Terms

This Healthcare Authenticator License and Subscription Agreement (“Agreement”) by and between IQVIA, Inc. with offices at One IMS Drive, Plymouth Meeting, PA 19462 USA (“IQVIA”) and the organization that You represent (“Licensee”), sets forth the terms whereby IQVIA agrees to license to Licensee the Healthcare Authenticator SDK and provide to Licensee the Healthcare Authenticator Subscription Services.

THIS AGREEMENT, AS AMENDED FROM TIME TO TIME AND PUBLISHED AT HTTPS://WWW.HEALTHCAREAUTHENTICATOR.COM, ARE A LEGAL AGREEMENT BETWEEN IQVIA AND LICENSEE. YOU MUST READ AND AGREE TO THIS AGREEMENT BEFORE USING THE SERVICES. YOUR USE OF THE SERVICES SIGNIFIES ACCEPTANCE OF THIS AGREEMENT.

YOU REPRESENT AND WARRANT THAT YOU POSSESS ALL REQUISITE POWER AND AUTHORITY TO BIND LICENSEE AND ENSURE LICENSEE’S COMPLIANCE WITH THIS AGREEMENT.

LICENSEE IS RESPONSIBLE FOR REGULARLY REVIEWING THIS AGREEMENT. IQVIA MAY MODIFY THIS AGREEMENT UPON 7 DAYS’ NOTICE BY POSTING A REVISED COPY OF THE TERMS ON THE SITE. IF LICENSEE IS DISSATISFIED WITH ANY MODIFICATION TO THIS AGREEMENT, THE ONLY REMEDY IS TO TERMINATE LICENSEE’S USE OF THE SERVICES, AS DESCRIBED IN THIS AGREEMENT. LICENSEE’S CONTINUED USE OF THE SERVICES AFTER A CHANGE OR UPDATE HAS BEEN MADE CONSTITUTES ACCEPTANCE OF SUCH CHANGE OR UPDATE.

1. INTERPRETATION AND DEFINITIONS.

1.1. Interpretation. As used herein, “Agreement” shall mean (a) these General Terms; and (b) any schedules or attachments to the General Terms (“Supplemental Terms”). As used herein, “including” means including but not limited to.

1.2.Definitions. Defined terms shall have the meaning provided to them in the Agreement. Other defined terms include the following:

“Affiliate” means any corporation, partnership or other entity that directly or indirectly controls, is controlled by, or is under common control of the named party. For these purposes, “control” shall refer to: (a) the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through the ownership of voting securities, by contract or otherwise; or (b) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of an entity.

“Applicable Laws” means all legislation, statutes, regulations, ordinances, rules, judgments, orders, decrees, rulings, and other requirements enacted, promulgated, or imposed by any governmental authority or judicial or regulatory body (including any self-regulatory body) at any level (e.g., municipal, county, provincial, state or national) that are applicable to or enforceable against a party or its personnel in relation to their activities under or pursuant to the Agreement, including Data Protection Laws.

“Data Protection Laws” has the meaning set forth in Section 6.1.

“Fees” or “Subscription Fees” means the then current fees and charges applicable to the Services as listed on the pricing tab of the Site (“Fee Schedule”) and incorporated herein by reference.

Except as otherwise expressly stated in the Agreement, the Subscription Fees are non-cancellable and non-refundable. “General Terms” means Sections 1 (Interpretation and Definitions) through 12 (Miscellaneous), excluding the Supplemental Terms.

“Healthcare Authenticator” means the software development kit(s) (“SDK”) related to the Healthcare Authenticator Database, and all related software, tools, documentation, and API information, together with any upgrades, modifications, additions, or improvements thereto, and licensed pursuant to Section 3.1(a). “Healthcare Authenticator Database” means the HCPs/HCOs that the Healthcare Authenticator SDK accesses in real-time, which available fields are specified in the Service Schedule available at https://www.healthcareauthenticator.com/en/subscription-services and incorporated herein by reference and that is powered by the OneKey Database on a daily basis, plus any information Licensee wishes to store in a stored predefined model. “Healthcare Authenticator Subscription Services” means the access rights to the Healthcare Authenticator Database made available to Licensee pursuant to the terms of this Agreement and as further detailed in the Subscription Services Description available at https://www.healthcareauthenticator.com/en/subscription-services and incorporated herein by reference referred to herein as the “Service Schedule”).

“Intellectual Property Rights” means the legal rights held by the owner of a copyright, patent, trademark, or trade secret, including (a) the rights to copy, publicly perform, publicly display, distribute, adapt, translate, modify and create derivative works of copyrighted subject matter; (b) the rights to exclude others from using, making, having made, selling, offering to sell, and importing patented subject matter and to practice patented methods; (c) the rights to use and display any marks in association with businesses, products, or services as an indication of ownership, origin, affiliation, or sponsorship; and (d) the rights to apply for any of the foregoing rights, and all rights in those applications. Intellectual Property Rights also include any and all rights associated with particular information that are granted by law, and that give the owner, independent of contract, exclusive authority to control the use or disclosure of the information, including privacy rights and any rights in databases recognized by applicable law.

“IQVIA Materials” means (a) any and all data and/or databases, including the Healthcare Authenticator Database and Healthcare Authenticator Data, data models, documentation, software, source code, object code, tools, algorithms, user interface designs, methodologies, concepts, and other materials owned by or licensed to IQVIA prior to, independently of, or in conjunction with its performance of the Healthcare Authenticator Subscription Services, or compiled, obtained, and/or generated by IQVIA in its performance of the Healthcare Authenticator Subscription Services; (b) any information or materials derived from the foregoing; and (c) all Intellectual Property Rights therein. “IQVIA Published Specifications” means IQVIA’s technical documentation and usage guides for the applicable Healthcare Authenticator Subscription Services that are made available to Licensee.

“Services” means the licenses granted to the Healthcare Authenticator and the Healthcare Authenticator Subscription Services.

“Site” means the Healthcare authenticator website available at https://www.healthcareauthenticator.com where Licensee registers for and accesses the Services. Materials related to this Agreement will be found on the Site.

“Territory” means the countries selected for the subscription when purchasing the pro version of the Healthcare Authenticator SDK.
“You” means the individual accepting this Agreement who has the requisite authority to represent and bind Licensee to this Agreement.

2. SERVICES.

2.1.Scope. Licensee’s use of the Healthcare Authenticator Subscription Services is subject to compliance with the terms and conditions of this Agreement, including any usage or other parameters or limitations, as further outlined in the Service Schedule.

2.2. Cooperation. Licensee shall provide all relevant information, instructions, and/or access to Licensee’s information technology systems as reasonably required for IQVIA to provide the Healthcare Authenticator Subscription Services.

2.3. Use Outside of the Territory. The Healthcare Authenticator Subscription Services and Healthcare Authenticator SDK are offered for use in the Territory. As between IQVIA and Licensee, Licensee is solely responsible for compliance with Applicable Laws relevant to access and use of the Healthcare Authenticator Subscription Services while outside of the Territory.

3. LICENSE GRANTS AND RESTRICTIONS.

3.1. License. Subject to Licensee’s complete and ongoing compliance with all of the terms and conditions set forth in this Agreement, and provided that Licensee’s use is limited to the healthcare industry, including all license limitations and restrictions set forth in the Agreement and payment of all applicable fees, IQVIA grants to Licensee for the applicable Term the following limited, non-exclusive, non-transferable, non-sublicensable, license to:

a. access and use the Healthcare Authenticator in the Territory solely in connection with internally developing Licensee’s own application(s) (“Licensee Application”);

b. access and use the relevant portions of the Healthcare Authenticator Database solely in connection with (i) Licensee’s internal business purposes; and (ii) the Licensee Application(s) that Licensee provides to its customers; and

c. use, modify, or merge all, or portions of, the Healthcare Authenticator Database with Licensee’s Applications and distribute it only as part of Licensee Applications.

3.2. Use Restrictions.
a. Healthcare Authenticator Database. Licensee may not

merge the Healthcare Authenticator Database with other data in such a manner that it would not be possible to identify the data contained in the Healthcare Authenticator Database from other data. In addition, Licensee is prohibited from extracting the contents of the Healthcare Authenticator Database (or any part thereof) and using the same for any commercial purpose, including trading, building commercial databases, reselling, or redistributing the Healthcare Authenticator Database, outside of the Licensee Applications.

b. General Restrictions. Licensee agrees not to act outside the scope of the rights that are expressly granted by IQVIA in the Agreement, including the then current Healthcare Authenticator Database Access Addendum available at https://www.healthcareauthenticator.com/en/access-addendum (incorporated herein by reference), referred to herein as the “Access Addendum”. Further, Licensee will not (i) use the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK, or IQVIA Materials in any manner that is inconsistent with this Agreement; (ii) except as expressly permitted in the Agreement, modify any portion of the Healthcare Authenticator Subscription Services, Healthcare Authenticator or IQVIA Materials, or attempt to create, or permit the creation of, any derivative works of the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK, or IQVIA Materials; (iii) access or use the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK, or IQVIA Materials in order to develop or support, or assist another party in developing or supporting, any products or services competitive with the Healthcare Authenticator Subscription Services or Healthcare Authenticator SDK; (iv) directly or indirectly decompile, reverse engineer (unless required by law for interoperability, in which case Licensee shall first request in writing that IQVIA provide the necessary information, for which IQVIA has the right to impose reasonable conditions, including fees, for doing so), disassemble, analyze, or use any other method in an attempt to view or recreate any of the source code of, or extract any trade secrets from, the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK, or IQVIA Materials; (v) use the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK, or IQVIA Materials to operate the business of a third party, or to process data or content provided by a third party for the operation of a third party’s business, or otherwise use the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK, or IQVIA Materials on a third party’s behalf, or to act as a service bureau or provider of application services to any third party; (vi) knowingly or intentionally re-use, disseminate, copy, or otherwise use the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK or IQVIA Materials in a way that infringes, misappropriates, or violates any trademark, copyright, patent, trade secret, publicity, privacy or other right of IQVIA or any third party; or (vii) sell, lend, lease, assign, transfer, pledge, permit a lien upon, or sublicense any of the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK or IQVIA Materials or rights granted to Licensee therein by this Agreement.

c. Copyright. Only upon IQVIA’s request, Licensee agrees that is shall include IQVIA’s copyright notices on Licensee’s Applications, except for those Application in which Licensee includes a copyright notice reflecting the copyright ownership of Licensee in such programs. Licensee may not use IQVIA’s name, logo, or trademarks to market Licensee Applications or products, unless it receives advance written consent from IQVIA which use shall be in accordance with any provided trademark use guidelines.

4. PROPRIETARY RIGHTS.

Licensee acknowledges and agrees that (a) IQVIA has spent, and continues to spend, considerable time and resources on the selection and arrangement of the Healthcare Authenticator Database as an original intellectual creation, and (b) the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK, and IQVIA Materials, including the selection and arrangement of the Healthcare Authenticator Database and information contained therein and derived therefrom, shall remain the sole and exclusive property of IQVIA (and/or its licensors, as applicable) and IQVIA shall retain all Intellectual Property Rights therein.

IQVIA does not grant, and Licensee does not receive, any other interest in any IQVIA Materials, Healthcare Authenticator Subscription Services, or Healthcare Authenticator SDK except for those rights explicitly granted under the Agreement, and Licensee agrees to protect all copyright and other ownership interests of IQVIA and/or its licensors in all items in the Healthcare Authenticator Subscription Services and Healthcare Authenticator SDK supplied under the Agreement. In the event Licensee provides IQVIA with feedback or suggestions in respect of the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK, or IQVIA Materials, Licensee agrees that such feedback or suggestions will be shared on a non- confidential, non-proprietary basis and IQVIA may choose to use or not use such feedback or suggestions to modify or enhance future IQVIA services without any further obligation to Licensee. IQVIA shall retain sole and exclusive ownership of the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK and IQVIA Materials, as currently existing or modified over time using such feedback or suggestions, unless otherwise expressly agreed in writing by IQVIA in advance. Licensee shall not remove, alter, modify, or deface any confidential, copyright, or other proprietary notices contained on, affixed to, encoded, or recorded in any IQVIA Materials, or fail to preserve or denote all copyright and other proprietary notices with respect to, all IQVIA Materials.

5. CONFIDENTIALITY.

Neither party shall communicate, disclose, or provide to any third party any information provided by one party to the other in connection with the Healthcare Authenticator Subscription Services or Healthcare Authenticator SDK which is identified at the time of its disclosure as confidential or which, by the nature or type of information, reasonably should be regarded as confidential information (collectively “Confidential Information”), except as otherwise expressly permitted in this Agreement or IQVIA policies. Licensee acknowledges and agrees that the Healthcare Authenticator Database, Healthcare Authenticator SDK, and IQVIA Materials are confidential to IQVIA. Each party agrees to treat the Confidential Information of the other as confidential, using the same degree of care used by the receiving party to protect the receiving party’s own confidential information, but in any event not less than a reasonable degree of care. Each party shall advise permitted recipients of Confidential Information of the confidential nature of such information. Notwithstanding the foregoing, IQVIA may add Licensee’s name to IQVIA’s published list of customers. This confidentiality provision does not apply to any information: (a) available in the public domain through no fault of the receiving party; (b) independently developed by or on behalf of the receiving party without reference to any Confidential Information of the disclosing party; or (c) disclosed to the receiving party without restriction by a third party having a bona fide right to do so and not having an obligation of confidence with respect to such information; provided, however, that none of the foregoing exceptions shall apply to the Healthcare Authenticator SDK, Healthcare Authenticator Database, or IQVIA Materials. Nothing in the Agreement shall restrict a party from disclosing any Confidential Information where the production of any such Confidential Information is compelled under process or request by a court or administrativeor law enforcement agency of competent jurisdiction, provided that in each case the producing party shall ensure that such Confidential Information is afforded the highest level of protection via any available mechanisms for the protection of confidential or proprietary materials.

6. PRIVACY AND DATA PROTECTION.

6.1. Licensee understands and agrees that some of the information contained in the IQVIA Materials and Healthcare Authenticator Database may be “Personal Data” as this term is defined in the GDPR and the applicable local EU member state data protection law and/or any other international and/or national and/or local privacy or data protection laws in any territory within any local agreement (collectively, the “Data Protection Laws”).

6.2. Licensee acknowledges that Personal Data includes any information that may be used to identify, locate, or contact an individual, including any of the following if applicable: (a) first name or initial and last name or any components thereof; (b) home or other physical address or any components thereof; (c) telephone number; or (d) any other information relating to an individual, either directly or indirectly, that is combined with any of the above.

6.3. The use and processing of Personal Data must be carried out in accordance with the Data Protection Laws of the Territory for which the Healthcare Authenticator Subscription Services are provided.

6.4. The Personal Data pertaining to the Healthcare Authenticator Database is powered by the OneKey Database, and collected and processed as per the OneKey Privacy Policy / Data Collection Statement and the applicable Data Protection Laws. OneKey country specific privacy notices may have specificities and should be consulted.

6.5. The processing of Personal Data relating to Licensee´s end user (“end user” shall encompass any singular or legal person who uses the Services, including legal representatives, employees, service providers, agents and consultants, regardless of the nature or validity of their formal link with the Licensee) – which may encompass end user unique ID, Health Authenticator Database usage activity and geolocation information where the end user has activated “show around me” features –  will be processed by IQVIA for IQVIA´s data processing purposes, such as generation of aggregated statistics, invoice calculation and/or identification of aspects of the Services in need of improvement, in compliance with the applicable Data Protection Laws.

7. PAYMENT.

Licensee agrees to pay the Fees on the Fee Schedule, as incorporated herein by reference. As a condition to receiving the Services and prior to activation of the Service, Licensee will go through the IQVIA on-line payment registration.

8. TERM AND TERMINATION.

8.1.Term. This Agreement shall become effective upon Licensee’s acceptance of the Agreement through the Site (“Effective Date”) and remain in effect for one (1) year, unless terminated as provided for herein (“Initial Term”). This Agreement shall automatically renew for additional one (1) year terms (each a “Renewal Term”) upon the conclusion of the Initial Term or prior Renewal Term, as applicable, unless Licensee provides IQVIA with written notice of termination at least sixty (60) days prior to the commencement of the next Renewal Term. The Initial Term and each Renewal Term are collectively the “Term”.

8.2. Termination. Either party may terminate this Agreement only as follows: (a) immediately where any license or confidentiality restrictions, Intellectual Property Rights, data protection provisions, or payment obligations are breached by the other party, or in the case of insolvency of the other party, or (b) upon thirty (30) days’ written notice to the other party in the event of a material breach of this Agreement by the other party that has not been cured within such thirty (30)-day period.

8.3. Effect of Termination.

a. Immediately upon the expiration or termination of this Agreement, Licensee’s rights with respect to the Healthcare Authenticator Subscription Services and Healthcare Authenticator SDK, all licenses granted to Licensee under the Agreement, and all access to IQVIA Materials shall immediately terminate and Licensee shall immediately cease using such services and IQVIA Materials.

b. Without prejudice to any rights or remedies available to IQVIA, in the event of any permitted termination, Licensee shall pay IQVIA, at a minimum, for the Healthcare Authenticator Subscription Services performed through the effective date of termination and all non-cancellable expenses.

c. If IQVIA discontinues production or support of any Healthcare Authenticator Subscription Services with respect to Licensee, IQVIA shall use commercially reasonable efforts to give Licensee advance written notice of any such discontinuance. If IQVIA discontinues any Healthcare Authenticator Subscription Services for which Licensee has prepaid, Licensee shall receive a pro-rata refund of any prepaid fees for the terminated Healthcare Authenticator Service(s) not supplied to Licensee by IQVIA.

8.4. Survival. Sections 3 (License Grants and Restrictions), 4 (Proprietary Rights), 5 (Confidentiality), 6 (Privacy and Data Protection), 7 (Payment), 10 (Warranty and Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), and 12 (Miscellaneous) of these General Terms, and Access Addendum shall survive and remain in effect after expiration or termination of this Agreement.

9. WARRANTY AND DISCLAIMER.

9.1. Warranty. IQVIA warrants that the Healthcare Authenticator Subscription Services and Healthcare Authenticator SDK shall substantially conform to the applicable IQVIA Published Specifications prevailing as of the time the Healthcare Authenticator Subscription Services are rendered and Healthcare Authenticator SDK licensed. Licensee shall assume sole responsibility for any use of the Healthcare Authenticator Subscription Services and Healthcare Authenticator SDK that is inconsistent with such IQVIA Published Specifications. The entire liability of IQVIA, and Licensee’s exclusive remedy for any breach of this warranty, shall be for IQVIA to use commercially reasonable efforts to correct, in accordance with IQVIA operating procedures for quality assurance, any such non-conformance which has been properly reported by Licensee to IQVIA in writing within sixty (60) days of delivery of the affected Healthcare Authenticator Subscription Services or Healthcare Authenticator SDK.

9.2. Disclaimer. EXCEPT AS SET FORTH ABOVE, THE HEALTHCARE AUTHENTICATOR SUBSCRIPTION SERVICES, HEALTHCARE AUTHENTICATOR SDK AND IQVIA MATERIALS ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT ANY FURTHER WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS, IQVIA EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES WITH RESPECT TO THE HEALTHCARE AUTHENTICATOR SUBSCRIPTION SERVICES AND IQVIA MATERIALS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY.

10.1.No Consequential Damages. To the fullest extent permitted under Applicable Laws, IQVIA shall not be liable for any incidental, consequential, indirect, or special damages, lost business or anticipated savings, lost profits, lost data, lost goodwill, or third party claims, whether foreseeable or not, arising out of or in connection with the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK, or the Agreement, even if IQVIA has been advised, knew, or should have known, of the possibility of such damages and regardless of the form of action, whether in contract or in tort, including negligence and strict liability.

10.2. Liability Limitation. To the fullest extent permitted under Applicable Laws, and regardless of the form of action, whether in contract or in tort, including negligence and strict liability, IQVIA’s total liability, if any, for any and all claims arising out of or in connection with the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK or the Agreement shall not exceed the total fees (excluding taxes) paid by Licensee under the this Agreement during the twelve (12) months prior to the date giving rise to the claim with respect to the affected portion of the Healthcare Authenticator Subscription Services.

11. INDEMNIFICATION.

11.1. Indemnification. Licensee shall indemnify, defend and hold IQVIA and its directors, officers, successors and permitted assigns (each an “IQVIA Indemnified Party”) harmless from and against any and all third party liabilities, losses, claims, demands, judgments, causes of action, fines, damages, costs and expenses (including reasonable attorneys’ fees) (collectively, “Claims”), in each case to the extent such Claims are based on, arise out of, or are caused by (a) the use and distribution of Licensee Applications that contain or are based upon any portion of the Healthcare Authenticator Subscription Services or Healthcare Authenticator SDK, including claims that any such use infringes or otherwise violates the rights of any third party, including Intellectual Property Rights, privacy, publicity or other personal or proprietary rights, (b) Licensee’s use of the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK, or any IQVIA Materials (i) other than in accordance with this Agreement or (ii) in violation of the Agreement or Applicable Laws; (c) Licensee’s breach of the Agreement; and (d) Licensee Data (as such term is defined in the Access Addendum).

11.2. Indemnification Procedures. The IQVIA Indemnified Party shall give Licensee prompt written notice of any Claim, including a brief description of the amount and basis for the claim, if known. Upon receiving such notice, Licensee shall be obligated to defend the IQVIA Indemnified Party (and their indemnitees) against the Claim, and shall be entitled to assume control of the defense and settlement of the Claim. Any IQVIA Indemnified Party may participate in the defense and settlement of the Claim at its own expense, using its own counsel, but without any right of control. Licensee shall keep the IQVIA Indemnified Party reasonably apprised as to the status of the Claim. Neither Licensee nor any IQVIA Indemnified Party shall be liable for any settlement of a Claim made without its consent.

12. MISCELLANEOUS.

12.1. Non-Blocking of Development. Licensee acknowledges that IQVIA is currently developing or may develop technologies, services, and products in the future that have or may have design and/or functionality similar to Licensee Applications and products that Licensee may develop based on Licensee’s licenses herein. Nothing in the Agreement shall impair, limit, or curtail IQVIA’s right to continue with its development, maintenance, and/or distribution of IQVIA’s technology, services, or products. Licensee agrees that Licensee shall not assert in any way any patent owned by Licensee arising out of or in connection with the Healthcare Authenticator Subscription Services (or modifications made thereto) or the Healthcare Authenticator SDK against IQVIA, its Affiliates, or their customers, direct or indirect agents and contractors for the manufacture, use, import, licensing, offer for sale or sale of any IQVIA technologies, services, or products.

12.2. Entire Agreement. The Agreement constitutes all of the terms and conditions with respect to the subject matter hereof, merging, integrating, and superseding all prior and contemporaneous representations and understandings with respect thereto. No modification, amendment, or waiver of any of the provisions of the Agreement shall be binding upon the parties unless made in writing and duly executed by authorized representatives of Licensee and IQVIA. The Agreement shall take precedence over Licensee’s additional and/or different terms and conditions, including any general terms of purchase of Licensee, to which notice of objection is hereby given. The Agreement is not intended to benefit any third party unless expressly stated herein.

12.3. Order of Precedence. In the event of any conflicts or inconsistencies between the General Terms and Supplemental Terms, the Supplemental Terms shall take precedence.

12.4. Force Majeure. Except for the obligation to pay Fees, each party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including the failure of any data supplier of IQVIA to timely supply data.

12.5. Assignment. Except as set out below, Licensee shall not, without the prior written consent of IQVIA, assign, transfer, or otherwise delegate, in whole or in part, the benefit of, or Licensee’s rights or obligations under the Agreement. IQVIA each shall have the right to assign the Agreement (including by operation of law) to the surviving party of any merger, acquisition, or reorganization to which it is a party, or to the purchaser of all or substantially all of IQVIA’s assets.

12.6. Governing Law. This Agreement and all matters arising out of or related thereto shall be governed by and construed in accordance with the laws of the State of New York.

12.7. Compliance with Applicable Laws. Neither IQVIA nor Licensee shall violate any law or regulation directly applicable, in the case of IQVIA, to its delivery of Healthcare Authenticator SDK and Healthcare Authenticator Subscription Services and, in the case of Licensee, to the receipt or use of the Healthcare Authenticator Subscription Services and Healthcare Authenticator SDK. Nothing contained in the foregoing shall be interpreted to shift Licensee’s legal or regulatory compliance obligations, which are and shall remain the sole responsibility of Licensee.

12.8. Export Restrictions. Licensee hereby acknowledges that the Healthcare Authenticator Subscription Services and IQVIA Materials may be subject to United States or European Union export control and sanctions laws. Licensee agrees that the Healthcare Authenticator Subscription Services, Healthcare Authenticator SDK, and IQVIA Materials shall not, without all appropriate licenses and authorizations, be provided to or used in support of business with any person, entity or territory subject to United States or European Union sanctions, nor shall they be exported or re-exported to any person or destination prohibited by, or otherwise used in violation of, applicable export control or economic sanctions laws.

12.9. Execution. The Agreement may be executed by the parties on the same or separate counterparts, and/or by .pdf or electronic signature. Any executed copy made by reliable means (e.g., scanned image, photocopy, or facsimile) will be deemed to be an original, and all executed counterparts together will constitute one and the same instrument.

12.10. Notices. Licensee shall provide prompt written notice to IQVIA of any material breach by Licensee of the Agreement. All notices or demands required in connection this Agreement shall be given in writing and shall be delivered to IQVIA by clicking on https://www.healthcareauthenticator.com/en/contact-us and to Licensee at the email address used to register Licensee’s account. For any notices sent to IQVIA, a required copy shall also be sent to the attention of the IQVIA Legal Department at its global corporate offices in the United States via an internationally recognized mail carrier.

12.11. Waiver/Severability. The failure to enforce at any time the provisions of the Agreement or to require at any time performance by the other party of any of the provisions of the Agreement shall in no way be construed to be a waiver of such provisions or to affect either the validity of the Agreement, or the right of any of the parties thereafter to enforce each and every provision in accordance with the terms of the Agreement. If any provision of the Agreement is held to be invalid or unenforceable by a judicial or regulatory authority, the meaning of such provision shall be construed, to the extent feasible, so as to render the provision enforceable. If no feasible interpretation would save the provision, it shall be severed, and the remainder shall not be affected and shall be enforced as nearly as possible according to its original terms and intent.

Copyright © 2022, IQVIA Inc.

Permission is hereby granted, free of charge, to any person obtaining a copy of the HealthCare Authenticator software development kits (Android, iOS or JS) and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

·         The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

·         Except as required by this notice, neither “IQVIA” nor “IQVIA Inc.” shall be used in advertising or otherwise to promote the sale, use or other dealings in this Software without prior written authorization from IQVIA.

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.