Atlas Subscription Agreement

  1. SAAS SERVICES AND SUPPORT
    1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
    2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services.
  2. RESTRICTIONS AND RESPONSIBILITIES
  1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non- sublicensable license to use such Software during the Term only in connection with the Services.
  2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
  3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold Company harmless against any direct (not consequential) damages, losses, liabilities and expenses (including reasonable  costs and attorneys’ fees) in connection with any claim or action that arises from a violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be in violation of the foregoing.
  1. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
  1. CONFIDENTIALITY; PROPRIETARY RIGHTS
    1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees:some text
      1. to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party,

(d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law or a valid order issued by a court or governmental agency of competent jurisdiction.

  1. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all

intellectual property rights related to any of the foregoing.

  1. Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies, and Company will be free (during the term hereof) to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services, (ii) disclose such data solely in aggregate or other de-identified form in connection with its business,       and (ii) provided according to the terms agreed herein. No rights or licenses are granted except as expressly set forth herein.
  1. Third Party Services. some text
    1. Customer acknowledges and agrees that: (i) the use and availability of certain parts of our Services are dependent on third-party service providers, (ii) these third-party services may not operate in a reliable manner all of the time and they may impact the way that our Services operate, and (iii) Company is not responsible for damages and losses due to the operation of these third-party products and services.  
    2. Company offers services and functionality using third party developer tools such as application programming interfaces (“APIs”) ("Integration Services”). These third party API terms and conditions contain restrictions on access, storage and use of information. Company has no control over the content of third party sites or resources which Company links to through our use of APIs or Customer’s use of the Company APIs and accept no liability or responsibility for them, Customer’s use or inability to use Integration Services, the web sites they link to or their contents, their accuracy or reliability or for any loss or damage (direct, indirect, special, consequential or otherwise) whatsoever that may arise from Customer’s use of any of them or the results obtained. Customer’s use of Integration Services is on an "as is" basis and without any warranty of any kind.
    3. Where the Company’s Software or site contains links to other sites and resources provided by third parties, these links are provided for Customer’s information only. Such links should not be interpreted as approval or endorsement by us of those linked websites or the information Customer may obtain from them. 
    4. Company does not have any control over the actions, terms, or performance of the third-party benefits providers, who may withdraw their services at any time. Customer acknowledges and agrees that any engagement, transactions, or interactions with the third-party benefits providers are solely between Customer and/or Customer related users (“User”) and the respective provider. Company does not assume any responsibility or liability for the services, products, or agreements entered into between the Customer and the third-party benefits providers.
    5. Any agreements, terms, or conditions entered into by the Customer or any User with the third-party benefits providers, including accessing their websites or utilizing their services, are subject to the provider's own terms and conditions. It is the Customer and User’s responsibility to review and comply with the third-party provider's terms, policies, and practices.
    6. It is Customer’s responsibility to conduct due diligence, verify the suitability and compatibility of the third-party benefits providers, and assess the risks associated with engaging with them. 
    7. Company makes no representations or warranties regarding the accuracy, reliability, or quality of the services, products, or offers provided by the third-party benefits providers. 
    8. Where Customer has selected a Third Party Benefit Provider and requests Company to facilitate the acquisition of services from such provider ("Selected Third-Party Benefit Provider"), Customer acknowledges and agrees that: (i) Company acts solely as an intermediary to assist in the procurement of services offered by the Selected Third-Party Benefit Provider, (ii) Company is not responsible for the conduct, services, availability, or quality of services provided by the Selected Third-Party Benefit Provider, and (iii) Company is not liable for any damages or costs of any type arising from or related to the facilitation of these services. Any disputes or claims concerning the services of the Selected Third-Party Benefit Providers are solely between the Customer or User and the Selected Third-Party Benefit Provider. Company may pay for the services provided by the Selected Third-Party Benefit Provider on behalf of the Customer. The initial fee quoted for services provided by the Selected Third-Party Benefit Provider, as reflected in the Order Form, represents an estimate based on standard offerings and the information provided by the Customer as of the date hereof; however, the Selected Third-Party Benefit Provider’s fees are subject to change based on the actual services rendered and adjustments due to the Customer's or User's specific requirements (including but not limited to, changes due to medical history, claims history, or other factors). Any adjustments will be communicated by the Company to the Customer promptly upon knowledge and detailed in subsequent invoices. 
  1. PAYMENT OF FEES
    1. Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (under Section 4.8, because the Customer has selected to purchase other third-party services through the Company’s Software, or other terms of this Agreement), Customer shall be billed for such usage or additional fees and Customer agrees to pay the additional fees in the manner provided herein.
      If the prices of third-party providers change, the Company will adjust prices accordingly.
      Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). Provided, however, that if Customer does not agree with any such changes to the Fees or charges, Customer may terminate this contract immediately without incurring any liability or penalty. If Customer believes that Company has billed Customer incorrectly, Customer may pay the amount they deem appropriate and must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Any difference in the amount billed by the Company and the amount paid by the Customer, pending resolution, will not incur any liability or penalties for the Customer. Inquiries should be directed to Company’s customer support department.
    2. Company may choose to bill through an invoice, in which case, full payment for valid invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice.      Customer shall be responsible for all taxes associated with Services as mandated by applicable legislation that are solely their responsibility. Under no circumstances shall the Customer be responsible for U.S. taxes based on Company’s net income.
  2. TERM AND TERMINATION
    1. Subject to earlier termination as provided below, this Agreement is for the      Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the     Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
  1. In addition to any other remedies it may have, either party may also terminate this Agreement, immediately by giving written notice, if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services      up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of ninety

(90) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

  1. WARRANTY AND DISCLAIMER

Company shall use efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services with the level of      professionalism expertise, and  diligence      expected of leading providers in the industry. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, company does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. except as expressly set forth in this section, the services and implementation services are provided “as is” and company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non- infringement.If such interruptions or errors become habitual or frequent, the customer reserves the right to terminate this agreement if not cured by Company within 30 days from written notice from Customer. 

  1. MISCELLANEOUS

7.1.- If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 7.2.- This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. 7.3.- This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. 7.4.- No agency, partnership, joint venture, or employment is created as a result of this Agreement and       neither party       has any authority of any kind to bind       the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. 7.5.- All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 7.6.- This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. .7.- Each of the Parties agrees that all actions or proceedings arising out of or in connection with this Agreement or any Ancillary Agreement, or for recognition and enforcement of any judgment arising out of or in connection with this Agreement or the Order Form, shall be tried and determined exclusively in the state or federal courts in the State of Delaware, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.

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