OBLIGATIONS OF CUSTOMER.
Customer shall compensate Modern Health for the Services, as set forth on the applicable Order Form(s). Customer shall remit the entire amount payable to Modern Health, and Modern Health will be responsible for disbursing all amounts due to Providers for the Services.3.2. Payment Terms.
Unless otherwise specified in an Order Form, Customer will pay all amounts due within thirty (30) days of the date of the applicable invoice. Any amount not paid when due will be subject to finance charges equal to one and one-half percent (1.5%) of the unpaid balance per month or the highest rate permitted by applicable Law, whichever is less, determined and compounded daily from the date due until the date paid. Customer agrees that it will reimburse Modern Health for any reasonable costs or expenses (including, but not limited to, attorneys’ fees) incurred by Modern Health to collect any amount not paid when due.3.3. Expense Reimbursement.
In addition to the payment of fees in accordance with Section 3.1 above, Customer shall reimburse Modern Health for any expenses incurred by Modern Health and its agents and Providers during the Term (as defined below) in furtherance of the Services which are pre-approved in writing by Customer or fall within the scope of a budget mutually agreed to by the Parties, including travel, meals and accommodations, with reimbursement to be on an as-incurred basis upon submission by Modern Health of vouchers or receipts.3.4. Taxes.
Other than net income taxes imposed on Modern Health, Customer will bear all taxes, duties, and other governmental charges (collectively, “Taxes
”) resulting from this Agreement. Customer will pay any additional Taxes as are necessary to ensure that the net amount received by Modern Health after all Taxes are paid equals the amount Modern Health would have been entitled to in accordance with this Agreement if such Taxes were not imposed.3.5. Use Restrictions; Unauthorized Use.
Except as otherwise explicitly permitted herein or mandated by applicable Law, Customer will not, and will not permit or authorize Participants or other third parties to: (a) rent, lease, or otherwise permit third parties to use the Services, Platform, or Documentation; (b) use the Services to provide services to third parties (e.g.,
as a service bureau); (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the Services or any software included therein; or (d) circumvent or disable or otherwise attempt to evade or interfere with any security or other technological features or measures of the Services or Platform.
Customer shall use reasonable efforts to prevent any unauthorized use of the Services, Platform, or Documentation and immediately notify Modern Health in writing of any unauthorized use that comes to Customer’s attention, whether by a Participant or other third party. Customer 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 Documentation, and Customer will reasonably cooperate and assist with any actions taken by Modern Health to prevent or terminate unauthorized use thereof.3.6. Eligibility File.
The “Eligibility File”
is a digital file that contains, at a minimum, the first name, last name, and work email address for all Participants, that is used by Modern Health to enable it to provide the Services hereunder, including communicating with Participants about the availability of the Services and verification of eligibility for the Services when a Participant attempts to access the Services. Customer or its authorized third party will provide an Eligibility File to Modern Health in a format reasonably requested by Modern Health. Customer warrants that the Eligibility File constitutes 'enrollment information
’ provided by the Customer in its capacity as an employer, and as such is not considered protected health information under HIPAA. 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 the Participants that are located outside the Territory where the Services are available. Customer 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, with respect to any data submitted to Modern Health by or on behalf of Customer, including the Eligibility File, which Modern Health then modifies through aggregation, analyzation, trend analysis, anonymization, de-identification, or any other methodology to alter the nature and remove identifying features of such 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 terms are defined by applicable Law), the Parties agree to comply with the terms of the Data Processing Addendum
set forth on the internet at https://www.modernhealth.com/dpa
. 3.7. Ownership of MH Content.
In the course of delivering the Services, Modern Health may deliver to Customer, or provide Customer with access to certain audio, video or other audio-visual content, or written materials (the “MH Content
”). Unless otherwise expressly agreed to in writing by the Parties, all title and intellectual property rights (including without limitation, copyrights, patents, trademarks, and trade secrets) in and to the MH Content is owned exclusively by Modern Health, its Affiliates or licensors. Modern Health reserves all rights pertaining to the MH Content not specifically granted herein. Modern Health hereby grants Customer 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 of the Term, Customer 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.