Integrated System Terms and Conditions
Updated December 4, 2023
In accordance with the Agreement, End User and GRAIL (each a “Party” and collectively the “Parties”) mutually agreed to implement the Integrated System (defined below). The following terms and conditions (the “Terms and Conditions”) apply to End User’s use of the Integrated System. Terms not defined herein shall have the meanings given to them in the Agreement.
Definitions.
(a) “Agreement” means the agreement by and between End User and GRAIL that sets forth the terms and conditions that govern the activities that will involve the Integrated System and the Parties use thereof.
(b) “Cloud Service” means the cloud-based technology solution, Rhapsody Corepoint Integration Engine.
(c) “Documentation” means the published manuals and operating guides for the Cloud Service, whether in printed or electronic form, made available by Rhapsody in electronic or other form, as updated from time to time.
(d) “End User” means the individual or entity who is authorized by GRAIL to access and/or use the Cloud Service in order to access and/or use the Integrated System pursuant to the Agreement.
(e) “End User Data” means data, including any personally identifiable information or health information, that End User or its Users transmit or otherwise supply to the Cloud Service and any derivatives thereto, including any End User Data created by use of the Cloud Service.
(f) “Integrated System” means the system arising from integrating certain software or information systems between End User and GRAIL. Examples include:
i. integrating a health system’s electronic storage of medical records systems with GRAIL’s test ordering and processing software
ii. integrating a telemedicine vendor’s technology platform with GRAIL’s test ordering and processing software to enable patients to receive test results through telemedicine vendor’s technology platform; and
iii. integrating a laboratory test provider’s technology platform with GRAIL’s test ordering and processing software to enable physicians with access to such platform to directly order GRAIL’s test from such platform.
(g) “Interfaced Applications” means software products that the Cloud Service is intended to be used with and are proprietary to third parties.
(h) “Rhapsody” means Interoperability Bidco, Inc. d/b/a Rhapsody, the third-party software provider who is providing the Parties access to and use of the Cloud Service.
(i) “Rhapsody Software Components” means the object code version of Rhapsody’s software products, including Documentation and bug fixes, enhancements, and upgrades, if and when made generally available by Rhapsody.
(j) “Users” means End User’s healthcare professionals and/or other personnel authorized to use the Cloud Service in accordance with these Terms and Conditions who have been supplied user identifications and passwords by End User.
Intellectual Property Rights. Rhapsody (and its licensors, where applicable) retains all ownership rights in the Cloud Service, including the graphics, data files, algorithms, user interfaces, software, hardware, know-how, techniques, designs, and other tangible or intangible technical material, information, and proprietary technology provided or utilized by Rhapsody to make the Cloud Service available for access and use by End User. Except for the limited rights and licenses expressly granted to End User in these Terms and Conditions, no other rights or licenses are granted to and no other use is permitted by End User.
End User Responsibilities.
(a) Access: End User is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the Cloud Service, including but not limited to, internet access, encryption technology, and adequate bandwidth.
(b) Use Restrictions and Acceptable Use of the Cloud Service:
i. Subject to (ii) and (iii) below, End User and its Users may access and use the Cloud Service only for internal purposes as required for implementation and use of the Integrated System in accordance with the Agreement.
ii. End Users will not: a) resell, sublicense, lease, time-share, or otherwise use the Cloud Service for, or engage in service bureau work or make the Cloud Service otherwise available to, any third party (except as permitted by the Use Restrictions); b) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Cloud Service or the data contained in the Cloud Service; c) modify, copy, or create derivative works based on the Cloud Service; d) reverse assemble, reverse compile, reverse engineer, or otherwise attempt to derive the object or source code of the software used in the provision of the Cloud Service, or otherwise attempt to access or use the software other than through the Cloud Service; or e) access the Cloud Service for the purpose of building a competitive product or service or copying its features or user interface.
iii. End User will: a) ensure that the Cloud Service is used only in accordance with the Documentation and in compliance with these Terms and Conditions and all applicable laws and regulations; b) use commercially reasonable efforts to prevent unauthorized access to or use of the Cloud Service, and any off-line Rhapsody Software-Components, and notify Rhapsody promptly of any such unauthorized access or use; c) where applicable, ensure that the maximum number of Users is not exceeded and/or that other parameters in respect of which the fees are determined are not exceeded; d) not request, permit or authorize anyone other than Rhapsody or an entity that Rhapsody has approved to provide any services in respect of the Cloud Service; e) not breach or attempt to breach the security of the Cloud Service or any network, servers, data, computers or other hardware relating to or used in connection with the Cloud Service, or any third party that is hosting or interfacing with any part of the Cloud Service; f) not use or distribute through the Cloud Service any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Cloud Service or the operations or assets of GRAIL, Rhapsody, or any third party; g) not otherwise intentionally, knowingly or negligently interfere with or disrupt the integrity or performance of Cloud Service; and h) be solely liable for any breach of these Terms and Conditions by a User and/or any liability that results from End User Data that contains any malicious or hidden mechanism, viruses, or code that damages or corrupts the Cloud Service.
Security. End User acknowledges that the Cloud Service is not a security software product and does not offer protection against the transmission of viruses, hacking, or other attempts to gain unauthorized access to the End User’s network or the Interfaced Applications. End User will use regularly updated anti-virus software, firewalls, and other industry standard processes and procedures (for example, conducting screening and background checks of personnel, avoiding unknown email attachments, and training personnel regarding best practices on computer security) in connection with its use of and access to the Cloud Service, including to avoid unauthorized access to its network. Where End User and/or Users receive a username and password for access to the Cloud Service, End User is solely responsible for monitoring access to and use of the Cloud Service by Users and ensuring that each User has access restrictions appropriate to that User’s position. Rhapsody may, without liability to End User, disable End User’s access to the Cloud Service if End User is in breach of this clause or in the event of a denial of service attack or other malicious attempt emanating from the End User’s or a User’s connection point, the effect of which prevents legitimate users of the Cloud Service from using the Cloud Service.
Effect of Non-Compliance. Any failure by any User to comply with these Terms and Conditions will be deemed to be a material breach by End User, and neither GRAIL nor Rhapsody will be liable for any damages incurred by End User or any third party resulting from such breach. End User must immediately take all necessary steps, including providing notice to GRAIL (in order to provide further notice to Rhapsody), to effect the termination of an access ID for any User if there is any compromise in the security of that access ID or if unauthorized use is suspected or has occurred. End User acknowledges that (a) Rhapsody may remove any violating content posted or transmitted through the Cloud Service and shall provide notice to End User within seven (7) days of such removal; and (b) Rhapsody may suspend or terminate any User’s access to the Cloud Service upon notice in the event that Rhapsody reasonably determines that there has been a violation of the terms and conditions of this Section.
End User Data. End User has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of, and right to use End User Data in connection with the Cloud Services. End User represents and warrants that it has the right to submit the End User Data to the Cloud Service. End User acknowledges that, as part of its obligations to comply with applicable law, it is responsible for obtaining the requisite consents and preferences for use of the End User Data in connection with the Cloud Services. End User hereby grants to GRAIL and hereby agrees that GRAIL may further grant to Rhapsody in accordance with the terms of the agreement between GRAIL and Rhapsody (the “Software Agreement”) the nonexclusive, paid-up right to use End User Data for Rhapsody to perform its obligations under the Software Agreement, including to provide the Cloud Service, and prevent or address service, support, or technical problems, as well as for data analytics and modeling on an anonymized basis, aggregate reporting with respect to industry metrics and trends, and general product improvement purposes. End User represents and warrants that End User has all the rights in the End User Data necessary to grant these rights of use, and that such use does not violate any law or the terms of these Terms and Conditions. No title to or ownership of any proprietary rights related to the End User Data is transferred to Rhapsody pursuant to the Software Agreement.
Procedures to Indemnification Regarding Users and End Users. Any and all claims from End Users or Users related to the Cloud Service or Integrated System must be directed to GRAIL, and not Rhapsody, for indemnification, irrespective of Rhapsody’s level of liability to such End Users or Users. For the avoidance of doubt, nothing in these Terms and Conditions shall obligate Rhapsody to take any action directly with a User or End User with respect to any claim.
Warranty Disclaimer. AS BETWEEN THE PARTIES, EXCEPT AS SET FORTH IN THE DOCUMENTATION, ALL SERVICES, INCLUDING THE CLOUD SERVICES AND THE RHAPSODY SOFTWARE COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. END USER ACKNOWLEDGES THAT RHAPSODY AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE OTHER WARRANTY DISCLAIMERS REFERENCED IN THE SCHEDULE(S). End User acknowledges that Rhapsody does not and cannot control the flow of data to or from Rhapsody’s network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt End User’s/User’s connections to the Internet (or portions thereof). Rhapsody cannot guarantee that such events will not occur. Accordingly, Rhapsody disclaims any and all liability resulting from or related to such events. This exclusion also applies to any of Rhapsody’s subcontractors, suppliers, licensors, and program developers (collectively, “Suppliers”).
No Practice of Medicine; High Risk Activities.
(a) No Practice of Medicine. End User understands and agrees, and shall ensure Users understand, as follows:
i. Rhapsody and its affiliates are not engaged in the practice of medicine. The Cloud Service is an information tool only and not a substitute for competent medical advisors. All medical practice management and patient care decisions made in which the Cloud Service, including the Rhapsody Software Components, or other services provided by Rhapsody, may be utilized, and the consequences of such decisions, will be exclusively the responsibility of End User and/or User, as well as physicians and other practitioners with privileges at End User’s licensed facilities.
ii. Rhapsody and its affiliates shall not be liable to End User, User, or any third parties for any claims that improper medical treatment resulted from End User or User’s use or reliance upon the Cloud Service or the Rhapsody Software Components. End User and Users are solely responsible for the accuracy and adequacy of the information and data furnished by End User and/or Users for processing by the Cloud Service or the Rhapsody Software Components.
iii. The successful operation of the Cloud Service including the Rhapsody Software Components is dependent on End User and User’s use of proper procedures and systems and input of correct data. End User has sole responsibility for protecting and backing up the data used in connection with or furnished by End user and/or Users for processing by the Cloud Service or the Rhapsody Software Components.
iv. The Cloud Service, including the Rhapsody Software Components, are intended only for the electronic transfer, storage, or display of medical data, or the electronic conversion of such data from one format to another in accordance with a preset specification, as specified in the relevant product manual. They are not intended to be used for active patient monitoring, controlling, or altering the functions or parameters of any medical device, or any other purpose relating to data obtained directly or indirectly from a medical device other than the transfer, storage, and conversion of such data from one format to another in accordance with preset specifications.
(b) High Risk Activities. End User acknowledges that the Cloud Services is not designed, developed, or intended for use as online control equipment in hazardous environments requiring fail-safe performance in which the failure of the Cloud Services could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Rhapsody specifically disclaims any express or implied warranty of fitness for High Risk Activities.