API

TERMS AND CONDITIONS

Please read these Terms and Conditions carefully, because this is a legally binding contract. By clicking “ACCEPT,” signing a Product Order, or using a Licensed Solution, you accept these Terms and Conditions on behalf of yourself and any entity or individual you represent. If you do not agree with these Terms and Conditions, do not continue the log-in process, do not use the Licensed Solution, and contact MMIT at sales@mmitnetwork.com to cancel your Order and receive a refund of the unearned subscription fee.

These Terms and Conditions (the “Terms and Conditions”) govern Product Orders (each, an “Order”) for the products listed on Exhibit A (each, a “Licensed Solution”) submitted and accepted electronically by Managed Markets Insight & Technology, LLC (“MMIT”) and the client identified by the Order (“Client”) or signed in ink or electronically by MMIT and Client. These Terms and Conditions sometimes refer to MMIT and Client individually as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined by these Terms and Conditions have the meanings supplied by the Order.

  1. Licensed Solutions. MMIT, subject to these Terms and Conditions and Client’s performance of its obligations under the Order or Exhibit A to these Terms and Conditions, will provide Client with access to and use of the Licensed Solutions identified in the Order, in each case on a one-time basis, via an application programming interface (“API”), and/or during the Subscription Period as specified by the Order. Licensed Solutions are described in Exhibit A to these Terms and Conditions, and will be supplied in MMIT’s standard format. MMIT grants to Client, a non-exclusive, nontransferable right and license (without the right of sublicense) to use each Licensed Solution for the Permitted Uses set forth in the Order.
  2. Renewal: If the “Annual Renewals” box is checked in the grid on the Order, then the Licensed Solution will automatically renew for consecutive one-year Subscription Periods (each a “Renewal Subscription”) unless either Party, at least one hundred twenty (120) days before the end of the initial Subscription Period or a Renewal Subscription, gives notice of nonrenewal, in which case the subscription will expire at the end of the then-current period. MMIT, at least one hundred fifty (150) days before the end of the Subscription Period and each Renewal Subscription, will notify Client of any change to the Fees for the next Renewal Subscription.
  3. Restrictions
    • 3.1. The Permitted Uses set forth in the Order establish Client’s rights with respect to each Licensed Solution. Except as expressly authorized by the Permitted Uses, Client will not: (a) modify, copy, adapt, translate, rent, publish, lease, loan, resell, network or distribute the Licensed Solutions or create derivative works based upon the Licensed Solutions; (b) use the Licensed Solutions for an activity that violates any law or regulation, or the rights of any third party; (c) publish information derived from the Licensed Solution; (d) provide any third party access in whole or in part to the Licensed Solution, including any affiliated, parent, division or subsidiary organizations or employees, whether wholly or partially owned or affiliated; (e) use any data contained in the Licensed Solutions for viewing or presentation purposes to any third party; (f) distribute or sell any viewing or presentation software designed to access the information in the Licensed Solutions; or (g) otherwise use the Licensed Solutions for any purpose not explicitly authorized by MMIT in writing.
    • 3.2. Without limiting the foregoing, Client will grant access to the Licensed Solutions and data only to Authorized Users. Nothing will convey to Client any right in the Licensed Solutions other than those rights expressly granted. All worldwide intellectual property rights that are embodied in, related to, or represented by the Licensed Solutions are, and will be, the sole and exclusive property of MMIT.
    • 3.3. MMIT will provide Client with the log-in IDs, passwords and/or authorization keys (collectively, the “Log-Ins”), if any, Client requires to use the Licensed Solutions. As a material inducement for MMIT to issue Client the Log-Ins and other materials as contemplated by this Section 3.3, Client will be solely responsible for safeguarding the Log-Ins and otherwise complying with the password and security procedures MMIT establishes from time to time. Client will promptly notify MMIT if it learns of any information suggesting that the security of its Log-Ins or the security procedures have been compromised.
    • 3.4. Nothing will convey to Client any right in a Licensed Solution other than those rights expressly granted. All worldwide intellectual property rights that are embodied in, related to, or represented by the Licensed Solutions are, and will be, the sole and exclusive property of MMIT.
  4. Recordkeeping; Inspection (Licensed Solutions).
    • 4.1. Client during the each Subscription Period under the Order and for twelve (12) months thereafter, will maintain records of all documents and files it creates using each Licensed Solution or data derived from a Licensed Solution (“Usage Record”). Client, at MMIT’s advanced written request no more than once in any twelve (12) month period, will provide MMIT copies of Usage Records solely to confirm that Client has used the Licensed Solutions only for the Permitted Uses and that Client has complied with the restrictions set forth in Section 3. For the avoidance of doubt, the Usage Record will be Client’s Confidential Information (as defined below).
    • 4.2. If MMIT, as a result of a record inspection or otherwise, learns that Client has exceeded the Permitted Uses for any Licensed Solution, Client will pay MMIT for the unauthorized use, as liquidated damages and not as a penalty, at the rate of 150% of MMIT’s list price for the use, prorated for partial years, and (iii) if Client wishes to continue the previously unauthorized use, enter into an amendment with MMIT authorizing and establishing a fee for the use.
  5. Confidential Information.
    • 5.1. “Confidential Information,” for purposes of this Agreement, means all information and know-how (whether or not patentable and whether or not copyrightable) owned, possessed or used by one Party (“Owner”) that Owner discloses or has disclosed to the other Party (“Recipient”) that the Recipient knows or should reasonably know to be confidential to the Owner, provided, that Confidential Information will not include information which (a) is or becomes available to third parties on a non-confidential basis other than because of disclosure by Recipient or its employees in violation of this Agreement; (b) was known to Recipient before Recipient’s receiving the same under this Agreement and not otherwise restricted by contract or law; or (c) becomes available to Recipient on a non-confidential basis from a third person or source not restricted by contract or law. For the avoidance of doubt, MMIT Confidential Information includes the Licensed Solutions and all algorithms, data and other content embodied in or delivered by MMIT with the Licensed Solutions.
    • 5.2. Protection. Recipient will safeguard Owner’s Confidential Information and prevent the unauthorized, negligent or inadvertent use, copying or disclosure Owner’s Confidential Information in a manner not less than that employed to protect each such Party’s own proprietary information and always with at least reasonable care.
    • 5.3. Non-Use; Nondisclosure. Recipient will use Owner’s Confidential Information only in performing this Agreement and for no other purpose. Recipient may disclose Owner’s Confidential Information only (a) to those of its employees, representatives, agents and contractors who need to know the same and who have executed a confidentiality agreement in favor of Recipient or otherwise owe Recipient a duty of confidentiality, and (b) as required by the order or requirement of a court, administrative agency or other governmental body; provided, however, that Recipient when reasonably practicable will provide notice to Owner and, at Owner’s reasonable request and expense, assist Owner in obtaining a protective order or otherwise prevent public disclosure of the information. Recipient when reasonably practicable will notify Owner of any unauthorized use or disclosure of Owner’s Confidential Information by Recipient or any Recipient employees, representatives, agents or contractors. Following the expiration or termination of Recipient’s rights to use Owner’s Confidential Information under this Agreement, Recipient at Owner’s request will return to Owner all such Confidential Information delivered or disclosed, with all copies of such Confidential Information made by such Party.
  6. Representations. MMIT represents and warrants it will apply a commercially reasonable skill, care and diligent supervision necessary in providing Licensed Solutions to Client. Each of MMIT and Client represents and warrants to the other that (a) it has the legal capacity and corporate right, power and authority to enter into, deliver and fully perform the Order and these Terms and Conditions; and (b) neither the execution, delivery, nor performance of the Order will cause a violation or breach of any contract, agreement, order, judgment, or decree to which it is bound.
  7. Disclaimers.
    • 7.1. EXCEPT AS EXPRESSLY PROVIDED BY SECTION 6 OF THESE TERMS AND CONDITIONS, THE LICENSED SOLUTIONS ARE PROVIDED “AS IS,” AND MMIT MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOLUTIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, AND DISCLAIMS ANY LIABILITY IN CONNECTION WITH ANY SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTY OF NON-INFRINGEMENT, OR ANY WARRANTY THAT THE LICENSED SOLUTIONS WILL BE ERROR-FREE OR UNINTERRUPTED. ANY LICENSED SOLUTIONS WILL REFLECT MMIT’S JUDGMENT, KNOWLEDGE AND EXPERTISE, BUT MMIT DISCLAIMS ANY REPRESENTATION, WARRANTY, PROMISE OR GUARANTEE AS TO THE OUTCOME OF ANY ACTION BY MMIT OR CLIENT BASED ON THE LICENSED SOLUTIONS OR OTHERWISE.
    • 7.2. Client acknowledges that (i) MMIT’s relationship with, and ability to obtain information from, any or all of its sources may change without prior notice to MMIT, and (ii) the Licensed Solution may shift over time due to changes in the policies of MMIT’s sources, changes in laws and regulations and other factors. MMIT does not guarantee collection of any particular data element, including data that may have been included in earlier versions of the Licensed Solutions.
    • 7.3. IN NO EVENT WILL EITHER PARTY OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY UNDER ANY THEORY OF LIABILITY, HOWEVER ARISING, FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE ORDER OR THESE TERMS AND CONDITIONS INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THE ORDER OR THESE TERMS AND CONDITIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY UNDER ANY ORDER WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID (OR, IN THE CASE OF CLIENT, PAYABLE) UNDER THE ORDER TO MMIT. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS SECTION 7.3 WILL NOT APPLY TO (i) A BREACH OF CLIENT’S OBLIGATIONS UNDER SECTION 2; OR (ii) AMOUNTS PAID OR PAYABLE IN CONNECTION WITH A CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS AND CONDITIONS.
  8. Indemnification.
    • 8.1. By MMIT.
      • 8.1.1. MMIT will indemnify and defend Client from and against any and all demands, claims, suits and proceedings by any third party (each, a “Claim”), and all liability, losses, damages and expenses (including, without limitation, reasonable attorneys’ fees) arising from the Claim (collectively, “Costs”), in each case arising from infringement by an Licensed Solution of any U.S. patent, copyright, trade secret right or other intellectual property right of such third party, provided the Claim is not a result of Client, its partners, employees, agents or contractors modifying or altering an Licensed Solution in any way.
      • 8.1.2. If an Licensed Solution becomes subject to a Claim that the Licensed Solution infringes, or if MMIT determines that an Licensed Solution likely infringes, the intellectual property rights of a third party, MMIT, at its option and expense, may (a) modify the infringing portion of the Licensed Solution to make it noninfringing; (b) replace the Licensed Solution with a noninfringing solution or service having substantially similar functionality; (c) obtain the right to continue using the infringing portion of the Licensed Solution, or (d) if none of the foregoing options is commercially practicable, terminate this Agreement with respect to the affected Licensed Solution and refund to Client the unearned portion of any fees Client paid for the affected Licensed Solution.
    • 8.2. By Client. Client will indemnify and defend MMIT from and against any and all Claims and Costs arising from (a) the use, analysis, processing or publication by Client or any partner, employee, agent or contractor of Client of data or data derived from a Licensed Solution; (b) any allegation that the Licensed Solution was modified or altered by Client, its partners, employees, agents or contractors and as a result infringes the patent, copyright or other intellectual property right, or misappropriates the trade secrets, of any third party; (c) any allegation that Program Materials, advertisements or other materials supplied by Client or used by Client in connection with a Licensed Solution (i) contain any false, inaccurate, libelous or obscene material, (ii) violate any right of privacy, publicity, proprietary right, intellectual property right, or (iii) violates any applicable law or regulation, or (d) any breach by Client of Section 3 or 52 of these Terms and Conditions.
    • 8.3. Indemnification Process. To qualify for the above indemnities, the Party seeking indemnification (the “Indemnified Party”) will provide the other Party (the “Indemnifying Party”) with timely written notice of the Claim so that the timing of the notice does not prejudice the Indemnifying Party’s ability to defend or settle the Claim, and will cooperate with the Indemnifying Party in every reasonable way to facilitate the defense and settlement of the Claim. The Indemnifying Party will have sole control over the defense and settlement of any such action to which the above indemnities relate, including control over choosing and obtaining counsel. The Indemnified Party may be represented by, and have counsel appear, at its own expense, with respect to any such Claim. This Section 8 states the Indemnifying Party’s entire obligation and responsibility, and the Indemnified Party’s sole and exclusive remedy, with respect to its subject matter.
  9. Recordkeeping; Inspection.
    • 9.1. Client, during the Term and for twelve (12) months thereafter, will maintain complete and accurate records regarding its use of each Licensed Solution. No more than once in any twelve (12) month period, MMIT or its representative may inspect Client’s records solely to confirm that Client has used the Licensed Solutions only for the Permitted Uses and that Client has complied with the restrictions set forth in Sections 3.1 and 3.2. Any such inspection will be conducted during regular business hours at the place Client maintains the records, in a manner that will not interfere unreasonably with Client’s business activities.
    • 9.2. If MMIT, as a result of a record inspection or otherwise, learns that Client has exceeded the Permitted Uses, Client will (i) reimburse MMIT for the cost of the record inspection (if any), (ii) pay MMIT for the unauthorized use at the rate of 150% of MMIT’s list price for the use, prorated for partial years, and (iii) if Client wishes to continue the previously unauthorized use, enter into an amendment with MMIT authorizing and establishing a fee for the use.
  10. General. The Order and these Terms and Conditions constitute the complete agreement between the parties and supersede all previous communications and representations or agreements, either oral or written, regarding its subject matter. Neither the Order nor these Terms and Conditions may be modified or changed in whole or in part in any manner other than by an agreement in writing duly signed by both parties, or by an exchange of emails between the Parties clearly expressing the Parties intent to amend the Order and or these Terms and Conditions. Any purchase order, acknowledgment or other business form either Party issues in connection with the Order or these Terms and Conditions are solely for the issuing Party’s internal convenience, and will not modify, amend or supplement the terms of the Order or these Terms and Conditions, irrespective of whether it purports to do so, or whether it is countersigned or acknowledged by the other Party. Neither party will be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of such party or its contractors, agents or suppliers. Except with respect to that body of law relating to choice of law, the Order will be governed by and construed under the laws of the Commonwealth of Pennsylvania. The parties will submit to jurisdiction and venue in such state, and in state courts and the U.S. District Courts in such state. Any award made by a court in conjunction with litigation between the parties regarding the Order or these Terms and Conditions will include an award of all reasonable attorneys’ fees and legal costs incurred by the party in whose favor the final decision is rendered. If any provision of these Terms and Conditions or the application thereof to any person or circumstances will to any extent be invalid or unenforceable, the remainder of these Terms and Conditions, or the application thereof to any person or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each provision of these Terms and Conditions will be valid and enforced to the fullest extent of the law. Section headings are for convenience only and will not affect the construction or interpretation of these Terms and Conditions. The Order may be executed in one or more counterparts, each of which will be deemed an original, but all of which will constitute the same instrument. A party’s acceptance or approval of the Order by electronic mail or other electronic means will be binding on such party as if such party had executed the Order in writing.

EXHIBIT A

Details About Licensed Solutions
MMIT REACH PACKAGE: CONTACTS
Subscription Snapshot DIRECTORY OF HEALTH PLANS Subscription Snapshot MMIT PAYER LANDSCAPE Subscription Snapshot AIS HEALTH PUBLICATIONS PATIENT REIMBURSEMENT DATA MMIT ANALYTICS (WITH POLICY AND RESTRICTIONS (PAR))