DATA LICENSE AGREEMENT – OM1 SPECIALIZED DATA 

1.  Scope.

1.1	Terms and Conditions.  This Data License Agreement for OM1’s Specialized Data (the “DLA”) sets forth the terms and conditions applicable to the Data licenses between OM1, Inc. (“OM1”) and the Party licensing the Data (“Licensee”) through the marketplace operated by Amazon Web Services, Inc. (located at https://aws.amazon.com/marketplace/, as may be updated from time to time) (the “AWS Marketplace”). OM1’s offer of the Data on the AWS Marketplace, and Licensee’s payment of the corresponding License fees, constitutes each Party’s respective acceptance of this DLA and their entry into this DLA with respect to the Data.  Unless defined elsewhere in this DLA, terms in initial capital letters have the meanings set forth in Section 11. Licensee and OM1 may be referred to collectively as the “Parties” or individually as a “Party”.

1.2	Data License.  OM1 will supply and license to Licensee, and Licensee will receive and pay the applicable License fee, respectively, a License to access and use the Data as set forth in the DLA Offer in accordance with this DLA (the “License”). The License, as described in the applicable DLA Offer, may be for Data deployed via S3 Download or Data deployed through other functionality available for Data in the AWS Marketplace. The License fee is set forth in the applicable DLA Offer.  

1.3	Agreement.  The License is subject to and governed by this DLA, the applicable DLA Offer, and any amendments to any of the foregoing as may be agreed upon by the Parties, which together constitute a binding agreement between Licensee and OM1 (the “Agreement”). Each License is the subject of a separate agreement between Licensee and OM1. In the event of any conflict between the terms and conditions of the various components of this Agreement, the following order of precedence will apply:  (1) any amendment agreed upon by the Parties, (2) this DLA, and (3) the DLA Offer.  

2.  Authorization.
             
2.1	Data.  OM1 hereby authorizes Licensee, its Affiliates and their Users, subject to their compliance with the requirements and restrictions set forth in Sections 2 and 5, on a limited, revocable, nonexclusive, nontransferable (except in connection with an assignment permitted under Section 10.2) basis, under all of OM1’s Proprietary Rights in and to the Data, to receive, retain for the term identified in the DLA Offer and use the Data in accordance with the applicable DLA Offer.  Licensee may use the Data solely in the United States and on computers owned or controlled by Licensee and solely for Licensee’s and its Affiliates’ internal business operations. Licensee may make a reasonable number of copies of any Documentation made available to Licensee by OM1 as necessary to use such Data in accordance with the rights granted under this Agreement, provided that Licensee includes all proprietary legends and other notices on all copies.  OM1 retains all rights in and to the Data, and retains all rights not expressly granted to Licensee under this Agreement.

2.2	Affiliates and Contractors.  With respect to Affiliates and Contractors that Licensee allows to access and use the Data: (a) Licensee agrees that all such Affiliates and Contractors will be required to agree to contractual terms substantially similar to those in the Agreement; (b) Licensee remains primarily responsible for all obligations hereunder arising in connection with such Affiliate’s or Contractor’s use of the Data; and (c) Licensee agrees to be directly liable for any act or omission by such Affiliate or Contractor to the same degree as if the act or omission were performed by Licensee such that a breach by an Affiliate or a Contractor of the provisions of this Agreement will be deemed to be a breach by Licensee. The performance of any act or omission under this Agreement by an Affiliate or a Contractor for, by or through Licensee will be deemed the act or omission of Licensee.

2.3	Restrictions.  Except as specifically provided in this Agreement, Licensee and any other User of Data, or any subset thereof, may not: (a) publish, disseminate, distribute or provide access of any kind to the Data to any third party, or any subset thereof, to any third party; (b) sell, rent, loan, lease, sub-license, assign, authorize others to access, use or disclose or attempt to grant any rights to the Data or any material subset thereof to third parties; (c) decompile, reverse engineer, separate, modify or otherwise attempt to derive source code from the Data; (d) use the Data or any subset thereof to act as a consultant, service bureau or application service provider; (e) attempt through any means or manner to re-identify, match or correlate the identity of any individual patient that is the subject of the Data (or their family/household member), healthcare provider, healthcare organization or payor to the Data; (f) contact any of the individuals referenced in the foregoing subsection (e); (g) commingle of combine the Data with data from any other sources; (h) correlate the Data to any person or entity in violation of applicable laws, rules or regulations; (i) contest the validity of the Data and/or Licensee’s Proprietary Rights therein; (j) remove, delete or alter any trademarks, copyright notices or other Proprietary Rights notices of OM1, if any.  

2.4	Data Security.  Licensee shall (a) implement, use and enforce reasonable and appropriate technical, physical and administrative safeguards, including establishing and maintaining relevant policies, to (i) assure the confidentiality of the Data, (ii) assure that the Data is accessed only by its authorized Users, (iii) assure that the Data will remain de-identified in accordance with Health Insurance Portability and Accountability Act and the rules promulgated thereunder (“HIPAA”) and (iv) prevent any access to or use or disclosure of any Data except as permitted under this Agreement; (b)  maintain an audit log of any individual or entity that accesses the Data; (c) monitor any server storing the Data for intrusion, hacking or any other form of access not permitted under this Agreement; (d) have individuals serving in the roles of a Privacy Officer and Security Officer responsible for ensuring that the Data is maintained, transmitted, used and disclosed in accordance with this Agreement, HIPAA and other applicable laws; and (e) report to OM1 any access to, use of or disclosure of the Data not permitted by this Agreement within two (2) days after the day on which such event is known by Licensee to have occurred or should reasonably have been known to have occurred. 

2.5	License Fees.  The License fees will be set forth in the applicable DLA Offer. Payments will be made through the functionality available through the AWS Marketplace.  

2.6	Audits.  Licensee will maintain records reasonably sufficient to document and record its compliance with the terms and conditions of this Agreement, including policies and procedures to ensure compliance with this Section 2. OM1 shall have the right to audit all such records upon not less than ten (10) business days’ prior written notice, not more often than one time per calendar quarter during the term of this Agreement and for two (2) years after its termination, to confirm Licensee’s compliance with this Agreement. The results of such audits will be considered Licensee’s Confidential Information.

3.  Proprietary Rights.

3.1	Data.  OM1 will retain all right, title and interest it may have in and to the Data, including all Proprietary Rights therein. Nothing in this Agreement will be construed or interpreted as granting to Licensee any rights of ownership or any other Proprietary Rights in or to the Data.

3.2	Feedback.  If Licensee provides any suggestions, ideas, enhancement requests, recommendations or feedback regarding the Data (“Feedback”), OM1 may use and incorporate Feedback in OM1’s products and services. Licensee shall not be entitled to any compensation or any rights with respect to Feedback. Licensee will have no obligation to provide Feedback, and all Feedback is provided by Licensee “as is” and without warranty of any kind.
           
4.  Warranties.

4.1	No Personal Information.  OM1 represents and warrants that: (a) the Data will not include any personally identifiable information or any information that is subject to HIPAA, the Fair Credit Reporting Act, the Fair and Accurate Credit Transaction Act, the Gramm-Leach-Bliley Act, the General Data Protection Regulation (Regulation (EU) 2016/679)) or any other applicable data privacy laws, rules and regulations in any jurisdiction worldwide; and (b) the Data will be made available in compliance with all applicable laws and regulations, and the lawful use of the Data by Licensee and its Users as permitted under this Agreement is not restricted or prohibited by, or contingent upon compliance with, any such law or regulation.

4.2	Additional Data Warranties.  OM1 further represents and warrants that (a) OM1 will use industry standard practices designed to detect and protect the Data against any reasonably anticipated viruses, “Trojan horses”, “worms”, spyware, adware or other harmful code designed or used for unauthorized access to or use, disclosure, modification or destruction of information within the Data or interference with or harm to the operation of the Data or any systems, networks or data, including as applicable using anti-malware software and keeping the anti-malware software up to date prior to making the Data (including any updated, revised or additional Data made available by OM1) available to Licensee; and (b) the Data, and Licensee’s use thereof as permitted under this Agreement, will not be subject to any terms that require that any data, software, documentation or other materials integrated, networked or used by Licensee with the Data, in whole or in part, be disclosed or distributed in source code form, be provided to others for the purpose of, or with authorization for making derivative works, or be redistributable at no charge.

4.3	Remedies.  If any Data fails to conform to the foregoing warranties, OM1 promptly will, at its sole option and expense, correct the Data as necessary to conform to the warranties. If OM1 determines that it is not commercially reasonable to correct the Data to conform to the warranties within a reasonable time, then as Licensee’s sole remedy and OM1’s exclusive liability (except as provided in Section 7, Indemnification), Licensee may terminate the License and this Agreement and receive a refund of any prepaid fees prorated for the unused portion of the License and the portion of the License’s noncompliance, as measured from the time Licensee reports the noncompliance to OM1 in writing.

4.4	Warranty Exclusions.  OM1 will have no liability or obligation with respect to any warranty to the extent any nonconformity is attributable to any: (a) use of the Data by Licensee in violation of this Agreement or applicable Law; or (b) modifications to the Data made by Licensee or its Personnel; where in each of (a) and (b) such nonconformity would not have occurred absent such use or modification by Licensee.

4.5	Power and Authority.  Each Party represents and warrants that: (a) it has full power and authority to enter in and perform this Agreement and that the execution and delivery of this Agreement has been duly authorized; and (b) this Agreement and such Party’s performance hereunder will not breach any other agreement to which the Party is a party or is bound or violate any obligation owed by such Party to any third party.
             
4.6	Disclaimer.  EXCEPT FOR THE WARRANTIES SPECIFIED IN THIS AGREEMENT, OM1 MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE DATA, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND OM1 HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  OM1 does not warrant that the Data will: (a) meet Licensee’s requirements; (b) be accurate, complete or up-to-date; (c) contain any specific number or volume of data points. OM1 assumes no responsibility for how the Data is used by Licensee. 

5.  Confidentiality.  

5.1	Confidential Information. “Confidential Information” means any nonpublic information directly or indirectly disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or accessible to the Receiving Party pursuant to this Agreement that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential, including without limitation technical data, trade secrets, know-how, research, inventions, processes, designs, drawings, strategic roadmaps, product plans, product designs and architecture, security information, marketing plans, pricing and cost information, marketing and promotional activities, business plans, customer and supplier information, employee and User information, business and marketing plans, and business processes, and other technical, financial or business information, and any third party information that the Disclosing Party is required to maintain as confidential.  Confidential Information will not, however, include any information which: (a) was publicly known or made generally available to the public prior to the time of disclosure; (b) becomes publicly known or made generally available after disclosure through no fault of the Receiving Party; (c) is in the possession of the Receiving Party, without restriction as to use or disclosure, at the time of disclosure by the Disclosing Party; (d) was lawfully received, without restriction as to use or disclosure, from a third party (who does not have an obligation of confidentiality or restriction on use itself); or (e) is developed by the Receiving Party independently from this Agreement and without use of or reference to the Disclosing Party’s Confidential Information or Proprietary Rights.  Except for rights expressly granted in this Agreement, each Party reserves all rights in and to its Confidential Information. The Parties agree that the Data is Confidential Information of OM1. 
             
5.2	Obligations.  The Parties will maintain as confidential and will avoid disclosure and unauthorized use of Confidential Information of the other Party using reasonable precautions.  Each Party will protect such Confidential Information with the same degree of care that a prudent person would exercise to protect its own confidential information of a like nature, and to prevent the unauthorized, negligent, or inadvertent use, disclosure, or publication thereof or access thereto.  Each Party will restrict Confidential Information to individuals who need to know such Confidential Information for purposes of the Agreement and who are bound to confidentiality obligations at least as protective as the restrictions described in this Section 5. Neither Party will use Confidential Information of the other Party for any purpose except in fulfilling its obligations or exercising its rights under this Agreement.  Each Party will promptly notify the other Party if it becomes aware of any unauthorized use or disclosure of the other Party’s Confidential Information, and reasonably cooperate with the other Party in attempts to limit disclosure.

5.3	Compelled Disclosure.  If and to the extent required by law, including regulatory requirements, discovery request, subpoena, court order or governmental action, the Receiving Party may disclose or produce Confidential Information but will give reasonable prior notice (and where prior notice is not permitted by applicable Law, notice will be given as soon as the Receiving Party is legally permitted) to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or confidential treatment therefor or other appropriate remedy regarding such disclosure.  Disclosure of any Confidential Information pursuant to any legal requirement will not be deemed to render it non-confidential, and the Receiving Party’s obligations with respect to Confidential Information of the Disclosing Party will not be changed or lessened by virtue of any such disclosure.

5.4	Equitable Relief. The Parties agree that any breach of the confidentiality obligations under this Section 5 may result in irreparable damage for which there is no adequate remedy at law. Therefore, it is agreed that the non-breaching Party shall be entitled to equitable relief, without the necessity of posting a bond or other undertaking, including permanent injunctive relief enjoining such breach, by a court of competent jurisdiction, in addition to whatever remedies it may have at law.

6.  Limitations of Liability.

6.1	Consequential Damages. IN NO EVENT SHALL OM1 BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LOST REVENUE, OPPORTUNITIES OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

6.2	Damages Cap. IN NO EVENT SHALL OM1 BE LIABLE IN THE AGGREGATE FOR ANY CLAIMS OR DAMAGES IN ANY AMOUNT EXCEEDING THE AMOUNT OF LICENSEE FEES THAT LICENSEE HAS PAID TO OM1 DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.  
             
7.  Indemnification.

7.1	OM1 Indemnity.  OM1 will, at its expense, indemnify, defend and hold harmless Licensee and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Licensee Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all associated liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) (“Claims”), to the extent arising out of  (a) any actual or alleged breach of OM1’s representations and warranties in Section 4.1; (b) any actual or alleged infringement, misappropriation or violation of any Proprietary Rights, right of publicity or privacy or other rights of a third party by the Data or Licensee’s exercise of its rights under this Agreement; or (c) any Data that actually or allegedly is libelous, defamatory, obscene or unlawful.

7.2	Licensee Indemnity. Licensee will, at its expense, indemnify, defend and hold harmless OM1 and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “OM1 Indemnified Parties”) from and against any and all Claims, to the extent arising out of (a) use of the Data; (ii) violation of applicable laws or regulations; (iii) any breach of Sections 2 or 3; or (iv) negligence, recklessness or willful misconduct.

7.3	Conditions Precedent.  The Party(ies) seeking indemnification pursuant to this Section 7 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure.  The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party, without the Indemnified Parties’ prior written consent, (a) will not enter into any settlement that (i) includes any admission of guilt or wrongdoing by any Indemnified Party, (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 8, (iii) imposes any non-monetary obligations on any Indemnified Party, and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in subsection (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable law.

7.4	Infringement Remedy.  In addition to OM1’s obligations under Section 7.1, if the Data is held, or in OM1’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights or other rights of a third party, or, if based on any claimed infringement, misappropriation or violation of any Proprietary Rights or other rights of a third party, an injunction is obtained, or in OM1’s opinion an injunction is likely to be obtained, that would prohibit or interfere with Licensee’s use of the Data under this Agreement, then OM1 will at its sole option and expense either: (a) procure for Licensee the right to continue using the affected Data in accordance with the authorization provided under this Agreement; or (b) modify or replace the affected Data so that the modified or replacement Data are reasonably comparable and do not infringe, misappropriate or violate any Proprietary Rights or other rights of a third party.  If, in such circumstances, OM1 does not successfully accomplish any of the foregoing actions on a commercially reasonable basis, either Party may terminate the License and this Agreement upon written notice and OM1 will refund to Licensee all prepaid, unused amounts for the License fees paid beginning at the time the infringement claim first arose. The foregoing shall be Licensee’s sole remedy and OM1’s exclusive liability with respect to infringement, except for Claims as provided in Section 7.1.
             
7.5	Limitations.  OM1 will have no liability or obligation under this Section 7 with respect to any infringement Claim to the extent attributable to any modifications to the Data by Licensee or its Personnel or use of the Data by Licensee in breach of this Agreement, where such infringement Claim would not have arisen absent such modification or use.
             
7.6	Not Limiting.  The foregoing indemnities will not be limited in any manner whatsoever by any required or other insurance coverage maintained by a Party.

8.  Term and Termination.

8.1	Term.  This Agreement will continue in full force and effect until conclusion of the License term, unless terminated earlier by either Party as provided by this Agreement.
             
8.2	Termination for Cause.  Either Party may terminate the License or this Agreement if the other Party materially breaches this Agreement and does not cure the breach within 30 days following its receipt of written notice of the breach from the non-breaching Party.  OM1 may terminate the License or this Agreement, or suspend delivery of Data, immediately upon written notice to Licensee if Licensee or any Personnel (a) re-identify or attempt to re-identify any Data or (b) breach the License grant; or (c) breach any provisions of this Agreement protecting OM1’s Proprietary Information or Confidential Information.
             
8.3	Effect of Termination.  Upon termination or expiration of the License or this Agreement, Licensee’s authorization to use the Data under such License will terminate immediately, and Licensee shall discontinue all use of the Data, and securely destroy the Data. Licensee shall also return to OM1 or destroy any OM1 Confidential Information in its possession or control. Termination or expiration of any License obtained by Licensee from OM1 will not terminate or modify any other License obtained by Licensee from OM1. In addition, Sections 2.6 (Audits), 3 (Proprietary Rights), 5 (Confidentiality), 6 (Limitations of Liability), 7 (Indemnification), 8.3 (Effect of Termination), 10 (General) and 11 (Definitions), together with all other provisions of this Agreement that may reasonably be interpreted or construed as surviving expiration or termination, will survive the expiration or termination of this Agreement for any reason.

9.  Insurance.

9.1	Coverages. During the term of this Agreement, each Party shall maintain insurance sufficient to cover its obligations and liabilities hereunder.

9.2	Certificates. Each Party shall provide proof of its insurance coverage to the other Party upon request.
       
10.  General.
10.1	Applicable Law.  This Agreement will be governed and interpreted under the laws of the Commonwealth of Massachusetts, excluding its principles of conflict of laws.  The Parties agree that the exclusive forum for any action or proceeding will be in Boston, Massachusetts, and the Parties consent to the jurisdiction of the state and federal courts located in Boston, Massachusetts.  The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
             
10.2	Assignment.  Neither Party may assign or transfer this Agreement or any rights or delegate any duties herein without the prior written consent of the other Party, which will not be reasonably withheld, delayed or conditioned. Notwithstanding the foregoing, and without gaining the other Party’s written consent, either Party may assign this Agreement, in whole or part, and delegate its obligations to its Affiliates or to any entity acquiring all or substantially all of its assets related to the DLA Offer or the assigning Party’s entire business, whether by sale of assets, sale of stock, merger or otherwise. The assignee in any such assignment shall agree to remain bound by the terms of this Agreement. Any attempted assignment, transfer or delegation in contravention of this Section 10.2 will be null and void.  This Agreement will inure to the benefit of the Parties hereto and their permitted successors and assigns.
             
10.3	Entire Agreement.  This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof, and there are no other representations, understandings or agreements between the Parties relating to the subject matter hereof.  This Agreement is solely between Licensee and OM1. The terms and conditions of this Agreement will not be changed, amended, modified or waived unless such change, amendment, modification or waiver is in writing and signed by authorized representatives of the Parties. 
             
10.4	Force Majeure.  Neither Party will be liable hereunder for any failure or delay in the performance of its obligations in whole or in part, on account of riots, fire, flood, earthquake, explosion, epidemics, war, strike or labor disputes (not involving the Party claiming force majeure), embargo, civil or military authority, act of God, governmental action or other causes beyond its reasonable control and without the fault or negligence of such Party or its Personnel and such failure or delay could not have been prevented or circumvented by the non-performing Party through the use of alternate sourcing, workaround plans or other reasonable precautions.  
             
10.5	Export Laws.  Each Party will comply with all applicable customs and export control laws and regulations of the United States and/or such other country, in the case of Licensee, where Licensee or its Users use the Data, and in the case of OM1, where OM1 provides the Data.  Each Party certifies that it and its Personnel are not on any of the relevant U.S. Government Lists of prohibited persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s list of Denied Persons.  Neither Party will export, re-export, ship, or otherwise transfer the Data, to any country subject to an embargo or other sanction by the United States.

10.6	Headings.  The headings throughout this Agreement are for reference purposes only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement.
             
10.7	No Third-Party Beneficiaries.  Except as specified in Section 7 with respect to Licensee Indemnified Parties and OM1 Indemnified Parties, nothing express or implied in this Agreement is intended to confer, nor will anything herein confer, upon any person other than the Parties and the respective successors or assigns of the Parties, any rights, remedies, obligations or liabilities whatsoever.
             
10.8	Notices.  To be effective, notice under this Agreement must be given in writing.  Each Party consents to receiving electronic communications and notifications from the other Party in connection with this Agreement. Each Party agrees that it may receive notices from the other Party regarding this Agreement: (a) by email to the email address designated by such Party as a notice address for the DLA; (b) by personal delivery; (c) by registered or certified mail, return receipt requested; or (d) by nationally recognized courier service.  Notice will be deemed given upon written verification of receipt.

10.9	Non-waiver.  Any failure or delay by either Party to exercise or partially exercise any right, power or privilege under this Agreement will not be deemed a waiver of any such right, power or privilege under this Agreement.  No waiver by either Party of a breach of any term, provision or condition of this Agreement by the other Party will constitute a waiver of any succeeding breach of the same or any other provision hereof.  No such waiver will be valid unless executed in writing by the Party making the waiver.

10.10	Publicity.  Neither Party will issue any publicity materials or press releases that refer to the other Party or its Affiliates, or use any trade name, trademark, service mark or logo of the other Party or its Affiliates in any advertising, promotions or otherwise, without the other Party’s prior written consent.  
             
10.11	Relationship of Parties.  The relationship of the Parties will be that of independent contractors, and nothing contained in this Agreement will create or imply an agency relationship between Licensee and OM1, nor will this Agreement be deemed to constitute a joint venture or partnership or the relationship of employer and employee between Licensee and OM1.  Each Party assumes sole and full responsibility for its acts and the acts of its Personnel.  Neither Party will have the authority to make commitments or enter into contracts on behalf of, bind, or otherwise oblige the other Party.
             
10.12	Severability.  If any term or condition of this Agreement is to any extent held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be affected thereby, and each term and condition will be valid and enforceable to the fullest extent permitted by law.
              
11.  Definitions.

11.1 	“Affiliate” means, with respect to a Party, any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such Party.

11.2	“AWS Marketplace” means the marketplace operated by Amazon Web Services, Inc. located at https://aws.amazon.com/marketplace/ as it may be updated from time to time.
             
11.3	“AWS Services” means the cloud computing services offered by Amazon Web Services, Inc. as they may be updated from time to time.
             
11.4	 “Contractor” means any third party contractor of Licensee or other third party performing services for Licensee, including business process outsourcing service providers.
             
11.5	“Data” means the data product identified in the applicable DLA Offer and any other data products, including any revisions, updates, modifications, enhancements and additional data that OM1 provides, or is obligated to provide, under this Agreement.  
             
11.6	“Documentation” means any manuals, instructions, specifications, documentation, and                                                 other materials related to the Data (including all information included or incorporated by reference in the applicable DLA Offer), together with all enhancements, modifications, derivative works, and amendments to those documents, that OM1 publishes or provides under this Agreement.

11.7	“DLA Offer” means an offer by OM1, as set forth in the detail page on the AWS Marketplace, for a license to Data subject to this DLA.  
             
11.8	“Personnel” means a Party or its Affiliate’s directors, officers, employees, non-employee workers, agents, auditors, consultants, contractors, subcontractors and any other person performing services on behalf of such Party (but excludes the other Party and any of the foregoing of the other Party).

11.9	“Proprietary Rights” means all intellectual property and proprietary rights throughout the world, whether now known or hereinafter discovered or invented, including, without limitation, all: (a) patents and patent applications; (b) copyrights and mask work rights; (c) trade secrets; (d) trademarks; (e) rights in data and databases; and (f) analogous rights throughout the world.

11.10	“S3 Download” means a way that the Data offered by OM1 under a DLA Offer may be provisioned to Licensee where the Data is delivered to Licensee as a download from AWS S3 storage service into Licensee’s own AWS Services account on AWS Services infrastructure or to other computer systems operated by or for Licensee.

11.11	“Subcontractor” means any third party subcontractor or other third party to whom OM1 delegates any of its duties and obligations under this Agreement.

11.12	“User” means an employee, non-employee worker or other member of Licensee or any of its Affiliates’ workforces, Contractor of Licensee or any of its Affiliates or other person or Data program or computer systems authorized by Licensee or any of its Affiliates to access and use the Data as permitted under this Agreement.