Product Specific Terms & Conditions

Chemical Management

These Chemical Management Terms and Conditions govern the provision of Cority’s Chemical Management module and form part of the Hosted Software and Services Agreement or software as a service agreement (the “Agreement”) between a Cority contracting party and individual clients. By entering into an order form and/or an Agreement that references and incorporates these Terms and Conditions, Client accepts the terms and conditions set forth herein. If the individual accepting these Terms and Conditions is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to these terms and conditions, and in which case the term “Client” shall refer to such entity. If the individual accepting this Agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this agreement and may not use the recurring professional services. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

CHEMICAL MANAGEMENT TERMS AND CONDITIONS

1.1 If Client has a purchased a subscription to the Chemical Management Module, the parties agree as follows:
- 1.1.1. Cority will contact suppliers, at least once every two years, to update the product safety data sheet made available through the Software if required. The Software will notify select administrators when a safety data sheet has been updated.
- 1.1.2. At the end of each subscription year, Cority will review the total number of safety data sheets used by the Client. If the Client has exceeded the number of safety data sheets licensed under an Order Form or the Agreement, Cority will invoice Client for the extra safety data sheets at the rate agreed upon in the Order Form or the Agreement.
- 1.1.3. Cority does not represent and warrant that it has a copy of all safety data sheets in its records. If Cority does not have a safety data sheet in its records, Cority or its third-party safety data sheet vendor will contact the manufacturer in order to obtain the safety data sheet. If the manufacturer does not provide the safety data sheet information, Client will provide Cority with reasonable assistance, as required, in order for Cority to obtain such safety data sheet from the manufacturer.
- 1.1.4. Cority is not responsible for incorrect or inaccurate information in an SDS or information taken from the SDS, or for actions taken by Client or its employees, agents, or representatives in reliance on this Agreement.
- 1.1.5. Upon request, Client will execute a letter ordering a manufacturer to provide Cority and its third-party safety data sheet vendor with a copy of the safety data sheet for the manufacturer’s products. The template of the letter including, without limitation, the form and content of the letter will be provided by Cority.

E-Prescription

These E-Prescription Terms and Conditions govern the provision of Cority’s E-Prescription module and form part of the Hosted Software and Services Agreement or the software as a service agreement (the “Agreement”) between a Cority contracting party and individual clients. By entering into an order form or an agreement that references and incorporates these Terms and Conditions, Client accepts the terms and conditions set forth herein. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to these terms and conditions, in which case the term “Client” shall refer to such entity. If the individual accepting this Agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this agreement and may not use Cority’s E-Prescription module.

1. Definitions

1.1. “Data Source” means any data providers, such as health plans, that have entered into written agreements with Surescripts, either directly or indirectly, in order to allow access through the Surescripts network to information in its possession.
1.2. “FDB” means First Data Bank, Inc. which develops the FDB Licensed Solutions.
1.3. “FDB Licensed Solutions” means the First Data Bank software accessed through Cority’s E-Prescription Module which may include, without limitation, FDB MEDKNOWLEDGE™ Enhanced Package – via Cloud Connector and the FDB Interoperability Module, Core Package – via Cloud Connector.
1.4. “Prescriber End-User” means an individual that is located in the United States or a United States territory, that: (1) is employed by, is an active member of the medical staff of, or is otherwise performing healthcare services as a legally authorized representative of the Client; and (2) if required by applicable laws to be licensed, registered, or otherwise authorized by a Governmental authority, is properly and duly licensed, registered, or otherwise authorized with the appropriate governmental authority to perform the applicable healthcare services and has been issued a National Provider Identifier (“NPI”) by the appropriate Governmental authority.
1.5. “Satisfactory Background Screening” means, collectively, the following: (1) national federal criminal database check; (2) seven (7) year country of residence criminal conviction search (i.e., search of all countries in which individual has resided within the preceding seven (7) year period); (3) in each of (1) and (2) above, containing no felony or misdemeanor conviction that related to fraud or theft (including but not limited to, shoplifting, larceny, embezzlement, forgery, credit card fraud, or check fraud), the disposition of which is within seven (7) years; and (4) obtaining a piece of identification with a facial picture from each Prescriber End-User.
1.6. “Surescripts” means Surescripts, LLC which develops the Surescripts network.
1.7. “Surescripts Data” means any data or information relating to Surescripts, or its services or operations, provided to Client and/or its Prescriber End Users by or on behalf of Surescripts, including statistics collected by Surescripts regarding transactions processed by the Surescripts network, test data, test cases, configuration information, and problem description and resolution information.
1.8. “Surescripts Materials” means Surescripts Certification and Implementation Guides, the Surescripts network Certification Requirements document, the Surescripts Network Operations Guide, the Surescripts Style and Usage Guide, the Directory Guide, the CA Certification Practices Statement, privacy and patient consent policies, and other materials that Surescripts provides to enable access to the Surescripts network.

2. Access to and Use of the E-Prescription Module

2.1. Cority has agreed to provide to the Client access to Cority’s E-Prescription module through which licensed Client’s Prescriber End-Users can prescribe medications electronically (the “E-prescription Module”).
2.2. Client shall only allow Prescriber End-Users to access and to use the E-Prescription Module within the United States or a United States Territory.
2.3. Client shall monitor the use of the E-Prescription Module by its Prescriber End-Users and confirm that all messages transmitted via the E- Prescription Module originate from Prescriber End Users who have been approved to use the E-Prescription Module. Client warrants and represents that Client has obtained, in a manner compliant with all applicable law, a Satisfactory Background Screening for all of its Prescriber End Users and employees and contractors whose job descriptions or functional duties require or contemplate access to any private information accessible via the E-Prescription Module. Client agrees to update such Satisfactory Background Screening upon reasonable request by Cority. Promptly upon written request, Client shall verify in writing its compliance with the foregoing requirements by providing Cority with a written affidavit signed by an executive officer of the Client.

3. Confidentiality

3.1. Client shall keep confidential, in accordance with the Agreement, any Surescripts proprietary and/or confidential information.

4. Adherence to Applicable Law and Commercial Messaging Rules

4.1. Client shall comply with any and all applicable federal, state, local, common law, rules, regulations, directives, and guidelines, including but not limited to the Health Insurance Portability and Accountability Act (“HIPAA”) and related regulations; the Health Information Technology for Economic and Clinical Health Act (“HITECH”) and related regulations; the Anti-Kickback provisions of the Social Security Act and related regulations; and the federal Physician Self-Referral Prohibition provisions of the Social Security Act and related regulations.
4.2. Client shall obtain all necessary patient consents and authorizations in accordance with applicable law.
4.3. Client shall not and shall ensure that Prescriber End Users do not use any means, program, or device, or permit any other person to use any means, program, or device, including, but not limited to, advertising, instant messaging, and pop-up ads, to influence or attempt to influence, through economic incentives or otherwise, the prescribing decision of a Prescriber End User at the point of care if: (i) such means, program, or device (as described above) is triggered by, initiated by, or is in specific response to, the input, selection, and/or act of a prescriber or his/her agent prescribing a pharmaceutical or selecting a pharmacy for a patient; and (ii) that prescription shall be delivered via the Surescripts network. Notwithstanding the foregoing, Client may: (A) show information regarding a payer’s formulary and benefit plan design, including patient lowest cost options, on/off tier, prior authorization, step therapy, coverage status, and co-pay information; and/or (B) deliver or have delivered to Prescriber End Users clinical alerts that are sourced from payers and/or are attributed to generally recognized and reputable sources providing clinical information to the prescriber, even if, in the event of either (A) or (B), such information influences the patient or prescriber’s choice of pharmacy or other prescribing decisions. In addition, in the event of either (A) or (B) above, Client and Prescriber End-Users may access all pharmaceuticals known through generally available sources used in the industry, and all pharmacies, including all retail and mail service pharmacy options available; and (ii) not be designed to preclude a physician or patient from selecting any particular pharmacy or pharmaceutical. Any custom lists created and maintained by Prescriber End Users within Cority’s software product, including but not limited to: (i) an individual Prescriber End User’s most often prescribed medication list; (ii) an individual Prescriber End User’s most often used pharmacy list; and/or (iii) an individual Prescriber End User’s most often used SIGs (i.e., instructions for the use of medications), are considered a violation of this Section. Any violation of this Section shall be deemed a material breach of this Agreement, and Cority may suspend or terminate access to the E-Prescription Module upon written notice as a result thereof.

5. Disclaimers

5.1. Cority, Surescripts and the Surescripts Data Sources (together, “Service Providers”) make no representation or warranty regarding the availability through the E-Prescription Module of any particular data source in the E-Prescription Module. At any time, data sources in the E-Prescription Module may be added to or deleted from the E-Prescription Module or may limit Client’s access to their data, such changes may occur without prior notice to Client. Any Data Source, in its sole discretion, may elect not to receive prescriptions and other messages pursuant to this Agreement from any client and/or Prescriber End User.
5.2. The E-Prescription Module uses available technology to match patient identities to provide the services in accordance with this Agreement. Because patient information is maintained in multiple places, not all of which are accessible to Service Providers, and because not all patient information is kept in a standard fashion or is regularly updated, it is possible that false matches may occur or that there may be errors or omissions in the prescription benefit and/or medication history information provided pursuant to the Services. Therefore, it is the responsibility of any treating physician or other health care provider or facility (not the responsibility of Service Providers) to verify prescription benefit or medication history information through other means with each patient and/or the patient’s representatives before such information is relied upon or utilized in diagnosing or treating the patient. Cority and Surescripts are not a health plan, health care provider or prescriber. Service Providers do not and cannot independently verify or review the information transmitted through the E-Prescription Module for accuracy or completeness. Pursuant to the foregoing, Client acknowledges that, and shall cause each Prescriber End User to acknowledge in writing that, the prescription benefit and medication history information provided hereunder is not complete or accurate, and that Service Providers do not provide any representations or warranties with respect to the accuracy or completeness of the prescription benefit or medication history information, and Client releases and holds harmless, and by contract shall cause each Prescriber End User to release and hold harmless, Service Providers and any person or legal entity providing prescription benefit or medication history information from any liability, cause of action, or claim related to the completeness or lack thereof of the prescription benefit or medication history information. In addition, Client shall by contract require that each Prescriber End User to confirm the accuracy of the prescription benefit and medication history information with his/her/its patient prior to providing any medical services based thereon, and that the Prescriber End User shall use his/her/it professional judgment in the provision of care. Client and Cority agree that Surescripts and its Data Sources shall be third-party beneficiaries to this section 5.2.
5.3. The E-Prescription Module is not intended to serve as a replacement for: (i) a written prescription where not approved as such by the appropriate Governmental authorities or where such written prescription is required for record keeping purposes; or (ii) applicable prescription documentation. Use of the E-Prescription Module is not a substitute for a health care provider’s standard practice or professional judgment. Any decision with regard to the appropriateness of treatment, or the validity or reliability of information, is the sole responsibility of a patient’s health care provider.
5.4. Client acknowledges and shall inform its Prescriber End-Users that Surescripts has unlimited rights to use all directory and related information on Prescriber End-Users that shall come to reside within the Surescripts network database, whether provided by Cority or otherwise, including all root, identity, and location-related information subject to compliance with applicable law (including, without limitation, all laws regarding the protection of PHI) and the terms of the Business Associate Agreement entered into between Surescripts and Cority.
5.5 Client acknowledges that Surescripts can decertify Cority’s software at any time upon written notice to Cority, upon a good faith showing that such software is not compatible with (1) the Surescripts network, (2) patient safety, (3) certification requirements in Surescripts documentation, or (4) the terms and conditions of the agreement between Surescripts and Cority.

6. Surescripts Data Sources

6.1. Any Data Source, in its sole discretion, may elect not to receive prescriptions and other messages pursuant to this Agreement from Client and/or Prescriber End User.

7. Audit

7.1. Client shall allow Cority and/or Surescripts to access, inspect, and audit records of the Client only to the extent relating to the use of the Surescripts network, Surescripts Data, and data or information provided by Service Providers, in such a manner as to not unduly interfere with Client’s operations.

8. Surescripts Materials

8.1. Client shall comply with Surescripts materials provided by Cority.

9. Use of Data

9.1. Client shall not retain a copy of, store in any medium, perform analytics on, aggregate in any manner, or otherwise perform any action with relation to any Surescripts Data other than as specifically permitted under this Agreement; and (2) except as specifically set forth in this Agreement, Client shall act solely as a passive conduit of Surescripts Data.
9.2 If and only if Client has pharmacy operations, Client shall maintain all data and information provided by Surescripts data sources on a partitioned server on the non-pharmacy side of an internal firewall that is separated or “walled off” from all other pharmacy operations. Client shall not use data or information provided to Cority or to Client or its affiliates pursuant to Cority’s agreement with Surescripts or this Agreement to promote dispensing pharmacy services or to augment Client’s own medication history records.

10. Safeguarding Data

10.1. Client shall maintain appropriate safeguards to protect against the destruction, loss, or alteration of Surescripts Data or participant data that are no less rigorous than those maintained by Client for its own information of a similar nature, but no less than reasonable safeguards. Client shall have in place appropriate administrative, technical, and physical safeguards to protect the privacy and security of Private Information and PHI. Client shall reasonably safeguard Private Information and PHI from any intentional or unintentional use or disclosure that is in violation of the Privacy Rule under HIPAA, and limit incidental uses or disclosures made pursuant to otherwise permitted or required disclosures.

11. TERMINATION

11.1 Client acknowledges that Surescripts may terminate the use of the Surescripts network (with no cure period) with respect to Client or its Prescriber End-User if (1) Client or its Prescriber End-User is not duly licensed under applicable law to use Cority’s software for the Surescripts services for which Surescripts has certified the application, or (2) an act or omission of such Client or its Prescriber End-User would constitute a material breach of Cority’s agreement with Surescripts, effective upon Surescripts’ delivery of written notice of such act or omission to Cority, which Cority shall forward to Client and/or Prescriber End-User, as applicable, within five (5) business days of receipt.

12. FIRST DATA BANK END USER PASS-THROUGH TERMS AND CONDITIONS

12.1 LICENSE GRANT AND RESTRICTIONS ON USE

- (a) Client shall only use and access, and ensure that Prescriber End-Users only use and access the FDB Licensed Solutions through Cority’s Software in the United States of America and its territories and possessions solely as a source of drug product information within Cority’s CorityOne™ EMR/ePrescribing to support outpatient clinics and physician offices.
- (b) Under no circumstances shall Client use or allow Prescriber End-Users to use the FDB Licensed Solutions or Cority Software, or any portion thereof, to develop a competitive product.
- (c) Client and its Prescriber End-Users shall obtain no implied license rights to the FDB Licensed Solutions. Any rights with respect to the FDB Licensed Solutions not expressly granted to Prescriber End-User under this Section 12 shall be retained by FDB.
- (d) Client and its Prescriber End-Users will not alter, amend, modify, or change in any respect, any of the FDB Licensed Solutions unless authorized to do so by FDB and will not alter, amend, modify or change in any respect, any of the Cority Software unless authorized to do so by Cority. Without limiting the foregoing, (i) Client and its Prescriber End-Users shall have no right to use, modify, reproduce or distribute the FDB Licensed Solutions, nor the right to license third parties to exercise any rights with regard to the FDB Licensed Solutions other than as expressly permitted by FDB and (ii) Client and its Prescriber End-Users shall have no right to use, modify, reproduce or distribute the Cority Software, nor the right to license third parties to exercise any rights with regard to the Cority Software other than as expressly permitted by Cority;
12.2 DISCLAIMER OF WARRANTY.
CLIENT AGREES THAT THE FDB LICENSED SOLUTIONS ARE PROVIDED ON AN “AS IS” BASIS. FDB MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR RELIABILITY OF THE DATA FROM WHICH THE FDB LICENSED SOLUTIONS ARE COMPILED, NOR THE COMPATIBILITY OF THE LICENSED SOLUTIONS WITH CORITY’S HARDWARE AND SYSTEMS, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLIENT AGREES THAT THE CORITY SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. CORITY MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR RELIABILITY OF THE DATA ACCESSED THROUGH THE FDB LICENSED SOLUTIONS OR CORITY’S E-PRESCRIPTION MODULE, NOR THE COMPATIBILITY OF THE LICENSED SOLUTIONS OR CORITY’S SOFTWARE WITH PRESCRIBER END-USER’S OR CLIENT’S HARDWARE AND SYSTEMS, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
12.3 Assumption of Risk. Without limitation of the disclaimer of warranties set forth above, Client acknowledges and agrees and shall ensure that its Prescriber End-Users acknowledge and agree that:
- (a) FDB represents and warrants that it has utilized reasonable care in collecting and reporting the information contained in the FDB Licensed Solutions and has obtained such information from sources believed to be reliable. FDB and by extension Cority do not, however, warrant the accuracy of codes, prices or other data contained in the FDB Licensed Solutions. Information reflecting prices is not a quotation or offer to sell or purchase. The clinical information contained in the FDB Licensed Solutions is intended as a supplement to, and not a substitute for, the knowledge, expertise, skill, and judgment of physicians, pharmacists, or other healthcare professionals in patient care. The absence of a warning for a given drug or drug combination should not be construed to indicate that the drug or drug combination is safe, appropriate or effective in any given patient.
- (b) The professional duty to the patient in providing healthcare services lies solely with the healthcare professional providing patient care services. FDB and Cority do not assume any responsibility for actions of Prescriber End-User or any personnel which may result in any liability or damages due to malpractice, failure to warn, negligence or any other basis.
- (c) Client, its Prescriber End-User and the other health care providers responsible for patient care shall retain full responsibility for all decisions relating to patient care, and the FDB Licensed Solutions and Cority Software shall not be used as a substitute or replacement for diagnosis or treatment recommendations or other clinical decisions or judgment.
- (d) The foregoing allocation of liability fairly reflects the economic circumstances and risks that Client, Prescriber End-User, FDB and Cority are willing to undertake in view of the amounts paid and/or payable by Client or its Prescriber End-Users for the license of the FDB Licensed Solutions and Cority’s Software.
12.4 LIMITATION OF LIABILITY; INDEMNITY. WITH RESPECT TO CORITY’S SOFTWARE AND FDB LICENSED SOLUTIONS, IN NO EVENT WILL FDB OR CORITY BE LIABLE TO CLIENT AND ITS PRESCRIBER END-USER FOR ANY LOST REVENUES, PROFITS, DATA OR OTHER INFORMATION, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE FDB LICENSED SOLUTIONS OR THE CORITY SOFTWARE OR ARISING OUT OF OR IN ANY OTHER WAY CONNECTED WITH THE LICENSE GRANTED TO CLIENT AND PRESCRIBER END-USERS HEREIN, EVEN IF FDB AND CORITY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FDB’S AND CORITY’S TOTAL LIABILITIES, WHETHER ARISING UNDER CONTRACT OR OTHERWISE, ARE LIMITED TO TEN THOUSAND DOLLARS ($10,000) IN AGGREGATE. CLIENT HEREBY COVENANTS AND AGREES AND SHALL ENSURE THAT IT’S PRESCRIBER END-USERS COVENANT AND AGREE TO INDEMNIFY, DEFEND, AND HOLD FDB AND CORITY HARMLESS FROM AND AGAINST ANY LIABILITY, LOSS, INJURY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS) IMPOSED UPON, INCURRED OR SUFFERED BY FDB AND/OR CORITY RELATING TO OR ARISING OUT OF ANY ALLEGATION OR CLAIM BY ANY THIRD PARTY THAT THE USE OF THE FDB LICENSED SOLUTIONS AND CORITY SOFTWARE, OR ANY INFORMATION CONTAINED THEREIN, CAUSED OR CONTRIBUTED TO THE PERSONAL INJURY OR DEATH OF AN INDIVIDUAL.
12.5 Third Party Beneficiary. Client and Prescriber End-Users acknowledge and agree that FDB is a third party beneficiary of these terms and conditions.

13. Conflict

13.1. In the event of any conflict between this Appendix and the Software and Services Agreement of which it is a part, this Appendix will control.

Recurring Professional Services

These Recurring Professional Services Terms and Conditions govern the provision of annually recurring professional services and form part of the Hosted Software and Services Agreement or software as a service agreement (the “Agreement”) between a Cority contracting party and individual clients. By entering into an order form and/or an Agreement that references and incorporates these Terms and Conditions, Client accepts the terms and conditions set forth herein. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to these terms and conditions, in which case the term “Client” shall refer to such entity. If the individual accepting this Agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this agreement and may not use the recurring professional services. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

1. General terms and conditions

1.1. If Client has purchased a subscription to the Cority Advantage Program (“CAP”), Cority Administration Services (“CAS”), Recurring Advisory Services (“RAS”) and/or Annual Budgeted Services (“ABS”), the following terms and conditions apply:
- 1.1.1. For each subscription, Cority will provide Client with the subscription hours set forth in the Recurring Professional Services table of the Order Form or the Agreement on an annual basis. Any subscription hours remaining unused by the end of each 12-month subscription period will be waived and forfeited.
- 1.1.2. The subscription for recurring professional services requires a minimum commitment of two (2) years (“Initial Subscription Commitment”). If Client terminates the Agreement or the subscription before expiration of the Initial Subscription Commitment, it will pay an early termination fee equal to the balance of annual fees payable for such commitment period.

2. SUBSCRIPTION SPECIFIC TERMS AND CONDITIONS

2.1. Cority Advantage Program. If Client has purchased a subscription to CAP, the following terms and conditions apply:
- 2.1.1. CAP hours may be used to perform any professional services remotely, except any professional services related to new software implementation projects including, without limitation, the implementation of new cloud solutions and modules, custom integrations, legacy data conversions, or migrations from an older version of the Cority Platform.
2.2. Cority Administration Services. If Client has purchased a subscription to CAS, the following terms and conditions apply:
- 2.2.1. Cority will assign a consultant to perform administration services related to the Software for up to 49 weeks per year. CAS hours may be used to:
  - (a) Support the normal operation and maintenance of the software licensed under the Agreement.
  - (b) Evaluate new features and identify potential benefits to the clients’ workflows to improve efficiency, reduce manual entries, improve data quality or any other function that improves the use of the application for the client.
  - (c) Provide expert training and develop tailored training guides or videos for the client.
  - (d) Assist with regression testing of new releases before moving into production.
  - (e) Support in resolving issues identified by end users to provide workarounds (if available).
  - (f) Log issues and manage communication with Cority’s customer support.
  - (g) Develop roll out strategies and plans for onboarding new sites into the current business process.
  - (h) Develop reports as needed to support site-level or corporate-level reporting with Cority out of box functionality.
  - (i) Provide general advisory services.
- 2.2.2. Cority may replace the consultant if reasonably required.
2.3. Recurring Advisory Services and Annual Budgeted Services. If Client has purchased a subscription to RAS and/or ABS, the following terms and conditions apply:
- 2.3.1. The services provided through the RAS and/or ABS subscription will be agreed upon by the parties in a SOW.

Agreement for Advisory Services

This Agreement for Advisory Services (the “Agreement”) governs the provision of advisory services by a Cority contracting party and it is a contract between the applicable Cority contracting party specified in a statement of work (“Service Provider”) and individual clients. By entering into a statement of work, business offer or commercial proposal (collectively referred to as “Statement of Work”) that references this Agreement, Client accepts the terms and conditions set forth herein. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “Client” shall refer to such entity and its affiliates. If the individual accepting this Agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this agreement and may not use the services.

1. ARTICLE 1 – ADVISORY SERVICES

1.1. From time to time, the Service Provider will provide the Client with advisory services (the “Services”) as agreed upon in a Statement of Work executed by the parties which will be governed by and subject to the terms and conditions of this Agreement. The Statement of Work will outline the deliverables, fees, schedule, payment terms and applicable expenses.
1.2. In the event of a conflict between this Agreement and the Statement of Work, the Statement of Work will prevail.

2. ARTICLE 2 – TERM

2.1. The term of this Agreement will commence on the effective date of a Statement of Work and will remain in effect until completion of the Services.

3. ARTICLE 3 – DELIVERABLE SCHEDULE

3.1. The Service Provider will undertake the services in accordance with the schedule set forth in the Statement of Work. Any deadlines identified in the schedule for deliverables are estimates and conditional upon the Client providing the Service Provider with prompt collaboration. To the extent there are delays in performance attributable to the Client or to a third party, the deadline will be extended by the duration of the delay and the Service Provider may charge the Client additional fees.

4. ARTICLE 4 – OBLIGATIONS OF THE CLIENT

4.1. In order to enable the Service Provider to perform the Services, the Client must do the following:
- 4.1.1. provide the Service Provider with all necessary information, documents and support;
- 4.1.2. appoint a representative authorised to take decisions on behalf of the Client and provide the Service Provider with the contact information for such representative;
- 4.1.3. collaborate with the Service Provider as deemed necessary by the Service Provider;
- 4.1.4. mobilise Client resources required without delay;
- 4.1.5. monitor the performance of Services and provide feedback as required;
- 4.1.6. backup the data, files, programs and other information to which the Service Provider may have access under the Agreement;
- 4.1.7. when work must be carried out on the Client’s site, provide the Service Provider with a safe and healthy work environment; and
- 4.1.8. review the deliverables in a timely manner.
4.2. The Client declares that it has the necessary rights and authorisations to disclose the information, and documentation needed by the Service Provider under the Agreement and the Customer shall assume responsibility for any claim or proceedings, howsoever caused, brought against the Service Provider relating to the elements provided by the Client under the Agreement.

5. ARTICLE 5 – ACCEPTANCE OF DELIVERABLES

5.1. Within seven (7) calendar days of receipt of any deliverables (the “Review Period”), the Client will evaluate such deliverables in order to confirm whether they comply with the specifications set forth in the Statement of Work. If the Client identifies any deficiencies, it will notify the Service Provider in writing and the Service Provider will correct such deficiencies within a reasonable timeframe and deliver the corrected
deliverables to the Client for acceptance under the same terms and conditions. If the Client does not identify any deficiencies or fails to respond within the Review Period, it will be deemed to have accepted the deliverables. Similarly, if the Client begins using the deliverables without completing a review, it will be doing so at its own risk and peril, and it fully and finally releases the Service Provider from any liability arising therefrom.
5.2. Services which do not involve a deliverable shall be deemed to have been accepted as and when they are performed.

6. ARTICLE 6 – FEES AND PAYMENT TERMS

6.1. In consideration of the services, the Client will pay the Service Provider the fees set forth in the Statement of Work plus all applicable taxes, which will be invoiced in accordance with the invoice schedule set forth in the Statement of Work.
6.2. Should the Client be required by any law or regulation to make any withholding or deduction on account of tax or otherwise on any amount payable to the Service Provider under this Agreement, the amount payable to the Service Provider will be increased by the amount of such withholding or deduction to ensure that the Service Provider receives a sum equal to the sum required to be paid under this Agreement.
6.3. Unless otherwise stipulated in the Statement of Work, invoices are payable within thirty (30) days of receipt.
6.4. Any expenses incurred while performing the services including, without limitation, travel and accommodation expenses will be charged to Client as incurred.
6.5. For late payments, the Client shall apply, without prior formal notice, (i) interest at the rate of 1% per month of delay as well as (ii) a lump sum for recovery costs, the amount of which is fixed by law or decree.

7. ARTICLE 7 – AMENDMENTS

7.1. Any request for changes to the Services must be sent in writing to the Service Provider and specify the nature and implications of the proposed changes. The Service Provider shall respond by issuing a change order with revised fees, deliverables and schedules, if applicable. If the Client accepts, the parties will execute the new Statement of Work, which shall amend and supersede the old Statement of Work in the event of a conflict.

8. ARTICLE 8 – INTELLECTUAL PROPERTY

8.1. Provided Customer has paid the sums set forth in the Statement of Work, the Service Provider grants the Client a worldwide, non-exclusive, royalty-free and perpetual license to use, and reproduce the deliverables provided under the Statement of Work for its own internal needs.
8.2. The Service Provider retains all intellectual property rights in deliverables created pursuant to the Agreement.
8.3. The Service Provider retains exclusive ownership of the means, tools, inventions, methods or know-how arising out of or developed independently and/or in connection with the performance of the Services whether or not they are subject to specific intellectual property protection (copyright, patents, trademarks, etc.). No right of use is granted to the Client on these items taken separately from the Deliverables.
8.4. The Client grants the Service a worldwide, non-exclusive, royalty-free and perpetual license to use, and reproduce Client information provided under the Statement of Work and under the Agreement for the purposes of providing the Services.

9. ARTICLE 9 – PERSONAL DATA PROTECTION

9.1. The Client remains the controller of the personal data that it may be required to communicate to the Service Provider in the performance of the Services and in this respect, it is responsible for completing the required formalities with data protection authorities.
9.2. The Client retains full control of its personal data, and to the extent that the GDPR applies, the parties acknowledge and agrees that the Service Provider will act exclusively as a processor and will process personal data in accordance with Client’s instructions. Any applicable security and confidentiality arrangements required will be agreed upon by the parties and included in a data processing addendum to this Agreement negotiated by the parties in good faith. If the implementation of these security and confidentiality arrangements increases the Service Provider’s costs, the
Service Provider shall adjust the financial terms by amending the Statement of Work or entering a new Statement of Work identifying the additional fees.
9.3. In the event that the Service Provider needs to transmit these data to subcontractors located in countries that do not have an adequate level of protection under the General Data Protection Regulation, as amended, the Parties undertake to enter into any agreement and complete any formality incumbent on them under applicable law.

10. ARTICLE 10 – WARRANTIES

10.1. Each party represents and warrants that it has the rights to enter into the Agreement.
10.2. The Service Provider disclaims any warranty, whether express or implied, except as otherwise set forth in this Agreement.

11. ARTICLE 11 –TERMINATION, SUSPENSION AND EFFECT OF TERMINATION

11.1. In the event of a material breach of this Agreement and/or a Statement of Work by either Party, the non-breaching Party may terminate the Agreement and the Statement of Work, as applicable, provided the breach remains uncured for more than thirty (30) days after written notice thereof.
11.2. In the event the Client fails to pay the Service Provider invoices, the Service Provider may, without prejudice to any other rights available under the Agreement and the law, suspend performance of any Services until payment has been received.
11.3. In the event of termination of the Agreement, Cority will immediately cease performing the Services under any existing Statements of Work. The Client shall remain liable for the payment of all the Services performed by the Service Provider until the effective date of the termination and any outstanding invoices shall immediately become due and payable notwithstanding termination of this Agreement.

12. ARTICLE 12 – LIABILITY

12.1. Except for a party’s gross negligence, fraud, or willful misconduct, in no event shall either party or its affiliates be liable to anyone for any indirect, punitive, special, exemplary, incidental, unforeseeable, consequential or other special damages of any type or kind (including loss of revenue, profits, data, use or other economic advantage) arising out of, or in any way connected with this Agreement, even if the party from which damages are being sought have been previously advised of the possibility of such damages, to the maximum extent allowable by applicable law. IN NO EVENT
SHALL ANY PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR
RELATED TO BREACH OF CONTRACT, BREACH OF WARRANTY,
NEGLIGENCE, STRICT LIABILITY, TORT, EXTRA-CONTRACTUAL
LIABILITY, OR OTHERWISE, OR FOR ANY AND ALL CLAIMS EXCEED THE
FEES PAID UNDER THE STATEMENT OF WORK GIVING RISE TO THE
CLAIM.
12.2. The Service Provider shall be liable only to the Client. Therefore, the Client shall hold the Service Provider harmless against the consequences of such actions, in the event of action by third parties such as the Client’s subsidiaries or the Client’s customers against the Service Provider as a result of the Agreement and a Statement of Work.
12.3. The Parties expressly acknowledge that this limitation of liability, negotiated between the Parties, and accepted by them, constitutes a balanced distribution of the risks arising from the Agreement and any Statement of Works between them.

13. ARTICLE 13 – CONFIDENTIALITY

13.1. In the context of this Agreement, each Party may have access to information of the other Party which is confidential. Confidential information includes, without limitation, all information and/or data of any kind shared by the Client and/or the Service Provider, particularly commercial, financial, structural or technical, or other information relating to one of the Parties, its subcontractors, suppliers, customers, obtained under the Agreement (the “Confidential Information”).
13.2. However, the following information is not included in the DEFINITION OF Confidential Information:
- a) information which was regularly known to be non-confidential before it was disclosed as Confidential Information,
- b) information developed by one of the Parties independently,
- c) information which was in the public domain or which falls within the public domain without the beneficiary of the information having committed any fault.
13.3. Each Party undertakes to maintain the confidentiality of the other Party’s Confidential Information.
13.4. Each Party shall not use this Confidential Information for purposes other than those necessary for the proper performance of the Agreement and shall not disclose it to third parties unless prior agreement is given by the disclosing party.
13.5. Each of the Parties undertakes to implement the appropriate means to protect the confidentiality of the Confidential Information belonging to its co-contractor which received such information or which it had access to in connection with the performance of this Agreement.
13.6. This confidentiality obligation shall survive for five (5) years from the
expiration or termination of this Agreement for any reason whatsoever.

14. ARTICLE 14 – GENERAL PROVISIONS

14.1. Subcontracting. The Client hereby authorises the Service Provider to
subcontract all or part of the Services to any third party that it has chosen, provided that it informs the Client in advance.
14.2. Publicity. Neither party will issue a press release naming the other party or using the logos or trademarks of the other party or disclose the terms of this Agreement without the other party’s prior consent. However, Service Provider may verbally indicate to third parties that the Client is a customer of Service Provider.
14.3. Entire Agreement. This Agreement and Statement of Works entered into by the parties constitute the entire agreement between parties and it supersedes all prior negotiations, representations and agreements, either oral or written, regarding the subject matter hereof. The parties acknowledge and agree that any terms or conditions issued in a purchase order or other similar form to the other party are for payment processing procedures only and shall have no force or effect and those terms are expressly rejected by the other party related to the subject matter of this Agreement.
14.4. Waiver. No previous condoning, excusing, or overlooking of breaches or defaults by a party shall be taken as a waiver of any of the terms or conditions of this Agreement.
14.5. Severability. If any of the provisions hereof is null and void under any law, regulation or following a final court decision, it shall be deemed severed from this Agreement.
14.6. Headings. Section headings are included for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

15. ARTICLE 15 – APPLICABLE LAW

15.1.THE AGREEMENT IS GOVERNED BY THE LAWS OF PARIS, FRANCE WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES. ANY DISPUTES ARISING UNDER THIS AGREEMENT WILL BE HEARD EXCLUSIVELY BY THE COURTS LOCATED IN PARIS, FRANCE.