1.1 MyOutcomes. The term “MyOutcomes”, (MO) shall mean MO’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 outcomes measures related to their progress in therapy treatment and their alliances with their provider.
1.2 Subscriber shall mean any individual who has paid for a subscription or been designated as a user pursuant to term 2.0 below. Only Subscribers may access the MyOutcomes system. Use of MyOutcomes systems constitutes an acceptance of the terms and conditions of the MyOutcomes Subscription Agreement.
2. Subscription to access MyOutcomes
Subscriber 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 log in and/or password established by Subscriber as determined reasonably necessary by MO to maintain personal health information privacy standards and compliance and to prevent misuse of MyOutcomes.
Subscriber will ensure 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). Subscriber will also ensure that each individual granted access to MyOutcomes has a paid subscription.
3. Confidentially, Ownership and Restrictions
Subscriber acknowledges that MyOutcomes contains valuable trade secrets and confidential information, owned or licensed by MO, including, without limitation, development status, functionality, appearance, software code and algorithms, training videos, printed materials, copyrights and trademarks, which are confidential and proprietary to MO which includes trade secrets under the Uniform Trade Secrets Act and other applicable law. Subscriber 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. Subscriber acknowledges that all rights, titles 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 in accordance with the Health Insurance Portability and Accountability Acts of 1996 (“HIPPA”) and regulations thereunder 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 HIPPA and in 45 C.F.R. Parts 160 & 164), is owned solely and exclusively by MO. Subscriber shall not copy, duplicate or modify MyOutcomes, or decompile, disassemble or otherwise reverse engineer MyOutcomes, or transfer, assign, sell or otherwise convey MyOutcomes, or in any way access or use MyOutcomes except as expressly permitted herein.
4. No Warranty; Limited Liability; Indemnification
4.1 MyOutcomes is provided “As is.” MO 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.
4.2 In no event will MO, its members, directors, officers or affiliates, have any liability or obligation to Subscriber for any direct damages in excess of the total amount paid by Subscriber as monthly subscription fees for the two months preceding the event giving rise to the damages, and in no event will MO have any liability or obligation to Subscriber 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 applications of this Agreement.
4.3 Except as set forth in Section 6.0, Subscriber shall indemnify and hold MO harmless from any liability or obligation to Subscriber, 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 applications of this Agreement.
5. No Assignment for Subscriber
MO 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 Subscriber. Subscriber may not assign or otherwise transfer this Agreement or any of its rights and obligations hereunder except with prior written consent of MO, not to be unreasonably withheld.
6. 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 MO for breach or default of Subscriber, all subscription and other fees that are or would become due through the end of the Term shall accelerate and Subscriber shall pay same prior to the effective date of termination, as invoiced by MO. Upon any termination by either party, Subscriber shall discontinue its use of MyOutcomes prior to or on the effective date of termination, and return to MO all property of MO in its possession or control prior to or on the effective date of termination. The provisions of Sections 3, 4, 5 shall survive termination of MO. The term will automatically be renewed at the conclusion of the effective date of the Subscription for an additional 12 month 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.
All annual fees must be paid in advance and are non-refundable.