
47. Lifestyle HealthClips HealthClips Collection – terms of use: this collection is only available via Healthclips online and FTP delivery. 
48. Oncology Service Line HealthClips Collection – terms of use: this collection is only available via Healthclips online and FTP delivery. 
49. Orthopedic Service Line HealthClips Collection – terms of use: this collection is only available via Healthclips online and FTP delivery. 
50. Pediatrics HealthClips Collection – terms of use: this collection is only available via Healthclips online and FTP delivery. 
51. Women’s & Infants HealthClips Collection – terms of use: this collection is only available via Healthclips online and FTP delivery. 
52. Bundoo Program Sales – terms of use: additional terms of use shall be set forth in the Exhibit attached to the relevant Ordering Document. 
53. Bundoo Content Licensing – terms of use: additional terms and conditions regarding Client’s license to Bundoo content shall be set forth in the Exhibit attached to the relevant Ordering Document. 
54. Patient Engagement Tablets – terms of use: additional terms and conditions regarding Client’s use of the Patient Engagement Tablets shall be set forth in the Exhibit attached to the relevant Ordering Document. 
55. Health Nuts Media – terms of use: Client may not reformat, alter, edit or repurpose the videos without the prior written consent of Vendor. Client acknowledges and agrees (1) that the distribution of encoded videos is subject to the ongoing approval of Vendor’s third-party licensor, and that such third party may disapprove or withdraw consent for the distribution of such video if such third-party licensor deems, in good faith and in the exercise of its commercially reasonable discretion, that the quality is such that distribution would injure, tarnish, disparage or in any way damage such third-party vendor’s image, reputation, or rights in the video and (2) that Vendor shall have no liability to Client in the event of such disapproval or withdrawal by such third-party licensor. Client agrees that all right, title, and interest in and to the Health Nuts Media videos shall remain with Vendor’s third-party licensor and agrees that it shall not alter or remove the credits or such third-party licensor’s copyright notices or other means of identification or disclaimers that may appear within the Health Nuts videos. Client further agrees to undertake commercially reasonable efforts to protect the Health Nuts videos from unauthorized consumption and/or copying. 
56. HEALTHCLIPS – terms of use: 
    1.      Access: Notwithstanding anything in the Agreement to the contrary, access to Healthclips content is granted at unlimited points of care and at home via HealthClips Online at www.healthclips.com with Client’s 5-digit passcode or via Custom URL. 
    2.     Advertising: 
       1.     Vendor may include within Healthclips advertisements that are appropriate for its audiences, consistent with its reputation and ethical standards. To ensure that such advertising is appropriate, all commercials and advertisements running on our platforms are reviewed and approved by our external Review Board. 
       2.     Advertising-free versions of Healthclips are available. Hospitals have the ability to change service level with 90-day notice at any time for a fee. 
    3.      Previews: Previews of the Healthclips videos are available at http://healthclips.thewellnessnetwork.net 
57. Channel Delivery/WebMD TV – terms of use: 
    1.      Definitions. In addition to the definitions contained elsewhere within the body of the Agreement, the following definitions apply to Channel Delivery: 
       1.     “Content” as used herein shall be further limited to the programs and information provided within each Programming Channel. 
       2.     “Programming Channel” means each channel identified on the applicable Ordering Document for which Client purchases a subscription from Vendor in order to receive the Content. 
       3.     “Receiving Equipment” means the equipment provided to Client by Vendor to project each Programming Channel on Client’s in-house closed-circuit television system. 
    2.      Programming Channels. This Agreement provides Client with a subscription to the following Programming Channel(s): 
    3.      Receiving Equipment. Vendor shall deliver and install the Receiving Equipment at Client’s facility within the continental United States at a location designated by Client that is suitable for the Receiving Equipment. The Receiving Equipment will support each Programming Channel within a range of 2 through 78 or 95 through 99 (“Channel Range”). Prior to installation of the Receiving Equipment, Client shall select a specific location for each Programming Channel for delivery within the Channel Range. Client shall ensure that each Programming Channel operates consistently on the specific location identified within the Channel Range. If Client alters the originally selected television channel location for delivery of a Programming Channel, and such location is used for any content other than a Programming Channel, Client shall pay all costs associated with returning such Programming Channel to within the Channel Range using the original Receiving Equipment or the costs of installing additional Receiving Equipment to deliver such Programming Channel outside of the Channel Range. 
       1.     Vendor retains all right, title and interest in and to the Receiving Equipment and will maintain liability insurance on it at all times. Client shall immediately notify Vendor if any of the Receiving Equipment is stolen or damaged, or if Client identifies a service disruption of any kind. If the Receiving Equipment fails or if Client fails to receive a Programming Channel for any reason, Client shall notify Vendor within two (2) business days. Following its receipt of Client’s notice, Vendor shall make reasonable efforts to repair or replacement the Receiving Equipment. Provided that (1) Client has given Vendor the notice required above, (2) such repairs or replacements are not due to the negligence or more culpable conduct of Client, its employees, or subcontractors, and (3) the failure to receive a Programming Channel is not due to a reason for which Client is required to provide indemnification to Vendor under this Agreement, such repairs or replacements will be done at Vendor’s expense Locations outside the Continental United States will be serviced remotely. 
       2.     If Client fails to timely notify Vendor, Vendor shall have no obligations with respect to the Receiving Equipment, and Client shall be responsible for the costs of repairing or replacing the Receiving Equipment. Further, if Client fails to notify Vendor of any service disruption within two (2) business days, Client will not be eligible for any credit or refund related to any service requiring the Receiving Equipment. Along with its notice, Client shall provide Vendor with a copy of any internal or external incident report generated by, or shared with Client, describing the time and nature of the incident. Upon termination of the services which require the use of Receiving Equipment, Client shall return the Receiving Equipment to Vendor. 
    4.      Additional Client Obligations. 
       1.     Documentary/Notice obligations 
          1.    Upon Vendor’s request, Client shall complete any pre-installation documents provided to Client. 
             1.   Client shall provide the following completed documents to Vendor: (i) Vendor’s Network Contact Information Sheet, and (ii) Vendor’s-Installation Survey 
          2.    Upon Vendor’s request, Client shall certify to Vendor, no more than once every six (6) months during the term of the applicable Ordering Document or other such document under which the Programming Channels are provided, that each Programming Channel and the Content broadcast therein, has been available to patients as required by this agreement during such time. This certification may be done via email confirmation or other means approved by Vendor. 
          3.    Client shall notify Vendor immediately if the specific location for the delivery of a Programming Channel within the Channel Range is reassigned, interrupted or terminated during the term of this Agreement. 
       2.     On-site Obligations 
          1.    Client shall provide Vendor with a DHCP protocol, Ethernet access via port 9795 to the Internet for Vendor’s receiver decoder. 
          2.    Upon Vendor’s request, Client provide Vendor or its agents with access to Client’s premises for the purpose of conducting a technical assessment and site survey. 
          3.    Client shall provide clean television channels within the Channel Range as directed by Vendor to receive each Programming Channel and the Content contained therein. 
          4.    Client shall provide a clean, dust-free, humidity and temperature controlled (with a temperature - no more than 85 degrees Fahrenheit but no less than 55 degrees Fahrenheit) environment for the installation and operation of the Receiving Equipment. Following installation, Client shall not relocate the Receiving Equipment without the express written consent of Vendor. If Client requires relocation of the Receiving Equipment following its initial installation, Client shall pay all fees charged by Vendor; 
          5.    Client shall provide Vendor or its subcontractors or agents with access to Client’s premises for the purpose of installing or repairing the Receiving Equipment. 
          6.    Client shall provide adequate rack-space for the Receiving Equipment; 
          7.    Client shall provide a single cable to connect Client’s cable head-end or master antenna system to the Receiving Equipment, as applicable. 
          8.    Client shall display Content on its Programming Channel and make each Programming Channel available for patient viewing on all of Client’s in-house closed-circuit televisions that are viewable by patients, twenty-four (24) hours a day, three hundred sixty-five (365) days a year, to ensure Client’s patients have access to the appropriate Content. Client shall not reassign, interrupt or terminate: (i) the feed of the Content to a Programming Channel; or (ii) the availability of a Programming Channel in patient rooms, except in the event of a technical failure beyond Client’s control, an emergency at Client’s specific location, or upon termination of this agreement. If Client receives Vendor’s Newborn Channel, then Client’s display obligation of the Newborn Channel is limited to Client’s maternity department patient rooms. 
          9.    Client shall not disturb or tamper with the Receiving Equipment. 
          10.    Client shall undertake best efforts to ensure that the Receiving Equipment is not stolen or damaged. 
          11.    Client shall be responsible for the loss of or any damage to the Receiving Equipment. 
       3.     Indemnification. Client shall indemnify and save Vendor harmless against any costs, losses or damages Vendor incurs as a result of damage to the Receiving Equipment or otherwise resulting from Client’s negligence or willful misconduct or that of Client’s agents or employees. 
    5.     Ownership of the Programming Channel content. Any of the Content appearing on the Programming Channel provided as part of this Agreement is protected by copyright and shall remain the property of Vendor and or its licensees. The Programming Channel is provided to Client on a non-exclusive basis and may be used only on the Receiving Equipment in the manner specified herein. Vendor hereby grants Client a non-exclusive, non-transferable, limited license to include the Programming Channel content in the Client’s in-house closed-circuit television channel as set forth in this Agreement. Client shall not edit, delete or distribute to any third party (other than to patients within the Authorized Site) the Content or advertising contained within the Programming Channel. 
    6.     Installation and Fees. Unless otherwise mutually agreed to by the parties, Vendor shall make reasonable efforts to install the Receiving Equipment at the identified Authorized Site within ninety (90) days of the effective date of the applicable Ordering Document under which the Programming Channels are being provided. Timely installation of Receiving Equipment will depend on Client’s reasonable cooperation with Vendor. Vendor may conduct a site survey at each Authorized Site that will receive a Programming Channel. Vendor shall itemize any additional charges for installation, labor, or Receiving Equipment prior to installation. Client shall provide Vendor with written approval of any such installation charges within fifteen (15) days of its receipt of Vendor’s estimate and prior to Vendor’s installation of the Receiving Equipment. If Client does not provide such consent, Vendor may terminate portion of the Ordering Document relating without further obligation to Client. 
    7.     If Vendor or its authorized installer damages any Client property during the installation, Vendor or such authorized installer shall make the necessary repairs at Vendor’s expense. 
    8.     Posted schedules, program formats, and content are subject to change at Vendor’s discretion without prior notice. 
58. Logicare and/or e.Track – terms of use: Client’s license to Logicare and/or e.Track is subject to the Logicare/e.Track Exhibit attached to the applicable Ordering Document. 
59. Limited Custom or Full Custom versions of Channels – terms of use: 
    1.      When contracting for Limited Custom or Full Custom versions of any channel, the description of such shall include any additional restrictions on Client’s use of and ability to customize such channel. 
    2.      Customized Marketing Materials. Vendor will provide a customized version of its standard print program schedule. The customized version of this schedule will include: the client’s original program titles, a custom logo, the name for each facility, and the correct channel. Vendor will provide program schedules to Client in quantities requested by Hospital, not to exceed six (6) times each the total number of hospital beds per quarter. 
60. Custom Video Production – terms of use: 
    1.      Client responsibilities: Client will be responsible for scheduling of video production in their facility with collaboration with Vendor, video subjects, obtain and provide all necessary permits or permissions to shoot inside departments, and conduct pre-production meetings with Vendor or its subcontractors via web call or in-person if appropriate. 
    2.      Vendor responsibilities: Vendor or its subcontractors shall, with respect to the Client, provide to Client the managed services or project management services described in this Agreement, such managed services include scripting, concepts, and content creation if necessary, and provide production elements which result in the creation of video products between Client and Vendor, as set forth herein. 
    3.      Communications: Client will utilize, when possible, all means of providing a marketing project manager or contact to keep the project moving along toward completion and without unnecessary delays and finished within a reasonable and responsible period of time. the terms governing custom video production shall be set forth in the Ordering Document or an Exhibit attached thereto. 
    4.      Exhibit. Additional terms may be set forth on an Exhibit attached to the Ordering Document
61.  HealthInteractive - terms of use: During the term of the Ordering Document, Client receives a worldwide non-exclusive nontransferable license to use the provided URL for the HealthInteractive bundle, which client may make available to consumers on the applicable Authorized Site website listed on the Ordering Document
62. IntegratED for CRM – terms of use:
    1.      Notwithstanding anything in the Agreement to the contrary, Client’s employees, subcontractors, and/or authorized system users may only access IntegratED Standard Delivery and Content therein through the Client’s customer relationship management (CRM) platform via personal computers physically located within the Authorized Site(s) identified on the Ordering Documents via (a) Salesforce Lightning Web Component or (b) in Client’s CRM instance. All such use shall only be by client’s authorized users for distribution to patients, members, and their families. Content shall display all appropriate copyright notices and disclaimers. To the extent that Client licenses Custom Content Builder, Client may modify the Content via Custom Content Builder or use Custom Content Builder to add their own proprietary custom content, in each case, for access in IntegratED for CRM.
    2.      A business associate agreement (“BAA”) between Client and Vendor is required prior to the transfer of any Protected Health Information (“PHI”), as that term is defined by the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”); the parties shall execute a BAA prior to the transfer of any such PHI. Client is responsible for compliance with HIPAA and applicable state privacy and security laws applicable to Client’s CRM system, including those governing the access of PHI by Client’s authorized users, and any and all required notices to patients related to Client’s disclosure of PHI to Vendor through IntegratED for CRM.

PATIENT ENGAGEMENT/MEDIA/ADVERTISING/WEBSITE CREATION 

63. COD 10 and/or DXE - terms of use: When contracting for COD 10 and/or DXE, the terms of this section and those of Section 65 (“Professional Services”) shall apply to such respective COD 10 and/or DXE Service. 
    1.      Project Plan: As part of the Service, Vendor will develop a Client-specific project plan to be delivered following execution of an Ordering Document (each a “Project Plan”). Upon execution of such Project Plan by the Parties, the Project Plan shall automatically become an addendum to the Ordering Document and shall become binding upon the parties and subject to the terms of the Agreement. 
    2.      Client’s Obligations: Access to and use of the COD 10 and/or DXE Service requires Keys provided by Vendor. 
    3.      Service Availability: The Service shall be available in accordance with the WebMD Ignite Platform Performance SLA, the terms of which may be changed or modified by Vendor in its sole discretion and upon notice to Client. 
    4.      License: Vendor grants Client a nonexclusive, non-transferable, right and license, without the right to sublicense, for the number of Authorized Users indicated in the Ordering Document to access and use the Service for Client’s internal business purposes only. 
    5.      Additional Content. To the extent Vendor’s patient education content or products is included as part of a Service, the applicable restrictions set forth above with regard to such shall apply to such content and products. If Ebix (one of Vendor’s third-party licensors) content is included as part of a Service in an Ordering Document, such content shall be subject to the Adam Content terms and conditions as applicable. 
    6.      Sensitive Data and Covered Functions: Client acknowledges and agrees that forms created using the Service do not provide for the secure transmission or storage of data and that Vendor accepts no responsibility for any content entered into such forms. Client shall not use the Service to collect or store or add fields to forms that permit the collection or storage of sensitive or confidential information, including without limitation PHI, patient data, social security numbers, or credit card numbers. Client accepts all responsibility for content, transmission, or storage related to such forms. The following functions of the Service shall be subject to the terms of the BAA, and Client shall not use the Service to exchange PHI outside of such functions: (a) Appointment Request as provided via the Provider Directory Healthcare Content App; and (b) Event Registration as provided via the Events Management Healthcare Content App. 
64. Customer Relationship Management (“CRM”), WebMD Ignite Growth Platform, and/or Data-as-a-Service (“DaaS”) – terms of use: When contracting for the CRM, WebMD Ignite Growth Platform, or DaaS service, such services shall also be governed by the terms of this section, as well as the terms of section 65 (“Professional Services”). 
    1.      Client’s Obligations: Access to and use of the CRM/MPE/DaaS Service requires a Key provided by Vendor. 
    2.      Service Availability: The CRM/MPE/DaaS Service shall be available in accordance with the WebMD Ignite Platform Performance SLA the terms of which may be changed or modified by Vendor in its sole discretion and upon notice to Client. 
    3.      Ownership and License: Vendor grants Client a non-exclusive, non-transferable, right and license, without the right to sublicense, for the number of Authorized Users indicated in the Ordering Document to access and use the Service during the Term for Client’s internal business purposes only. Vendor owns and retains all right, title and interest in any work product or reports developed as a result of the Service (“Service Output”). Subject to the terms and conditions of the Agreement, including all applicable restrictions in the API Service Additional Terms set forth in Section 39 related to the use of a Vendor API or by Client, Vendor grants Client a limited, non- sublicensable, non-exclusive license to access and use the Service Output in connection with Client’s authorized use of the Service or other services licensed by Client from Vendor. 
    4.      Support Services provided by Vendor: Vendor will provide support services for the Service in accordance with its standard support offerings ordered in the applicable Ordering Document, provided that all fees due under this Agreement have been paid. Such support services will only be provided to the number of Authorized Users with administrator rights; Client will identify to Vendor the names of such administrators to whom Vendor will supply the support. Client’s administrators may be changed by Client upon reasonable notice to Vendor. The Parties acknowledge and agree that Vendor will have no obligation to provide support to Client with respect to use of the Service other than according to the terms of this Agreement. 
    5.      Provision of Support to Authorized Users by Client: Other than as required from Vendor under Section 65.4 above, Client will provide all maintenance and technical support services as may be required by its Authorized Users, with respect to provision of access to, and use of, the Service. 
    6.      Implementation Plan; Access Term: Client understands that, before access to the Service can be provided to Client, the Service may require supplementation, modification or configuration. Vendor’s systems may also require preparation in order to make access available for Client’s Service customizations. 
    7.      Representations and Warranties: Vendor represents and warrants that the Service, as made available by Vendor, includes or is otherwise configured to support multi-factor authentication. Client represents and warrants that: (a) to the extent Client implements the Service’s native authentication that it will enable and utilize multi-factor authentication; or (b) to the extent Client implements its own single sign on authentication in conjunction with the Service, that its own authentication utilizes multi-factor authentication. 
    8.      Use of Epsilon Data. Client’s use of Epsilon data is limited to the use cases as set forth in the Epsilon Data Exhibit. 
    9.      Deletion of Epsilon Data upon Termination. Upon termination, Client shall (i) discontinue using all Vendor Marketing Materials which consist of data from Epsilon Data Management, LLC (“Epsilon Data”); (ii) within thirty (30) days after termination, destroy all Epsilon Data and provide Vendor with a certification that such destruction is complete. Nothing herein will require Client to discontinue using any individual’s contact information provided as part of the Epsilon Data if such individual responds to a Client campaign and such contact information becomes part of Client’s housefile. 
65. Healthtools – terms of use: Additional Terms. Notwithstanding anything in the agreement to the contrary, when contracting for Healthtools, the terms of this Section 63, as well as the terms of section 65 (“Professional Services”) shall apply to Healthtools and any Professional Services related thereto. The Service also includes access to the Healthtools Platform as well as certain reports made available through the platform (“Reports”). 
    1.      Client Obligations. Access to and use of Healthtools requires a Key as provided by Vendor. 
    2.      Service Availability: The Service may be changed or modified by Vendor in its sole discretion and upon notice to Client. 
    3.      License: Vendor grants Client a nonexclusive, non-transferable, right and license, without the right to sublicense, for the number of Authorized Users indicated in the Ordering Document to access and use the Service for Client’s internal business purposes only. Vendor further grants Client a nonexclusive, non-transferable, right and license, without the right to sublicense, to access and use the Reports for marketing purposes on one (1) Client-branded website for each Included Hospital identified in an Ordering Document and each specified subcategory (as agreed in an applicable Ordering Document). Vendor owns and retains all right, title and interest in any work product or Reports developed as a result of the Service. 
66. Outsourced Call Center Service – terms of use: When contracting for an Outsourced Call Center, the terms of this section, as well of section 65 (“Professional Services”) shall apply only to Outsourced Call Center Service. 
    1.      Client’s Obligations: Client shall install a single dedicated telephone line and communications database and pay expenses associated with such dedicated telephone line. If Client includes the Service as part of its physician referral service, Client shall be responsible for determining the criteria that physicians must satisfy in order to participate in the physician referral service and providing a list of such physicians to Vendor. Client may update its referral service criteria from time to time upon notice to Vendor. Client shall establish its criteria in accordance with Sections 1128B and 1128D of the Social Security Act, 42 USC 1320a-7d and concerning certain “Anti-Kickback” laws. Client shall provide to Vendor any disclosures required to be given to callers. Client shall identify contact people available to Vendor related to its program supported by the Service (“Program”). Client shall provide assistance with the transfer of appropriate phone calls to Vendor as necessary in support of the Program. Client shall give notice, including all pertinent information, to Vendor at least two (2) weeks in advance of the implementation date of any updates to the Program. Updates or modifications to the Program by Client may result in additional fees to be reasonably determined by Vendor. Client may incur additional fees as reasonably determined by Vendor in the event that Client fails or is unable to give the required advance notice of updates or modifications to the Program and Client hereby agrees to pay all such additional fees. 
    2.      Vendor’s Obligations: Vendor shall provide reasonable assistance in establishing a single dedicated telephone line and communications database to be used in connection with the Service. Vendor shall employ trained personnel who shall be on duty during agreed upon hours of operation to operate the Service. Vendor shall staff the call center with a reasonably appropriate number of call center personnel to handle call volume as agreed. Vendor shall perform the Service according to Industry Standard. Vendor shall make proper disclosures to all callers in compliance with Sections 1128B and 1128D of the Social Security Act, 42 USC 1320a-7d and concerning certain “Anti-Kickback” laws using disclosures provided by Client. To the extent Client does not provide disclosures to Vendor and such disclosures are required under Sections 1128B and 1128D of the Social Security Act, 42 USC 1320a-7d, Vendor will utilize its own disclosures which Client shall be deemed to have approved. 
    3.      Authorization: Client hereby authorizes Vendor to use and update the Client Materials provided to Vendor as necessary to perform the Service. Vendor will provide the Service and related telemarketing services on behalf of the Client. Client authorizes Vendor to contact patients and potential patients as necessary by telephone in order to perform the Service and related telemarketing services, including performing call recording, tracking and/or scoring. The provision of Service and related telemarketing services on Client’s behalf may require that Client be registered with the National Do Not Call Registry (the "Registry"). If Client is registered, Client agrees to provide Vendor with its account information. If Client is not already registered with the Registry, Client agrees to either (i) promptly register or (ii) permit Vendor, at Client’s request, to create and manage Client’s Registry account on Client’s behalf. There may be nominal fees for registration, which Vendor may pass through to Client. 
    4.      Ownership and Grant of License: Vendor grants Client a nonexclusive non-exclusive, non-transferable, right and license, without the right to sublicense to access and use the Service for Client’s internal business purposes only. Vendor owns and retains all right, title and interest in any work product or reports developed as a result of the Service (“Service Output”). Subject to the terms and conditions of this Agreement, Vendor grants Client a limited, non-sublicensable, non-exclusive license to access and use the Service Output in connection with Client’s authorized use of the Service or other services licensed by Client from Vendor. 
67. Professional Services – terms of use: The terms of this section apply only to Professional Services and Client’s use of any Service Outputs (as defined herein). 
    1.      Ownership and Grant of License: In addition to any other applicable ownership rights set forth herein, except as specifically granted in this Agreement, Vendor owns and retains all right, title and interest in any work product developed as a result of the Service (“Service Output”). Subject to the terms and conditions of this Agreement, Vendor grants Client a limited, non-sublicensable, non-exclusive license to access and use the Service Output in connection with Client’s authorized use of other services licensed by Client in connection with the Service herein or, to the extent not performed in support of any other Vendor service, for Client’s internal business purposes. 
    2.      Expenses: In addition to the Fees, Client shall pay all out of pocket expenses incurred by Vendor in its performance hereunder. Upon the reasonable request of Client, Vendor shall provide documentation related to such expenses. 
68. Eloqua – terms of use: 
    1.      Client agrees that it may not, and may not cause or permit others to: (use the Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rigs; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking or availability testing of the Services; (c) perform or disclose any performance or vulnerability testing of the Services without Vendor and its third-party licensor’s prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Services; or (d) use the Services to perform cyber currency or crypto currency mining ((a) through (d) collectively, the “Acceptable Use Policy”). Vendor and its third-party licensor have the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include removing or disabling access to material that violates the policy. 
    2.      Client agrees that it may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services (including data structures or similar materials provided by programs); (b) access or use the Services to build or support, directly or indirectly, products or services competitive to Vendor or its third-party licensors; or (d) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as permitted by the Agreement. 
69. Salesforce.com Connector – terms of use: The Salesforce.com Connector is for the express purpose of connecting to a singular Salesforce organization and is configured for Client’s specific organization and may not be duplicated, extended, or edited to fit another Salesforce instance. The Salesforce.com Connector is bound by the current functionality available according to the product’s general availability. Client shall provide an informed and experienced Client administrator to guide Vendor team during implementation with respect to any required changes regarding standard data object mapping; Vendor shall not be held responsible for any delays in implementation resulting from Client’s failure or delay in providing such an administrator, nor for delays resulting from such administrator’s failure to timely respond to Vendor inquiries. Client shall maintain the mastered person values and other data provided by Vendor and shall be responsible for any Client changes, merges, or overrides to the applicable fields; Client agrees that it shall properly test any changes to its Salesforce organization against the Salesforce.com Connector to ensure that no errors occur. If Client includes matching logic to help reduce duplication in its system, such data matching shall not result in any loss or change to existing WebMD Ignite healthcare IDs. Vendor shall not be responsible for any coherence in data or reporting after any such aforementioned change, merge, de-duplication, or override. Once data has entered Client’s Salesforce organization, it is Client’s responsibility to monitor and resolve errors of data within the Salesforce organization itself. The Salesforce.com Connector architecture does not support integrations with any marketing automation platforms other than Salesforce Marketing Cloud. 
70. Salesforce Marketing Cloud Connector – terms of use: The Salesforce Marketing Cloud Connector is for the express purpose of connecting to a singular marketing cloud instance (or child business unit) and is configured for Client’s specific organization and shall not be duplicated, extended, or edited to fit another marketing cloud instance. The Salesforce Marketing Cloud Connector is bound by the current functionality available according to the product’s general availability. Client agrees to provide Vendor with input to permit the mapping of Vendor-supplied data to align with Vendor’s product needs and Salesforce best practices. Client shall provide an informed and experienced Client administrator to guide Vendor team during implementation with respect to any required changes regarding standard data object mapping; Vendor shall not be held responsible for any delays in implementation resulting from Client’s failure or delay in providing such an administrator, nor for delays resulting from such administrator’s failure to timely respond to Vendor inquiries. Further, as Salesforce Marketing Cloud is a Client-owned system that can be changed at any time by resources who are not Vendor, Vendor does not guarantee backwards compatibility with other Client code, nor functioning in the future based on changes made by the Client. Accordingly, any upgrades, maintenance, or changes to this connector are solely the responsibility of the client and must ensure compatibility with Vendor’s connector and configurations. Client shall maintain the mastered person values, integration keys, and other data provided by Vendor and shall be responsible for any Client changes, merges, or overrides to the applicable fields; Client agrees that it shall properly test any changes to its Salesforce organization against the Salesforce Marketing Cloud Connector to ensure that no errors occur. Vendor shall not be responsible for any coherence in data or reporting after any such aforementioned change, merge, de-duplication, or override. Vendor’s installation and configuration of the Salesforce Marketing Cloud Connector does not extend to marketing best-practices that extend outside the usage of the Vendor’s product, unless otherwise agreed to within Client’s Ordering Document. Client agrees that it may be required to obtain and use the most recent version of the connector in order to maintain or improve functionality of the application. 
    1.      Combination with Salesforce.com Connector. If Client is using Marketing Cloud in conjunction with Vendor’s Salesforce.com connector, Client agrees to maintain the Marketing Cloud Connector to ensure proper mapping. 
    2.      Decommissions: Upon termination or expiration of the applicable Ordering Document, Vendor will reclaim any data and non-custom code in Client’s organization via a package. If Client has built any workflows dependent on Vendor’s package, Client shall be responsible for removing said dependencies and re-mapping data in a timely manner that facilitates uninstallation. 
71. Unified Lead Management – terms of use: 
    1.      Client’s Obligations: Access to and use of the Unified Lead Management Services requires a Key provided by Vendor. 
    2.      License: Vendor grants Client a nonexclusive, non-transferable, right and license, without the right to sublicense, for the number of Authorized Users indicated in the Ordering Document to access and use the Service for Client’s internal business purposes only. 
72. Formstack - terms of use: Formstack is provided by a third-party vendor, and Client’s use of the Formstack service shall be governed by Formstack’s click-through terms and conditions. 
73. WebMD Media – terms of use: When contracting for WebMD Media, notwithstanding anything in the Agreement to the contrary, the WebMD Media Services shall be governed by the terms contained in the AAAA/IAB STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS VERSION 3.0 (the “Standard Terms and Conditions”) with “New York” added in Section XIV(d) (governing law and venue). 
74. Medscape Media – terms of use: When contracting for Medscape Media, notwithstanding anything in the Agreement to the contrary, the Medscape Media Services shall be governed by the terms contained in the AAAA/IAB STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS VERSION 3.0 (the “Standard Terms and Conditions”) with “New York” added in Section XIV(d) (governing law and venue), as well as the terms of any Exhibit (including any User Level Reporting or Target List Exhibit) attached to, included in, or otherwise made part of the applicable Insertion Order. 
75. CARE FINDER – terms of use: When contracting for Care Finder, the Care Finder services shall be provided in accordance with, and subject to, (a) the terms set forth in the Care Finder Exhibit attached to the applicable Ordering Document or (b) any other terms negotiated by the Parties. 
76. READ (institutional license to content) – terms of use: Vendor will make the Client Materials available to Client’s users, in Read, via integration with the Client’s authentication systems, during the Term, subject to the terms of this Agreement. Client will: maintain during the Term, all necessary rights and licenses to the Client Materials for the purposes of allowing Vendor to include the Client Materials in Read and allowing Client’s users to access the Client Materials utilizing Read; and not engage in any act that would violate, or cause Vendor to violate, any applicable laws (including but not limited to copyright laws) or the terms of any of the Client’s agreements with its third-party providers. Client grants to end users of the Read Service a license to access and use the Client Materials and any content or services linked from the Client Materials. 
77. READ (advertising) – terms of use: The READ service shall be subject to the terms of an Insertion Order between the Parties. 
78. CALCULATE – terms of use: The CALCULATE calculators shall be made available to Client subject to the terms of an Insertion Order between the Parties.
79. BrandSafe Analytics – terms of use: 
    1.      Vendor as Agent. In performing the services hereunder, the Parties agree that Vendor shall be deemed an agent of Client when implementing and maintaining the BrandSafe Analytics product and solely for that purpose. Client shall provide Vendor with instructions on the settings that Client wishes to implement therein. The BrandSafe Analytics product will not be launched by Vendor until Client has confirmed the settings that it wishes to implement and instructs Vendor to launch the product. 
    2.      Client acting directly. In addition to the implementation and maintenance services provided by Vendor, Client will also be provided with direct access to the third-party product that is made part of the BrandSafe Analytics offering. To the extent that Client or any of its employees access the third-party offering directly, such access shall be subject to the third-party vendor’s terms of service available at https://www.freshpaint.io/terms , as well as to any privacy policies or other terms that such third-party vendor may require (all such terms and policies, “Third-Party Terms”). 
    3.      Client liability; Indemnification. Notwithstanding anything in the Agreement to the contrary, Client bears all risk and liability with respect to (1) the settings that Client elects to implement within the product, whether such settings are communicated to Vendor for implementation or are directly implemented by Client, as well as (2) Client’s delay in authorizing Vendor to launch the product. Accordingly, Client shall, at its sole cost and expense, indemnify and hold Vendor and its officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, losses, damages, judgments, costs and expenses (including attorneys’ fees and expenses), arising out of a third party claim related to: (i) any settings that Client elects to implement within the product; (ii) Client’s delay in authorizing Vendor to launch the product, (iii) the acts or omissions of Client; and (iv) Client’s use of the product, including any use (a) in contravention of any law, (b) in a manner not otherwise permitted hereunder, or (b) not permitted by the Third-Party Terms. 
    4.      Non-severability of services from Product. The Parties agree that the implementation and maintenance services provided hereunder are an integral part of the BrandSafe Analytics offering and that they may not be severed from the product offering itself; any attempt to cancel the implementation and maintenance services shall also require a cancellation of the license to the BrandSafe Analytics product itself. 
    5.      Business Associate Agreement. The Parties agree that the BrandSafe Analytics product offering will involve the exchange of protected health information (“PHI”), as that term is defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations promulgated thereunder, as amended (collectively, “HIPAA”) and shall enter into a Business Associate Agreement prior to the exchange, collection, or use of any PHI. 
80. HealthAdvisor– terms of use: 
    1.      Client may make the HealthAdvisor tool available to consumers: 
       1.     If listed on the Ordering Document, on the client’s website. 
       2.     Through Client’s own consumer outreach programs such as email, direct mail or other promotion. 
       3.     Via integration into another product licensed from Vendor such as HealthHub, CHL, or through a Vendor-provided marketing campaign; when such Vendor-provided marketing campaign is an “EDGE” campaign, Client shall have no direct access to the HealthAdvisor tool. 
    2.      All information including questions, responses, Results and contact information provided by consumers that have opted in to being contacted by Client (the “Data”) shall be owned by the Client; the Vendor retains the right to use the Data for the purpose of including such Data in its benchmark analyses and predictive modeling. 
    3.      Upon termination or expiration of the applicable Ordering Document, Client shall cease all use of the HealthAdvisor tool and shall remove it from its website and all promotional activities. 
    4.      If Client is a covered entity under HIPAA, a business associate agreement between Client and Vendor is required. Client is responsible for compliance with all applicable federal and state laws, rules and regulations with regard to its use and disclosure of the Data. Notwithstanding anything in the Agreement to the contrary, Client will indemnify and hold Vendor harmless from and against any third party claims, to the extent arising as a result of Client’s failure to comply with applicable laws with regard to its use and disclosure of the Data. 
81. Except as otherwise set forth herein, if Client requests that Vendor provide Data to a third party, Vendor shall have no liability with respect to such Data once it has been provided to such third party.