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.
LICENSE
AGREEMENT
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").
WHEREAS:
• 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.
b. Termination.
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.
Information Collection:
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.
Contact/Questions:
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.
Customer Responsibility
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.