GUSI Enterprise Platform Terms and Conditions

These Enterprise Terms and Conditions are incorporated into an Enterprise Order Form (an “Order”) by and between Global Ultrasound Institute, Inc. (“GUSI”), and the client listed on the applicable Enterprise Order Form (“Client”). These Enterprise Terms and Conditions together with an Enterprise Order Form is referred to herein as the “Agreement”.

1. Provision of the Platform Services.

The Platform Services. Subject to the terms and conditions of this Agreement, GUSI shall provide to Client GUSI’s platform services including, but not limited to, those generally known as ScanHub and The Essentials Courses, the scope of such provision which shall be determined according to an effective Enterprise Order Form or the selections made by Client when completing the subscription process through GUSI’s website (collectively, and according to such scope, the “Platform Services”).
Consulting and Ancillary Services. From time to time, Client and GUSI may execute one or more addendums that describe certain consulting and ancillary services to be performed by GUSI (as executed, an “Addendum”). Each Addendum will expressly refer to this Agreement, will form a part of this Agreement, and will be subject to the terms and conditions contained herein.

2. Accounts; Verification to Use Platform Services.

GUSI shall create an account for Client to use the Platform Services (an “Account”) and shall issue to Client certain credentials related thereto (“Account Credentials”). Client is responsible for maintaining the confidentiality of all Account Credentials and for ensuring that Account Credentials are used only by individuals that are employees or independent contractors of Client who use the Platform Services for Client’s internal business operations only (“End Users”). Client is solely responsible for any and all usage of the Platform Services or activities resulting from access to the Platform Services through the use of Client’s Account Credentials whether or not such usage or activities are performed by an End User. Client will, and will direct its End Users to comply with GUSI’s Acceptable Use Policy located on GUSI’s website (“AUP”).

3. Modifications.

GUSI may make commercially reasonable updates to the Platform Services from time to time. GUSI will inform Client if GUSI makes a material change to the Platform Services that has a material impact on Client’s use of the Platform Services and, in such case, Section 9(e) shall apply.

4. Client Obligations.

Compliance. Client will (a) ensure that Client and its End Users’ use of the Platform Services complies with the Agreement; (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Platform Services; and (c) promptly notify GUSI of any unauthorized use of, or access to, the Platform Services, Client’s Account, or Client’s Account Credentials, of which Client becomes aware. GUSI reserves the right to investigate any potential violation of the AUP by Client.
Privacy. Client is responsible for any consents and notices required to permit (a) Client’s use and receipt of the Platform Services; and (b) GUSI’s accessing, storing, and processing of data provided by Client (including Client Data) under this Agreement.
Restrictions. Client will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Platform Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Platform Services; (c) sell, resell, sublicense, transfer, or distribute any or all of the Platform Services; or (d) access or use the Platform Services (i) in violation of the AUP, or (ii) in violation of any applicable law including privacy laws related to personal health information.

5. Suspension

AUP Violations. If GUSI becomes aware that Client’s or any End User’s use of the Platform Services violates the AUP, GUSI will notify Client and request that Client correct the violation. If Client fails to correct the violation within 24 hours of GUSI’s request, then GUSI may suspend all or part of Client’s use of the Platform Services until the violation is corrected.
Other Suspension. GUSI may immediately suspend all or part of Client’s use of the Platform Services if (a) GUSI reasonably believes suspension is needed to protect the Platform Services, GUSI’s infrastructure supporting the Platform Services, or any other Client of the Platform Services (or their end users); (b) there is suspected unauthorized third-party access to the Platform Services; (c) GUSI reasonably believes that immediate suspension is required to comply with any applicable law; (d) Client is in breach of Section 4 or (e) pursuant to Section 8(b). GUSI will lift any such suspension when the circumstances giving rise to the suspension have been resolved.

6. Intellectual Property Rights.

Client Data.
1. As between GUSI and Client, Client owns all right, title and interest in the Client Data. Client is responsible for obtaining any and all licenses or rights necessary for the use of such Client Data in and with the Platform Services. Neither Client nor any of Client’s End Users, shall submit to the Platform Service any data (including, but not limited to, ultrasound scans) (1) that does not comply with this Agreement, (2) that does not comply with applicable law, or (3) that is covered by intellectual property rights of a third party unless the Client has permission from that third party or is otherwise legally entitled to do so. Client is legally responsible for the data that Client or Client’s End Users submit to the Platform Service. Client is responsible for the accuracy, quality, integrity, and legality of all Client Data.
2. Client acknowledges that the Platform Services are not designed with security and access management for processing protected health information (“PHI”) and Client shall not, and shall not permit any End User or other person to, provide any PHI to, or process any PHI through, the Platform Services. Client is solely responsible for reviewing all Client Data and shall ensure that no Client Data constitutes or contains any PHI.
3. GUSI assumes no responsibility for the deletion, correction, destruction, loss, infringement or failure of the Platform Services to store any Client Data that is caused other than by the gross negligence of GUSI or the breach of its obligations under this Agreement. GUSI may, with notice to Client, review, edit and delete any Client Data that GUSI reasonably determines in good faith violates this Agreement or the AUP, provided that, GUSI has no duty to prescreen, control, monitor or edit any Client Data.
License to Client Data. By providing Client Data to GUSI or the Platform Service, Client grants to GUSI an irrevocable worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use the Client Data (including to reproduce, distribute, prepare derivative works, display and perform it) in connection with the Platform Services and GUSI’s (and its successors’ and Affiliates’) business, including for the purpose of promoting or redistributing part or all of the Platform Services, or generally internally improve GUSI products and services (such as training algorithms).
Post-Termination Access to Client Data. For a period of up to thirty (30) days after termination of this Agreement (the “Post-Termination Access Period”), GUSI will make available the Client Data for purposes of retrieval by Client. At the end of the Post-Termination Access Period, and except as may be required by law, GUSI may, but is not obligated to, delete or otherwise render inaccessible any Client Data. Notwithstanding the foregoing, GUSI may, in its sole discretion, make available to Client the Client Data or other Platform Services for a period longer than the Post-Termination Access Period; and GUSI shall determine, in its sole discretion, the scope, additional fees payable, and all other terms for such extended or expanded access.
Reservation of Intellectual Property Rights. Except as expressly stated in this Agreement, this Agreement does not grant either Party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the Parties, Client retains all Intellectual Property Rights in Client Data, and GUSI retains all Intellectual Property Rights in the Platform Services.
Platform Services Development. The Platform Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.
Client Feedback. At its option, Client may provide feedback or suggestions about the Platform Services to GUSI (“Feedback”). If Client provides Feedback, then GUSI and its affiliates may use that Feedback without restriction and without obligation to Client.
Publicity. GUSI may state publicly that the Client is a client of GUSI and display Client’s logo(s) on GUSI marketing material (including, but not limited to GUSI’s internet presence).

7. Confidential Information.

Obligations. Except as otherwise expressly provided in this Agreement, a Recipient will only use the Discloser’s Confidential Information to exercise the Recipient’s rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the Discloser’s Confidential Information. The Recipient may disclose Confidential Information only to its affiliates, employees, agents, or professional advisors (“Delegates”) who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The Recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.
Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the Recipient or its affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the Recipient or its affiliate uses commercially reasonable efforts to: (i) promptly notify the Discloser before any such disclosure of the Discloser’s Confidential Information, and (ii) comply with the Discloser’s reasonable requests regarding the Discloser’s efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the Recipient determines that complying with (i) and (ii) could (x) result in a violation of Legal Process; (y) obstruct a governmental investigation; or (z) lead to death or serious physical harm to an individual.

8. Fees.

Payments. During the Initial Term and each Renewal Term, and subject to the terms and conditions of this Agreement, Client shall make payments in the amounts and at the times indicated in the Enterprise Order Form in consideration for the Platform Services provided by GUSI (“Fees”).
Invoices/Orders. GUSI shall provide Client with a written invoice or Order indicating the amounts due to be paid by Client to GUSI and Client shall pay each invoice/Order no more than thirty (30) days after Client’s receipt of such invoice or Order, unless a bona fide dispute with respect to payment of such invoice/Order or portion thereof has arisen. GUSI reserves the right to suspend the Platform Services in the event that Client fails to pay any undisputed amounts when due. Notwithstanding the foregoing, if there is a bona fide dispute regarding any invoice/Order rendered or amount paid or to be paid, the Party disputing such invoice/Order shall notify the other Party in writing thereof, and the Parties shall use their best efforts to resolve such dispute expeditiously. In no event shall a bona fide dispute waive, cancel, or suspend any Party’s obligations under this Agreement. If the disputing Party notifies the other in writing of a disputed invoice/Order or payment, and there is a good faith basis for such dispute, the time for paying the disputed portion of the invoice/Order shall be extended by a period of time equal to the time between the disputing Party’s receipt of such notice and the resolution of such dispute. Except as expressly provided in this Agreement, all payment obligations in this Agreement are non-cancelable and all Fees paid are nonrefundable.
Taxes and Interest. Client shall be responsible for any taxes applicable to GUSI’s provision or Client’s receipt and use of Platform Services or as otherwise applicable to Client in this Agreement. In no event shall Client be responsible for any taxes based on the net income of GUSI.

9. Term and Termination

Agreement Term. Unless otherwise indicated in an Order, the initial term of this Agreement will commence on the Effective Date and shall remain in force for 1 year thereafter (the “Initial Term”), unless terminated in accordance with the terms of this Agreement. Thereafter, this Agreement, and the Platform Services provided pursuant hereto, shall automatically renew for successive terms of 1 year each unless Client provides no less than 30 days prior written notice to the other Party (each such term being a “Renewal Term”; the Initial Term and all Renewal Terms, if any, the “Term”). Any renewal shall be upon the same terms and conditions then in effect, except that the Fees (as such term is defined herein) for the Renewal Term shall be at GUSI’s then-existing price for the Platform Services as communicated to the Client pursuant to Section 13(a), in either case at least 90 days prior to the end of the then current term.
Termination for Breach. Either Party may terminate this Agreement immediately on written notice if (a) the other Party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach; or (b) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
Termination for Convenience. GUSI may terminate this Agreement for its convenience at any time with 30 days’ prior written notice to Client.
Termination Due to Applicable Law; Violation of Laws. GUSI may terminate this Agreement immediately on written notice if GUSI reasonably believes that continued provision of any Platform Service used by Client would violate applicable law(s).
Termination Prior to Update or Amendment of Agreement, Modification of Platform Services or Partial Termination of Use Due to Infringement. The Client may elect to terminate this Agreement if GUSI notifies the Client of its intent to update or amend this Agreement pursuant to Section 13(a). If GUSI materially modifies any part of the Platform Services pursuant to Section 3 or terminates the use of any part of the Platform Services pursuant to Section 12(c), then Client may terminate its agreement to receive such modified or terminated Platform Services.
Effect of Termination. Upon termination of this Agreement: (i) all rights, and services provided by GUSI to Client shall immediately terminate; and (ii) Client shall immediately discontinue use of the Platform Services. If Client terminates this Agreement pursuant to Section 9(b), Client will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and GUSI will refund to Client any such Fees that Client paid in advance. If GUSI terminates this Agreement pursuant to Section 9(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the then current Term will become immediately due and payable, and Client shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of GUSI’s invoice therefor. The following Sections will survive expiration or termination of this Agreement: Sections 4, 6, 7, 8, 9(f), 10, 11, 12, and 13.

10. Representations and Warranties; Disclaimer.

Representations and Warranties. Each Party represents and warrants that (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws applicable to its provision, receipt, or use of the Platform Services, as applicable. Client represents and warrants that all End Users have the qualifications and accreditation required by applicable law and relevant professional bodies, to use the Platform Services in the manner in which such End User is using such Platform Services.
DISCLAIMER.
1. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, GUSI DOES NOT MAKE AND EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (A) ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, TITLE, NON-INFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE PLATFORM SERVICES; AND (B) ANY REPRESENTATIONS ABOUT CONTENT OR INFORMATION ACCESSIBLE THROUGH THE PLATFORM SERVICES.
2. EXCEPT AS REQUIRED BY APPLICABLE LAW, GUSI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL; LOSS OR CORRUPTION OF DATA; INDIRECT OR CONSEQUENTIAL LOSS; PUNITIVE DAMAGES CAUSED BY: (a) ERRORS, MISTAKES, OR INACCURACIES ON THE PLATFORM SERVICE; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM USE OF THE PLATFORM SERVICE; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF THE PLATFORM SERVICE; (d) ANY INTERRUPTION OR CESSATION OF THE PLATFORM SERVICE; (e) ANY VIRUSES OR MALICIOUS CODE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (f) ANY DATA OR CONTENT PROVIDED BY GUSI OR ON OR THROUGH THE PLATFORM, INCLUDING CLIENT’S USE OF SUCH CONTENT; AND/OR (g) THE REMOVAL OR UNAVAILABILITY OF ANY CONTENT. THIS PROVISION APPLIES TO ANY CLAIM, REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
3. CLIENT AGREES AND ACKNOWLEDGES THE FOLLOWING:
  1. GUSI IS NOT A HEALTHCARE PROVIDER AND ANY CONTENT OBTAINED OR RECEIVED FROM GUSI, OR OTHERWISE THROUGH THE PLATFORM SERVICES OR ANY OTHER SERVICES, IS FOR TRAINING AND DEVELOPMENT PURPOSES ONLY.
  2. NO CONTENT IS INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.
  3. NOTHING STATED, POSTED, OR AVAILABLE THROUGH ANY PLATFORM SERVICES, OR OTHER SERVICES OFFERED BY GUSI, IS INTENDED TO BE, AND SHALL NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, NURSING, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.
  4. NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED WHEN THE CLIENT OR AUTHORIZED USER ACCESS OR USE THE PLATFORM SERVICES, RECEIVE OTHER SERVICES FROM GUSI, OR RECEIVE ANY CONTENT FROM GUSI.

11. Limitation of Liability.

Limitation on Liability. To the extent permitted by applicable law, neither Party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages; or (b) lost revenues, profits, savings, or goodwill. Notwithstanding the foregoing, nothing in the Agreement excludes or limits either Party’s Liability for: (a) its fraud or fraudulent misrepresentation; (b) its obligations under Section 12; (c) its infringement of the other Party’s Intellectual Property Rights; or (d) matters for which liability cannot be excluded or limited under applicable law.
Limitation on Amount of Liability. THE CUMULATIVE LIABILITY OF GUSI TO CLIENT FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CLAIM FOR INDEMNIFICATION OR ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID OR TO BE PAID TO GUSI BY CLIENT DURING THE 12-MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

12. Indemnification.

Indemnification Obligations. Client will defend GUSI and its Affiliates providing the Platform Services and indemnify them against Indemnified Liabilities in any Third Party Legal Proceeding to the extent arising from (a) any Client Data or (b) Client’s or an End User’s use of the Platform Services in breach of the AUP or Section 4.
Exclusions. Section 12(a) will not apply to the extent the underlying allegation arises from GUSI’s breach of the Agreement.
Remedies. If GUSI reasonably believes any part of the Platform Services might infringe a third party’s Intellectual Property Rights, then GUSI may, at its sole option and expense (i) procure the right for Client to continue using such Platform Services; (ii) modify such Platform Services to make them non-infringing without materially reducing their functionality; or (iii) replace such Platform Services with a non-infringing, functionally equivalent alternative. If GUSI does not believe the remedies in Section 12(c) are commercially feasible, then GUSI may terminate Client’s use of the such Platform Services and Section 9(e) will apply.
Sole Rights and Obligations. Without affecting either Party’s termination rights and to the extent permitted by applicable law, this Section 12 states the Parties’ sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 12.

13. Miscellaneous.

Notices. Under the Agreement, notices to Client must be sent to the email address the Client provided when subscribing to the Platform Services (“Notification Email Addresses”). Notices to GUSI must be sent to [email protected]. Notice will be treated as received when the email is sent. Client is responsible for keeping its Notification Email Address current throughout the Term. The parties may use emails to satisfy written approval and consent requirements under the Agreement.
Assignment. Neither Party may assign any part of this Agreement without the written consent of the other. Notwithstanding the foregoing, GUSI may assign this Agreement without consent of Client in connection with the transfer or sale of all or substantially all of its assets, stock or business, or its merger with another entity.
Change of Control. If Client experiences a change of Control other than as part of an internal restructuring or reorganization, Client will give written notice to GUSI within 30 days after the change of Control.
Force Majeure. Neither Party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, pandemics, natural disasters, terrorism, riots, or war.
Subcontracting. GUSI may subcontract obligations under the Agreement but will remain liable to Client for any subcontracted obligations.
No Agency. This Agreement does not create any agency, partnership, or joint venture between the Parties.
No Waiver. Neither :Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
Equitable Relief. Nothing in this Agreement will limit either Party’s ability to seek equitable relief.
Governing Law.
1. For U.S. City, County, and State Government Entities. If Client is a U.S. city, county, or state government entity, then the Agreement will be silent regarding governing law and venue.
2. For U.S. Federal Government Entities. If Client is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (x) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (y) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN CONTRA COSTA COUNTY, CALIFORNIA.
3. For All Other Entities. If Client is any entity not identified in Section 13(k)(i) or 13(k)(ii), then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF CONTRA COSTA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
Amendments. Except as stated in this Section 13(l), any amendment must be in writing, signed by both Parties, and expressly state that it is amending this Agreement. Notwithstanding the foregoing, GUSI may update or amend this Agreement without the consent of Client. Notice of any changes will be given by e-mail notification pursuant to Section 13(a) at least 30 days in advance. By continuing to use the Platform Services after the expiry of the 30 day notice period Client acknowledges its acceptance to be bound by the updated or amended Agreement. If Client does not wish to be bound by the updated or amended Agreement, Client must stop using the Platform Services and terminate this Agreement in accordance with Section 9(e) before the changes take effect.
Entire Agreement.
1. This Agreement sets out all terms agreed between the Parties and supersedes all other agreements between the Parties relating to its subject matter. In entering into this Agreement, neither Party has relied on, and neither Party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement.
2. No contrary or additional pre-printed terms contained in any form quote, purchase order, statement of work, acknowledgment, or other correspondence or writing by either Party shall in any way modify or alter the terms of this Agreement unless in writing and manually signed by each Parties’ authorized representative with reference to this Agreement.
Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.
Conflicting Languages. If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.
Definitions.

- “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a Party.
- “Client Data” means data submitted, stored, sent or received via the Platform Services by Client or its End Users.
- “Confidential Information” means information that one P:arty (or an Affiliate) discloses to the other Party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the Recipient, or that was lawfully given to the Recipient by a third party.
- “Control” means control of greater than 50% of the voting rights or equity interests of a Party.
- “Discloser” means the Party that provides such Party’s Confidential Information to the other Party.
- “Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying Party and (ii) damages and costs finally awarded against the indemnified Party by a court of competent jurisdiction.
- “Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
- “Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
- “Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
- “Recipient” means the Party that receives the other Party’s Confidential Information and
- “Third Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).