Effective Date: April 9, 2025
This End User License Agreement is referred to as the “Agreement” and is a binding agreement between you (“End User” or “you”) and Health Catalyst, Inc., a Delaware Corporation (“Catalyst” or “we”), effective as of the date given above (the “Effective Date”). This Agreement governs End User’s use of Catalyst’s cloud-based software (including all related user documentation provided to you in connection with the Technology (as defined below).
Whereas, Catalyst provides data collection, warehousing, and analytic services for Canopy Collective (“Canopy”) pursuant to the Master Services Agreement between Canopy and Catalyst (the “MSA”), as amended from time to time;
Whereas, End User has agreed to participate in and submit data to Canopy pursuant to a participation agreement or other substantially similar agreement with Canopy; st’s Technology (as defined below).
Whereas, Canopy desires to provide access to participating sites that submit data to Canopy’s clinical data registry (“End User”) to Catalyst’s Technology (as defined below).
Now therefore, in consideration of the foregoing and of the mutual promises and obligations contained herein, the Parties agree as follow:
1) Technology Access
- a) Technology Access. Subject to the terms and conditions herein, during the Term (as defined below), Catalyst will grant access to Authorized Users of End Users to the Technology on a limited, non-exclusive, non-transferable basis, unless earlier terminated as provided herein or upon the termination or expiration of the Term, whichever occurs earlier, for the purpose of participating in the services provided by Canopy by, among other things, submitting Data (as defined below), receiving reports, and analyzing data using tools offered by the Technology. “Technology” means the Catalyst software functionality made available to Canopy pursuant to the MSA, as further described in the most current Catalyst technology library (“Technology Library”) found at https://products.healthcatalyst.com/table-of-contents/?alttemplate=PDFHCTechnologyLibrary2.
- b) Authorized Users. “Authorized Users” means those users designated by End User to assist in End User’s participation in Canopy’s services and are (i) employees of End User, or (ii) clinical practitioners with practice or admitting privileges with End User with respect to whom End User has obtained written assurances that they will comply with the access, use, confidentiality, and intellectual property terms of this Agreement.
- c) Access Provisions. End User agrees that it will access the Technology only (i) during the Term through Authorized Users acting within the scope of their service for End User, (ii) for the provision of services to Canopy, and (iii) from and within the United States. End User will not: (a) access or use the Technology in connection with the provision of any services to third parties, (b) resell, lease, encumber, copy, distribute, publish, exhibit, transmit, provide access to, or provide use of the Technology to any third party which is not an Authorized User, (c) derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivative works based on, the Technology, (d) use the Technology in a manner that delays, impairs, or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software, or system input or output, (e) enter data using the Technology that is threatening, harmful, lewd, offensive, defamatory, or that injures or infringes the rights of others, or (f) use the Technology for any unlawful purpose or to mislead or harass anyone. Catalyst shall have the right to suspend End User’s access to the Technology or an individual Authorized User’s access in the event of a violation of a provision of this Section, and to terminate such access if End User or an individual Authorized User does not promptly remedy the violation in Catalyst’s sole discretion.
- d) Third-Party Technology Access. To the extent that Authorized Users will access the third-party software tools on behalf of End User, Catalyst will make available to End User such access and End User will ensure that its Authorized Users comply with the third-party terms and conditions appended to the agreement between Catalyst and the third-party, if applicable.
- e) Data Transfer and Access. End User will transfer all Data in a manner and format as prescribed by Canopy or Catalyst. End User will obtain all requisite permissions to include and make Data available for use with the Technology. End User shall provide the appropriate level of notification to patients regarding End User’s use and disclosure of Protected Health Information if applicable. In the event Data is transferred to the Canopy services via an automated data extract process, it is understood that End User will need to grant Catalyst with access to its data systems. End User represents that whenever it grants such access to Catalyst, End User is doing so on a voluntary basis and that it has the authority to grant the applicable third-party system access. “Data” means any non-public information provided to Canopy via the Technology by End Users for inclusion in Canopy’s services, including Protected Health Information, de-identified data, electronic medical record data, and other information as normally provided in End User’s use of the Canopy services.
- f) Updates. Catalyst may from time to time in its sole discretion develop and provide updates to the Technology, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features or functionality. You agree that Catalyst has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Technology and be subject to all terms and conditions of this Agreement.
2) Term of Agreement
- a) Term. The term of this Agreement (“Term”) shall commence upon Canopy’s grant of access to End User and shall terminate upon the earlier of: (i) the revocation of such access as between End User and Canopy, (ii) the termination of the MSA between Canopy and Catalyst, or (iii) earlier termination as provided herein. Catalyst may terminate this Agreement upon written notice to the other if the other End User defaults in performance of any material provision of this Agreement, and such default is not cured within a period of 10 days after written notice describing the specific default.
3) Confidential Information
- a) Confidentiality. Each Party will take reasonable steps and exercise reasonable care to hold any Confidential Information in confidence and not to use it or disclose it to any other person or entity except (i) as permitted under this Agreement or as reasonably necessary for the performance or enforcement of this Agreement, (ii) as agreed in writing by the other Party, or (iii) as required by law.
- b) “Confidential Information” means information that is disclosed by one Party to the other and that the receiving Party knows is confidential to the disclosing Party or that is of such a nature that someone familiar with the type of business of the disclosing Party would reasonably understand is confidential to it. Without limitation, Confidential Information includes financial and other business information of either Party and the Technology. Notwithstanding the foregoing, Confidential Information does not include information that the receiving Party can demonstrate: (i) is in the public domain or is generally publicly known through no improper action or inaction by the receiving Party, (ii) was rightfully in the receiving Party’s possession or known by it prior to receipt from the disclosing Party, (iii) is rightfully disclosed without restriction to the receiving Party by a third party without violation of obligation to the disclosing Party, or (iv) is independently developed by the receiving Party for the receiving Party by third parties without use of the Confidential Information of the disclosing Party.
4) Intellectual Property
- a) Ownership. Except for the right to access and use the Technology subject to the terms and conditions provided herein, this Agreement does not confer on End User a license in, ownership of, or interest in the Technology. End User agrees that the Technology, and all right, title, and interest in any to any aspect of it, and all edits, improvements, additions, modifications, and derivative works prepared from or relating to the Technology are by End Users to the Registry or otherwise used with the Technology. End User grants to Catalyst a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, modify, create derivative works of, distribute any feedback, suggestions, ideas, enhancement requests, recommendations, or other information provided by End User or its Authorized Users regarding the Technology ("Feedback"). End User acknowledges and agrees that Catalyst shall be free to use such Feedback for any purpose, including but not limited to improving, enhancing, and marketing the Technology, without any obligation or compensation to End User.
5) General Provisions
- a) Disclaimers. CATALYST DOES NOT MAKE ANY WARRANTY, REPRESENTATION OR PROMISE. CATALYST DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE TECHNOLOGY IS MADE AVAILABLE ON AN “AS IS” BASIS. CATALYST DOES NOT WARRANT THAT THE TECHNOLOGY IS WITHOUT DEFECT OR ERROR OR THAT THE USE THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
- b) Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL CATALYST HAVE ANY LIABILITY TO END USER ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION END USER’S ACCESS TO, OR USE OF, THE TECHNOLOGY PURSUANT TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION OR CLAIM INCLUDING WITHOUT LIMITATION CONTRACT, WARRANTY, TORT, AND/OR OTHERWISE).
- c) Indemnity. End User agrees to indemnify, defend and hold Catalyst, its affiliates, and its respective employees, officers, directors, and agents from and against any and all losses, damages, liabilities, claims, actions, judgements, settlements, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to End User’s use or misuse of the Technology or End User’s breach of the Agreement. Furthermore, End User agrees that Catalyst assumes no responsibility for any content End User or its Authorized User’s submit or make available through the Technology.
- d) Responsibility. User is solely responsible for decisions made and actions taken based on use of the Technology. End User must verify the accuracy, completeness, and appropriateness of all information imported or entered into the Technology and provided in connection with End User’s participation in the Registry. End User agrees to (i) use commercially reasonable efforts to prevent unauthorized disclosure of the Technology and notify Catalyst promptly of any such unauthorized access or use, and (ii) use the Technology only in accordance with the Agreement, and applicable laws and government regulations. End User acknowledges and agrees that the professional duty to treat the patient lies solely with End User, and use of the Technology, and data analyses or results related to such use, is at the sole risk of End User and in no way replaces or substitutes for the professional judgment or skill of End User or any of its providers. End User is responsible and liable for the diagnosis and treatment of its patients.
- e) Assignment. Because this Agreement is personal to End User, End User will have neither the right nor the power to assign or transfer this Agreement by assignment, merger or otherwise to any third party without the written consent of Catalyst. Catalyst may assign or transfer this Agreement and its rights under this Agreement (and delegate any remaining obligations and duties under this Agreement) to an affiliate or a third party who acquires substantially all of the business or intellectual property of Catalyst applicable to the Technology. Any assignee or transferee of this Agreement must assume the duties and obligations of the assigning or transferring party under this Agreement.
- f) Miscellaneous. This Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Neither party is the partner, joint venturer, agent or representative of the other party. Each party is an independent contractor working on behalf of End User. There is no employment relationship between the Parties. Neither party has the authority to make any representations or warranties or incur any obligations or liabilities on behalf of the other party. Neither party will make any representation to a third party. This Agreement constitutes the entire agreement between the parties relating to the Technology and supersedes all prior agreements, understandings, and representations relating to the Technology. No change in this Agreement will be effective or binding unless signed by End User and a duly authorized officer of Catalyst. Notice under this Agreement will mean written notification addressed to the individual signing this Agreement at the address listed above that is (i) delivered by hand, (ii) sent by traceable nationwide parcel delivery service, overnight or next business day service, or (iii) sent by certified United States mail. Properly mailed notice will be deemed given 3 days after the date of mailing, and other notice will be deemed given when received. A party may change its address for notice purposes by providing written notice of such change to the other party. End User shall also send a courtesy copy of all notices to Catalyst at legal@healthcatalyst.com. Except as explicitly set forth herein, none of the provisions of this Agreement will be for the benefit of or enforceable by any third party. No failure by a party to insist upon the strict performance of any term or condition of this Agreement or to exercise any right or remedy hereunder will constitute a waiver of such term or condition. This Agreement will be governed by the laws of the State of Utah applicable to agreements made and to be performed wholly within Utah, without regard to its conflicts of laws principles. The parties consent to the jurisdiction of the state and federal courts located in Salt Lake City or County, Utah with respect to any dispute relating to this Agreement or any of the Technology.
Acknowledgement of Terms and Conditions
