Insurights, Inc. dba Healthee (“We” or “Company”) provides a software as a service solution that analyzes employees’ health plans and provides relevant information about insurance coverage (the “Platform”).

These Subscription Terms of Service (the “Terms”), together with the Order Form (as defined below) govern your access and use of the products and services that constitute the Platform subscribed to by Customer in accordance with the Order Form (the “Services”).

“You” or “Customer” means the entity which has entered into the Order Form and which is granted access and use of the Services.

1. Subscription License. In consideration of the payment of all Fees set forth herein, and subject to Customer’s compliance with Customer’s undertakings herein contained, Company hereby grants during each Subscription Term, and Customer hereby accepts, solely for its internal use, a non-exclusive, non-transferable, non-sublicensable, revocable, non- assignable (except as otherwise provided in this Agreement’s assignment clause) limited right for Customer’s Authorized Users to access and use the Services (the “Subscription License”). The term “Authorized Users” means Customer’s employees or authorized contractors of Customer who are acting on Customer’s behalf in the internal operation of Customer’s business and who are subject to a confidentiality agreement with Customer as well as employees who have accepted Company’s Terms of Use for end users of the Platform who are granted access and the right to use the Services.
2. Scope of Rights; Restrictions on Use.
   1. Scope. This Agreement confers no title or ownership and is not a sale of any rights in the Services. All rights not expressly granted to Customer are reserved solely to Company and/or its licensors. Nothing herein should be construed as granting Customer, by implication, estoppel or otherwise, a license relating to the Services other than as expressly stated in this Agreement.
   2. Restrictions. Pursuant to the Subscription License granted hereunder, Customer may only use the Services within Customer’s organization and for internal purposes and only Authorized Users may be granted access to the Services. Customer agrees that Customer will not (i) reverse engineer, disassemble, decompile or attempt to derive the architecture or design, or any source code contained in the Platform, (ii) modify the Services, (iii) otherwise translate or use the Services except as specifically allowed by this Agreement, or allow any person or entity (whether with or without consideration) the right to do any of the foregoing; (iv) sublicense, transfer and/or assign (except as otherwise expressly provided herein) the Services to any third party, whether with or without consideration; (v) render any services to third parties using the Services; (vi) remove or in any manner alter any product identification, proprietary, trademark, copyright or other notices contained in the Services; (vii) allow any third parties to use the Services (except as otherwise expressly provided herein); or (viii) interfere with, burden or disrupt the Subscription Service functionality. Customer may not make any copies of the Services or any portions thereof.
3. Intellectual Property Rights and Confidential Information.
   1. Intellectual Property Rights. Company (or its licensors, as applicable) will retain all title to and ownership of the Services and all related concepts, technical know-how, and all modifications, customizations, revisions, bug fixes, enhancements, improvements and derivative works, but excluding any Customer Data provided by Customer (collectively, the “Derivative Works”) thereof developed by Company or anyone else, including Customer, including all Intellectual Property Rights (as defined below) and, except for the expressed limited license granted hereunder, Customer shall have no rights in or claims with respect thereto. Customer shall retain all Intellectual Property Rights in its Customer Data. To the extent it shall be determined that Customer has any right in connection with the Services or Derivative Works other than the limited specific license hereunder, Customer hereby irrevocably: (i) assigns to Company any right, title and interest, whether now existing or later arising, and all Intellectual Property Rights that Customer may have in or to the Services, Derivative Works, and/or related Intellectual Property Rights; and (ii) agrees to take any lawful action that Company reasonably requests to vest or protect our right, title and interest therein. The term “Intellectual Property Rights” means any patent, patent applications, trade secret, trademark, copyright, industrial design, or any other intellectual property right registered or unregistered in any country throughout the world, and all related goodwill.
   2. Confidential Information.
      1. 1. General. Each Party agrees that all inventions, know-how, engineering, business, technical and financial information it obtains (“Receiving Party”) from the disclosing Party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Notwithstanding the foregoing marking requirements, the Services, training materials, technical information and other code or data of any type provided by Company, the pricing offered by Company to Customer, and this Agreement’s terms and conditions are Company Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information.
         2. Exclusions. The Receiving Party’s nondisclosure obligation will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees or contractors of the Receiving Party who had no access to such information.
         3. Use and Disclosure Restrictions. Neither Party will use the other Party’s Confidential Information except as necessary for the performance of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and contractors that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such employee and contractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each Party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but, in no event, less than the efforts that such Party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party: (i) pursuant to the order or requirement of a court, administrative agency or tribunal or other governmental body, provided that the Party required to make such a disclosure gives reasonable written notice to the other Party to contest such order or requirement, unless it is not legally prevented to provide such notice to the other Party; and (ii) on a confidential basis to its legal or financial advisors. In addition, each Party may disclose the terms and conditions of this Agreement as required under applicable securities laws, but such Party will use all reasonable efforts to obtain confidential treatment to the maximum extent possible for the terms and conditions of this Agreement. 
   3. Customer Data. The term “Customer Data” means any proprietary, confidential and/or personal data provided by Customer or any Authorized User to Company or which may be generated or processed in connection with Customer and any Authorized User’s use of the Services, except for data provided by Authorized Users subject to a separate Terms of Use between the Authorized User and Company. Customer hereby grants Company a non- exclusive license to use, store, process, analyze, and display within the Services and in reports generated for Customer all Customer Data during the Term for the limited purposes of performing Company’s obligations under this Agreement and providing the Services to Customer. Prior to providing any Customer Data to Company, Customer shall, at its own expense, obtain all licenses, consents or other permissions from appropriate third parties as may be necessary for Customer’s use of the relevant Customer Data as necessary to enable Customer to grant the rights granted by this Section 3. Notwithstanding the foregoing, to the extent permitted by applicable law, Company may aggregate and de-identify Customer Data provided through the Services (“Anonymized Data”). Company may use the Anonymized Data for Company's internal business purposes, including enhancements to the Platform and to analyze, improve, support and operate the Services, provided that Company shall not identify Customer or any Customer Data as part of the Anonymized Data.
4. Disclaimer of Warranty and Limitation of Liability.
   1. Disclaimer of Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED BY COMPANY “AS IS,” AND COMPANY, ITS AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, AND/OR DATA ACCURACY. COMPANY DOES NOT WARRANT THAT THE SERVICES OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY COMPANY WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
   2. Limitation of Liability. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF COMPANY, AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID TO COMPANY UNDER THIS AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL COMPANY BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES OR DATA), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY SHALL HAVE NO LIABILITY FOR THE CUSTOMER DATA INPUT, OUTPUT, ACCURACY, AND SUITABILITY, WHICH SHALL BE DEEMED UNDER CUSTOMER OR CUSTOMER’S CUSTOMERS’ EXCLUSIVE CONTROL.
5. Term and Termination.
   1. Subscription Term(s). Each Order Form will terminate at the end of the Subscription Term identified therein, unless earlier terminated as provided in this Section 5. At the end of the Subscription Term, the parties may renew the existing Order Form or enter into a new Order Form by mutual written consent.
   2. Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches or otherwise fails to comply with any material provision of this Agreement and such breach or failure is not cured within thirty (30) days after written notice of such breach or failure or immediately if such breach or failure is not capable of being cured.
   3. Effect of Termination. If an Order Form is still in effect at the time of expiration of this Agreement, then the terms and conditions contained in this Agreement and the relevant Order Form (including all subscriptions and licenses granted by Company thereunder) shall continue to govern the outstanding Order Form until the end of the applicable Subscription Term for that Order Form. However, if the Agreement is terminated prior to its natural expiration, then all outstanding Order Forms (and all subscriptions and licenses granted by Company thereunder) shall immediately terminate as of the Agreement termination date, unless otherwise agreed by the Parties in writing. Customer shall immediately return to Company any materials provided to Customer as part of the Services in Customer’s possession. Within thirty (30) days following the termination of this Agreement for any reason, each Party shall return or destroy, as requested by the other Party in writing, any Confidential Information of the other Party. Customer shall not be entitled to a refund of any prepaid Fees upon termination or expiration of the Agreement, and Company will not release Customer from its obligations to pay Company all Fees that have accrued under this Agreement prior to its termination.
   4. Survival. Any provision of this Agreement that expressly, by implication or necessity, contemplates performance or observance subsequent to the termination or expiration of this Agreement will survive termination or expiration of the Agreement and will continue in full force and effect, including any outstanding payment obligations.
6. Force Majeure. Except for the obligation to pay monies due and owing, neither Party shall be liable to the other Party for any delay or failure in the performance of its obligations under this Agreement or the addendums while in effect or otherwise if such delay or failure arises from any cause or causes beyond the control of such Party including, without limitation, labor shortages or disputes, strikes, other labor or industrial disturbances, delays in transportation, acts of God, floods, lightning, fire, epidemics, pandemics, or public health emergencies, shortages of materials, rationing, utility or communication failures, earthquakes, casualty, war, acts of the public enemy, acts of civil or military authorities, sabotage, explosives, riots, insurrections, embargoes, blockades, actions, restrictions, regulations or orders of any government, agency or subdivision thereof, or failure of suppliers.
7. Miscellaneous.
   1. This Agreement and any claim, cause of action or dispute arising out of, or related thereto, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflict of law principles, which would result in the application of the laws of a jurisdiction other than the State of New York. Any dispute, claim or controversy arising out of, connected with, or relating to this Agreement, the Services, or any use related thereto, will be submitted to the sole and exclusive jurisdiction of the competent court located in New York County, State of New York.
   2. Neither Party may assign this Agreement, in whole or in part without the express written consent of the other Party, with the exception of an assignment carried out by Company as part of a merger, restructuring, or reorganization, or as a sale or transfer of all or substantially all of Company’s assets. This Agreement inures to the benefit of, and is binding upon, the Parties and their respective heirs, legal representatives, permitted successors and permitted assigns.
   3. Failure of either Party to enforce a right under this Agreement shall not act as a waiver of that right or prevent a subsequent exercise of the same or any other right under this Agreement.
   4. No modification, amendment, addition to or waiver of any rights, obligations, or defaults shall be effective unless in writing and signed by both Parties hereto.
   5. Subject to the confidentiality obligations under this Agreement and upon notification to Customer, Company may, at its own cost and expense, make reference to this Agreement (including mentioning or implying the name of Customer or any of its Affiliates) and display the Customer's logos and trademarks in Company’s website and promotional or advertising literature. Except as expressly provided herein, Company shall not obtain any rights with respect to the Customer's logos and/or trademarks.
   6. This Agreement is the complete and exclusive agreement between the Parties hereto in connection with the subject matter hereof and supersedes any other proposal, representation, or other communication by or on behalf of either Party. No provision of any purchase order or any other form employed by either Party will supersede, contradict, vary or modify the terms and conditions of this Agreement, and any such document issued by a Party hereto relating to this Agreement will be for administrative purposes only and have no legal effect. In the event of possible conflict or inconsistency between documents, the conflict or inconsistency shall be resolved by giving precedence in the following order: (1) these Terms, including all amendments thereto; and (2) the terms of any Order Form to which these Terms are attached and incorporated or linked.
   7. The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby. Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other Party’s prior written consent.