Catalyst for Payment Reform, Inc, (“CPR”) a nonprofit corporation, is the author and owner of the Standardized Plan Accountable Care Organization (ACO) Reporting for Customers (“SPARC”). By entering into this agreement, you are licensed to use “SPARC” pursuant to the following terms and conditions, to which you, by affirming your assent below, agree to be bound:
“Intellectual Property” or “IP” means all inventions, discoveries, ideas, processes, algorithms, methodologies, software, designs, models, works of authorship (whether intangible or electronic form), any derivative works with respect to a work of authorship, data and data sets, know how, trade secrets, unique and innovative uses of an existing invention and marks or other designations of origin, whether or not protected by patent, copyright, trademark or trade secrets or similar law.
“IP Rights” means patents, trademarks, service marks, trade names, copyrights, design rights, and trade secret rights and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of them which may exist anywhere in the world with respect to any or all of the IP, whether or not any of such IP rights are registered and including applications for registration for any of them.
“SPARC” means the current and future versions of CPR’s tool and includes one or more of the following elements:
“Noncommercial” means use by the recipient of “SPARC” for its own not for profit uses, and not as part of a sale of goods or services to a third party.
“You” means the organization to whom the license is granted.
Subject to the terms and conditions hereof, CPR grants a royalty free, nonexclusive license to You to use the “SPARC” for noncommercial purposes. The license granted is personal to You and no sublicensing by You is permitted. Any prospective user must obtain its own license and enter into an agreement with CPR. You agree that all of the IP rights in the “SPARC” together will all derivative works, are the property of CPR.
CPR has expended considerable effort and resources in developing the “SPARC”. You agree that the use of “SPARC” will be for non-profit purposes only and is not to be “re-sold” to others or used in consulting services without a specific agreement with CPR to do so. You agree not to solicit any current or prospective members of CPR or licensees of “SPARC” to provide such services.
All right, title and interest in the “SPARC” including without limitation, all copyrights, trademarks and other rights therein (and all renewals and extensions thereof) shall be owned exclusively by CPR.
THE “SPARC”AND ALL OTHER PROPERTY LICENSED ARE PROVIDED “AS IS”. ALL OTHER WARRANTIES,WHETHER EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, ARE HEREBY DISCLAIMED BY CPR, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY AND PERFORMANCE AND ANY IMPLIED WARRANTY AGAINST INTERFERENCE WITH ENJOYMENT.
YOU AGREE TO INDEMNIFY AND HOLD CPR HARMELSS FROM ANY AND ALL CLAIMS ARISING OUT OF YOUR USE AND/OR IMPLEMATION OF “SPARC” AND ALL OTHER PROEPRTY LICENSED HEREUNDER INCLUDING, BUT NOT LIMITED TO, CLAIMS BY PROVIDERS, CONSUMERS AND OTHER THIRD PARTIES.
This Agreement may be immediately terminated by either party in the event a material breach by the other continues uncured for a period of 30 days after written notice.
This agreement may be terminated without cause by at least 60 days written notice by either party.
All obligations under this Agreement that are continuing in nature shall survive the termination or conclusion of this agreement.
This Agreement shall be interpreted in accordance with the laws of the State of Connecticut. You agree that all controversies pertaining to this Agreement shall be brought in Connecticut. You hereby submit to the jurisdiction of such courts. However, federal courts in the State of Connecticut shall have jurisdiction over copyright claims and you hereby submit to the jurisdiction of the federal courts located in the State of Connecticut.