This Leadership Impact Index Agreement ("Agreement") is entered into as of the first purchase date between Corporate Web Services, Inc., with a place of business at 875 Estrella Pkwy #6088, Goodyear, AZ 85338 ("Company"), and the Customer/Organization entering into the terms agreement via the website ("Customer"). This Agreement includes and incorporates the order form displayed, as well as the attached Terms and Conditions, and contains, among other things, warranty disclaimers, liability limitations, and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form, even if signed by the parties after the date hereof.
For purposes of this Agreement, the following terms shall have the meanings set forth below:
Subject to the terms of this Agreement, Company hereby grants Customer a limited, worldwide, non-transferable, non-exclusive, royalty-free right and license to use the Services and all upgrades, updates, fixes, revisions, improvements furnished by Company for the Term and the output produced by the Services for the benefit of Customer, including, without limitation, the Customer Reports. As between the parties, Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, (c) all intellectual property rights related to any of the foregoing, and (d) all Participant Data collected from using the Service(s).
Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with Company's standard practice of 99.8% up time excluding scheduled maintenance. If Company fails to satisfy the preceding up-time commitment during a month, then Company shall issue a credit to Customer in the amount of five percent (5%) of the Services Fee for that month, determined on a pro-rata basis. As part of the implementation process, Customer will identify an administrative username and password for Customer's account. Company requires the use of strong passwords for administrative and end user accounts.
Subject to the terms hereof, Company will provide Customer with technical support services via a customer support ticket system.
Customer acknowledges and agrees that Customer Reports and Participant Data may be shared with the Mayo Clinic or other partners for research purposes, but solely in a de-identified aggregate form (as part of a national average). Company shall remain responsible for the acts and omissions of its subcontracts and research partners as if they were party to this Agreement.
The Product is licensed by Company and is provided under bailment. Upon termination of Customer's research or use of the Product and/or at the instructions of Company, Customer shall either return the Product to Company or destroy all unused portions of the Product. The Product may only be used commercially or in research for the organization and the individual purchasing this license. Use of the Product must be in compliance with applicable laws and regulations.
Company does not collect, gather, store, disseminate or in any way come in contact with personal health information as defined under current law. Company's business is limited only to collection of Participant Data as defined above.
Company, as the nature of its business, does not and agrees not to disclose any identifying information under any circumstances to any third parties. Company, as the nature of its business, only disseminates Participant Data in meta-analysis format and reports. Individual Participant responses remain anonymous, with only completion status (complete/incomplete) visible to Customer.
Both parties shall comply with all applicable laws and regulations, as amended from time to time, with respect to the collection, use, storage and disclosure of the Product and any related data, including without limitation, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations (45 C.F.R. et.seq.).
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
Customer agrees to not make any derivatives, changes or modifications to the Product. Translations of Product shall be considered Product, and Company shall retain ownership. If Customer uses the Product in any way to develop inventions, products or procedures, then Customer must notify Company of that development, and any commercial and/or patent rights to the new inventions, products or procedures will be shared as negotiated between Company and Customer.
The Product must not be transferred, assigned or sold to any other parties without first having obtained a written agreement to the transfer from Company. No employees/staff working with Customer may use the Product unless they are aware of and agree to be bound by the terms of this Agreement.
Customer shall be responsible for obtaining and maintaining any Equipment needed to connect to, access or otherwise use the Services. Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose Proprietary Information relating to the Disclosing Party's business. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the obligations in the preceding sentence will not apply in the event, and only to the extent, that the Proprietary Information: (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Company shall own and retain all right, title and interest in and to (i) the Services and Software, and all improvements, enhancements or modifications thereto, and (ii) any software, applications, inventions or other technology developed in connection with Services or support provided by Company pursuant to this Agreement, and all intellectual property rights related to any of the foregoing, and (iii) all Participant Data collected from participants using the Service(s). Company represents and warrants that: (a) it will de-identify the Participant Data in accordance with generally accepted industry standards and practices and (b) Participant Data will not be used by Company for any purpose other than as required under this Agreement, nor shall such data or any part of such data be disclosed, assigned, leased or otherwise disposed of to third parties by Company, its officers, directors, employees, or agents, provided that Company may disclose such data in aggregate and de-identified form to Mayo Clinic or research partners (if requested) for research purposes.
Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Participant Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Customer agrees to compensate Company for the quantity of Credits purchased for Leaders and Participants. The applicable fees are disclosed at the time of purchase either through the online checkout process or via a formal invoice generated by Company.
Payment may be made via:
Invoices are due and payable within thirty (30) days of the invoice date. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
Customer shall be responsible for all sales and/or use taxes associated with Services other than U.S. taxes based on Company's net income.
The initial Term of this license agreement shall be one (1) year commencing on the date of purchase or the invoice date, whichever occurs first. This Term maintains Customer's access to the Services for historical reference even after Credits are exhausted.
IMPORTANT: This license will automatically renew for successive one (1) year Terms unless Customer provides written notice of cancellation prior to the renewal date. Upon renewal, Customer maintains continued access to the Services and historical data.
Customer may cancel the next auto-renewal at any time prior to the date of auto-renewal. After canceling, when the Term of the current license is completed, Customer's access to the Services and Software will be revoked, and Customer must stop using the Services immediately or purchase a new license for continued use.
Company may change subscription plans and pricing for licensing from time to time. Company must inform Customer at least 30 days prior to any changes taking effect. Continued use of the Services by Customer will assume acceptance of any changes to this Agreement.
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
ANY PRODUCT DELIVERED PURSUANT TO THIS AGREEMENT IS UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND MAY HAVE HAZARDOUS PROPERTIES. ANY PRODUCT PROVIDED IS PROVIDED AS IS AND COMPANY MAKES NO AND HEREBY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE PRODUCT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
Each Party shall defend, indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all claims of third parties, and all associated losses, to the extent arising out of (a) a Party's negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.
Except to the extent prohibited by law, Customer will assume all liability for damages which may arise from its use of the Product. Company will not be liable to Customer for any loss, claim or demand made by Customer or made against Customer by any other party, due to or arising from the use of the Product by Customer, except to the extent permitted by law when caused by the gross negligence or willful misconduct of Company.
EACH PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS, EACH PARTY'S CUMULATIVE MAXIMUM LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
At all times while this Agreement is effective, Company shall: (i) maintain and enforce an information security program including safety and physical and technical security policies and procedures with respect to its processing and use of Participant Data that meets or exceeds the minimum industry practices and standards of acceptable data security policies; (ii) provide technical and organizational safeguards against accidental, unlawful, or unauthorized access to or use, destruction, loss, alteration, disclosure, transfer, commingling, or processing of such information that ensure a level of security appropriate to the risks presented by the processing and use of customer information; (iii) implement reasonable administrative, technical, and physical safeguards in an effort to: (a) secure and defend all locations, equipment, systems, and other materials against "hackers" and others who may seek, without authorization, to disrupt, damage, modify, access, or otherwise use Company's systems or the information found therein; (b) prevent Customer from having access to the data belonging to other customers who use Company's services or other third parties; (c) prevent Participant Data from being contaminated by the data of other Company customers or third-parties; and (d) prevent unauthorized access to any Participant Data.
Any failure of the services to meet the requirements of this Agreement with respect to the security of any Participant Data, including any related backup, disaster recovery or other policies, practices or procedures, is a material breach of this Agreement for which Customer, at its option, may terminate this Agreement immediately notwithstanding any other provision of this Agreement.
Usage of Customer's organization's logo for promotional purposes by Company is not automatically granted as part of this Agreement. Company may request usage of Customer's organization's logo for promotional purposes and would require written approval by an authorized representative before usage.
Customer will not use for publicity, promotion, or otherwise, any logo, name, trade name, service mark, or trademark of Company or its Affiliates, including, but not limited to the terms "CWS," "Corporate Web Services, Inc.", "Champions of Wellness", "Leadership Impact Index", "Mayo Clinic®," and the triple shield Mayo logo, or any simulation, abbreviation, or adaptation of the same, or the name of any Mayo Clinic employee or agent, without Company's prior, written, express consent. Company may withhold such consent in Company's absolute discretion.
Customer agrees to provide appropriate acknowledgement of the source of the Product in all publications.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent; however, any assignment is only effective if it subjects and binds the assignee to the same, or stricter, terms and conditions found in this Agreement.
This Agreement constitutes the final, complete and exclusive agreement between the parties with respect to its subject matter and supersedes all past and contemporaneous agreements, promises, and understandings, whether oral or written, between the parties. This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, legal representatives, successors and assigns. This Agreement may not be amended or modified except by a writing signed by both parties and identified as an amendment to this Agreement. The failure of Company to insist at any time upon the strict observance or performance of any of the provisions of this Agreement, or to exercise any right or remedy as provided in this Agreement, will not impair any such right or remedy and will not be construed to be a waiver or relinquishment of the right or remedy.
No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
Company agrees to maintain the following insurance and policy limits during the Term of this Agreement: (i) commercial general liability insurance with a minimum limit of one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in the aggregate; and (ii) cyber liability and data breach liability with a minimum combined single limit of one million dollars ($1,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate.
Company represents to Customer that Company (and each of Company's agents, employees, or any substitutes thereof providing services under this Agreement): (i) is not currently excluded, debarred or otherwise ineligible to participate in the Federal health care programs as defined in 42 U.S.C. § 1320a-7b(f) (the "Federal Health Care Programs"); (ii) is not convicted of a criminal offense related to the provision of healthcare items or services even if not yet excluded, debarred or otherwise declared ineligible to participate in the Federal Health Care Programs; and (iii) is not under investigation or otherwise aware of any circumstances which may result in Company (or Company's agents, employees, or any substitutes providing services under this Agreement) being excluded from participation in the Federal Health Care Programs. This is an ongoing representation during the Term of this Agreement. Company will immediately notify Customer of any change in the status of the representation set forth in this section, and Company will immediately remove from providing services at or for Customer any of its personnel that are or become ineligible to participate in the Federal Health Care Programs. Notwithstanding any other provision contained herein, any breach of this section gives Customer the right to terminate this Agreement immediately for cause.
In addition to any other requirement of law, no party to this Agreement will discriminate against any employee or applicant for employment or against any patient because of age, race, religious creed, color, disability, marital status, sex, national origin, ancestry, sexual orientation, arrest record, conviction record, veteran status or handicap in its performance of this Agreement.
The parties agree and understand that any information gathered by Company from participants as part of the Services, including, without limitation, the Participant Data, may be protected from discovery in legal proceedings based upon State and Federal mandates, if applicable. Subject to the requirements set forth in this Agreement with respect to Participant Data, it is Company's intent that any and all information gathered from participants is used for the focused purposes of safety and quality review as contemplated by the Peer Review/Quality Care Review protections, if applicable, and it is used only for the purposes contemplated by this Agreement. Company agrees not to disclose such information to third parties, absent a court order. Each party further agrees to use diligent and commercially reasonable efforts to legally oppose production of such information, including, but not limited to, objection to subpoenas, verifying court orders and requesting limiting disclosure in scope, time and context, or requesting a court order for a confidential designation.
This provision will apply to the extent required by 42 U.S.C. § 1395x(v)(1)(I). Until the expiration of four (4) years after the furnishing of the Services pursuant to this Agreement, Company will make available, upon written request, to the Secretary of the U.S. Department of Health and Human Services, or upon request to the Comptroller General or any of their duly authorized representatives, this Agreement, and Company's books, documents and records that are necessary to certify the nature and extent of the cost of Services provided hereunder. If Company carries out any of the duties of this Agreement through a subcontract, with a value of or cost of Ten Thousand Dollars ($10,000) or more over a twelve (12) month period, with a related organization or individual, Company will obligate the related organization or individual to make available, upon written request to the Secretary of the U.S. Department of Health and Human Services or upon request to the Comptroller General, or any of their duly authorized representatives, the subcontract and books, documents, and records of such organization or individual that are necessary to verify the nature and extent of its costs.
By completing the purchase and checking the acceptance box, Customer acknowledges that they have read, understood, and agree to be bound by the Terms and Conditions of this Agreement.
Last Updated: 9/17/2025