OBLIGATIONS OF COMPANY. 2.1. Compensation.
Company shall pay Modern Health fees for the Services, as set forth on the applicable Order Form. Unless otherwise specified in an Order Form, Company will pay all amounts due within thirty (30) days of the date of invoice. Any amount not paid when due will be subject to finance charges equal to the lesser of 1.5% of the unpaid balance per month, or the highest interest rate permitted by applicable statute, law, regulation or court order (“Applicable Law
”), calculated and compounded daily from the date due until paid. Company agrees that it will reimburse Modern Health for any collection costs (including, but not limited to, reasonable attorneys’ fees). Company shall reimburse Modern Health for any pre-approved expenses incurred by Modern Health and its agents and any individuals employed, contracted, or otherwise engaged by Modern Health to provide clinical and wellness Services (“Providers
”) during the Term of this Agreement in furtherance of the Services on an as-incurred basis. Company will bear all taxes, duties, and other governmental charges (collectively, “Taxes
”) resulting from this Agreement. Company will pay any additional amounts as are necessary to ensure that the net amount received by Modern Health after all Taxes are paid are equal to the amounts that Modern Health would have been entitled to in accordance with this Agreement if such Taxes were not imposed.2.2. Use Restrictions; Unauthorized Use.
Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by Applicable Law, Company will not, and will not permit or authorize Participants or other third parties to: (i) rent, lease, or otherwise permit third parties to use the Services, Platform, or Documentation; (ii) use the Services to provide services to third parties (e.g.,
as a service bureau); or (iii) circumvent or disable or otherwise attempt to evade or interfere with any security measures of the Services or Platform. Company acknowledges and agrees that Modern Health has the right to limit or terminate access to the Services and the Platform to any Participant who violates the rules set forth in the Documentation.2.3. Reports.
The Reports contain information derived from Modern Health’s provision of Services to Participants. Reports are for Company’s internal use only and are Confidential Information of Modern Health. Reports may not be shared with any third parties without express written authorization of Modern Health. Company may not, under any circumstances, use any data contained in Reports for purposes of attempting to re-identify any Person. Company may not link or attempt to link any data contained in Reports with any other public or non-public datasets, whether for the purposes of attempting to re-identify any Person or for any other reason. Company will explicitly communicate the terms of this Section to any of their personnel or anyone else with whom they have been authorized by Modern Health to share the data contained in the Reports, and will ensure that such individuals are bound by the terms of confidentiality with respect to such Reports at least as restrictive as those set forth in this Section.2.4. Eligibility File.
Company or an authorized third party will provide an eligibility file to Modern Health in a format requested by Modern Health that will contain, at a minimum, the first name, last name, and work email address for all employee Participants (“Eligibility File
”) to enable Modern Health to provide the Services hereunder, including communication with Participants about the availability of the Services and verification of eligibility for Services when an individual attempts to access Services for the first time. Modern Health is not able to, and shall not be obligated to, provide the Services if the Eligibility File is not provided to it. Further, Modern Health shall not be obligated to provide the Services to Participants located outside the territory where the Services are made available under this Agreement. Company represents and warrants that it has the necessary legal bases to provide Modern Health with the Eligibility File for the purposes described in this Agreement. For avoidance of doubt, for any data submitted to Modern Health by or on behalf of Company, including the Eligibility File, and which Modern Health then modifies such data through aggregation, anonymization, de-identification, or any other methodology which alters the nature and removes identifying features of the data, Modern Health shall own the resulting product of that alteration. To the extent the Eligibility File contains personal data or personal information (as such term is defined by applicable privacy laws),
then the Parties agree to comply with the terms of the Data Processing Addendum,
the terms of which are incorporated herein by reference. 2.5. Ownership of MH Content.
In the course of delivering the Services, Modern Health may deliver to Company, or provide Company with access to, certain audio, video or other audio-visual content, or written materials (“MH Content
”). Unless otherwise expressly agreed to in writing by the Parties, all title and intellectual property rights (including without limitation, copyrights, patents, trademarks, trade secrets) in and to the MH Content is owned exclusively by Modern Health, its affiliates or licensors, and Modern Health reserves all rights pertaining to the MH Content not specifically granted herein or in an Order Form. Modern Health hereby grants Company a limited, non-exclusive, non-transferable, non-sublicensable right and license to the MH Content during the Term solely for its internal business purposes; no license is granted whatsoever to distribute or publicly perform or display any MH Content to any third parties nor to create any derivative works of the MH Content. At the expiration or any early termination of the Term (as defined in Section 3 below), Company shall destroy or return to Modern Health any copies of MH Content in its possession, and upon request shall certify in writing to Modern Health that it has done so.