Terms & Privacy Policies
Last updated: December 17, 2020
Effective Dates: August 2, 2017 – Current
Lyssn.io, Inc., (“Lyssn”, “Company” or “We”) respect your privacy and are committed to protecting it through our compliance with this policy. This policy describes the types of information we may collect from you or that you may provide (i) when you visit the website https://lyssn.io/ (the “Site”), or (ii) from using our Lyssn online and mobile software (collectively, the website and the Lyssn software are our “Services”), and our practices for coll
This policy applies to information we collect:
- That you may provide when you access or use the Services.
- In email, text, and other electronic messages between you and the Company.
Our Services are not directed to people under the age of 18, and we do not intentionally gather personal information from visitors who are under the age of 18, without their parental or guardian’s consent or in some cases, the child’s assent or consent if the legal age of consent for health services is younger than age 18 according to state law. If a parent or guardian becomes aware that his or her child has provided us with information without their consent, he or she should contact us at email@example.com. We will attempt to delete such information in accordance with the law.
Information We Collect About You and How We Collect It
We may collect the following information from you, for the following purposes:
When you use our Services, including a free trial, we may ask you for your name, address, telephone number, email address, or other contact details in order to respond to your request or inquiry or to verify your identity.
When you seek services from us in the course of contractual or customer relationships between you and / or your organization and us, we collect business contact information and other personal information in order to provide you with the services you have requested.
Computer and Internet Information
When you visit our Site or use our Services, we collect information about your computer and internet connection, including your IP address, operating system, browser type, cookies, and data about the pages you visit. This information may be collected automatically from your browser or your mobile device and is used to understand how you interact with the Services.
When you use our Services, we collect information about your use of and interaction with our Services in order to (a) serve you the content and functionality you request, and (b) to maintain the privacy and security of the Services. Location information collected includes your Internet Protocol (IP) address or unique device identifier.
Feedback / Support / Inquiries
If you provide us with feedback or contact us for support or to ask us questions, we will collect your name, email address, other contact information, and other information needed to respond to your feedback, provide the requested support, or to answer your question.
Information Received as Business Associate
Some of our US-based customers (such as healthcare providers) may be subject to laws and regulations governing the use and disclosure of the health information they create or receive, including the Health Insurance Portability and Accountability Act (HIPAA) and the regulations adopted thereunder. Lyssn will only use or disclose such information as permitted by the controlling business associate agreement (BAA) or as otherwise permitted by law. Lyssn limits access to “protected health information” in accordance with HIPAA. Lyssn’s workforce members are trained on the privacy and security requirements applicable to protected health information, and Lyssn’s “business associates” are required, pursuant to the terms of their agreements with us, to implement required safeguards.
Financial and Payment Information
If you choose to purchase Services from us, you will need to give personal information and authorization for us to obtain information from various credit services. We may collect your bank account and other data necessary to process payments, including credit card numbers, security codes, expiration dates, and other related billing information. For example, you may need to provide the following information:
- Mailing address
- Email address
- Credit card number
- Home and business phone number
We do not store your payment information. By submitting your payment card information, you expressly consent to the sharing of your information with third-party payment processors and other third-party services (including but not limited to vendors who provide fraud detection services to us and other third parties).
We use various third-party vendors for risk analytics and compliance purposes, to track and analyze usage and volume statistical information of our Services and to process commercial transactions. We may use services provided and / or hosted by third parties, such as analytics services, to assist in providing our services and to help us understand how you use the Services. This information about your use of Services (including your IP address) may be transmitted to, and stored at, our data warehouses or our vendors’.
Pages of our Services may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
Some content or applications, including advertisements, available with our Services are served by third parties, including advertisers, ad networks and servers, content providers, and application providers. We may also use the services of third parties for completing tasks related to the provision of our Services (e.g., processing of payments, execution of agreements). Where confidential information, such as information about our users, may be exchanged with third-party service providers, these providers are bound by confidentiality requirements at least as restrictive as those set forth herein. If you leave our Services to visit another website or use the services of a third-party, you should review the privacy policies of each third-party that you visit before using their sites or services. The following external third-party vendors are currently contracted with Lyssn, listed here.
These third parties may provide you with ways to choose not to have your information collected or used. For example, you can opt out of receiving targeted ads from members of the Network Advertising Initiative (NAI) on the NAI’s website.
We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see ‘Choices About
How We Use and Disclose Your Information’ below.
We are not responsible, or liable to you or any third party, for the materials, goods, or services provided by any third parties.
How We Use Your Information
We use information that we collect about you or that you provide to us, including any personal information:
- To present our Services and its contents to you.
- To provide you with information, products, or services that you request from us.
- To fulfill any other purpose for which you provide it.
- To provide you with notices about your account and subscription, including expiration and renewal notices.
- To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
- To notify you about changes to our Services or any products or services we offer or provide though it.
- To conduct research and analysis.
- To validate the accuracy of existing products.
- To develop new products and services.
- In any other way we may describe when you provide the information.
- For any other purpose with your consent.
Disclosure of Your Information
- To our subsidiaries and affiliates.
- To contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.
- To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Lyssn’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Lyssn about our Website users is among the assets transferred.
- To fulfill the purpose for which you provide it.
- For any other purpose disclosed by us when you provide the information with your consent.
We may disclose your personal information:
- To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
- To enforce or apply our subscription agreements, and other agreements, including for billing and collection purposes.
- If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Lyssn, our customers, or others (e.g., exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction).
Choices About How We Use and Disclose Your Information
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
California residents may have additional personal information rights and choices. Please see ‘California Residents’ for more information.
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. To learn more about your California privacy rights, visit California Consumer Privacy Act of 2018.
California’s “Shine the Light” law (Civil Code Section § 1798.83) permits users of our System that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to firstname.lastname@example.org.
Accessing and Correcting Your Information
If you sign-up for a Lyssn product (either a free trial or paid subscription), you can review and change your personal information by logging into
We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. All Lyssn computation resources follow HIPAA compliance rules and best practices. All servers storing and using data use full hard drive encryption and all servers implement logging that is consistent with HIPAA guidelines. The encryption follows industry standards (AES 256-bit encryption). All data is encrypted by default in transit (both identified and de-identified data). All identifying information is stored in separate tables from raw data (i.e., recordings). These tables use an additional level of encryption from other database tables. Any data access is logged by user with timestamping and IP information. User access is controlled with strong passwords as well as optional two-factor authentication. The server uses algorithms to identify and block any malicious users. Lyssn conducts regular system security audits using outside security professionals. Further information can be found in Lyssn’s Data Security Statement.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
Third-Party Vendors and Subcontractors
The following third-party vendors are contracted vendors that are external to Lyssn. Once you leave the Lyssn.io website and are directed away from our product or services, you are subject to the privacy policies of these external contracted vendor sites that may exchange PHI information with our company for billing, support, and other services. The following external third-party vendors are currently contracted with Lyssn:
Third-party vendors and subcontractors to Lyssn.io, Inc. will be added or deleted to this list over time.
Version: March 23, 2021
By submitting an online order (“Online Order”) that references these online Terms and Conditions (together, the online order and these Terms and Conditions are the “Agreement”), the entity identified on said Online Order (“Customer”) and Lyssn.io, Inc. (“Provider”) each signifies that it has read, understands, and agrees to be bound by the terms and conditions hereof. Provider and Customer may be referred to individually as a “party” and collectively as the “parties.”
Pursuant to the terms and conditions of this Agreement, and the Business Associate Agreement (“BAA”) entered into by and between the parties (and incorporated by reference herein), Provider will provide to Customer the Lyssn web platform and software application (collectively, the “Software”). Customer agrees that when it accesses or uses the Software, it will do so subject to this Agreement.
Therefore, in consideration of the mutual covenants, terms, and conditions set forth below, the adequacy of which consideration is hereby accepted and acknowledged, the parties agree as set forth below.
1. Use of the System and License
1.1 Access and Use.
Subject to and conditioned on Customer’s payment of Fees, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 13.3) right to access and use the Software during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal business use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Software.
1.2. License Grant.
Subject to and conditioned on Customer’s payment of Fees, Provider hereby grants Customer a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 13.3) license during the Term to use the Software solely for Customer’s internal business purposes in accordance with the terms and conditions herein.
1.3. Documentation License.
Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 13.3) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Software. “Documentation” means Provider’s user manuals, handbooks, and installation guides relating to the Software that Provider provides or makes available to Licensee which describe the functionality, components, features, or requirements of the Software, including any aspect of the installation, configuration, integration, operation, or use of the Software.
1.4. Authorized Users.
As used herein, “Authorized Users” are Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Software under the rights granted to Customer pursuant to this Agreement.
1.5. Use Restrictions.
Customer shall not use the Software or Documentation for any purposes beyond the scope of the rights granted in this Agreement. Without limiting the foregoing, and except as otherwise expressly set forth in this Agreement, Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or the Documentation; or (v) use the Software 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.
1.6. Reservation of Rights.
Provider reserves all rights not expressly granted to Customer 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 Customer or any third party any intellectual property rights or other right, title, or interest in or to the Software. Provider may revise the features and functions of the Software at any time.
Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Software if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Software; (B) Customer’s or any Authorized User’s use of the Software disrupts or poses a security risk to the Software or to any other customer or vendor of Provider; (C) Customer, or any Authorized End User, is using the Software for fraudulent or illegal activities; (D) subject to applicable law, Customer 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; or (E) Provider’s provision of the Software to Customer or any Authorized User is prohibited by applicable law; or (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Software (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Software following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Software as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
2.0 Session Data and Aggregated Statistics
2.1. Session Data.
Customer shall retain all right, title, and interest in and to any data (“Session Data”) Customer accesses, uploads, processes, or stores on the Software. Customer grants Provider a limited, non-exclusive, perpetual, irrevocable license to use Session Data solely for operating, improving, and enhancing the functionality and use of the Software, as well as for developing new products from the Software, and as further governed by the BAA. Provider will only share Session Data with third parties in its de-identified form in compliance with HIPAA, or as required to do so subject to a court order. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, UNDER NO CIRCUMSTANCES SHALL THE LICENSE GRANTED HEREUNDER PERMIT THIRD PARTY USERS OF THE SOFTWARE TO IDENTIFY CUSTOMER, CUSTOMER’S CONFIDENTIAL INFORMATION, OR THE CONFIDENTIAL INFORMATION (INCLUDING PERSONAL HEALTH INFORMATION) OF CUSTOMER’S PATIENTS.
2.2. Aggregated Statistics.
Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Software and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Session Data input into the Software. Customer agrees that Provider 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 Customer or Customer’s Confidential Information. “Aggregated Statistics” means data and information related to Customer’s use of the Software that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Software. UNDER NO CIRCUMSTANCES SHALL THE AGGREGATED STATISTICS IDENTIFY CUSTOMER, CUSTOMER’S CONFIDENTIAL INFORMATION, OR THE CONFIDENTIAL INFORMATION (INCLUDING PERSONAL HEALTH INFORMATION) OF CUSTOMER’S PATIENTS.
3.0 Customer Obligations
Customer is responsible and liable for all uses of the Software and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer 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 Customer will be deemed a breach of this Agreement by Customer. Customer 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 Software and shall cause Authorized Users to comply with such provisions. Customer is responsible for obtaining all patient consents necessary for recording, processing, and use of Session Data as set forth in this Agreement.
4.0 Fees and Payment
Customer shall pay Provider the fees (“Fees”) set forth in the Online Order.
Customer shall pay all invoices within 30 days after Customer’s receipt of invoice. Customer shall make all payments hereunder in US dollars. If any payment is not made when due, Provider will be entitled to suspend Customer’s use of and access to the Software. Any amount not paid when due will bear interest at the rate of one and one-half (1.5%) percent per month or the maximum rate permitted by applicable law, whichever is less, computed and compounded daily from the date due until the date paid.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. 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 Provider’s income.
5.0 Confidential Information
As used in this Agreement, “Confidential Information” means information which (i) is disclosed in written or other tangible form and conspicuously marked as being confidential and/or proprietary, or (ii) the receiving party knows, or under the circumstances should know, is considered confidential or proprietary by the disclosing party, or (iii) any information, technical data, or know-how, including but not limited to, that which relates to patients, research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances of either party, which all shall be deemed as Confidential Information. For example, Customer’s name and contact information (e.g., email), as well as any patient names, will be considered Confidential Information.
Subject to the terms and conditions of this Agreement and the BAA, each party agrees to maintain the confidentiality of any confidential information made available to it by the other party; provided, however, that such information may be disclosed to those representatives of each party, subject to controlling state and federal laws, who need to know it for the purpose of assisting that party (provided, further, that, prior to the receipt of any confidential information by representatives of such party, such representatives shall be informed of the confidential nature of such information and directed by the party to treat such information as confidential and such representatives shall agree to comply with and be bound by the confidentiality terms and conditions of this Agreement), and shall not be used for any purpose other than to fulfill its obligations under this Agreement. Upon termination of this Agreement for any reason, upon the disclosing party’s direction, the other party shall (unless prohibited by controlling law) either (i) return to the disclosing party any of its confidential information, or (ii) destroy such confidential information, without retaining any copies, extracts or other reproductions in whole or in part.
This section shall not apply to any information (i) which at the time disclosed to or obtained by the receiving party is in the public domain; (ii) which becomes part of the public domain through no fault of the receiving party; (iii) which was communicated to the receiving party by a third party who is not, to the receiving party’s knowledge, subject to any confidentiality obligations with respect thereto; (iv) prior to disclosure, was already rightfully in the receiving party’s possession; (v) is required to be disclosed pursuant to a court order, so long as the disclosing party is given adequate notice and the ability to challenge such required disclosure; or (vi) has been de-identified in compliance with Section 164 of the HIPAA Privacy Rule.
The obligations and other terms and conditions set forth in this Section 5 shall bind and benefit the parties and their successors and permitted assigns.
Each party agrees to comply with all applicable federal and state laws and regulations, including laws governing the privacy and security of health information, including without limitation the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the regulations promulgated thereunder, and shall remain in compliance with these laws and regulations as they may be amended from time to time.
7.0 Information Security
To the extent Provider accesses any of Customer’s networks, servers, computers, or other electronic systems, or hosts, stores, transmits or otherwise processes any Session Data and Confidential Information (including any personally identifiable information and/or personal data), Provider shall implement and maintain administrative, physical and technical safeguards and other security measures that, at a minimum, satisfy generally applicable industry standards and are designed to ensure the security and confidentiality of such Session Data and Confidential Information, protect against anticipated threats to the security and integrity of such Session Data and Confidential Information and otherwise protect against unauthorized or unlawful processing, loss, destruction, use, disclosure or acquisition of or access to any such Session Data and Confidential Information held by Provider. Provider shall encrypt all such Session Data and Confidential Information while in transit using methods that satisfy then-current industry standards and HIPAA requirements. Provider shall, and shall ensure that its personnel shall, only access such systems as necessary under this Agreement and otherwise exercise reasonable care when accessing Customer’s systems. Provider shall maintain adequate security and control of any and all IDs, passwords, or any other codes that Customer provides to Provider or to which Provider has access, and Provider shall be liable for any failure by it or its personnel to comply with this requirement.
8.0 Intellectual Property Ownership
8.1. Provider’s Intellectual Property.
Customer acknowledges that Provider retains all right, title, and interest in and to the Software, including without limitation all graphics, content (other than Session Data or Customer’s Confidential Information), user interfaces, logos, and trademarks reproduced through the Software. This Agreement does not grant Customer any intellectual property license or rights in or to the Software or any of its components, except to the limited extent that this Agreement specifically sets forth rights to the Software or the Documentation. Customer recognizes that the Software and its components are protected by copyright and other laws.
If Customer or any of its Authorized Users, employees, or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Software, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Provider is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Provider on Customer’s behalf, and on behalf of its Authorized Users, employees, contractors and/or agents, all right, title, and interest in, and Provider 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 Provider is not required to use any Feedback. Customer agrees not to include any patient personal health information in the Feedback.
9.0 Warranties and Disclaimers
9.1. Mutual Representations and Warranties.
Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
9.2. Warranty of Functionality.
Provider warrants the Software will perform in all material aspects with regard to its intended use in accordance with industry standards during the Term, provided Customer uses the Software with appropriate computer equipment and updates the Software with any applicable patches and updates.
9.3. Third Party Products or Services.
Except as otherwise agreed upon by the parties in writing, the warranties, obligations, and liabilities of Provider, and the remedies of Customer with respect to third party products, services, or any other materials, tangible or intangible, provided by a third party in connection with this Agreement, will be limited to whatever recourse may be available against the third-party provider of such third party products or services.
EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 9, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER 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. THE FOREGOING WARRANTIES DO NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR SERVICES.
10.1. By Provider.
Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) arising from: (i) infringement or misappropriation by the Software of such third party’s intellectual property rights; or (ii) Provider’s breach of its confidentiality and privacy obligations hereunder. Indemnification hereunder is predicated on Customer’s prompt notification to Provider in writing of the claim, Customer’s reasonable cooperation with Provider, and Provider having sole authority to control the defense and settlement of such claim.
If such a claim is made or appears possible, Customer agrees to permit Provider, at Provider’s sole expense and discretion, to (i) modify or replace the Software, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
Provider’s indemnification obligations in this Section 10 will not apply to the extent that the alleged infringement arises from: (i) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (ii) modifications to the Software not made by Provider; or (iii) third-party products or services.
10.4. Customer Indemnification.
Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Session Data, or any use of the Session Data as authorized by this Agreement, infringes or misappropriates such third party’s intellectual property rights or privacy rights, and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Software in a manner not authorized by this Agreement, provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider 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.
10.5. Limits on Indemnification.
Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of indemnifiable losses which may be recovered from an indemnifying party arising out of or resulting from the causes enumerated in Section 10.1 shall not exceed one million dollars.
11.0 Limitation of Liability
11.1. Dollar Cap.
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 (INDEMNIFICATION), NEITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE FEES PAID BY CUSTOMER TO PROVIDER HEREUNDER.
11.2. Exclusion of Consequential Damages.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
11.3. Clarifications & Disclaimers.
THE LIABILITIES LIMITED BY THIS SECTION 11 APPLY: (I) TO LIABILITY FOR NEGLIGENCE; (II) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (III) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (IV) EVEN IF A PARTY’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
12.0 Term and Termination
The initial term of this Agreement begins on the date Provider supplies Customer with access to the Software and will continue unless terminated earlier pursuant to this Agreement’s express provisions (the “Term”).
In addition to any other express termination right set forth in this Agreement:
12.2.1 either party may terminate this Agreement for convenience, for any reason or no reason, upon 30 days’ prior written notice to the other party.
12.2.2 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: (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; or
12.2.3 either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
12.3. Effect of Expiration or Termination.
Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Software, and Customer shall delete, destroy, or return all copies of the Software. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
This Section 12.4 and Sections 4, 5, 8, 9.4, 10, 11, 13, and any provision required to survive this Agreement to fulfill its essential purpose, shall survive any termination or expiration of this Agreement.
13.1. Independent Contractors.
The parties are independent contractors. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
Provider may send notices to Customer by email or by text to Customer’s mobile device at the email address or mobile number provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to Provider by email to email@example.com, and such notices will be deemed received 72 hours after they are sent.
13.3. Assignment & Successors.
Customer may not assign this Agreement or any of its rights or obligations under this Agreement without Provider’s express written consent; provided, however, that Customer may assign its rights without such consent to (i) one or more of its wholly owned subsidiaries/affiliates, or (ii) an entity that acquires all or substantially all of the business or assets of Customer to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Except to the extent forbidden in this Section 13.3, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
13.5. No Waiver.
Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
13.6. Choice of Law & Jurisdiction.
This Agreement will be governed solely by the internal laws of the State of Washington, including without limitation applicable federal law, without reference to: (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (ii) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (iii) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of King County, Washington. This Section 13.6 governs all claims arising out of or related to this Agreement, including without limitation tort claims.
13.9. Entire Agreement.
This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
Version: January 19, 2020
The purpose of this policy is to document the requirements and responsibilities associated with identifying and managing financial conflicts of interest to safeguard the integrity of Lyssn.io, Inc. (Company) research and to comply with federal regulations. This policy has been developed to address and comply with the specific federal agency requirements as defined in the 2011 Revised Financial Conflict of Interest Regulation, Promoting Objectivity in Research (42 CFR part 50 subpart F). This regulation was developed to promote objectivity in research by establishing standards that provide a reasonable expectation ensuring the design, conduct and reporting of research funded under National Institutes of Health (NIH) grants or cooperative agreements will be free from bias resulting from Investigator financial conflicts of interest.
Summary of Process
Significant Financial Interests (SFI) (as defined below) shall be disclosed on the Financial Conflict of Interest (FCOI) Disclosure Form 1 and 2 (Exhibit 1) by an Investigator requesting government-sponsored or company-sponsored funds for a research project or by an Investigator when a Significant Financial Interest arises during the course of research. Regardless of whether a SFI exists, all Investigators and key personnel are required to submit SFI disclosure annually. It is the Principal Investigator’s responsibility to ensure those with financial interests in research are identified and make the required disclosures in conjunction with submission of a research proposal or application for human subjects’ approval. The FCOI Disclosure Forms and supporting materials are forwarded to the Director of Finance and Operations (DFO) for review. The DFO will be responsible for evaluating and instituting a plan for managing any disclosed financial interests, for producing institutional reports and other required reports to external sponsors and governmental agencies, and for the general administration and enforcement of this policy. Advance approval by the Chief Executive Officer (CEO) is required prior to engaging in government-sponsored research. A SFI review must be completed before any expenses are incurred under an award. Annual updates are required of all Investigators and key personnel participating in research. Any Investigator who has acquired a new or increased financial interest during the course of a research project shall report it immediately to the CEO and DFO. Annual updates and newly acquired interests are reported using the FCOI Disclosure Forms.
The NIH Financial Conflict of Interest tutorial was designed by the National Institutes of Health (NIH) to provide education training on what constitutes financial conflict of interest. This course is required for anyone involved with an NIH funded project, which includes all Investigators, consultants and employees of Lyssn engaged in NIH-funded research or its compliance.
The course is accessible at http://grants.nih.gov/grants/policy/coi/tutorial2011/fcoi.htm. Upon completion of the training, a certificate of completion must be turned into the DFO. You should retain a copy for your records. This training is required prior to engaging in research relating to any NIH-funded grant or as deemed necessary by the Company due to changes in the FCOI policy, non-compliance of the Investigator/Key Personnel or new to the Company. At a minimum, the FCOI training shall be taken every four (4) years.
The following definitions are provided as a reference and are considered key definitions in understanding the federal regulations of FCOI. A complete list of official definitions can be found at 42 CFR 50.603.
Institution – means any domestic or foreign, public or private, entity or organization (excluding a Federal agency) applying for or receiving NIH research funding.
Investigator – means the project director or principal investigator and any other person, regardless of title or position, who is or will be responsible for the design, conduct, or reporting of research funded by the NIH, which may include, for example, collaborators or consultants.
Institutional responsibilities – means an Investigator’s professional responsibilities on behalf of the Institution, and as defined by the Institution, including but not limited to, activities such as research, research consultation, teaching, professional practice, institutional committee memberships, and service on panels such as Institutional Review Boards or Data and Safety Monitoring Boards.
Financial interest – means anything of monetary value, whether or not the value is readily ascertainable.
Financial conflict of interest (FCOI) – means a significant financial interest that could directly and significantly affect the design, conduct, or reporting of NIH-funded research.
Manage – means taking action to address a financial conflict of interest, which can include reducing or eliminating the financial conflict of interest, to ensure, to the extent possible, that the design, conduct, and reporting of research will be free from bias.
Senior/Key Personnel – means the PD/PI and any other person identified as senior/key personnel by the Institution in the grant application, progress report, or any other report submitted to the NIH by the Institution under the regulation.
Significant Financial Interest (SFI) –
- A financial interest consisting of one or more of the following interests of the Investigator (and those of the Investigator’s spouse and dependent children) that reasonably appears to be related to the Investigator’s institutional responsibilities:
- With regard to any publicly traded entity, a significant financial interest exists if the value of any remuneration received from the entity in the twelve months preceding the disclosure and the value of any equity interest in the entity as of the date of disclosure, when aggregated, exceeds $5,000
- With regard to any non-publicly traded entity, a significant financial interest exists if the value of any remuneration received from the entity in the twelve months preceding the disclosure, when aggregated, exceeds $5,000, or when the Investigator (or the Investigator’s spouse or dependent children) holds any equity interest (e.g. stock, stock option, or other ownership interest); or
- Upon receipt of income related to intellectual property rights and interests (e.g. patents, copyrights)
- Investigators also must disclose the occurrence of any reimbursed or sponsored travel (i.e., that which is paid on behalf of the Investigator and not reimbursed to the Investigator so that the exact monetary value may not be readily available), related to their institutional responsibilities, provided, however, that this disclosure requirement does not apply to travel that is reimbursed or sponsored by excluded sources provided in regulation. For example, if the PI travels to a scientific seminar but does not pay or receive reimbursement by the Company directly (i.e. the travel was paid for by a third party/sponsor), the PI is required to disclose basic information to the Company relating to the trip, such as purpose of the trip, identify of the payer/sponsor, destination and duration. The Company is required to determine if additional information is required (e.g. monetary value) and whether the travel constitutes a FCOI with NIH-funded research.
- The term significant financial interest does not include the following types of financial interests:
- salary, royalties, or other remuneration paid by the Institution to the Investigator if the Investigator is currently employed or otherwise appointed by the Institution;
- intellectual property rights assigned to the Institution and agreements to share in royalties related to such rights;
- any ownership interest in the Institution held by the Investigator, if the Institution is a commercial or for-profit organization;
- income from investment vehicles, such as mutual funds and retirement accounts, as long as the Investigator does not directly control the investment decisions made in these vehicles;
- income from seminars, lectures, or teaching engagements sponsored by a federal, state or local government agency, an Institution of higher education as defined at 20 U.S.C. 1001(a), an academic teaching hospital, a medical center, or a research institute that is affiliated with an Institution of higher education; or
- income from service on advisory committees or review panels for a federal, state or local government agency, Institution of higher education as defied at 20 U.S.C. 1001(a), an academic teaching hospital, a medical center, or a research institute that is affiliated with an Institution of higher education.
- Identification of Persons Required to Disclose a Significant Financial Interest – It shall be the responsibility of the Principal Investigator of a Research project to identify all Investigators who have a SFI requiring disclosure under this policy and to ensure that a SFI Disclosure Form is prepared and submitted. In addition, the Principal Investigator shall be responsible for ensuring that annual updates and disclosures of new or increased financial interests are disclosed.
- Submission and Review of Financial Conflict of Interest Disclosure Form – Every individual having a SFI requiring disclosure under this policy shall prepare a fully-completed SFI Disclosure Form that shall be submitted to the DFO. An initial review of the SFI Disclosure Form will be conducted by the DFO to determine whether a potential for conflict of interest exists. If it is determined that there is a potential conflict of interest, then steps will be taken to determine what measures are needed to address the SFI identified in the FCOI Disclosure Forms. A management plan may be required to outline the terms, conditions and restrictions, if any, to ensure compliance with this policy. The management plan may require one or more of the following actions (but not limited to) to be taken in order to manage, reduce or eliminate any actual or potential conflict of interest:
- Public disclosure of significant financial interests;
- Review of research protocols by independent reviewers;
- Monitoring of research by independent reviewers;
- Modification of research plan;
- Disqualification from participation in all or a portion of the research funded;
- Divesture of significant financial interests;
- Severance of relationships that create actual or potential conflicts All management plans are required to be signed by the Investigator and the CEO. Compliance of the management plan shall be monitored by the DFO.
- Annual Reporting and After-Acquired Significant Financial Interests – All Investigators shall provide annual FCOI disclosure reports or more frequently if required by the management plan. Any Investigator who acquires a new or increased SFI shall promptly submit a new FCOI Disclosure Form(s) within 30 days of discovering or acquiring the new SFI. It is the Principal Investigator’s responsibility to ensure that any newly acquired Investigator on a research project submits the required FCOI disclosure report to the DFO.
- Violations of Conflict of Interest Policy – Investigators are expected to comply fully and promptly with this policy. Whenever a person has violated this policy, including failure to make a required disclosure of financial interests or failure to comply with a requirement of the management plan, the DFO shall make recommendations to the CEO regarding the impositions of sanctions or disciplinary proceedings against the violating individual. In addition, the Company shall follow Federal regulations regarding the notification of the sponsoring agency in the event an Investigator has failed to comply with this policy. The federal agency may take its own action as it deems appropriate, including the suspension of the funding for the Investigator until the matter is resolved.
- Record Keeping – Records of Investigator FCOI Disclosure forms, and of actions taken to manage actual or potential conflicts of interest, shall be retained by the DFO for three (3) years from the date the final expenditure report is submitted to the NIH, or as required by 45 CFR 74.53(b) and 92.42(b) for different situations.
- Sub-recipient Requirements – Sub-award recipients must comply with this policy or provide certification that their organization is in compliance with the Federal policy, 2011 Revised Financial Conflict of Interest Regulation, Promoting Objectivity in Research (42 CFR part 50 subpart F) and that their portion of the research project, as detailed in their sub-award agreement, is in compliance with their institutional policies. If a SFI is identified by the sub-award recipient, they are required to notify the DFO of the existence of the conflicting interest within 30 days of the identification of the interest. In addition, the sub-award recipient must certify and assure that any reported conflicting interest has been managed, reduced or eliminated in accordance with federal regulations.
- Federal Reporting – The DFO is responsible for the reporting disposition of matters involving disclosures of SFI in accordance with applicable federal requirements. The following reports are required by the NIH:
- Initial report – prior to the Company’s expenditure of any funds under a NIH-funded research project, the Company must provide to the NIH an FCOI report regarding any Investigator SFI found by the Company to be a financial conflict of interest in accordance with the regulation.
- During on-going NIH-funded research projects – the Company shall submit an FCOI report within 60 days after its determination that a new FCOI exists. If a FCOI was not disclosed timely, the Company shall submit a FCOI report to the NIH within 60 days of the discovery, as well as complete a retrospective review within 120 days of discovery of noncompliance.
- Annual FCOI report – For any FCOI previously reported to the NIH, the Company shall provide an annual FCOI report addressing the status of the FCOI and any changes to its related management plan.
For more information, visit the following links:
- A financial interest consisting of one or more of the following interests of the Investigator (and those of the Investigator’s spouse and dependent children) that reasonably appears to be related to the Investigator’s institutional responsibilities:
Version: September 20, 2019
Effective Dates: August 2, 2017 – Current
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