Effective March 2021
1.1 “Institution” means the legal entity that has entered into a software license or other agreement with Us to access and use Software.
1.2 “Software” means the Tempus Portal, LENS, the TIME site, Tempus mobile applications, and any other software product, feature, application, or technology that Tempus makes available to You through a Tempus User account, including all notebooks, code, and other files, documents, and materials made available therein.
1.3 “User” means an individual who is authorized by an Institution to use Software and who has been supplied user identification credentials and passwords by the Institution (or by Us at the Institution’s request).
1.4 “We,” “Us” or “Our” means Tempus Labs, Inc., a Delaware corporation with a principal place of business in Illinois.
1.5 “You” or “Your” means a User of Software.
2. USE OF SOFTWARE
2.1 Your Responsibilities.You will (i) be responsible for Your compliance with this Agreement, (ii) prevent unauthorized access to or use of Software, and notify Us promptly of any such unauthorized access or use, and (iii) use Software only in accordance with its intended purpose and applicable laws and regulations. You will not (a) make Software available to anyone other than Users, (b) sell, resell, rent, or lease Software, (c) use Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, (d) use Software to store or transmit malicious code or malware, or to engage in phishing or other fraudulent activity, (e) interfere with or disrupt the integrity or performance of Software, (f) attempt to gain unauthorized access to Software or Our systems or networks, (g) download, modify, port, adapt, copy, reverse engineer, decompile, or disassemble any portion of Software, (h) attempt to discover the source code of the Software, or (i) use notebooks or code other than through the Software.
2.2 License to Software. Tempus will make the Software available to Institution during the Term of the Agreement. Tempus hereby grants Institution and its authorized Users a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software during the Term solely for Institution’s internal purposes and in a manner consistent with its design and any written instructions made available by Tempus.
2.3 Except as otherwise provided herein, no content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted, or transmitted without Our express prior written permission.
2.4 You and Institution grant Tempus a perpetual, irrevocable, royalty-free and fully paid right to use and exploit any suggestions, ideas, improvements, code enhancements, requests, feedback, recommendations, metadata, or other information related to Software that You make available, directly or indirectly, to Us.
3. PROPRIETARY RIGHTS
3.1 Software contains proprietary content, information, and material that is protected by applicable intellectual property and other laws, including copyright, patent, and trademark laws. You agree to abide by all applicable copyright notices or restrictions contained on Software. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works of Software will, as between you and Us, at all times be and remain the sole and exclusive property of Tempus. All works in Software owned by Tempus are Our property and all rights are reserved.
3.2 Copyright Notice. All Software, including all notebooks, code, images, and other works are © 2020 Tempus Labs, Inc. All rights reserved.
3.3 Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to Software, including all related intellectual property rights therein. We grant no rights to You hereunder other than as expressly set forth in this Agreement.
4. CONFIDENTIAL INFORMATION
4.1 Any non-public information provided by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this Agreement, including specific terms and pricing, is the Disclosing Party’s “Confidential Information.” During the Term and the subsequent three (3) year period, the Receiving Party will maintain all Confidential Information in confidence and use it only as reasonably necessary to perform its obligations and exercise its rights under this Agreement.
4.2 Confidential Information excludes information that (i) is publicly available through no fault of the Receiving Party or anyone to whom the Receiving Party made such information available; (ii) was lawfully obtained by the Receiving Party on a non-confidential basis from a third party; (iii) the Receiving Party can conclusively demonstrate was legally in the Receiving Party’s possession before the Disclosing Party provided it to the Receiving Party; or (iv) was independently developed by the Receiving Party or on the Receiving Party’s behalf without the use of any information provided to the Receiving Party by the Disclosing Party.
5. COMPLIANCE WITH LAWS
5.1 Neither Party has received or been offered any illegal or improper payment, bribe, kickback, gift, or other item of value from an employee or agent of the other Party in connection with this Agreement. The Parties intend for their relationship and interactions under this Agreement to comply with the following: (i) the federal anti-kickback statute (42 U.S.C. § 1320a-7b(b)) and the associated safe harbor regulations; and (ii) the limitation on certain physician referrals (Stark Law) (42 U.S.C. § 1395nn). Accordingly, no part of any remuneration provided under this Agreement or any other agreement between the Parties is a prohibited payment in exchange for recommending or arranging for the referral of business or the ordering of items or services, or otherwise intended to induce illegal referrals of business.
5.2 You agree to seek legal counsel regarding any legal and compliance issues, and not rely on any materials or content associated with the Software in determining your compliance obligations under any applicable law or regulation.
5.3 The Tempus Portal, TIME Software program, and other Tempus Software products may allow Users to view, access, or upload Protected Health Information (“PHI”), as defined by the Health Insurance Portability and Accountability Act (“HIPAA”). In all circumstances involving PHI via the Software, whether submitted to or received from Tempus as a Covered Entity or as a Business Associate, You acknowledge and agree that by logging into an account and using the Software, You (and any authorized User acting on your behalf) may have access to PHI, and You agree to restrict access to and use such PHI solely in accordance with HIPAA and all other applicable laws.
5.4 The Software may allow an Institution or User to upload, submit, store, send or receive information. When an Institution or User uploads, submits, stores, sends or receives information to or through the Software, Tempus will own such information to the extent permitted by law and contract, and may use it and its derivatives for any lawful purpose. If applicable, You represent and warrant that You have the legal right and authorization to grant us rights consistent with these terms for any content that You submit to or through the Software.
6.1 SOFTWARE IS PROVIDED “AS IS.” WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT YOUR USE OF SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR. YOUR USE OF SOFTWARE IS AT YOUR SOLE RISK.
6.2 TEMPUS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR: (I) ANY ACTS, OMISSIONS AND CONDUCT OF ANY USERS, AND/OR OTHER PARTIES REFERENCED ON OR THROUGH THE SOFTWARE; OR (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE.
6.3 TO THE FULLEST EXTENT PERMITTED BY LAW: IN NO EVENT WILL TEMPUS BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER, OR DAMAGES FOR LOSS OF PROFITS OR FOR PERSONAL INJURY THAT MAY RESULT FROM OR IN CONNECTION WITH THE USE OF (OR INABILITY TO USE) THE SOFTWARE.
6.4 The Software is not cleared or approved by the FDA, and it is intended solely for research use, not use in informing or determining patient care. The data displayed in Software reflects the information from medical records and other data provided by You. To the extent such information is inaccurate or incomplete, the data displayed in Software will also be inaccurate or incomplete.
6.5 Tempus does not engage in the practice of medicine, and Tempus does not provide medical advice. All medical services provided to a patient are provided by the healthcare provider in its professional capacity, and not on behalf of Tempus. Tempus assumes no responsibility for and disclaims all representations and warranties regarding information provided by a healthcare provider to its patient.
7. MODIFICATION OR DISCONTINUATION OF SOFTWARE
7.1 We reserve the right at any time to modify, edit, delete, suspend, or discontinue, temporarily or permanently, Software and/or the information, materials, products, and/or services available through it with or without notice. You agree that we shall not be liable to You, Institution, or any third party in such an event.
8. CHANGES TO TERMS
If you have questions about this Agreement, please contact us at firstname.lastname@example.org.