The OneKey Identity SDK will automatically filter out all inactive HCPs, HCOs and will only make available HCPs and HCOs that have an “active” status within the OneKey Identity Database and that have no specific Data Privacy Law restrictions. The OneKey Identity Database access to OneKey Identity data is real time. The information displayed is updated daily by IQVIA and Licensee will access to the latest available updated data. 
 
This Access Addendum governs Licensee’s access to and use of the OneKey Identity Database and supplements and/or amends the General Terms as provided herein. Capitalized terms used but not defined in this Access Addendum shall have the meaning ascribed to them in the General Terms of the OneKey Identity License and Subscription Agreement available at https://www.healthcaresdks.com.   

1.    OneKey Identity DATABASE ANALYSIS: Licensee understands that skill and judgment are required in order to properly benefit from the use of the OneKey Identity Database. Licensee assumes sole responsibility for all predictions, recommendations, forecasts, and comments made or actions taken based upon analysis of the OneKey Identity Database as may be carried out by Licensee. 

2.    LICENSEE ACKNOWLEDGEMENTS, RESPONSIBILITIES, AND REPRESENTATIONS: 

2.1.    Quality Notifications. Licensee agrees to supply updates from time to time on the accuracy of the OneKey Identity Database to IQVIA as it comes to receive such information from the HCPs and users by providing details about the source of such updates. Licensee further agrees to provide qualitative feedback from users about the OneKey Identity Database. Licensee acknowledges and agrees that its performance of the foregoing obligations and delivery of such updates are a material factor in determining the financial conditions of the Agreement.  For clarity, Licensee acknowledges and agrees that the scope of Licensee’s delivery of such updates and information is a critical factor in optimizing the service levels associated with Validation Requests, and that performance of such obligations enhances the quality of the data licensed hereunder. These notifications are important as clients contribute and benefit from quality improvements in the ecosystem, as Waze.

2.2.    Data Modifications. All copyrights, database rights, and other Intellectual Property Rights of whatever nature in any updates, corrections, additions, improvements, modifications, alterations, conversions, or translations of the OneKey Identity Database, and in any information, lists, or data as modified, merged, integrated, combined, or consolidated with the OneKey Identity Database (a) by or on behalf of Licensee or any third party, or (b) by IQVIA in its performance of the OneKey Identity Subscription Services under the Agreement (taken together the “Data Modifications”) shall immediately vest in IQVIA, and Licensee hereby assigns to IQVIA all such copyright, database rights, and other Intellectual Property Rights throughout the world in and to all Data Modifications.  Licensee shall be entitled, without additional fees, to use any such Data Modifications during the Term, subject to the terms and conditions set forth in the Agreement, but not otherwise. Licensee recognizes that the Data Modifications will be made available by IQVIA to third parties.  In the event Licensee provides IQVIA with any data whether in electronic format or otherwise, including an existing database, list, email transmission content to be used by IQVIA in connection with the IQVIA Data to be licensed to Licensee, or any OneKey Identity Subscription Services to be provided to Licensee hereunder (the “Licensee Data”), Licensee represents and warrants that: (y) Licensee has the right to provide IQVIA with the Licensee Data, and the provision of the Licensee Data to IQVIA does not violate any Applicable Laws; and (z) the Licensee Data and the provision thereof to IQVIA, does not infringe, misappropriate, or otherwise violate the Intellectual Property Rights of any third party. 

2.3.    Usage Audit. During the Term and for twelve (12) months thereafter, IQVIA may, upon thirty (30) days’ advance written notice to Licensee, and at IQVIA’s sole expense, conduct an audit during Licensee’s regular business hours and at a time to be mutually agreed upon by the parties, of Licensee’s use of the OneKey Identity Database to verify compliance with the Agreement. Licensee shall provide IQVIA with access to records, hardware, and employees in order to perform such audit.