PLEASE READ MYOUTCOMES TERMS OF SERVICE BELOW, TO CONTINUE:
MyOutcomes® Terms of Service Agreement
1.1 MyOutcomes. The term “MyOutcomes”, shall mean Licensor’s proprietary online web-based system, located at https://www.myoutcomes.com (including all design, technical applications, algorithms, software code, videos, copyrights, trademarks, any written materials, user guides, orientation materials, etc. and all other intellectual property contained therein) which provides a system for clients of behavioral health care providers to record outcome measures related to their progress in therapy treatment and their alliance with their provider.
1.2 Licensed User. The term Licensed User shall mean any individual that has paid for a subscription or been designated as a user of the MyOutcomes system. Only Licensed Users may access the MyOutcomes system. Use of the MyOutcomes systems constitutes an acceptance of the terms and conditions of the MyOutcomes Terms of Service Agreement.
- License to Access MyOutcomes
Licensor hereby grants Licensee nonexclusive, nontransferable license to access MyOutcomes for the “Permitted Uses” as set forth below, beginning on the day payment is received (the “Term”), in exchange for the subscription and other fees set forth on the MyOutcomes Pro sign-up page, attached hereto and made a part hereof and subject to all terms and conditions of this Agreement
For this purpose:
Licensee will be authorized to provide a unique MyOutcomes log in and password for its administrators, supervisors, physicians, therapists and other health care personnel who it selects to have access to MyOutcomes subject to limitations outlined in Sections 1.2, 3.
Licensor will retain authority to administer and maintain MyOutcomes, including addition or deletion of any MyOutcomes log in and/or password established by Licensee as determined reasonably necessary by Licensor to maintain personal health information privacy standards and compliance and to prevent misuse of MyOutcomes®.
Licensee will assure that all MyOutcomes log in and password information is maintained confidential and not disclosed beyond the personnel to whom that information is assigned and their supervisor(s). Licensee will also assure that each individual granted access to MyOutcomes has a paid subscription as described in Sections 1.2, 3.
- Permitted Uses of MyOutcomes
The number of Licensed Users of MyOutcomes under this Agreement is limited to the number of Licenses purchased. These individuals are considered Licensed Users under this Agreement. During the Term, the Licensed Users are authorized for the following permitted uses of MyOutcomes (“Permitted Uses”):
Licensed Users are permitted to use MyOutcomes® for their clients to record outcome measures related to the client’s progress in treatment and their alliance with their physicians and therapists
Licensed Users are permitted to access MyOutcomes measurements to review and analyze outcomes achieved by their individual clients.
Licensee User supervisors are permitted to access MyOutcomes measurements (including de-identified data aggregated measurements) to review and analyze outcomes achieved by individual or groups of Licensee’s physicians and therapists with their respective individual or groups of clients.
At the conclusion of the Agreement Term, Licensee access to MyOutcomes will no longer be available or permitted.
- Training, Maintenance, Technical Assistance and Support
For any first time Licensee, the Licensor will make available to Licensee necessary information about the implementation and use of MyOutcomes. Thereafter, during the Term, Licensor will use reasonable efforts to maintain MyOutcomes® and make MyOutcomes® accessible to Licensee, and will provide Licensee such reasonable technical assistance and support as may be required by Licensee to reasonably access and use MyOutcomes. Licensor will provide an email contact that will respond to inquiries within a reasonable time after receipt of a request for assistance.
- Confidentiality, Ownership and Restrictions
Licensee acknowledges that MyOutcomes contains valuable trade secrets and confidential information owned or licensed by Licensor, including, without limitation, development status, functionality, appearance, software code and algorithms, training videos, printed materials, copyrights and trademarks, which are confidential and proprietary to Licensor and/or its licensors and constitute trade secrets under the Uniform Trade Secrets Act and other applicable law. Licensee shall hold such confidential information and trade secrets in confidence and not copy or divulge them to any other person or entity, both during and after termination of this Agreement, for so long as they retain their status. Licensee acknowledges that all rights, title and interest in and to MyOutcomes, including without limitation all copyright, patent, trade secret, trademarks and other intellectual property rights, and all data aggregation and other information derived from Protected Health Information contained in MyOutcomes which is de-identified in accordance with the Health Insurance Portability and Accountability Acts of 1996 (“HIPAA”) and regulations there under at 45 C.F.R. § 164.514 and is no longer individually identifiable health information subject to the US Standards for Privacy of Individually Identifiable Health Information (the “Privacy Rule”) (as defined in HIPAA and in 45 CFR Parts 160 & 164), is owned solely and exclusively by Licensor and/or its licensors. Licensee shall not copy, duplicate or modify MyOutcomes, or decompile, disassemble or otherwise reverse engineer MyOutcomes, or transfer, sublicense, assign, sell or otherwise convey MyOutcomes, or in any way access or use MyOutcomesexcept as expressly permitted herein.
- No Warranty; Limited Liability; Indemnification
6.1 MYOUTCOMES is provided “As Is”. Licensor does not make and expressly disclaims all warranties relating to MyOutcomes, its use, operation and performance, express and implied, oral and written, including without limitation the implied warranties of merchantability and fitness for a particular purpose.
6.2 In no event will Licensor, its members, directors, officers or affiliates, have any liability or obligation to Licensee for any direct damages in excess of the total amount paid by Licensee to Licensor as monthly subscription fees for the two months preceding the event giving rise to the damages, and in no event will Licensor have any liability or obligation to Licensee for any indirect, consequential, incidental, exemplary, special or punitive damages, whether in contract or tort or otherwise, related to or arising out of MyOutcomes, its use, operation and performance, or the provisions or application of this Agreement.
6.3 Except as set forth in Section 6.2, Licensee shall indemnify and hold Licensor harmless from any liability or obligation to Licensee, its administrators, supervisors, physicians, therapists, other health care personnel, or clients, related to or arising out of MyOutcomes, its use, operation and performance, or the provisions or application of this Agreement.
- No Assignment for Licensee
Licensor may assign or transfer this Agreement and its rights and obligations herein to any of its affiliates, members or other third parties, with notice thereof to Licensee. Licensee may not assign or otherwise transfer this Agreement or any of its rights and obligations hereunder except with prior written consent of Licensor, not to be unreasonably withheld.
- Term and Termination
The term of this Agreement is set forth in Section 2.Either party may terminate this Agreement by written notice of termination to the other, in the event of the other party’s breach of any provision herein, or default in performance of any obligation herein, which breach or default such party does not cure within thirty (30) days of written notice to cure. Upon any termination by Licensor for breach or default of Licensee, all subscription and other fees that are or would become due through the end of the Term shall accelerate and Licensee shall pay same prior to the effective date of termination, as invoiced by Licensor. Upon any termination by either party, Licensee shall discontinue its use of MYOUTCOMES prior to or on the effective date of termination, and return to Licensor all property of Licensor in its possession or control prior to or on the effective date of termination. The provisions of Sections 6, 7, this 8 and 9 shall survive termination of this Agreement. The Agreement will automatically be renewed at the conclusion of the Agreement Term for an additional Term unless terminated by either party by giving written notice to the other party at least thirty (30) days, prior to the end of the then-current term.
- Entire Agreement
This Agreement is the entire Agreement of Licensor and Licensee as to the subject matter hereof. It replaces and supersedes any and all prior discussions, negotiations, understandings and agreements, oral and written. It may not be amended except by a writing executed by both parties. This Agreement is made in and shall be governed by the law of the province of British Columbia, Canada.