Terms and Conditions

These Terms and Conditions apply to Licensee’s use and license of Modus’ proprietary integrated visual medical management and electronic health record system, which is provided as software as a service (the “Services”), pursuant to one or more orders executed by Licensee and Saleise Health, LLC (“Modus”) (each “Order Form”).  Each Order Form shall be subject to these Terms and Conditions and the terms of the Order Form are expressly incorporated herein by reference.  Each Order Form, these Terms and Conditions and any additional attachments incorporated by reference hereto shall constitute the agreement (the “Agreement”). Modus and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.”

1. Access and Use.

  1. Provision of Access. Subject to terms and conditions of this Agreement, Modus hereby grants Licensee a non-exclusive, non-transferable (except in compliance with Section 12)f)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Licensee’s internal use. Modus shall provide to Licensee the necessary passwords and network links or connections to allow Licensee to access the Services. The total number of Authorized Users will not exceed the number set forth in the Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
  2. Documentation License. Subject to the terms and conditions contained in this Agreement, Modus hereby grants to Licensee a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 12)f)) license to use the Documentation during the Term solely for Licensee’s internal business purposes in connection with its use of the Services.
  3. Use Restrictions. Licensee shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Licensee shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
  4. Reservation of Rights. Modus reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Modus IP.
  5. Suspension. Notwithstanding anything to the contrary in this Agreement, Modus may temporarily suspend Licensee’s and any Authorized End User’s access to any portion or all of the Services if Modus reasonably determines that (A) there is a threat or attack on any of the Modus IP; (B) Licensee’s or any Authorized End User’s use of the Modus IP disrupts or poses a security risk to the Modus IP or to any other Licensee or vendor of Modus; (C) Licensee, or any Authorized End User, is using the Modus IP for fraudulent or illegal activities; (D) subject to applicable law, Licensee has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding (any such suspension, a “Service Suspension”). Modus shall use commercially reasonable efforts to provide written notice of any Service Suspension to Licensee and to provide updates regarding resumption of access to the Services following any Service Suspension. Modus shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Modus will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Licensee or any Authorized User may incur as a result of a Service Suspension.
  6. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Modus may monitor Licensee’s use of the Services and collect and compile Aggregated Statistics. As between Modus and Licensee, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Modus. Licensee acknowledges that Modus may compile Aggregated Statistics based on Licensee Data input into the Services. Licensee agrees that Modus may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Licensee or Licensee’s Confidential Information.

2. Licensee Responsibilities.

  1. Authorized Users. Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
  2. Professional Judgment. Licensee must verify the accuracy, completeness, and appropriateness of all information entered into or selected in the Services, including information from the third-party sources, before such information is utilized. Licensee acknowledges and agrees that the professional duty to treat the patient lies solely with Licensee, and use of information contained in or entered into the Services or provided through the Services in no way replaces or substitutes for the professional judgment or skill of Licensee. Licensee is responsible and liable for the treatment of patients as to whom Licensee and its personnel access or use the Services, including responsibility for personal injury or loss of life.
  3. Third-Party Products. Modus may from time to time make Third-Party Products available to Licensee. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow through provisions identified to Licensee in writing. If Licensee does not agree to abide by the applicable terms for any such Third-Party Products, then Licensee should not install or use such Third-Party Products.

3. Service Levels and Support.

  1. Service Levels. Subject to the terms and conditions of this Agreement, Modus shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out on Modus’ website located at Modus.org.
  2. Support. The access rights granted hereunder entitles Licensee to the support services described from time to time on Modus’ website located at Modus.org following the Effective Date under this Agreement and thereafter.

4. Fees and Payment.

  1. Fees. Licensee shall pay Modus the fees (“Fees”) as set forth in the Order Form without offset or deduction. Modus shall issue invoices to Licensee for the Fees and Licensee shall pay all properly invoiced amounts within thirty (30) days of the invoice date. If Licensee fails to make any payment when due, without limiting Modus’ other rights and remedies: (i) Modus 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; (ii) Licensee shall reimburse Modus for all reasonable costs incurred by Modus in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for fifteen (15) days or more, Modus may suspend Licensee’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
  2. Taxes. All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Licensee 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 Licensee hereunder, other than any taxes imposed on Modus’ income.

5. Confidential Information

  1. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.
  2. HIPAA Business Associate Agreement. The Parties shall comply with the HIPAA business associate agreement attached to these Terms and Conditions as Exhibit A.

6. Intellectual Property Ownership; Feedback.

  1. Modus IP. Licensee acknowledges that, as between Licensee and Modus, Modus owns all right, title, and interest, including all intellectual property rights, in and to the Modus IP.
  2. Licensee Data. Modus acknowledges that, as between Modus and Licensee, Licensee owns all right, title, and interest, including all intellectual property rights, in and to the Licensee Data. Licensee hereby grants to Modus a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Licensee Data and perform all acts with respect to the Licensee Data as may be necessary for Modus to provide the Services to Licensee.
  3. Feedback. If Licensee or any of its employees or contractors sends or transmits any communications or materials to Modus by mail, email, telephone, or otherwise, suggesting or recommending changes to the Modus IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Modus is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Licensee hereby assigns to Modus on Licensee’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Modus is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Modus is not required to use any Feedback.

7. Limited Warranty and Warranty Disclaimer.

Modus warrants that the Services will conform in all material respects as described in the Documentation. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 8), THE MODUS IP IS PROVIDED “AS IS” AND MODUS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MODUS 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. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8), MODUS MAKES NO WARRANTY OF ANY KIND THAT THE MODUS IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’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.

8. Indemnification.

  1. Modus Indemnification. Modus shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided that Licensee promptly notifies Modus in writing of the claim, cooperates with Modus, and allows Modus sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Licensee agrees to permit Modus, at Modus’ sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Licensee to continue use. If Modus determines that neither alternative is reasonably available, Modus may terminate this Agreement effective immediately on written notice to Licensee and Modus will refund to Licensee all prepaid Fees for Services note provided. This Section 9) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Modus or authorized by Modus in writing; (B) modifications to the Services not made by Modus; or (C) Licensee Data.
  2. Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Modus’ option, defend Modus from and against any Losses resulting from any Third-Party Claim that the Licensee Data, or any use of the Licensee Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Licensee’s or any Authorized User’s (i) use of the Services in a manner not authorized by this Agreement; or (ii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Modus or authorized by Modus in writing, provided that Licensee may not settle any Third-Party Claim against Modus unless Modus consents to such settlement, and further provided that Modus will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
  3. Sole Remedy. THIS SECTION 9) SETS FORTH LICENSEE’S SOLE REMEDIES AND MODUS’ SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

9. Limitations of Liability.

IN NO EVENT WILL MODUS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER MODUS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL MODUS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO MODUS UNDER THIS AGREEMENT IN THE TWELVE (12) PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Term and Termination.

  1. Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until for the period set forth in the Order Form (the “Initial Term”). This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).
  2. Termination. In addition to any other express termination right set forth in this Agreement, either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.

11. Effect of Expiration or Termination.

  1. Upon expiration or earlier termination of this Agreement, Licensee shall immediately discontinue use of the Modus IP and, without limiting Licensee’s obligations under Section 5), Licensee shall delete, destroy, or return all copies of the Modus IP and certify in writing to the Modus that the Modus IP has been deleted or destroyed. No expiration or termination will affect Licensee’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Licensee to any refund.
  2. Upon the expiration or earlier termination of this Agreement, Modus will transfer a copy of Licensee Data, in Modus’ then current format, to a third-party hosted repository that maintains the data on behalf of Modus for ninety (90) days following the expiration or termination of this Agreement consistent with the terms of this Agreement, including Exhibit A. During such period, Modus will continue to satisfy its commitments under this Agreement related to the Licensee Data. During the ninety (90) day period, Licensee shall be provided access to the third-party repository to download its data and will have the right to take over control of the repository account upon expiration of the ninety (90) day period. After the ninety (90) period, Modus will have no obligation to maintain Licensee Data.

12. Survival.

This Section 11)d) and Sections 4), 5), 7), 9), 10), 12) and 13) shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

13. Miscellaneous.

  1. Medicare Records Access Requirements. If this Agreement is subject to the Medicare statutes and regulations governing access to books and records of subcontractors, then for a minimum of six (6) years after the expiration of this Agreement, Modus shall retain and allow the authorized representatives of the Comptroller General and the Department of Health and Human Services access to this Agreement and to the books, records, and other documents of Modus that are necessary to verify the nature and costs paid to Modus pursuant to this Agreement. If Modus carries out any duties of this Agreement by means of a subcontractor, including any organization related by ownership or control with Modus, and the cost or value of which is $10,000 or more over a twelve (12) month period, then Modus shall require the subcontractor to comply with the provisions of this Section.
  2. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
  3. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
  4. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
  5. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  6. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement 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 this Agreement so as to effect their original intent 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.
  7. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  8. Assignment. Licensee may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Modus, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
  9. Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.
  10. US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Licensee is an agency of the US Government or any contractor therefor, Licensee only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
  11. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5) or, in the case of Licensee, Section 1)c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees 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.

14. Definitions.

  1. Aggregated Statistics” means data and information related to Licensee’s use of the Services that is used by Modus in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
  2. Authorized User” means Licensee’s employees, consultants, contractors, and agents (i) who are authorized by Licensee to access and use the Services under the rights granted to Licensee pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
  3. HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and associated regulations, as may be amended from time to time.
  4. Documentation” means Modus’ user manuals, handbooks, and guides relating to the Services provided by Modus to Licensee either electronically or in hard copy form.
  5. Licensee” means the party identified as licensee on the Order Form to which these Terms and Conditions are attached or incorporated by reference.

  1. Licensee Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Licensee or an Authorized User through the Services.
  2. Modus IP” means the Services, the Documentation, and any and all intellectual property provided to Licensee or any Authorized User in connection with the foregoing. For the avoidance of doubt, Modus IP includes Aggregated Statistics and any information, data, or other content derived from Modus’ monitoring of Licensee’s access to or use of the Services, but does not include Licensee Data.
  3. Third-Party Products” means any third-party products provided with or incorporated into the Services.