End User License Agreement

Effective May 6, 2020

The COVID-19 RESEARCH DATABASE is a free resource open to the research and public health community that has been created by Datavant, Inc. (“Datavant”) and its Research Database partners in an attempt to provide real-world data (the “Data”) and related software tools (the “Software”) to individuals conducting non-commercial academic, scientific, and medical research and public health activities concerning COVID-19 (the “Purposes”).

All Data and Software provided, including the information freely provided by the Research Database partners in the accompanying Knowledgebase, as well as the virtual computing environment in which the Data and Software are provided (the “Environment”), is considered proprietary and confidential to the Research Database partners, and is only to be used for the purposes and on the terms described further in this agreement. Under no circumstances may the Data, the Software, or the Environment provided be used for commercial purposes. 

By accessing or otherwise using any of the Data, the Software, or the Environment, you as an investigator (“You”) expressly acknowledge and agree to the following terms and conditions of this Agreement (the “Agreement”): 

1. License.  Subject to the terms and conditions of the Agreement, Datavant hereby provides You with a worldwide, non-exclusive, non-transferable, limited license to use the Data, the Software, and the Environment solely for non-commercial research or public health purposes, and solely related to academic, scientific, or medical research or public health activities concerning COVID-19 (“Permitted Uses”).

2. Restrictions on Data, Software, and Environment Use and Access.  If your study submission is reviewed and approved, the Data will consist of de-identified data that will be made available to You along with the Software via the Environment, which is a limited-access, remote, secure data site hosted by a third party on behalf of Datavant, subject to the following restrictions: 

                         a. Your use of the Data, the Software, and the Environment is limited to non-commercial uses only.  Any uses or disclosures for purposes of public health must be non-commercial (meaning that it is not intended to lead to a profit in addition to improving public health, and that you will not solicit or receive any money in return for your use of the Data and the Software). If You desire to use any individual data contained in the Data or the Software for commercial purposes, You must contact the individual source of that specific data or the Software provider to discuss appropriate licensing fees, and You must enter into a separate, written license agreement with that source or Software provider.

                         b. In no event may You remove or copy Data from the Environment, including, but not limited to, data exports and screenshots.  You may be permitted to export a report of certain aggregated results from the Data, but only if You first receive permission to do so.

                         c. You will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Data or the Software; (ii) provide, lease, lend, use for time sharing or service bureau purposes or otherwise use or allow others to use the Data or the Software for the benefit of any third party; (iii) use the Data or the Software to help develop any commercial product or service; (iv) use the Data or the Software to identify and/or select sites, practitioners or patients/individuals for participation in clinical trials; or (v) use the Data or the Software in violation of any laws, regulations, or third-party rights.

                         d. You shall not attempt, directly or indirectly, to re-identify the source or the subjects of the Data or the individual’s relatives or household members, or any hospital, pharmacy, facility or health care provider within the Data.

                         e. If you inadvertently or intentionally re-identify any of the Data, You will immediately notify Datavant and You agree not to use any such Data, for any purposes.

                         f. Even when the Data or the Software is used for the Permitted Uses, you shall ensure that the Data and the Software are not used in any way to exhibit, reference, access or generate any regulated personal information, including individual-level data or data that at an aggregated level could lead to the re-identification or reasonable inference of an individual.

                         g. You will not obtain access to any information that could be used to link, on an individual basis, to the Data, or use “mash-up” or similar technology with, combine other data with, or reengineer or modify the Data in any way, with the intent of re-identification of any Data in contravention of any privacy laws.

                         h. You acknowledge that the following activities are not permitted within the Environment and that performing any of these activities can result in a revocation of Your access to the Environment, and appropriate recourse: (1) Accessing the Environment using any means not provisioned or authorized by the provider of the Environment; (2) Circumventing any security or privacy controls placed on the Environment, including limitations on transmitting, accessing, or downloading any Data or Software; (3) Downloading any software, libraries, or other information that place the Environment at risk of a security compromise; (4) Using the Environment to violate the rights of any person or company protected by copyright, trade secret, patent or other intellectual property protections; or (5) Using the Environment to transmit unlawful, fraudulent, harmful, harassing, or threatening content of any kind.

3. Obligations.  If You intend to publish or present the research outcome of Your use of the Data in an academic journal or in any other forum, including via self-publishing, You agree to provide proper attribution of the source of the data that You are relying upon from the Data.  You also agree to provide advance notice of any such publication or presentation to Datavant in writing, including the name of the journal or location of such publication or presentation within 30 days of applying to publish or present, and in any event prior to the publication or presentation of the research outcome.

4. Fees.  There is no charge or fee for accessing the Research Database, including the Data, the Software, or the Environment. 

5. Proprietary Information.

                         a. The Data provided by Datavant consists of proprietary property of the respective individual providers of the information in the Data.  You agree to respect their intellectual property rights and to comply with any copyright, patent, or trademark notices that appear in the original data, all of which are hereby incorporated by reference; those notices, if any, will be posted for your review at https://covid19researchdatabase.org/copyright.  You agree not to disclose any of the Data to third parties and may only use the Data for purposes of this Agreement.  These obligations shall not apply to any of the Data that You can show:  (a) is or has become generally available without restriction through no fault of You; (b) is independently received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (c) was rightfully in Your possession without restriction prior to its disclosure in the Data; or (d) was independently developed by You without the use of the Data. For the avoidance of doubt, the term “Data” includes data dictionaries and characterizations of the Data, which are considered confidential and proprietary information and are only to be used in connection with a Permitted Use of the Data.

                         b. All right, title, and interest in the Software and its documentation remains with the Software provider and its licensors at all times. You will not delete or modify copyright notices and other proprietary rights notices in the Software. For the sake of clarity, this Agreement does not transfer any ownership rights. Source code from which the Software object code is derived (“Source Code”) is not being provided and is a trade secret of the Software provider and its licensors to which access is not authorized. You may not reverse engineer, reverse assemble or decompile the Software or in any way attempt to recreate the Source Code, except and only to the extent applicable laws specifically prohibit such restriction.

                         c. Details about the Environment or its configuration, including any code, scripts, or technical know-how in any medium related to processing the Data within the Environment (collectively “Configuration Details”) are the Confidential Information of the owner of the Environment (or, as applicable, the confidential information of a third party). You will safeguard Configuration Details with the same level of care that You would apply to Your own information of similar importance, but at no times with less than a reasonable level of care. You specifically will not: (1) Disclose Configuration Details to any third party without prior written authorization; (2) Provide Configuration Details to another authorized user without a legitimate need to know such information; or (3) Use the Configuration Details in any way not strictly necessary for the Permitted Uses, including not in any way for improvement of Your own intellectual property.

6. Term and Termination.  This Agreement shall remain in effect as long as the COVID-19 Research Database remains accessible for research or public health purposes.  Datavant may terminate this Agreement, for any or no reason, at any time.  In addition, Datavant may terminate this Agreement immediately if You breach this Agreement and do not promptly cure such breach.  

In order to obtain access to the Data, the Software, and the Environment, You submitted a research proposal detailing Your qualifications, the purpose of Your desire to access the Data and the Software, and the feasibility of Your proposed research (the “Research Proposal”).  If any of the aspects of the statements in the Research Proposal are not accurate or have changed, You acknowledge and agree that Your access to the Data and the Software will no longer be permitted and that this license will immediately be terminated.  Upon any termination, You shall immediately cease all use of the Data, the Software, and the Environment.  The following provisions will survive termination: Sections 2, 3, 4, and 5.

7. Warranties; Disclaimer; Limitations. You warrant that Your use of the Data, the Software, or the Environment will not (i) conflict with any obligations You have to any third party or (ii) violate any laws, regulation, or third-party rights.  Datavant and its Licensors and other providers warrant that they have the right to make the Data and Software available to You as provided for in and subject to this Agreement, and in accordance with applicable law. EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION, THE DATA, SOFTWARE, AND ENVIRONMENT ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND, AND DATAVANT AND ITS LICENSORS AND OTHER PROVIDERS DISCLAIM ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED.  DATAVANT SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE CLAIM FOR ANY: (I) AMOUNTS IN EXCESS OF U.S. $500; (II) INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF FORESEEABLE; OR (III) MATTERS BEYOND ITS REASONABLE CONTROL.

8. Miscellaneous.  Neither this Agreement nor the licenses granted hereunder are assignable or transferable; any attempt to do so shall be void.  If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.  This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of California, without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods.  All disputes arising in connection with this Agreement shall be resolved by binding arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”).  To the extent available, the JAMS Streamlined Rules will be used. The arbitration will take place in San Francisco, California.  Any arbitration award may be confirmed in any court of competent jurisdiction.  To the extent a claim cannot be legally arbitrated, the exclusive and sole jurisdiction and venue for such claim will be the state or Federal courts located in San Francisco, California.  Any waivers or amendments shall be effective only if made in writing.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.  The prevailing party in any action to enforce this Agreement will be entitled to recover its attorney’s fees and costs in connection with such action.

9. Changes.  We may update these terms from time to time.  If we materially change these terms, we will try to provide you with reasonable advance notice and the opportunity to review the changes.  By continuing to access or use the Research Database after the revisions become effective, You agree to be bound by the revised terms.  If you don’t agree to the new terms, you should stop using the Research Database.