By downloading the data, information, or software (“Materials”)made available on the Databricks marketplace, as may be renamed or rebranded from time to time, and/or Materials referencing this Evaluation Agreement (the “Agreement”), the person (if acting in an individual capacity) or entity(if acting as a representative of an entity) (“you”) agrees to the terms below, which constitute a binding legal agreement between you and HealthCatalyst, Inc. (“Licensor”). Any person acting on behalf of an entity represents and warrants that the person has legal authority to enter into legally binding agreements on behalf of the entity.
- License. The Materials are licensed, not sold. Subject to your full compliance with all applicable laws and the terms and conditions of this Agreement, Licensor grants you a personal, US-only, non-transferable, non-sublicensable, non-exclusive, revocable license to access, make a reasonable number of copies and use the Materials solely for internal evaluation purposes, and only in accordance with any and all documentation and other instructions provided by Licensor.
- Restrictions. You may not: (a) use theMaterials for any purpose other you’re your internal business purposes, including, without limitation, evaluating and testing the Materials internallyin connection with assessing whether you desire to enter into a commercial license agreement with Licensor for the Materials or other data, information, services or software provided by Licensor; (b) rent, lease, sublicense, lend, or otherwise distribute the Materials or make the Materials publicly available; (c) reverse engineer, decompile, or disassemble the Materials or any of its components (except to the extent applicable laws specifically prohibit such restriction); (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels contained in the Materials; or (e) use the Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. You are responsible for the acts and omissions of your employees, contractors, and any other authorized users in respect of the Materials.
- Intellectual Property; Reservation of Rights. You acknowledge that, as between you and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to Materials. Licensor reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Materials, and any modifications thereto and derivatives thereof.
- Support. Licensor has no obligation to provide technical support or maintenance for the Materials. You are responsible for obtaining and maintaining any equipment or ancillary services needed to use the Materials.
- Feedback. If you or any of your or your affiliates’ employees, contractors or authorized users submit, orally or in writing, suggestions or recommended changes to the Materials, including without limitation, any comments, questions, suggestions, data, code or the like ("Feedback"), Licensor is free to use such Feedback without any attribution or compensation to you or any other party, and you hereby assign to Licensor all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback. Licensor has no obligation to use any Feedback.
- Disclaimer of Warranty. THE MATERIALS ARE PROVIDED “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. LICENSOR AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE MATERIALS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE,SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, AND ANY WARRANTIES REGARDING THE SECURITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, RELIABILITY, TIMELINESS, AND PERFORMANCE ARE HEREBY DISCLAIMED TO THE EXTENT ALLOWED BY APPLICABLE LAW. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO ACCESS TO OR USE OF THE MATERIALS IS AUTHORIZED UNDER THIS AGREEMENT EXCEPT UNDER THIS DISCLAIMER.
- Limitation of Liability. LICENSOR SHALL HAVE NO LIABILITIES TO YOU WHATSOEVER ARISING IN CONNECTION WITH THIS AGREEMENT OR THE MATERIALS. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE, GOODWILL OR REPUTATION, EVEN IF LICENSOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION (INCLUDING CONTRACT, NEGLIGENCE, TORT OR WARRANTY).
- Indemnification. You shall indemnify, hold harmless, and defend Licensor and its affiliates and their respective officers, directors, licensors, advisors, agents and employees against any andall losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder arising out of your access to or use of the Materials. In the event Licensor seeks indemnification or defense from Licensee under this provision, Licensor shall notify you in writing of the claim(s) brought againstLicensor for which Licensor seeks indemnification or defense. Licensor reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of Licensor's choice. Licensee may not enter into any third-party agreement which would, in any manner whatsoever, affect Licensor's rights, constitute an admission of fault by Licensor, or bindLicensor in any manner, without Licensor's prior written consent.
- Termination. This License and the rights granted hereunder will terminate automatically if you fail to comply with its terms. Provisions which, by their nature, are intended to remain in effect beyond the termination of this License shall survive. If you initiate litigation against any entity by asserting any claim relating to the Materials (excluding declaratory judgment actions), including a patent or other infringement claim alleging that the Materials directly or indirectly infringe any intellectual property or other proprietary right, then any rights granted to you under this Agreement are revoked effective as of the date you first accessed, copied or used theMaterials.
- Miscellaneous. This Agreement constitutes the complete and exclusive agreement between you andLicensor with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by you and an authorized representative of Licensor. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this Agreement. Any notice required under this Agreement shall be provided to the other party in writing. Licensor may give notices to you by electronic mail to any e-mail address provided by you. This Agreement is governed by the substantive and procedural laws of the state of Utah and each of the parties hereto agrees to submit to the exclusive jurisdiction of, and venue in, the state and federal courts in Utah in any dispute arising out of or relating to this Agreement. You may not assign or otherwise transfer (including by operation of law) this Agreement or any of your rights or obligations hereunder without Licensor’s prior written consent. Any purported assignment in violation of the foregoing sentence shall be void.
