NOTE: By electronically indicating your acceptance of this Agreement, you represent and warrant that you have the authority to bind the person, firm, or entity referenced below as "Customer." In general, only a corporate officer can bind a corporation; if you have any doubt about your authority to sign legal instruments, please check with the appropriate person inside your organization.
This License Agreement ("Agreement") is entered into between The SASSI Institute, Inc., 201 Camelot Lane, Springville, IN 47462, ("Institute"), and the person, firm, or entity identified in the customer's online registration form ("Customer", "you" or "your") (each a "Party," and together the "Parties").
• Customer wishes to obtain certain access to Institute's online and Internet-based materials and to have Institute perform certain services associated with such materials and to make such services available to Qualified Users through the Internet;
• And the Institute, in consideration of the payments to be made hereunder, is willing to provide access to such materials and services, all on the terms and conditions set forth in this Agreement.
The Parties agree as follows:
a. Subject to the terms and conditions of this Agreement, Institute will provide Customer with access to certain of the Institute's Questionnaires and will render interpretation, processing, and reporting services relating to such Questionnaires (the "Services"), through the Website. A "Questionnaire" means an online questionnaire completed by an individual patient/subject under the supervision of a Qualified User. Unless otherwise specified, all references in this Agreement to the Questionnaires will be deemed to include (i) the reports generated as a result of the Institute's scoring and interpretation of the questionnaires (ii) the associated user manuals, media, printed materials and online or electronic documentation included in the media, as well as the features, attributes, design and implementation constraints, assumptions, conditions, specifications, configurations, system requirements, and information regarding reliability and validity contained in such documentation (all of which is available on the Website). A "Qualified User" means a person under a Customer's supervision and control who is professionally qualified to administer the questionnaires, as certified by the completion in a manner satisfactory to the Institute of a "Qualification Form" (which is available at the Website), or a person acting under the supervision and control of such professionally qualified person.
b. Subject to the terms and conditions of this Agreement, Institute hereby grants Customer a limited, non-exclusive, non-transferable right and license to use the Questionnaires solely for Customer's own clinical purposes, for the number of Questionnaires specified on Customer's order form, and solely for purposes of screening for substance use disorders.
c. Limitations. The foregoing grant of license is limited by the following:
i) All Questionnaires must be administered by Qualified Users. Customer shall be fully responsible for the acts and omissions of Qualified Users in relation to the Questionnaires and Services.
ii) Except as expressly permitted in this Agreement, Customer will not (and will not allow any third party to): (i) modify, translate or otherwise create "Derivative Works" (as defined at 17 U.S.C. § 101) of the Questionnaires; (ii) reproduce, capture, download, or otherwise attempt to recreate the Questionnaires; (iii) provide access to the Questionnaires to any third party (other than Qualified Users, persons under the supervision and control of a Qualified User, or their patients/subjects during administration of the Questionnaire); (iv) allow the removal, alteration, covering or obscuring of any copyright notice or any other notice or mark that appears on the Questionnaires, on any copies, or any media; (v) permit anyone other than Qualified Users to use the Questionnaires; (vii) use the Questionnaires in any way other than in accordance with (A) the user manuals and other documentation accompanying the Questionnaires, (B) the terms and conditions of this Agreement, and (C) all applicable laws and regulations, including but not limited to the Americans with Disabilites Act and federal and state confidentiality laws; (viii) attempt to sell, sublicense, lease, permit, rent or transfer in any way whatsoever the Questionnaires; (ix) use the Questionnaires as a screening tool for job applicants, to discriminate against an individual, or to otherwise unlawfully abridge a person's rights and entitlements; or (x) reverse engineer, decompile, translate, adapt, unbundle or disassemble the Questionnaires.
a. Customer agrees to pay Institute any fees for access to the Questionnaires and Services (the "Fees") for the types and quantities specified on your online order form. The pricing schedules are posted at https://www.sassionline.com. The Institute may change the pricing schedules at any time; however, such changes shall apply only to purchases made after the effective date of such changes. The Institute will post all pricing changes on the Website.
b. Payments of Fees for the Questionnaires and Services will be made in advance. In certain limited circumstances, the Institute may be amenable to alternative billing arrangements; please contact the Institute to make such arrangements. Customer will pay all duties, assessments and taxes (exclusive of taxes on Institute's net income) levied against or upon the Questionnaires, Services and any other goods and services provided hereunder, or Customer's use thereof.
a. The SASSI Institute's web based testing has used state of the art secure socket layer (SSL) encryption technology to safeguard all sensitive client information. When the information leaves the customers web browser it is encrypted and remains so throughout storage. Both Parties will follow and abide by the federal confidentiality rules related to the protection of alcohol and/or drug abuse patients outlined in 42 CFR Part 2, and with all requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), including applicable regulations promulgated thereunder. To the extent required by HIPAA and regulations related to privacy promulgated thereunder (the "Privacy Standard"), and notwithstanding anything to the contrary herein, both parties will maintain the confidentiality of Protected Health Information or PHI (as defined by the Privacy Standard) made available to or obtained by the Institute as a result of this Agreement and will comply with applicable requirements of the Privacy Standard.
b. If a Customer chooses to transmit any Information to its patients and subjects via e-mail or otherwise, Customer agrees to comply with all federal and state laws and regulations regarding such transmission, and shall meet the highest industry standards related to encryption of Information and verification of patients' and subjects' e-mail address. CUSTOMER UNDERSTANDS AND AGREES THAT ELECTRONIC TRANSMISSION IS SUBJECT TO VARIOUS RISKS, INCLUDING THE RISKS OF MISTRANSMISSION OR INTERCEPTION, AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THE SECURITY OF INFORMATION TRANSMITTED TO ITS PATIENTS AND SUBJECTS, AND SHALL DEFEND AND INDEMNIFY THE INSTITUTE FOR ANY AND ALL CLAIMS RELATED TO CUSTOMER'S USE OF ANY ELECTRONIC MEDIA TO COMMUNICATE WITH CUSTOMER'S PATIENTS AND SUBJECTS.
6. Proprietary Rights. Institute (or its licensors) will own all right, title and interest in and to the Questionnaires, and nothing in this Agreement will be construed to transfer, convey, impair or otherwise adversely affect Institute's ownership or proprietary rights therein or in any other Institute information, materials and/or technology, tangible or intangible, in any form and in any medium. All rights not expressly granted to Customer herein are reserved by Institute.
a. Default by Customer. The following will constitute events of default by Customer: (i) Non‑Performance Default. Customer will wrongfully fail to perform or observe any representation, warranty, covenant, condition or agreement required by this Agreement to be performed by it (other than payment obligations), and Customer will fail to correct, or commence and diligently pursue corrective action, within fourteen (14) days after written notice thereof to Customer from Institute; (ii) Payment Default. Customer will fail to pay when due any payment or other amount due hereunder, and such failure will continue for a period of ten (10) days after written notice thereof to Customer by Institute; or (iii) Insolvency. Customer becomes subject to any bankruptcy, insolvency or similar proceeding, or Customer terminates or suspends its business without a successor entity assuming Customer's operations, assets and liabilities.
b. Default by Institute. The following will constitute an event of default by Institute: (i) any wrongful failure to perform or observe any representation, warranty, covenant, condition or agreement required by this Agreement to be performed by it and failure to correct, or commence and diligently pursue corrective action, within fourteen (14) days after written notice thereof to Institute from Customer, or (ii) Institute becomes subject to any bankruptcy, insolvency or similar proceeding, or Institute terminates or suspends its business without a successor entity assuming Institute's operations, assets and liabilities.
a. Term. The term of this Agreement (the "Term") shall commence upon Customer's purchase of Questionnaires in accordance with this Agreement, and will continue until all Questionnaires are used by Customer, unless this Agreement is terminated earlier pursuant to this paragraph 8. For the sake of clarity, "using" a Questionnaire includes the act of submission to the Institute for processing, the results of which may be immediately retrieved. This Agreement may be renewed upon the Customer's purchase of additional Questionnaires; provided, however, that any changes to the Agreement since the original purchase date, including but not limited to changes to the Fees, shall apply to the renewed Agreement.
i) Either party may terminate this Agreement in the event of default by the other party. In the event of termination for Customer's breach, Institute will not refund any prepaid Fees, and may apply them to any damages suffered by Institute, without waiving any right to collect other compensation for such breach.
ii) Either party will have the right to terminate this Agreement at any time, for its convenience, upon thirty (30) days prior written notice to the other party. In the event of such termination for convenience by the Institute, the Institute will refund to Customer all prepaid fees to the extent not then applied to any Questionnaires or Services used or properly performed as of the effective date of any such termination. In the event of such termination for convenience by Customer, the Institute reserves the right not to refund any prepaid funds, and Customer waives any right thereto.
c. Effect of Termination. Upon expiration or termination of this Agreement for any reason: (i) all licenses and other rights granted to Customer and to Institute under this Agreement will become null and void; (ii) Institute shall terminate Customer's access to Questionnaires and Information; and (iii) all outstanding obligations or commitments of either party to pay amounts to the other party, if any, will survive. Any provisions that must survive in order to give effect to their meaning will survive the completion, expiration, termination or cancellation of this Agreement.
a. Customer acknowledges that neither the Questionnaires nor any results from the scoring and interpretation of such Questionnaires are 100% reliable. Reports and other information regarding the reliability and validity of the Questionnaires are available at the Website, and are expressly made a part of the documentation accompanying the Questionnaires.
b. Customer acknowledges that electronic media are subject to the likelihood of human and machine errors, omissions, delays and losses, including inadvertent loss of data or damage to media, that may give rise to loss or damage. The Institute shall not be liable for any such errors, omissions, delays, or losses. Customer is responsible for adopting reasonable measures to limit the impact of such problems, including adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. Customer understands and agrees that use of or connection to the Internet is inherently insecure and that connection to the Internet provides opportunity for unauthorized access by a third party to computer systems, networks, and any and all information stored therein. All information transmitted and received through the Internet is subject to unauthorized interception, diversion, corruption, loss, access, and disclosure. The Institute and its suppliers shall not be responsible for any adverse consequences whatsoever of Customer's connection to or use of the Internet, and shall not be responsible for any use by Customer of an Internet connection in violation of any law, rule, or regulation or any violation of the intellectual property rights of another.
c. EXCEPT AS SET FORTH ABOVE, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, INSTITUTE DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF THE TRADE. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF INSTITUTE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE QUESTIONNAIRES OR SERVICES.
d. Institute represents and warrants that it will comply with all applicable privacy laws and regulations with respect to any data collected from Customer or its Qualified Users as a result of the Questionnaires.
e. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE QUESTIONNAIRES AND SERVICES ARE PROVIDED FOR SCREENING PURPOSES ONLY AND MAY NOT BE RELIED UPON AS MEDICAL ADVICE AND THAT INSTITUTE WILL HAVE NO LIABILITY TO CUSTOMER OR ANY OTHER PERSON RELATING TO OR RESULTING FROM THE USE OF THE QUESTIONNAIRES OR SERVICES AND THE INFORMATION INCLUDED THEREIN, OR ANY ERRORS IN OR OMISSIONS THEREFROM. INSTITUTE WILL NOT BE LIABLE IN RESPECT OF ANY DECISIONS MADE BY CUSTOMER AS A RESULT OF THE PERFORMANCE BY INSTITUTE OF ITS SERVICES HEREUNDER OR IN CONNECTION WITH SERVICES OFFERED. THE INSTITUTE SHALL NOT BE LIABLE FOR AND ACCEPTS NO RESPONSIBILITY FOR USE OR MISUSE OF THE QUESTIONNAIRES OR FOR ACTIONS TAKEN OR INACTION BASED IN WHOLE OR IN PART ON INFORMATION DERIVED FROM USE OF THE QUESTIONNAIRES, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHALL NOT BE RESPONSIBLE FOR DEATH, INJURY, OR ANY OTHER RESULTING DAMAGES OR HARM.
f. Institute warrants that the Services rendered hereunder will be of a professional and competent quality and will be rendered by qualified personnel familiar with the Questionnaires. THE PRECEDING WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY MADE BY INSTITUTE WITH RESPECT TO THE SERVICES TO BE RENDERED HEREUNDER, AND INSTITUTE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES OF NONINFRINGEMENT. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND INSTITUTE'S ENTIRE LIABILITY FOR ANY BREACH OF THE ABOVE WARRANTY WILL BE RE-PERFORMANCE OF THE SERVICES OR, IN THE EVENT THAT INSTITUTE IS UNABLE TO PERFORM THE SERVICES AS WARRANTED, INSTITUTE WILL REFUND, ON DEMAND, ALL FEES PAID TO INSTITUTE FOR THE DEFICIENT SERVICES. IF ANY SUCH SERVICES, AS RE-PERFORMED, ARE STILL UNACCEPTABLE TO CUSTOMER, INSTITUTE WILL HAVE NO FURTHER RIGHT TO RE-PERFORM AND WILL PROMPTLY REFUND ALL FEES PREVIOUSLY PAID WITH RESPECT TO ANY SUCH DEFECTIVE SERVICES.
g. Each party represents and warrants that it is in compliance and will comply during the term hereof with all applicable laws, regulations, codes, or judicial or administrative orders.
a. By Institute. Institute will defend, indemnify and hold harmless Customer from and against any and all damages, costs and expenses, including reasonable attorneys' fees, incurred by Customer in connection with any third-party claim of infringement by the Questionnaires and/or the Services, or any part thereof, of any U.S. copyright or misappropriation of any trade secret. The foregoing obligations do not apply with respect to Questionnaires and/or Services, or portions or components thereof (i) modified after receipt of delivery by Customer from Institute, (ii) combined with other products, processes or materials to the extent the alleged infringement relates to such combination, or (iii) used other than as specified in the SASSI Manuals and Use Guidelines. In the event that all or any portion of the Questionnaires and/or Services are held, or are believed by Institute, to be infringing, Institute will have the option, at its expense, to either modify the affected Questionnaires and/or Services to be non-infringing, obtain an agreement for continued use of the Questionnaires and/or Services or cease licensing the Questionnaires and/or performing the Services pursuant to this Agreement. THIS PARAGRAPH 11.a STATES THE ENTIRE LIABILITY OF INSTITUTE FOR ANY ALLEGED INFRINGEMENT BY THE INSTITUTE ARISING FROM THE QUESTIONNAIRES OR SERVICES.
b. By Customer. Customer will defend, indemnify and hold harmless Institute from and against any and all damages, costs and expenses, including reasonable attorneys' fees, incurred by Institute in connection with any third-party claim against Institute (for purposes of this subparagraph, each a "Covered Claim") arising from or relating to any of the following: (i) Customer's or its Qualified Users' use of the Questionnaires or Services; (ii) Customer's or its Qualified Users' violation of any third party right, or (iii) Customer's or its Qualified Users' breach of any provision of this Agreement. For the avoidance of doubt, a Covered Claim shall include, but not be limited to, a third-party claim against Institute arising from or relating to any Customer's or its Qualified Users': (A) actual or alleged violations of any laws or regulations of any governmental, regulatory or judicial authority relating to the privacy policies of Customer, or any use of the Questionnaires or Services by Customer, its Qualified Users, employees or agents, including but not limited to violations of the Americans With Disabilities Act; (B) use of the Questionnaires or representation to third parties concerning the suitability of the Questionnaires beyond those uses specifically allowed under this Agreement, including but not limited to the use of the Questionnaires in connection with an employment dispute, to determine a person's eligibility for welfare benefits, or as a clinical diagnostic tool; (C) Customer's interpretation of Questionnaire results; or (D) use of any information provided by a third party to Customer.
c. Limitations and Procedure. Neither party is under any obligation to defend, indemnify or hold the other harmless under the above paragraphs 11.a or 11.b unless: (a) the party from whom the indemnification is sought shall have been promptly notified of the suit or claim and furnished with a copy of each communication, notice or other action relating to said claim; (b) the party from whom the indemnification is sought shall have the right to assume sole authority to conduct the trial or settlement of such claim or any negotiations related thereto at its expense; and (c) the party seeking the indemnification shall provide reasonable information and assistance requested by the other party in connection with such claim or suit. Each party acknowledges that the indemnities contained in this Agreement will not be limited by any limitation contained herein or in any insurance policy maintained by either party.
a. No Assignment. Neither party may assign, sub‑license, rent, lease or otherwise transfer its rights, duties or obligations under this Agreement to any person or entity without the prior written consent of the other party, which will not be unreasonably withheld, conditioned or delayed.
b. Law and Jurisdiction. This Agreement shall be interpreted and construed according to, and governed by, the laws of the State of Indiana, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in Indiana shall have exclusive jurisdiction to hear any dispute under this Agreement.
c. Severability. The provisions of this Agreement are severable, and if any of the provisions hereof are held to be invalid, illegal or unenforceable, in whole or in part, the remaining provisions of this Agreement will remain binding and enforceable by and between the parties and will be construed to render the agreement as a whole enforceable to the greatest extent permitted by law.
d. Independent Contractor. Institute represents, warrants and agrees that it is an independent contractor to Customer, and that this Agreement and relations between Institute and Customer hereby established do not constitute a joint venture, agency or contract of employment between them, or any other similar relationship. Neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other.
e. Waiver. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. Any waivers will be effective only if made expressly in writing.
f. Entire Agreement. This Agreement, including your online order form provided at the Website, constitutes the complete and exclusive statement of the mutual understanding of the parties relating to the subject matter hereof and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Please see paragraphs 1 and 4.a above regarding amendments and modifications to this Agreement.
g. Dispute Resolution. In the event of any controversy or dispute between Customer and Institute arising out of or in connection with this Agreement, the parties will attempt, promptly and in good faith, to resolve any such dispute. If the parties are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties will be free to pursue any right or remedy available to them under applicable law.
h. Attorneys' Fees. If any action or proceeding, whether regulatory, administrative, at law or in equity, is commenced or instituted to enforce or interpret any of the terms and provisions of this Agreement, the prevailing party in any such action or proceeding will be entitled to recover its reasonable attorneys' fees, expert witness fees, costs of suit, and expenses, in addition to any other relief to which such prevailing party may be entitled.
i. Authority. Each party represents and warrants that it has full authority to enter into this Agreement and to consummate the transactions contemplated hereby and that this Agreement is not in conflict with any other Agreement to which such party is a party or by which it may be bound. The individual purporting to act on behalf of Customer by agreeing to this Agreement through electronic means represents and warrants that he or she has full power and authority to execute this Agreement on behalf of the Customer.
Exhibit A - Privacy Statement
The SASSI Institute, Inc. is committed to protecting your privacy. We make every reasonable effort to safeguard any information that we collect. We hope your online experience is enjoyable and secure knowing that we use industry standard safeguards to protect confidentiality and to restrict the transfer of both your personal data and your client's protected health information from unauthorized access, use, modification or disclosure. We ensure appropriate administrative, physical and technical safeguards involving the use of our web based questionnaires and reports. However, due to the design of the Internet and other factors outside of our control, we cannot guarantee that communications between you and our servers will be free from unauthorized access by third parties.
When you elect to set up an account for the use of our SASSI online questionnaires we collect information for the purpose of setting up that account. When registering with SASSI online you provide name, credentials, user ID, account password, employer, e-mail address, fax and phone numbers, physical address and IP address information. The provision of this information is voluntary. This information is used internally and will only be used as described below.
How we use your information:
• We use the information you provide to fulfill your order and communicate with you about it.
• We may use your email address or phone numbers to communicate with you about product information, website changes, or your questionnaire submissions.
• We may use your information in the course of performing administrative, technical, or other functions that help us manage our site and deliver new functionality to you.
• The IP address information is logged only for security purposes to be used in the event of illegal or malicious use of the site.
• We may aggregate or compile and use any data obtained from the scoring of our questionnaires, and to utilize this data for research, product development, and statistical analysis. This data is only used in aggregate and never is associated with any individual's identity.
• In the event of an asset sale, merger, restructuring, reorganization, liquidation or similar transaction we may transfer information to the successor company.
• Information is collected through cookies and used for session management. We do not use this information to track your visits to other websites or to gather demographic information about you.
Credit Card Security:
We chose to set up our payment so that your information will be as secure as possible. Credit Card information is entered through a third party virtual merchant credit card vendor, Virtual Merchant, which is subject to their privacy policies and security measures which are available on their website.
Customer Record Security:
We have used state of the art secure socket layer (SSL) encryption technology to safeguard all sensitive information. When the information leaves your web browser it is encrypted and remains so throughout storage.
Disclosure of information collected:
We do not sell, trade, rent or otherwise distribute to any entity or organization the individual information our customers provide when placing an order with SASSI online. We do reserve the right to release account information when we believe, in good faith, that such release is reasonably necessary to 1): comply with the law; 2) enforce or apply the terms of any agreement with the SASSI Institute; or 3) protect the rights, property, or safety of The SASSI Institute, our customers, or others.
To contact us with any concerns regarding our Privacy Statement please contact our Security Officer at 1-800-726-0526.
If you choose to visit our website your visit and any dispute over privacy is subject to this SASSI Online Privacy Statement including limitations on damages and application of the law of the state of Indiana.
Links to other, Third Party websites
We may provide links on our website to third party sites we think you may be interested in or find helpful. These sites are independent from the sassi.com or sassionline.com sites and have their own separate privacy policies. When you visit the third party site you are subject to their privacy policies and agreements and not ours.
You must take steps to maintain the security of your private information by keeping your password and other personal information confidential. It is important for you to protect against unauthorized access to your password and to your computer. Be sure to log out when finished using a shared computer or leaving physical access to your equipment.