BY CLICKING “I ACCEPT” OR BY OTHERWISE ACCESSING OR USING THE SERVICES PROVIDED OR OTHERWISE MADE AVAILABLE BY DECIPHER HEALTHCARE, INC. (“DECIPHER HEALTHCARE”), YOU (“CUSTOMER” OR “YOU”) AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR ACCESS TO OR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING DECIPHER HEALTHCARE’S PRIVACY POLICY (AVAILABLE AT [( www.decipherhealthcare.com/privacypolicy )]) (TOGETHER, THIS “AGREEMENT”). IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, CUSTOMER DOES NOT HAVE DECIPHER HEALTHCARE’S PERMISSION TO ACCESS OR USE THE SERVICES. CUSTOMER’S USE OF THE SERVICES, AND DECIPHER HEALTHCARE’S MAKING AVAILABLE THE SERVICES TO CUSTOMER, CONSTITUTES AN AGREEMENT BY DECIPHER HEALTHCARE AND BY CUSTOMER TO BE BOUND BY THIS AGREEMENT. THE EFFECTIVE DATE OF THIS AGREEMENT IS THE DATE THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE SERVICES (“EFFECTIVE DATE”). If Customer is an entity, organization, or company, then: (a) the individual accepting this Agreement on Customer’s behalf represents and warrants that they have authority to bind Customer to this Agreement; (b) Customer agrees to be bound by this Agreement; and (c) the terms “Customer” and “you” shall refer to such entity.

Services Overview. Decipher Healthcare provides an AI-powered agent and hosted business management solution (the “Services”). Users can submit tasks, prompts, or other inputs (“Tasks”) and the Services generate responsive outputs, including information and documents (“Outputs”) using artificial intelligence and integrations with third-party applications used by Customer.

Definitions

2.1. “Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.

2.2. “Customer Data” means any data, files, documents, text, images, information, or other materials that: (a) Customer (including its users) submits to the Services, including from Third-Party Platforms, or is otherwise provided by or on behalf of Customer to Decipher Healthcare in connection with the Services, including as Tasks; and (b) is processed by Decipher Healthcare to provide the Services to Customer. For clarity, Customer Data includes any Outputs the Service generates in response to Tasks submitted by Customer.

2.3. “Documentation” means Decipher Healthcare-provided user documentation, in all forms, relating to the Services (e.g., user manuals, online help files).

2.4. “LLM” means any third party or Decipher Healthcare language learning model that are used by Decipher Healthcare to provide the Services and generate the Outputs.

2.5. “Permitted Users” means Customer’s employees and agents who are expressly authorized by Customer to use the Services.

2.6. “Third-Party Platform” means any third-party platform, website, add-on, service, or product not provided by Decipher Healthcare that Customer elects to integrate or enable for use with the Services, including any LLM.

2.7. “Usage Data” means information generated from the use of the Services, which data does not identify Customer’s users, any other natural human persons, or Customer, such as templates, technical logs, data, and learnings about Customer’s use of the Services, but excluding any identifiable Customer Data.

Use of the Services

3.1. Use of the Services. Subject to the terms and conditions of this Agreement, Decipher Healthcare grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 11.3 (Assignability)) right during the term of this Agreement to use the Services by the Permitted Users solely in connection with Customer’s internal business operations. As part of the Services, Decipher Healthcare may make certain downloadable code (including extensions, plug-ins, or similar code) available to Customer (“Extension”). Subject to Customer’s compliance with the terms and conditions of this Agreement, Decipher Healthcare grants you a non- exclusive, worldwide, non-transferable, non-sublicensable license to install and use one object code copy of the Extension associated with the Services on a device that Customer owns or controls.

3.2. Use of the Documentation. Subject to the terms and conditions of this Agreement, Decipher Healthcare grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 11.3 (Assignability)) license, without right of sublicense, during the term of this Agreement to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with use of the Services in accordance with this Agreement.

3.3. Support Services. Decipher Healthcare will make commercially reasonable efforts to provide support to Customer in connection with its use of the Services. Customer may contact Decipher Healthcare at hello@decipherhealthcare.com if Customer experiences any issue with respect to the Services. Except as expressly stated in this Agreement, Decipher Healthcare is under no obligation to support or maintain the Services or to provide any updates, upgrades, or other technical support to Customer with respect to the Services or Customer’s Customer Data.

3.4. Use Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize third parties to: (a) rent, lease, or otherwise permit third parties to use the Services or Documentation; (b) transmit any viruses or other harmful materials to the Services; (c) take any action that risks harm to others or to the security, availability, or integrity of the Services; (d) modify or create derivative works of the Services or Documentation or copy any element of the Services or Documentation; (e) use the Services to develop a competitive service; or (f) circumvent or disable any security or other technological features or measures of the Services.

3.5. Compliance with Laws. Customer will use the Services and Documentation in compliance with all applicable laws and regulations, and refrain from any unethical conduct or any other conduct that tends to damage the reputation of Decipher Healthcare or the Services.

3.6. Protection against Unauthorized Use. Customer will use its best efforts to prevent any unauthorized use of the Services and Documentation and immediately notify Decipher Healthcare in writing of any unauthorized use that comes to Customer’s attention. If there is unauthorized use by anyone who obtained access to the Services directly or indirectly through Customer, Customer will take all steps reasonably necessary to terminate the unauthorized use. Customer will cooperate and assist with any actions taken by Decipher Healthcare to prevent or terminate unauthorized use of the Services or Documentation.

3.7. Reservation of Rights. Decipher Healthcare grants to Customer a limited right to use the Services and Documentation under this Agreement. Customer will not have any rights to the Services or Documentation except as expressly granted in this Agreement. Decipher Healthcare reserves to itself all rights to the Services and Documentation not expressly granted to Customer in accordance with this Agreement.

Customer Data

4.1. Use of Customer Data. Customer grants Decipher Healthcare a non-exclusive, worldwide license (with the right to sublicense to Third-Party Platforms and LLMs) to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data to: (a) provide, improve, and enhance the Services; (b) derive or generate Usage Data; (c) create and compile Aggregated Data; and (d) as otherwise required by applicable law or as agreed to in writing between the parties. For clarity, by using the Services, you hereby grant a license to Decipher Healthcare to transfer, transmit, distribute, or otherwise make available Customer Data to LLMs and, as applicable, the providers of such LLMs, in accordance with this Agreement.

4.2. Usage Data; Aggregated Data. Decipher Healthcare may collect, generate, access, use, disclose, transmit, store, host, or otherwise process Usage Data and Aggregated Data for any legally permitted purpose, such as to: (a) track use of Services; (b) provide support for Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) improve Services and its other products and services, including the algorithms, models, and other content available on or through the Services; and (f) develop new products and services. Customer will not interfere with the collection of Usage Data.

4.3. Feedback. If Customer provides Decipher Healthcare with recommendations, suggestions, or other feedback relating to the Services, or any other Decipher Healthcare products or services (“Feedback”), Customer hereby grants Decipher Healthcare an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to freely use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback in any manner and for any purpose, including to improve the Services and to commercialize the Feedback in any Decipher Healthcare product, technology, service, specification, or other documentation. Decipher Healthcare will have no obligation to provide Customer with attribution or compensation for any Feedback provided to Decipher Healthcare.

4.4. Third-Party Platforms. Decipher Healthcare may make available one or more integrations through the Services that enable Customer to import or export information to or from Customer’s account on a Third-Party Platform, including through integrations with the entities that are listed on our website, as may be updated by Decipher Healthcare from time to time. Decipher Healthcare may enable Customer to import or export such information, including Customer Data, by linking Customer’s account on the Services with an account on the Third-Party Platform. If Customer directs Decipher Healthcare to transmit data to, or receive data from, a Third-Party Platform on Customer’s behalf (including by enabling the applicable integration in the settings of the Services), then Customer authorizes Decipher Healthcare to collect, access, use, disclose, transfer, transmit, store, or otherwise process (“Process”) any such data (including Customer Data) in connection with the applicable integration, in a manner consistent with the functionality of the Services requested by Customer and the permissions granted to Decipher Healthcare by the relevant integration (which Processing may include performing queries on the data held by the Third-Party Platform). Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. Decipher Healthcare does not control and has no liability for any Third-Party Platform, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms, including any LLMs, or their providers, use Customer Data or Customer’s Tasks.

4.5. LLMs; Outputs.

Decipher Healthcare uses LLMs to provide the Services and generate the Output. Before using the Services, Customer should review and ensure it complies with the acceptable use policies of the LLMs, including the LLMs and applicable policies, which Decipher Healthcare will make available to Customer upon Customer’s request. Customer is responsible for its compliance with such policies, and Decipher Healthcare has no responsibility for any interruptions to the Services caused by Customer’s violation of such policies. Decipher Healthcare may suspend or terminate Customer’s use of all or part of the Services if Decipher Healthcare becomes aware that Customer is violating any such policy. Customer acknowledges and agrees that Decipher Healthcare is not responsible for any output, content, or other materials generated or produced by the LLMs. Outputs are generated through machine learning processes and are not tested, verified, endorsed, or guaranteed to be accurate, complete, or current by Decipher Healthcare. Customer should independently review and verify all Outputs as to appropriateness for any or all Customer use cases or applications.

4.6. Customer Obligations. By enabling an integration with a Third-Party Platform on the Services, Customer represents and warrants that Customer has the necessary licenses, rights, consents, and permissions to authorize Decipher Healthcare to access Customer’s Customer Data on such Third-Party Platform and exercise the licenses granted by Customer in this Agreement in the manner contemplated by Decipher Healthcare, the Services, and this Agreement. Customer will be responsible for enabling Decipher Healthcare to access and use each item of Customer Data, including to the extent they are stored on a Third-Party Platform. Customer retains responsibility for its contractual obligations with respect to Customer Data, including Decipher Healthcare’s access to the materials on a Third-Party Platform. Customer is responsible for its Customer Data, including its content and accuracy. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Decipher Healthcare to process and use the Customer Data as set forth in this Agreement without violating or infringing applicable laws, third-party rights, or terms or policies that apply to the Customer Data.

Fees and Payment

5.1. Fees
Fees for the Services will be identified by Decipher Healthcare at the time that Customer orders or signs up for the Services (“Fees”). Before paying any fees, Customer will have an opportunity to review and accept the Fees that Customer will be charged. Unless Decipher Healthcare has specified otherwise, all Fees will be paid in US dollars. Any payment of Fees not made within 30 days from the date of the invoice will be considered a late payment, except that if Customer pays the overdue amount within a grace period of 10 days after the invoice due date, Customer will not be deemed to have breached this Agreement. All late payments will be subject to a service charge of 1.5% per month or the maximum amount allowed by law, whichever is less, and Customer will also be responsible for Fees or charges that are incidental to any chargeback or collection of any unpaid amount, including any collection Fees. All Fees and other expenses are non-refundable. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Customer’s orders, whether domestic or foreign, other than Decipher Healthcare’s income tax (“Taxes”). Fees are exclusive of all Taxes.

5.2. Authorization
Customer authorizes Decipher Healthcare to charge all sums for the orders that Customer makes and any level of Services that Customer selects as described in this Agreement or published by Decipher Healthcare, including all applicable Taxes, to the payment method specified in Customer’s account. If Customer pays any Fees with a credit card, then Decipher Healthcare may seek pre-authorization of Customer’s credit card account prior to Customer’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover the purchase. If Customer’s payment method is no longer valid at the time a renewal Fee is due, then Decipher Healthcare reserves the right to delete Customer’s account and any information or Customer Data associated with such account without any liability to Customer. In order to process payments, Decipher Healthcare uses Stripe, a third-party payment processor. Customer’s payments will be processed by Stripe (https://stripe.com/) and are subject to Stripe’s privacy policy at (https://link.com/privacy) and their terms of service at (https://stripe.com/legal/consumer).5.3. Pricing
Decipher Healthcare reserves the right to determine pricing for the Services. Decipher Healthcare will make current pricing information for the Services available to Customer in advance of Customer’s order, and may change pricing for any renewal term of any order or for any new order at any time. Decipher Healthcare may make promotional offers with different features and different pricing to any of Decipher Healthcare’s other customers. These promotional offers, unless made to Customer, will not apply to Customer.5.4. Renewal Fees
Fees for Renewal Terms (as defined below) are at Decipher Healthcare’s then-current Fees at the time of such renewal regardless of any discounted pricing in a prior subscription or promotional offers previously extended to Customer.

5.5. Free Trials
Decipher Healthcare may offer limited access to the Services for free (a “Free Trial”). During a Free Trial, certain features of the Services may not be available and Customer may only be permitted to submit a set number of Tasks before the Free Trial expires. The number of permitted Tasks during the Free Trial and any other limitations on Customer’s use of the Services during the Free Trial will be communicated when Customer first accesses the Free Trial. Unless Decipher Healthcare has specified otherwise, the Free Trial will begin on the date that Customer first accesses the Free Trial and ends when Customer has used all of the permitted Tasks. When the Free Trial ends, Customer may lose access to any Customer Data that Customer (or its users) submits to the Services during the Free Trial.NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DECIPHER HEALTHCARE PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR FREE TRIALS, AND DECIPHER HEALTHCARE’S LIABILITY FOR TRIALS WILL NOT EXCEED US $50.00.

Term and Termination

6.1. Term
The term of this Agreement commences on the Effective Date, will continue for an initial term equal to the duration of the subscription purchased by Customer upon sign-up (the “Initial Term”), and will thereafter automatically renew for successive periods of equal length to the Initial Term (each, a “Renewal Term”), unless earlier terminated as expressly set forth in this Agreement (collectively, the “Term”). Either party may terminate this Agreement by providing written notice to the other party 30 days prior to the date of any such automatic renewal.

6.2. Termination for Material Breach
If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days' prior written notice, provided that the matters set forth in such notice are not cured to the terminating party’s reasonable satisfaction within the 30-day period. For clarity, any failure by Customer to timely pay to Decipher Healthcare any amounts owing under this Agreement will constitute a material breach of this Agreement. If Customer fails to timely pay any Fees, Decipher Healthcare may, without limitation to any of its other rights or remedies, suspend Customer’s access to the Services until it receives all amounts due.

6.3. Post-Termination Obligations
If this Agreement is terminated for any reason:
(a) Customer will pay to Decipher Healthcare any Fees, compensation, or other amounts that have accrued prior to the effective date of the termination; and
(b) any and all liabilities accrued prior to the effective date of the termination will survive.

The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 4.2 (Usage Data; Aggregated Data), 4.3 (Feedback), 6.3 (Post-Termination Obligations), 7.2 (Disclaimer), 9 (Limitation of Liability), 10 (Confidentiality), and 11 (General Terms).

Decipher Healthcare may continue to access and use Customer Data for 90 days following expiration or termination of this Agreement for the purpose of compiling and creating Aggregated Data and deriving or generating Usage Data. It is Customer’s sole responsibility to save copies of Customer Data prior to any expiration or termination of this Agreement. Decipher Healthcare has no obligation to make available to Customer copies of Customer Data upon expiration or termination of this Agreement. Promptly following the end of the 90-day period, Decipher Healthcare will delete or return all Customer Data, including all copies, whether in physical or electronic format, except as required by law to be retained.

Warranties and Disclaimer

7.1. Mutual Warranties.
Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

7.2. Disclaimer.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 7 (WARRANTIES AND DISCLAIMER), DECIPHER HEALTHCARE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. DECIPHER HEALTHCARE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. DECIPHER HEALTHCARE DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES. DECIPHER HEALTHCARE IS NOT LIABLE FOR ERRORS, OMISSIONS, OR MISTAKES IN CUSTOMER DATA OR CUSTOMER’S USE OF ANY OUTPUT PROVIDED BY THE SERVICES AND ANY ERRORS, OMISSIONS, OR INACCURACIES IN SUCH INFORMATION. DECIPHER HEALTHCARE DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. DECIPHER HEALTHCARE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE CUSTOMER’S USE OF THE SERVICES.

Indemnification

8.1. Indemnification by Decipher Healthcare.
Decipher Healthcare will defend Customer from and against any third-party claim to the extent alleging that a Service as operated by Decipher Healthcare, when used by Customer as permitted under this Agreement infringes or misappropriates a third-party’s U.S. patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by Decipher Healthcare resulting from the claim. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Decipher Healthcare determines necessary to avoid material liability, Decipher Healthcare may at its option: (a) procure rights for Customer’s continued use of the Services; (b) replace or modify the allegedly infringing portion of the Services to avoid infringement or misappropriation without reducing the Service’s overall functionality; or (c) terminate the Agreement and refund to Customer any pre-paid, unused fees for the terminated portion of the Term. Decipher Healthcare’s obligations in this Section 8.1 (Indemnification by Decipher Healthcare) do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of Services or use of Services in combination with items not provided by Decipher Healthcare (including Third-Party Platforms); (b) to infringement resulting from Services other than the most recent release; (c) to unauthorized use of Services; (d) if Customer settles or makes any admissions about a claim without Decipher Healthcare’s prior consent; or (e) to free or evaluation use of the Services.

8.2. Indemnification by Customer.
Customer will defend Decipher Healthcare from any actual or threatened third-party claim arising out of or based upon Customer’s use of the Services, Customer's breach of any of the provisions of this Agreement, or Customer’s dispute with any Third-Party Platform (including any LLM). Customer will indemnify Decipher Healthcare against: (a) all damages, costs, and attorneys’ fees finally awarded against Decipher Healthcare in any proceeding under this Section 8.2 (Indemnification by Customer); (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Decipher Healthcare in connection with the defense of such proceeding (other than attorneys’ fees and costs incurred without Customer’s consent after Customer has accepted defense of such claim); and (c) if any proceeding arising under this Section 8.2 (Indemnification by Customer) is settled, Customer will pay any amounts to any third party agreed to by Customer in settlement of any such claims.

8.3. Procedure.
The indemnifying party’s obligations in this Section 8 (Indemnification) are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when Decipher Healthcare is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

8.4. Exclusive Remedy.
This Section 8 (Indemnification) sets out Customer’s exclusive remedy and Decipher Healthcare’s entire liability regarding infringement or misappropriation of third-party intellectual property rights.

Limitations of Liability

9.1. Disclaimer of Indirect Damages.
EXCEPT FOR BREACHES OF SECTION 10 (CONFIDENTIALITY), BREACHES OF SECTION 3.4 (USE RESTRICTIONS), OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.2 (INDEMNIFICATION BY CUSTOMER), NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF SUCH PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

9.2. Cap on Liability.
EXCEPT FOR BREACHES OF SECTION 10 (CONFIDENTIALITY), BREACHES OF SECTION 3.4 (USE RESTRICTIONS), OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.2 (INDEMNIFICATION BY CUSTOMER), NEITHER PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO DECIPHER HEALTHCARE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).

9.3. Independent Allocations of Risk.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY DECIPHER HEALTHCARE TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 (LIMITATIONS OF LIABILITY) WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

Confidentiality

10.1. Definition.
“Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party. Usage Data and Aggregated Data are the Confidential Information of Decipher Healthcare.

10.2. Restricted Use and Nondisclosure.
During and after the term of this Agreement, each party will: (a) use the other party’s Confidential Information only to fulfill its obligations and exercise its rights under this Agreement; (b) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.

10.3. Required Disclosure.
If either party is required by law to disclose the Confidential Information or the terms of this Agreement, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.

10.4. Return of Materials.
Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.

General Terms

11.1. Modification.
Decipher Healthcare may revise this Agreement from time to time with notice to Customer (email or posting on Decipher Healthcare’s website being sufficient). Revisions will be effective immediately except that, for existing users, material revisions will be effective upon the start of Customer’s next Renewal Term. We may require that Customer accept the revised Agreement in order to continue to use the Services. If you do not agree to the revised Agreement, then you should discontinue your use of the Services. Except as expressly permitted in this Section 11.1 (Modification), this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement.

11.2. Relationship.
Decipher Healthcare will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of this Agreement. This Agreement will not be interpreted or construed as: (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting Decipher Healthcare’s performance of any services for any third party or the provision of products to any third party. Customer must not represent to anyone that Customer is an agent of Decipher Healthcare or is otherwise authorized to bind or commit Decipher Healthcare in any way without Decipher Healthcare’s prior authorization.

11.3. Assignability.
Decipher Healthcare may assign this Agreement and all rights granted under this Agreement at any time without notice or consent. Customer may not assign its right, duties, or obligations under this Agreement without Decipher Healthcare’s prior written consent. If consent is given, this Agreement will bind Customer’s successors and assigns. Any attempt by Customer to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.

11.4. Subcontractors.
Decipher Healthcare may utilize a subcontractor or other third party to perform its duties under this Agreement so long as Decipher Healthcare remains responsible for all of its obligations under this Agreement.

11.5. Reference.
Subject to Section 10 (Confidentiality), Customer hereby grants Decipher Healthcare a right to use Customer’s name and logo on Decipher Healthcare’s website and in marketing and advertising materials, subject to compliance with Customer’s brand guidelines or other specifications regarding logo usage.

11.6. Notices.
The Services are offered by Decipher Healthcare, Inc., located at 12819 SE 38th St Suite 285 Decipher, Bellevue, Washington 98006. Customer may contact Decipher Healthcare by sending correspondence to that address or by emailing Decipher Healthcare at hello@decipherhealthcare.com. Decipher Healthcare may send all notices to Customer at the email or other contact information provided by Customer when signing up for the Services.

11.7. Force Majeure.
Decipher Healthcare will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Decipher Healthcare’s reasonable control, so long as Decipher Healthcare uses commercially reasonable efforts to avoid or remove such causes of non-performance.

11.8. Governing Law.
This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Washington, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in King County, Washington in connection with any action arising out of or in connection with this Agreement.

11.9. Commencing Legal Action.
An action for breach of this Agreement or any other action otherwise arising out of this Agreement must be commenced within one year from the date the right, claim, demand, or cause of action first occurs or be barred forever.

11.10. Waiver.
The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.

11.11. Severability.
If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Services under this Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use the Services will immediately terminate.

11.12. Entire Agreement.
This Agreement is the final and complete expression of the agreement between these parties regarding Customer’s use of the Services. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Decipher Healthcare has any authority to bind Decipher Healthcare with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement.

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