Iris Terms & Conditions

Last updated: July 24, 2024

These Iris terms and conditions (the “Terms”) are a legal agreement entered into by and between you (“Customer”) and Handl Health, Inc., a Delaware corporation with offices located at 10000 Washington Blvd, Culver City, CA 90232 (“Handl”). Customer and Handl are referred to herein each as a “Party” and collectively the “Parties.”

WHEREAS, Customer desires to access the software-as-a-service offering as further described on Handl’s website located at: https://www.handlhealth.com/iris.Iris (hereinafter, “Iris”), and Handl desires to provide Customer access to Iris, subject to the terms and conditions set forth in these Terms.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.  Capitalized terms used throughout these terms and conditions shall have the meaning ascribed to them in the relevant sections.

Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access and use Iris.

Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise/ownership of more than 50 % of the voting securities of a Person.

Authorized Users” means Customer’s employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use Iris under the rights granted to Customer pursuant to these Terms; and (b) for whom access to Iris has been purchased hereunder.

Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through Iris. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of Iris by or on behalf of Customer or any Authorized User.

Documentation” means any manuals, instructions, or other documents or materials that Handl provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of Iris or Handl Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

Handl Materials” means Iris, the Specifications, Documentation, and Handl Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Handl or any Subcontractor in connection with Iris or otherwise comprise or relate to Iris or Handl Systems. For the avoidance of doubt, Handl Materials include Resultant Data and any information, data, or other content derived from Handl’s monitoring of Customer’s access to or use of Iris, but does not include Customer Data.

Handl Personnel” means all individuals involved in the performance of Iris as employees, agents, or independent contractors of Handl or any Subcontractor.

Handl Systems” means the information technology infrastructure used by or on behalf of Handl in performing Iris, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Handl or through the use of third-party services.

Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using Iris or the Handl Systems as intended by these Terms.

Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance provider.

Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

Process” means to take any action or perform any operation or set of operations that Iris is capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.

Sales Order“ means that certain sales order executed by the Parties that sets forth the key commercial terms and conditions relating to Customer’s access to Iris including, without limitation, the number of Authorized Users, Term, Fees, notice information and service level support (if applicable).

Resultant Data” means data and information (i) uploaded by Customer to Iris, or (ii) related to Customer’s use of Iris, that is solely used by Handl in an aggregate and anonymized manner, including, without limitation, to compile statistical and performance information related to the provision and operation of Iris and to be used as part of Iris’ database.

Specifications” means the specifications for Iris, as may be provided to Customer.

Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to Iris that are not proprietary to Handl.

2. Services.
2.1. Access and Use. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with these Terms, Handl hereby grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable right to access and use Iris during the Term, solely for use by Customer and its Authorized Users in accordance with these Terms. Such use is limited to Customer’s internal business purposes. If Customer purchases an enterprise account, as set forth on the applicable Sales Order, Handl shall provide Customer with Access Credentials within a reasonable time following Customer’s execution of the applicable Sales Order. The total number of Authorized Users will not exceed the number set forth in the applicable Sales Order, except as expressly agreed to in writing by Handl and subject to any appropriate adjustment of the Fees payable under the applicable Sales Order.

2.2. Documentation License and Handl Materials.
Handl hereby grants to Customer a revocable, non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of Iris. Except as otherwise expressly provided in these Terms, as between the Parties, Handl has and will retain sole control over the operation, provision, maintenance, and management of the Handl Materials.

2.3. Reservation of Rights. Nothing in these Terms grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, Iris, the Handl Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to Iris, the Handl Materials, and the Third-Party Materials are and will remain with Handl and the respective rights holders in the Third-Party Materials.

2.4. Changes. Handl reserves the right, in its sole discretion, to make any changes to Iris and the Handl Materials, including any changes that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Handl’s services to its customers; (ii) the competitive strength of or market for Handl’s services; or (iii) Iris’ cost efficiency or performance; or (b) to comply with applicable Law. 

2.5. Suspension or Termination of Iris. Handl may, directly or indirectly, and by any lawful means, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of Iris or the Handl Materials, without incurring any resulting obligation or liability, if: (a) Handl receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Handl to do so; or (b) Handl believes, in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with any term of these Terms, or accessed or used Iris beyond the scope of the rights granted or for a purpose not authorized under these Terms or in any manner that does not comply with any instruction or requirement of the Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) these Terms expire or are terminated. This Section does not limit any of Handl’s other rights or remedies, whether at law, in equity, or under these Terms.

3. Use Restrictions. Customer shall not, and shall not permit any other Person or Authorized User to, access or use Iris, the Documentation or the Handl Materials except as expressly permitted by these Terms and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as these Terms expressly permits (a) copy, modify, or create derivative works or improvements of Iris, the Documentation or the Handl Materials; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available Iris, the Documentation or the Handl Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of Iris or the Handl Materials, in whole or in part; (c) bypass or breach any security device or protection used by Iris or the Handl Materials or access or use Iris or Handl Materials other than by an Authorized User through the use of their own then valid Access Credentials; (d) input, upload, transmit, or otherwise provide to or through Iris or the Handl Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; (e) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner Iris, the Handl Systems, or Handl’s provision of services to any third party, in whole or in part; (f) remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from Iris or the Handl Materials, including any copy thereof; (g) access or use Iris or the Handl Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Handl customer), or that violates any applicable Law; (h) access or use Iris, the Documentation or the Handl Materials for purposes of competitive analysis of Iris or the Handl Materials, the development, provision, or use of a competing software service or product or any other purpose that is to Handl’s detriment or commercial disadvantage; (i) access or use Iris or the Handl Materials in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of Iris could lead to personal injury or severe physical or property damage; or (j) otherwise access or use Iris or the Handl Materials beyond the scope of the authorization granted under these Terms.

4. Customer Obligations. Customer will comply with all applicable laws, statutes, and regulations, including but not limited to all applicable data privacy and protection laws (such as the California Consumer Privacy Act (CCPA) and any other applicable regional data protection laws. Customer agrees to provide all necessary notices and obtain all requisite consents as required by any applicable data privacy and protection laws and to assist Handl with its own compliance with such laws. Customer will promptly notify Handl in the event of a failure to comply with any aspects of these requirements. Customer shall at all times during the Term provide all cooperation and assistance as Handl may reasonably request to enable Handl to exercise its rights and perform its obligations under and in connection with these Terms. Handl is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under these Terms (each, a “Customer Failure”). If Customer becomes aware of any actual or threatened activity prohibited by Section 3, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to Iris and the Handl Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Handl of any such actual or threatened activity.

To access Iris or some of the resources it offers, Customer may be asked to provide certain registration details or other information. It is a condition of Customer’s use of Iris that all the information you provide in connection with Customer’s account is correct, current, and complete. Customer agrees that all information Customer provides to register for Iris, is governed by Handl’s Privacy Policy and Customer’s consent to all actions we take with respect to Customer’s information consistent with Handl’s Privacy Policy.

If Customer chooses, or is provided with, a username, password, or any other piece of information as part of Handl’s security procedures, Customer must treat such information as confidential, and Customer must not disclose it to any other person or entity. Customer also acknowledges that Customer’s account is personal to Customer and agrees not to provide any other person with access to Iris or portions of it using Customer’s username, password, or other security information. Customer agrees to notify Handl immediately of any unauthorized access to or use of Customer’s username or password or any other breach of security. Customer also agrees to ensure that Customer exits from its account at the end of each session. Customer will use particular caution when accessing its count from a public or shared computer so that others are not able to view or record Customer’s password or other personal information.

Handl has the right to disable any username, password, or other identifier, whether chosen by Customer or provided by Handl, at any time in Handl’s sole discretion for any or no reason, including if, in Handl’s opinion, Customer has violated any provision of these Terms.

5. Security and Data Use.
5.1. Information Security. Handl will employ security measures in accordance with Handl’s data privacy and security policy located in Exhibit B.

5.2. Data Breach Procedures. Handl maintains a data breach plan in accordance with the criteria set forth in its data privacy and security policy and shall implement the procedures required under such data breach plan on the occurrence of a data breach (as defined in such plan).

5.3. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with Iris; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of Iris and the Handl Materials directly or indirectly by or through the Customer Systems or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

5.4. Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of Iris; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by Iris.

5.5. HIPAA Data Use Agreement. Customer shall not disclose to Handl any protected health information (“PHI”) as defined by 45 C.F.R. 160.103 unless such PHI is in the form of a limited data set as defined under 45 C.F.R. 164.514(e)(2) (“Limited Data Set”) for the purpose of Customer’s health care operations in connection with the applicable Sales Order (the “Purpose”). Handl may use and disclose the Limited Data Set only to carry out the Purpose, as permitted by this Agreement, or as otherwise required by law. Handl shall not use or further disclose the Limited Data Set in a manner that would violate the requirements of Subpart E of 45 C.F.R. Part 164, if done by Customer. Handl agrees to make the Limited Data Set available only to its employees and authorized agents or subcontractors on a need-to-know basis. Further, Handle will (a) use appropriate safeguards to prevent use or disclosure of the Limited Data Set other than as provided for by this Agreement; (b) report to Customer any use or disclosure of the Limited Data Set not provided for by this Agreement of which Handl becomes aware; (c) ensure that any agents to whom Handl provides the Limited Data Set agree to the same restrictions and conditions that apply to Handl with respect to the Limited Data Set; and (d) not identify the information or contact the individuals who are the subject of the Limited Data Set. Customer agrees that Handl may de-identify the Limited Data Set in accordance with 45 C.F.R. 164.514(b). To the extent that Customer inadvertently discloses PHI to Handl that is not limited to the Limited Data Set, Handl agrees that it will promptly notify Customer upon discovery of the error and return or destroy such PHI in accordance with Customer’s reasonable instructions. To the extent Handl requires access to PHI that cannot be limited to limited data set in furtherance of an applicable Sales Order, the Parties acknowledge and agree that, prior to providing or receiving such access, they will enter into any additional agreements as may be required by law to protect the confidentiality and security of such PHI, including a business associate agreement, as applicable. The Parties agree to comply with all applicable federal and state laws and regulations concerning the privacy and confidentiality of PHI.

6. Fees and Payment.
6.1. Fees, Fee Increases and Taxes. Customer shall pay Handl the fees as set forth in the applicable Sales Order (“Fees”) in accordance with this Section. Handl may increase Fees by providing at least sixty (60) days’ written notice to Customer. All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Handl’s income.

6.2. Payment and Late Payment. Unless otherwise set forth in the applicable Sales Order, Customer shall pay all Fees and all out-of-pocket expenses incurred by Handl in connection with providing Iris (“Reimbursable Expenses”) on the first of every month, due within five (5) business days thereof. Customer shall make all payments hereunder in US dollars by automated clearing house or credit card; provided, that, if Customer pays by credit card Customer is responsible for any merchant or transaction fees associated with use thereof. Customer shall make payments to the address or account specified on the Sales Order or such other address or account as Handl may specify in writing from time to time. If Customer fails to make any payment when due then, in addition to all other remedies that may be available Handl may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law. Customer shall reimburse Handl for all costs incurred by Handl in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and if such failure continues for ten (10) days following written notice thereof, Handl may suspend Customer’s access to Iris until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

6.3. No Deductions or Setoffs. All amounts payable to Handl under these Terms shall be paid by Customer to Handl in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason any deduction or withholding of tax as may be required by applicable Law.

7. Confidentiality.
7.1. Confidential Information. In connection with these Terms each Party (as the “Disclosing Party”) may disclose or make available certain confidential or proprietary information, or other information that a reasonable person under the circumstances would understand is confidential, whether or not marked confidential (collectively, “Confidential Information” to the other Party (as the “Receiving Party”). Handl Materials and the financial terms and existence of these Terms are the Confidential Information of Handl. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with these Terms; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with these Terms; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

7.2. Protection of Confidential Information. The Receiving Party shall (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms; (ii) not disclose or permit access to Confidential Information other than to its representatives or other personnel who need to know such Confidential Information and who are bound by confidentiality restrictions at least as stringent as those set forth in this Section; (iii) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care; (iv) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; (v) ensure its representatives’ and other personnel’s compliance with, and be responsible and liable for any of its representatives’ and other personnel’s non-compliance with, the terms of this Section; and (vi) return, or at the request of Disclosing Party, destroy all Disclosing Party’s Confidential Information in its possession. Receiving Party’s obligations under this Section shall continue during the Term and for five years thereafter; provided, that, with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its representatives.

7.3. Compelled Disclosures. If the Receiving Party or any of its representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall promptly, and prior to such disclosure, (a) notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

8. Intellectual Property Rights.
8.1. Handl Materials. All right, title, and interest in and to the Handl Materials, including all Intellectual Property Rights therein, are and will remain with Handl and, with respect to Third-Party Materials, the applicable third-party provider owns all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the Handl Materials except as expressly set forth in Section 2.2 or the applicable third-party license, in each case subject to Section 3. All other rights in and to the Handl Materials are expressly reserved by Handl. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Handl an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

8.2. Customer Data. As between Customer and Handl, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted herein. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Handl, its Subcontractors, and the Handl Personnel to (i) enforce these Terms, (ii) perform its obligations and (iii) exercise its rights.

9. Representations and Warranties.
9.1. Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Handl that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Handl and Processed in accordance with these Terms, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.

9.2. DISCLAIMER OF WARRANTIES. IRIS AND THE HANDL MATERIALS ARE PROVIDED “AS IS.” HANDL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, HANDL MAKES NO WARRANTY OF ANY KIND THAT IRIS OR THE HANDL MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

10. Indemnification.
10.1. Handl Indemnification. Handl shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, agents, successors, and assigns (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee resulting from any Action by a third party that Customer’s or an Authorized User’s use of Iris (excluding Customer Data and Third-Party Materials) in accordance with these Terms (including the Specifications) infringes or misappropriates such third party’s US Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) Third-Party Materials or Customer Data; (b) access to or use of the Handl Materials in combination with any hardware, system, software, network, or other materials or service not provided by Handl or specified for Customer’s use in the Documentation, unless otherwise expressly permitted by Handl in writing; (c) modification of the Handl Materials other than: (i) by or on behalf of Handl; or (ii) with Handl’s written approval in accordance with Handl’s written specification; (d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Handl; or (e) act, omission, or other matter described in Section 10.2, whether or not the same results in any Action against or Losses by any Handl Indemnitee. THIS SECTION 10.1 SETS FORTH CUSTOMER’S SOLE REMEDIES AND HANDL’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT IRIS AND THE HANDL MATERIALS OR ANY SUBJECT MATTER OF THESE TERMS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

10.2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Handl and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Handl Indemnitee”) from and against any and all Losses incurred by such Handl Indemnitee resulting from any Action by a third party to the extent that such Losses arise out of or result from: (a) Customer Data, including any Processing of Customer Data by or on behalf of Handl in accordance with these Terms; (b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Handl’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User; (c) Customer’s breach of any of its representations, warranties, covenants, or obligations under these Terms; or (d) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with these Terms.

11. Limitations of Liability. IN NO EVENT WILL HANDL OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF IRIS; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA, OR BREACH OF CUSTOMER DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF HANDL AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO HANDL UNDER THESE TERMS IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Term and Termination.
12.1. Term. The initial term of these Terms commences as of the execution of the Sales Order and, unless terminated earlier under these Terms, will continue in effect for the period set forth in the applicable Sales Order (the “Initial Term”). The Sales Order and these Terms will automatically renew for additional successive one year terms unless earlier terminated hereunder or either Party gives the other Party written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).

12.2. Termination. In addition to any other express termination right set forth elsewhere in these Terms: (a) Handl may terminate these Terms, effective on written notice to Customer, if Customer fails to pay any amount when due hereunder; and (b) either Party may terminate these Terms, effective on written notice to the other Party, if the other Party breaches these Terms, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach.

12.3. Effect of Termination or Expiration. Upon any expiration or termination of these Terms, except as expressly otherwise provided in these Terms: (a) all rights, licenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate; (b) Handl may disable all Customer and Authorized User access to the Handl Materials; (c) if Customer terminates these Terms for cause, Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination; and (d) if Handl terminates these Terms for cause, all Fees that would have become payable had these Terms remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Handl’s invoice therefor.

13. Miscellaneous.
13.1. Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the Parties in these Terms that, by its nature, should survive termination or expiration of these Terms, will survive any expiration or termination of these Terms, including Section 7, 8, 9, 10, 11, and 13.

13.2. Further Assurances. On a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to these Terms.

13.3. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

13.4. Public Announcements. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these Terms or, unless expressly permitted under these Terms, otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, provided, however, that Handl may, without Customer’s consent, include Customer’s name and other indicia in its lists of Handl’s current or former customers of Handl in promotional and marketing materials.

13.5. Notices. Except as otherwise expressly set forth in these Terms, any notice, request, consent, claim, demand, waiver, or other communications under these Terms have legal effect only if in writing and addressed to a Party to the address set forth in the applicable Sales Order (or to such other address or such other person that such Party may designate from time to time in accordance with this Section). Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

13.6. Entire Agreement. These Terms, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms and the applicable Sales Order, the Sales Order shall govern. For the avoidance of doubt, any additional or different provisions contained in or referred to in Customer’s quotation, order acceptance or acknowledgement, correspondence or any other communication are deemed rejected by Handl and will not modify the Sales Order or these Terms.

13.7. Assignment; Subcontractors. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under these Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Handl’s prior written consent. Any purported assignment, delegation, or transfer in violation of this Section is null and void. These Terms are binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. Handl may from time to time in its discretion engage third parties to perform services in connection with these Terms (each, a “Subcontractor”).

13.8. Force Majeure. In no event will Handl be liable or responsible to Customer, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent such failure or delay is caused by any circumstances beyond Handl’s reasonable control (a “Force Majeure Event”), including (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of these Terms; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power or transportation facilities. Either Party may terminate these Terms if a Force Majeure Event continues substantially uninterrupted for a period of 90 days or more. In the event of any failure or delay caused by a Force Majeure Event, Handl shall give prompt written notice to Customer stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

13.9. No Third-Party Beneficiaries. These Terms are for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

13.10. Modification; Waiver. Handl may modify these Terms at any time in its sole discretion. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

13.11. Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

13.12. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. These Terms are governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms or the transactions contemplated hereby.

13.13. Equitable Relief. Each Party acknowledges and agrees that a breach such Party of any of its obligations under Section 7 or, in the case of Customer, Section 3 or Section 4 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

13.14. Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party against the other Party arising out of or related to these Terms, the prevailing Party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.