SOFTWARE SUBSCRIPTION AGREEMENT

This Software Subscription Agreement (“SSA”) by and between Mental Health Pathway a Kansas Limited Liability Company located at 5803 West 157 th Terrace, Overland Park, Kansas 66223 (“Pathway”), and the customer identified on a signed Order Form (“Customer”), governs the provision of any Subscriptions, Services, and other materials or information provided by Pathway to Customer. This SSA, Order Form(s), exhibits or statements of work(s) separately executed by the parties, and other documents expressly referenced herein or referencing this SSA are collectively referred to as the “Agreement.” Unless specified to the contrary in an Order Form, this Agreement will be effective on the date of Customer’s signature on the Order Form (the “Effective Date”).

 

1. DEFINITIONS.

1.1 “Activation Date” means the date on which Customer is provided access to the Subscription.

1.2 “Authorized Administrator” – means the number of employees or Consultants of Customer identified on an Order Form who; (a) are given password-protected access to the Subscription; (b) have the authority on behalf of Customer to administer Named Users within the Subscription, and (c) who may contact Pathway Support directly in accordance with Section 2.4 herein.

1.3 “Pathway Technology” means Pathway’s proprietary software, technology, frameworks, platforms, methodologies, facilitation guides, questionnaires, techniques, general purpose consulting and related know-how, logic, coherence and methods of operation of systems, user interfaces, screen designs, presentation materials, and best-practices documentation, including any enhancements, modifications or derivatives thereof, which are provided to Customer. Subscriptions, maintenance, and Services each individually and collectively include elements of Pathway Technology.

1.4 “Consultant” means an individual or entity providing services or other assistance to Customer or Pathway in connection with each party’s respective obligations under this Agreement, as applicable.

1.5 “Customer Data” means all data, information and materials provided by Customer for use with the Pathway Technology.

1.6 “Dashboard” one or more marketing dashboard(s) within the Subscription specified as Pathway Measure, which is made available to Named Users and Authorized Administrators.

1.7 “Digital Asset” means any Customer provided item of text or media that has been formatted into a binary source.

1.8 “Order Form” means one or more Pathway order forms specifying the Subscriptions and Services to be provided to Customer by Pathway.

1.9 “Subscription” means one or more subscription(s) to Pathway Technology identified on an Order Form, including, related Support that may be provided by Pathway from time to time for the Subscription.

1.10 “Named User(s)” means the number of employees or Consultants of Customer identified on an Order Form who are given password-protected access to the Subscription by an Authorized Administrator.

 

2. SERVICES PROVIDED.

2.1 Subscription Access. Subject to the terms and conditions of this Agreement, Pathway will make the Subscription available to Customer over the internet for Customer’s use in Customer’s internal business only. Unless otherwise provided in an Order Form, Subscriptions may only be accessed by the total number of Named Users and Authorized Administrators, and by the appropriate Customer divisions, business units, and/or geographies specified in the applicable Order Form. Unless otherwise stated in an Order Form, Customer is responsible for integration or Customer-side configuration and deployment of the Subscription.

2.2 Security. Pathway will operate an information security program utilizing industry standard policies and technologies to protect Customer Data from unauthorized disclosure or access. In addition to the Customer’s responsibilities outlined elsewhere in the Agreement, Customer shall take commercially reasonable security precautions to prevent unauthorized or fraudulent use of Pathway Technology by Customer, Customer’s employees, Consultants, agents, or any other third parties authorized by Customer to access the Subscription on Customer’s behalf.

2.3 Support. During the Term, Pathway will provide remote email support to the aggregate number of Authorized Administrators specified in applicable Order Form(s). The support email address will be identified on the applicable Order Form. Such support consists solely of assistance with usage questions or troubleshooting bugs related to the Subscription supplied by Pathway (“Support”). 

2.4 Services. (Applicable only to Customers where Services are included in an Order Form or Statement of Work). In connection with the implementation and provision of Subscription, Customer may engage Pathway to provide certain implementation and deployment services (“Implementation Services”), consulting services (“Consulting Services”), Support services (“Support Services”) and other services (“Other Services”) (all such services, collectively, the “Services”) as set forth in an Order Form or in any separate statement of work executed by the parties (“Statement of Work” or “SOW”). Customer acknowledges that the provision of Services by Pathway is dependent on Customer providing access to relevant resources and timely decisions and input in connection with those Services as described in the SOW. Customer further acknowledges that any delays in response, feedback, or access could result in an extended delivery timeline, additional charges, and sub-optimal results. Either Pathway or Customer may initiate a change request when a material change or event occurs that may impact the scope or delivery timeline of Services. Pathway will respond with formal documentation including a description of the change, the effort to implement the change, the impact to the Order Form or SOW, and the cost of the change (“Change Proposal”). Customer and Pathway must agree in writing to any Change Proposal in the form of a written amendment to the applicable Order Form or SOW before any such change is effective.

2.5 Order Form Process. Orders for additional Authorized Administrators, Named Users, Subscriptions or Services will be confirmed by both parties’ execution of an Order Form or other written amendment to this Agreement. Unless specified to the contrary in an Order Form the annual fees for any added Named Users will be prorated from the Activation Date of the added Named Users and synchronized to the invoicing already in effect for the existing Subscriptions.

 

3. FEES AND PAYMENT TERMS.

3.1 Fees. Unless otherwise provided in an Order Form, Pathway may invoice Customer for all fees and all other charges immediately following the Effective Date. All fees specified in an Order Form are in U.S. Dollars and all payments must be submitted in U.S. Dollars. Unless specified to the contrary in an Order Form, fees for any Renewal Term may be increased by Pathway and will be invoiced on the same schedule as in effect for the billing period immediately prior to the expiration of the Term. Where applicable, and with written Customer approval, Customer will reimburse Pathway for all reasonable travel, food, lodging and other out-of-pocket expenses incurred in performance of Services.

3.2 Payment Due Date. Unless otherwise provided in the applicable Order Form or Statement  of Work, payment from Customer is due within thirty (30) days from the date of invoice.

3.3 Late Payment. For any late payment, Customer may be required to pay interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less. In addition to other rights and remedies available to Pathway hereunder together with cost of collection (including reasonable legal fees), Pathway may suspend access to Subscription and stop providing Services if Customer does not correct any delinquent amounts within ten (10) days of receipt of written notice of nonpayment. Any previously suspended Subscription and/or Services will be promptly restored following Pathway’s receipt of all delinquent amounts. Suspension under this Section 3.3 will not constitute a termination of this Agreement, nor will it relieve Customer of obligations or liabilities under this Agreement. Pathway reserves the right to suspend access to all Pathway Technology to any Customer whose subscription payment is 30 or more days late.

3.4 Taxes. All amounts due under an Order Form do not include taxes or levy (including interest and penalties). Customer will reimburse Pathway and hold Pathway harmless for all sales, use, VAT, excise, property or other taxes or levies which Pathway is required to collect or remit to applicable tax authorities. This provision does not apply to Pathway’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Pathway with a valid tax exemption certificate.

 

4. CUSTOMER OBLIGATIONS.

4.1 Customer Control. Customer will be solely responsible for administering and monitoring the use of login IDs and passwords provided by Authorized Administrators within the Subscription or on behalf of Customer by Pathway. Upon the termination of employment of any User or Authorized Administrator, Customer will terminate that individual’s login ID and password. Pathway is not responsible for any damages resulting from Customer’s failure to manage the confidentiality of its login ID and passwords and Customer is responsible for any actions arising out of use or misuse of Customer’s login IDs.

4.2 Prohibited Uses and Customer Restrictions. Customer must not modify, rent, sublease, sublicense, assign, use as a service bureau, copy, lend, adapt, translate, sell, distribute, derive works from, decompile, disassemble or reverse engineer the Pathway Technology provided under this Agreement, except as explicitly permitted hereunder. Unless otherwise expressly set forth in an Order Form, the Subscription and Services must be used solely by Customer, and not (by implication or otherwise) by any parent, other division, subsidiary or affiliate of Customer. Customer must not permit a competitor of Pathway to access the Pathway Technology, except with Pathway’s prior written consent. Customer must not: (a) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs in, to or from the Pathway Technology; (b) interfere with or disrupt the integrity or performance of the Pathway Technology, or the data contained therein; (c) use the Pathway Technology in a manner inconsistent with its applicable documentation; or (d) attempt to gain unauthorized access to the Pathway Technology or related systems or Networks.

4.3 Acceptable Use Policy. Customer’s and its Named Users’ use of the Subscription will comply with Pathway’s Acceptable Use Policy (v2019) (“AUP”) available at https://mentalhealthpathway.com/terms-of-use-and-acceptable-use-policy/. The AUP may be modified from time to time to incorporate new legal or security requirements, or requirements established by third parties which interact with the Subscription.

 

5. OWNERSHIP, RIGHTS &; CONFIDENTIAL INFORMATION.

5.1 Customer Ownership and License. As between Customer and Pathway, Pathway owns all right, title and interest in and to all Customer Data. Customer has sole responsibility for the accuracy, and quality of all Customer Data and Customer Content. Customer grants to Pathway an exclusive, fully paid-up license to use, reproduce, store, modify and publicly display Customer Data to the extent necessary for Pathway to perform their obligations under this Agreement.

5.2 Results. Customer acknowledges and agrees that Pathway may (a) anonymize and aggregate benchmarking results of Customer use of the Pathway Technology with results of other customers’ use (collectively “Results”); and (b) use and disclose the Results for any purpose provided that the Results do not individually identify Customer or Customer Data.

5.3 Pathway Ownership. As between Customer and Pathway, Pathway and/or its licensors are the sole owners of all right, title and interest in and to the Pathway Technology. If Customer provides any feedback, comments, suggestions, ideas, requests or recommendations for modifications or improvements to the Pathway Technology (“Feedback”), Customer hereby assigns and agrees to assign all right, title and interest in any such Feedback to Pathway to be used for any purpose. All rights not expressly granted to Customer hereunder are reserved by Pathway and its licensors.

5.4 Pathway Technology License. Subject to payment in full to Pathway as specified in an Order Form, Pathway grants Customer a royalty free, non-exclusive, non-transferable, time-bounded license to use, for Customer’s internal business purposes only and subject to the terms of this Agreement, the Pathway Technology as included in Subscriptions, maintenance and Services. For use in connection with Subscriptions and Services, the term of Customer’s permitted use will be the duration of the Subscription.

5.5 Confidential Information. “Confidential Information” means any information disclosed by one party (“Discloser”) to the other party (“Recipient”), either directly or indirectly, in writing, orally or by inspection, which is designated as “Confidential,” “Proprietary” or some similar written designation or otherwise reasonably identifiable as confidential information. Information communicated orally will be considered Confidential Information if the information is identified as being Confidential Information at the time of disclosure. Notwithstanding the foregoing, the following is deemed Pathway Confidential Information with or without marking or written confirmation: (a) the Pathway Technology, product and service information, pricing information, and other related materials furnished by Pathway; (b) the oral and visual information relating to the Pathway Technology; (c) the Subscription’ environment and tools, materials, documentation, whitepapers, guides, data sheets, training materials, methodology and (d) the terms and conditions of this Agreement. This Agreement imposes no obligation upon a Recipient with respect to Confidential Information that: (a) is or becomes publicly available through no breach of this Agreement by Recipient; (b) is already in the possession of Recipient at the time of disclosure as shown by Recipient’s files and records immediately before the time of disclosure; (c) is obtained by Recipient from a third party without obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as demonstrated by Recipient’s documents. Recipient will only use Discloser’s Confidential Information to exercise its rights or perform its obligations under this Agreement and will protect Discloser’s Confidential Information by using the same degree of care that Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure, or dissemination, but not less than a reasonable degree of care. Recipient will restrict access to Discloser’s Confidential Information to Recipient’s employees and Consultants who require such access in the course of their assigned duties and responsibilities and who have been informed of Recipient’s obligations of confidence and have agreed in writing to preserve confidentiality of such information under terms and conditions no less restrictive than those set forth herein, provided that Customer must not permit a competitor of Pathway to access Pathway’s Confidential Information without Pathway’s prior express written approval. If Discloser’s Confidential Information is required to be disclosed under any law or judicial order, Recipient will (to the extent permitted by law) give Discloser prompt notice thereof and use its commercially reasonable efforts to seek or cooperate with Discloser in seeking a protective order at Discloser’s request and expense. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information may cause the other party irreparable harm and that such party will be entitled to seek injunctive relief in the event the other party does not fulfill its obligations under this Section.

 

6. INDEMNIFICATION.

6.1 Intellectual Property Indemnification. Pathway will indemnify, defend and hold harmless Customer from and against any third-party claim brought against Customer alleging that Customer’s permitted use of the Subscription infringes any United States patent or trademark, or any copyright, or misappropriates a trade secret of a third party. If Customer’s use of the Subscription is, or in Pathway’s opinion is likely to be, enjoined due to the type of infringement specified above, Pathway may, at its option and expense, obtain a license for the continued use of the Subscription or modify the Subscription to provide substantially equivalent functions that are no longer infringing, or, if neither of the foregoing alternatives are implemented, terminate Customer’s right to the allegedly infringing portion of the Subscription and refund to Customer any amounts prepaid for such Subscription for the period following such termination. This Section 6 states the entire liability of Pathway with respect to any type of third party infringement Claim.

6.2 Customer Indemnification. Customer will indemnify, defend and hold harmless Pathway from and against any claim brought against Pathway arising out of a breach or an alleged breach by Customer of the provisions of the AUP.

6.3 Mutual Indemnification. Each Party will indemnify and defend the other Party against any third-party claims arising from the indemnifying Party’s gross negligence or willful misconduct.

6.4 General Indemnification Terms. In case of any indemnified claim under this Section 6, the indemnified party will (a) give written notice to the indemnified party within thirty (30) days of becoming aware of an indemnified claim; (b) provide control of the defense of the claim to the indemnifying party, including the right to settle; provided however, that the indemnifying party will not settle any such suit or claim without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed; and (c) provide reasonable cooperation in the defense thereof.

 

7. WARRANTY.

7.1 Mutual Representations and Warranties. Each Party represents and warrants that (a) it has the right and power to enter into this Agreement, and (b) an authorized representative has accepted this Agreement.

7.2 Limited Subscription Warranty. Pathway warrants that the Subscription will perform in all material respects with the functions described in the then-current Pathway product documentation included in the Subscription for a period of ninety (90) days from the Activation Date. This warranty does not apply if the Subscription is not administered by Customer in accordance with this Agreement and accompanying AUP, or any applicable instructions and training provided by Pathway. If the Subscription fails to operate as warranted in this Section

7.2 and Customer notifies Pathway in writing of the nature of the non-conformance (“Notice”), Pathway will use commercially reasonable efforts to promptly repair or replace the non- conforming Subscription without charge. If, after a reasonable opportunity to cure, Pathway does not remedy the non-conformance, Customer may no later than sixty (60) days after giving the Notice, terminate the Subscription portion of the Order Form and receive a refund of the prepaid Subscription fees for the period following the date of Notice. The foregoing provides Customer’s sole remedy for breach of the exclusive warranty in this Section 7.2.

7.3 Services Warranty. Pathway warrants that all Services performed hereunder will be performed in a workmanlike and professional manner.

7.4 Disclaimer of Warranties. EXCEPT AS PROVIDED IN THIS AGREEMENT, PATHWAY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. PATHWAY DOES NOT WARRANT THAT THE SUBSCRIPTION OR THE DATA STORED THROUGH THE USE OF THE SUBSCRIPTION ARE NOT SUSCEPTIBLE TO INTRUSION, ATTACK OR COMPUTER VIRUS INFECTION.

 

8. LIMITATION OF LIABILITY.

8.1 Liability Cap. IN NO EVENT WILL PATHWAY BE LIABLE UNDER ANY THEORY OF LIABILITY, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SUBSCRIPTION AND SERVICES GIVING RISE TO SUCH DAMAGES IN THE ONE (1) YEAR PERIOD PRIOR TO THE CLAIM.

8.2 Disclaimer of Damages. IN NO EVENT WILL PATHWAY BE LIABLE, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOST PROFITS EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

 

9. TERM AND TERMINATION.

9.1 Term. Unless terminated earlier in accordance with this Section 9, the initial term of this Agreement is the period beginning on the Effective Date and ending the number of months or years specified in the Order Form thereafter (“Initial Term”). At the end of the Initial Term, this Agreement will automatically renew for consecutive renewal terms equal to twelve (12) months in length (each, a “Renewal Term”), unless either party gives the other party a written notice of termination at least sixty (60) days before expiration of the Initial Term or the then-current Renewal Term. The terms Initial Term and Renewal Term will be collectively referred to in this Agreement as the “Term,” and each may be specific to an Order Form. Unless otherwise specified in an Order Form for a particular Subscription, Pathway will make each Subscription available to Customer from the period commencing on the Activation Date applicable to the Subscription in question and through the Term of the Agreement. In the event Customer commits a material breach of this Agreement, if such breach is not cured within thirty (30) days of written notice thereof, then Pathway may terminate this Agreement by written notice within thirty (30) days of such failure to cure. In the event of a material breach by Pathway of its obligations hereunder, if such breach is not cured within thirty (30) days of written notice thereof, Customer may terminate the non-conforming portion of the Order Form by written notice to Pathway within thirty (30) days of such failure to cure. This Agreement may be terminated by Pathway if Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.

9.2 Effect of Termination. Upon termination of this Agreement or termination of a Subscription or Service, as the case may be, Pathway may immediately cease providing any such terminated Subscription or Service and Customer’s rights to use the affected Pathway Technology, Pathway Confidential Information, and other Pathway materials (collectively “Materials”) will cease. Customer will immediately stop using such Materials and will return such Materials to Pathway, or destroy all copies thereof, except for reasonable electronic backup copies kept in the normal course of business that are subject to reasonable document destruction procedures. Upon termination of this Agreement, Pathway will have no further obligation or liability hereunder and all fees due under the Agreement will become due and payable to Pathway immediately upon such termination. The provisions of Sections 1, 3, 4, 5, 6.2, 6.3, 6.4, 7.4, 8, 9, and 10 will survive termination or expiration of the Agreement.

 

10. GENERAL.

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all previous agreements or representations, whether oral or written. This Agreement may not be modified or amended, except in writing signed by an authorized representative of each party. Any ordering document (e.g., purchase order) that originates from Customer will not be binding on Pathway, and any accompanying terms and conditions are null and void. In the event of any conflict among the terms of this Agreement, an Order Form, or a SOW, the following order of precedence will apply: (1) Order Form; (2) Agreement; (3) SOW.

10.2 Compliance with Laws. Pathway agrees to comply with all laws applicable to Pathway in the provision of Subscriptions and Services hereunder. Customer agrees to comply with all laws applicable to Customer in its receipt and use of Subscriptions and Services hereunder.

10.3 Counterparts. This Agreement (including Order Forms) may be executed in counterparts, which together form one legal instrument. Any executed copy of this Agreement made by reliable means (e.g., photocopy, scan copy, electronic signature or facsimile) is considered an Original.

10.4 Notices. Notices under this Agreement will be in writing, signed and provided to the contact and address indicated in the Order Form, provided that a party may change such contact or address by written notice to the other party. All notices under this Agreement will be in writing and sent by (a) personal delivery, including confirmed scan delivered by email; (b) overnight courier; or (c) first class mail, certified or registered, return receipt requested. Notices to Pathway will be addressed to the attention of: Chief Financial Officer.

10.5 Publicity. Pathway may identify Customer as a customer of Pathway. Pathway may issue a press release announcing the relationship formed by the Agreement, which will provide to Customer for a period of review and comment prior to release. Pathway may issue a press release announcing the results obtained by Customer from using the Subscription, subject to the prior approval of Customer, not to be unreasonably withheld or delayed.

10.6 Headings. Headings are for reference purposes only and have no substantive effect.

10.7 Assignment. In the event of Customer’s acquisition of, or merger with, a third-party Customer may continue to use the Pathway Technology and the obligations and rights of Customer under this Agreement will apply to, and may be exercised only in connection with, the operations of Customer as they existed on the date prior to the acquisition or merger. Customer may not otherwise assign this Agreement or otherwise transfer any rights hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Pathway. Any assignment or transfer in violation of this Section will be null and void.

10.8 Choice of Law. This agreement will be governed and interpreted in accordance with the laws of the state of Kansas without regard to the conflicts of law provisions of any state or jurisdiction. Any action will be brought in the state or federal courts located in Kansas City, Kansas.

10.9 Dispute Resolution. Any dispute between the parties arising out of this Agreement will be first submitted to senior management of both parties for a good faith attempt at amicable resolution. If the parties cannot settle the dispute within thirty (30) days after such meeting of senior management, the dispute will be mediated in confidential mediation proceedings by a mutually acceptable mediator to be chosen by Pathway within thirty (30) days after written notice by either party demanding mediation. Pathway and Customer will equally share costs of the mediation. The use of any of the above-mentioned procedures will not be construed under the doctrines of laches, waiver, or estoppel to affect the rights of either party adversely. Nothing in this Section will prevent Pathway from collecting fees due under Section 3, nor will it prevent either party from resorting to judicial proceedings, if (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful; (b) the claim or dispute involves intellectual property rights; or (c) interim relief from a court is necessary to prevent serious and irreparable injury to that party or to others.

10.10 Force Majeure. Except for Customer’s payment obligations, neither party will be liable to the other party for any delay or failure of Pathway to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of such other party. Such causes include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Customer in providing required resources or support or performing any other requirements hereunder.

10.11 Independent Contractor. Pathway is an independent contractor and nothing in this Agreement will be deemed to make Pathway an agent, employee, partner or joint venture of Customer. Pathway will have no authority to bind, commit, or otherwise obligate Customer in any manner whatsoever.

10.12 Nonsolicitation. During the term of this Agreement and for a period of two (2) years thereafter, each party agrees not to hire, solicit, nor attempt to solicit, the services of any employee of the other party or Consultants of Pathway without the prior written consent of such other party. Each party further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee of the other party or former Subcontractor of Pathway for a period of one (1) year from such former employee’s or Consultants last date of service with such other party. Violation of this provision will entitle aggrieved party to liquidated damages against the other party equal to two hundred percent (200%) of the solicited person’s gross annual compensation.

10.13 Third Parties. Pathway will have the right to use Consultants in performance of its obligations and services hereunder and, for purposes of this Agreement, all references to Pathway or its employees shall be deemed to include such Consultants.

10.14 No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

10.15 Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision will be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such Reformation.

 

11. NOT A MEDICAL DIAGNOSIS

The subscribed Pathway Technology describes basic principles of diagnosis and therapy. The information provided in the subscription is no substitute for individual patient assessment based upon the healthcare provider’s examination of each patient and consideration of laboratory data and other factors unique to the patient. The subscribed Pathway Technology should be used as a tool to help the user reach diagnostic and treatment decisions, bearing in mind that individual and unique circumstances may lead the provider to reach decisions not presented in the subscribed Pathway Technology. Recommendations for dosages and indications outside the official FDA recommendations may be made, which should be done at the discretion of the provider.  The opinions expressed in the subscribed Pathway Technology are those of its authors and editors and may or may not represent the official position of any medical societies cooperating with, endorsing or recommending the subscribed Pathway Technology.

The Parties have accepted this Software Subscription Agreement by the signing of any Order Form(s) referencing it.

 

COMPUTER/NETWORK ACCEPTABLE USE POLICY

BACKGROUND

Access to computer systems and networks owned or operated by Mental Health Pathway, LLC, is a privilege which imposes certain responsibilities and obligations and is granted subject to Mental Health Pathway policies and local, state, and federal laws. The objective of this policy is to ensure an available, reliable, secure, and responsive network environment at Mental Health Pathway. It is the responsibility of each User to ensure that the Company’s technology is used appropriately

ACCEPTABLE USE POLICY
Any activity that compromises the performance of Mental Health Pathway’s computers and/or network such that others are negatively affected is not acceptable. Acceptable use is always ethical, reflects academic honesty, and shows restraint in the consumption of shared resources. It demonstrates respect for intellectual property, ownership of data, system security mechanisms, and an individual’s rights to privacy and freedom from intimidation, harassment, and unwarranted annoyance. If any use adversely impacts the network, the user will be asked to reconfigure his or her work so that network impact is avoided.

Examples of inappropriate use at any time include but are not limited to:

  • Violations of the rights of any person or company protected by copyright, trade secret, patent or other intellectual property, or similar laws or regulations, including, but not limited to, the installation or distribution of “pirated” or other software products that are not appropriately licensed for use by Mental Health Pathway
  • Unauthorized copying of copyrighted material including, but not limited to, digitization and distribution of photographs from magazines, books or other copyrighted sources, copyrighted music, and the installation of any copyrighted software for which Mental Health Pathway or the end user does not have an active license.
  • Introduction of malicious programs onto any device connected to the campus network (i.e., viruses, worms, Trojan horses, e-mail bombs, etc.). Revealing your account password to others or allowing use of your account by others.
  • Using a Mental Health Pathway computing asset to actively engage in procuring or transmitting material that is in violation of sexual harassment or hostile workplace laws in the user’s local jurisdiction.
  • Making fraudulent offers of products, items, or services originating from any Mental Health Pathway account.
  • Effecting security breaches or disruptions of network communication. Security breaches include, but are not limited to, accessing data of which the employee is not an intended recipient or logging into a server or account that the employee is not expressly authorized to access, unless these duties are within the scope of regular duties. For purposes of this section, “disruption” includes, but is not limited to, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes.
  • Port scanning or security scanning is expressly prohibited unless prior notification to the CEO is made.
  • Executing any form of network monitoring which will intercept data not intended for the employee’s host, unless this activity is a part of the employee’s normal job/duty.
  • Circumventing user authentication or security of any host, network or account.
  • Interfering with or denying service to any user or network (i.e., denial of service attack).
  • Using any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, a user’s terminal session, via any means, locally or via the Internet/Intranet/Extranet.

SOFTWARE LICENSING COMPLIANCE POLICY
Software may only be used in compliance with applicable license and purchasing agreements. Only authorized copying of files or programs and authorized program utilization are ethical and legal.

SECURITY POLICY
The purpose of this policy is to prevent unauthorized access to Mental Health Pathway’s or individual’s data/information stored on the Network. At the same time, we are striving to achieve three goals necessary for a productive networking environment, namely:

  • Availability – ensure that systems, networks, applications, utilities and data are on-line and accessible when authorized users need them for uses and purposes consistent with the Mental Health Pathway’s mission and goals.
  • Integrity – protect Mental Health Pathway’s information, data, or software from improper modification or access (i.e., virus or unauthorized access).
  • Confidentiality – assure that sensitive data is read only by authorized individuals and is not disclosed to unauthorized individuals or to the public. While not identified as a goal, per se, every effort will be made to implement security measures that will not impact performance of the network. In order to ensure this environment for all staff associated with Mental Health Pathway, users are responsible for taking reasonable precautions to maintain the security of information stored on, or accessed by, their computer system(s).

Anyone who attempts to disable, defeat or circumvent any security measures will be in violation of this policy. Access to the Mental Health Pathway network increases the vulnerability of whatever equipment is connected to the network. While the following measures can reduce the risk of exposure, Mental Health Pathway makes no warranty, either explicit or implied, with respect to security measures implemented on the network or computing resources. Users shall be responsible for their own security measures to protect hardware, software and data.

Individual Computer Policy

Users are responsible for maintaining security controls on their company-issued computer equipment that connects to Mental Health Pathway’s Network, including but not limited to: encryption of laptops that may contain confidential information; current antivirus software; up-to-date system patches; and screensaver passwords. Computers owned by Mental Health Pathway will be configured in this manner. Please note that confidential data is not to be stored on desktops or any auxiliary storage device.

What could happen when you share your password?

If you share your network password (or logged on personal computer) with another user, this user will then have access to any private data and programs that are accessible through use of your password. This would include data in your own computer and files as well as data in other users files and in any shared files that you have special permission to use. You are responsible for any unauthorized access to confidential data that is thus made available. You are also responsible in case of accidental or purposeful erasure and/or tampering with your data. It is possible that this user might accidentally or intentionally damage systems software and that such an incident would be traced back to your computer or user id. You are responsible for any damage made possible by the sharing of your password.

  • If you share your e-mail password with other users, they could send mail to others using your password and your name. If a user sends e-mail locally that is malicious or embarrassing, the received e-mail will look like it came from you. A malicious, naive, or inattentive user could send off campus e-mail that might jeopardize Mental Health Pathway’s permission to access parts of the Internet. You are responsible for the uses that are made of your e-mail password.

What can you do to secure your ID and password?

Examples of activities that help ensure a secure network include, but are not limited to, the following:

  • Log-off of computers when not using them.
  • Choose passwords wisely and to keep them secret
  • Do not aid or allow any unauthorized person to use Mental Health Pathway’s computer or network equipment.
  • Access the network and data in an authorized fashion only. Using someone else’s password to access unauthorized services or data is a violation of this policy, regardless of how the password was obtained. Do not use anyone else’s password.
  • Ensure your workstation, when logged on to the network, is reasonably secure in your absence from your office. Examples include but are not limited to:
    • Enable windows security by hitting the windows key and the “L” key at the same time.
    • Locking your office door when absent or logging out
  • Never type a password for an unknown person.
  • Never send security related information (i.e., a password) over e-mail.
  • Do not give accounts or passwords to anyone over the phone or unknown service Technicians.
  • Do not attempt to break into accounts or bypass security measures in any way.
  • Password protect your mobile phone and use available encryption features to protect sensitive data, including work email, that may be contained on it.
  • Do not configure your web browser to remember passwords or form data.
    • To do this in Internet Explorer: Go to Tools – Options – Content – Autocomplete – Settings – Uncheck All boxes.
    • In Firefox: Go to Tools -Options -Privacy -History -Never Remember History
  • If you should inadvertently obtain information to which you are not entitled or become aware of a breach of security pertaining to any computing service, immediately report the incident to the IT Security Manager.

What is Mental Health Pathway doing to help protect information on the network?
To support the identified goals of this Policy, Mental Health Pathway:

  • Is responsible for managing and overseeing security to ensure privacy and integrity of user information. This will include reasonable efforts to:
    • Shared programs and data are available to users and are invulnerable to accidental erasure and/or tampering.
    • E-mail and private user information (on servers) is invulnerable to accidental erasure and/or tampering.
    • Backups of both public and private server information, at least weekly, to ensure that any information lost, erased, or corrupted can be recovered.
  • Monitors the system for security breaches and unauthorized activity using available security utilities and software.
  • Utilizes a variety of network equipment to assist in the safety and security of Mental Health Pathway’s networks.
  • Uses available utilities to ensure secure movement of data within the Mental Health Pathway network and over the Internet.
  • Takes reasonable precautions to minimize network and machine downtime.

E-MAIL POLICY
The primary purpose of Mental Health Pathway’s e-mail system is for correspondence relating to the mission of Mental Health pathway. E-mail is a resource provided to clients to enhance the performance and productivity of the services provided by Mental Health Pathway. The hardware, software, and network resources used by the e-mail system as well as e-mail correspondence are owned by Mental Health Pathway.

The following actions are not allowed:

  • Sending unsolicited e-mail messages or newsgroup posts, including the sending of “junk mail” or other advertising material to individuals who did not specifically request such material (e-mail spam).
  • Any form of harassment via e-mail, telephone or paging, whether through language, frequency, or size of messages.
  • Unauthorized use, or forging, of e-mail header information.
  • Solicitation of email for any other e-mail address, other than that of the poster’s account, with the intent to harass or to collect replies.
  • Creating or forwarding “chain letters”, “Ponzi”; or other “pyramid” schemes of any type.
  • Use of unsolicited e-mail originating from within Mental Health Pathway’s networks of other Internet/Intranet/Extranet service providers on behalf of, or to advertise, any service hosted by Mental Health Pathway or connected via Mental Health Pathway’s network.

E-mail communications are not considered private despite any such designation or functionality
within the software application, either by the sender or the recipient. Access to Mental Health
Pathway’s e-mail services is a privilege that may be wholly or partially restricted by Mental
Health Pathway without prior notice and without consent of the e-mail user when required by
and consistent with law when there is a substantiated reason to believe that violations of policy
or law have occurred or, in time sensitive cases, when required to meet critical operational
needs. The company’s e-mail system may, within certain limits, block mail including external,
unsolicited, bulk e-mail (spam) or viruses.

Procedures
Sending messages to groups:

  • Do not select the entire address list for inclusion in the to: cc: and/or bcc: fields.
  • Send only to those people who “need to know” the information
  • Never use the Return Receipt option when sending to large groups

Security of E-mail

  • Never open an attachment or click on a web link from a person that you do not know. Many phishing scams involve an infected attachment or web link that looks to be from a legitimate bank or financial institution.
  • Be aware of the potential for forged e-mail. One example is that a person has acquired another individual’s password and that person pretends to be the other individual and sends forged e-mail.
  • Be extremely careful when executing programs you receive via e-mail, as they may contain viruses that could be dangerous to the network, servers, or your computer.

Harassment

  • Users should be sensitive to the public nature of the shared computing facilities and take care to refrain from transmitting to others in any location inappropriate images, sounds, or messages which might reasonably create an atmosphere of discomfort or be considered harassing.

Privacy

  • Do not say anything you would not want others, besides your correspondent, to read. Messages meant to be confidential can be intercepted during or after transmission, and even deleted messages might have been stored on backup tapes. Users are advised not to send confidential Mental Health Pathway communications via e-mail. Mental Health Pathway will make every attempt to assure the security of the e-mail system, however, this is not a guarantee.
  • Mental Health Pathway does not monitor e-mail communications as a matter of routine. However, Users understand and consent to any monitoring, interception, use or disclosure of e-mail communications deemed necessary by Mental Health Pathway in its discretion for the purpose of investigating and enforcing its Acceptable Use Policy, maintaining the integrity and efficient operation of the company’s systems, or as may be required in connection with legal requests from governmental authorities.
  • Mental Health Pathway can assure neither privacy of an individual user’s use of the e- mail resources nor the confidentiality of particular messages that may be created, transmitted, received, or stored.
  • Backup copies may be retained for periods of time even if the user has deleted the message from his account.
  • IT members may, in the course of routine system maintenance, troubleshooting, upgrades, etc., inadvertently see the content of e-mail messages.
  • E-mail account holders are expected to comply with Mental Health Pathway requests for copies of e-mail records in their possession that pertain to company business or whose disclosure is required to comply with applicable laws.
  • E-mail account holders may, under certain conditions, have e-mail files accessed by others when it relates to company business.
  • Do not send confidential information via e-mail such as social security numbers, account passwords, or credit card numbers.

AUTHORIZED USERS
Authorized Users of Mental Health Pathway computer networks and resources include staff, contracted Application Service Providers and contract employees. Temporary privileges will be given, as appropriate. Unauthorized users may not use company computer systems or networks.

PERSONAL USE
The Company’s network, and computing resources connected to it, are designed to be used for company purposes. Authorized users may utilize the company’s network and computing resources for their own use on their own time as long as that use abides by all company policies and local, state, and federal laws. Mental Health Pathway expects users to be responsible in their use of the system. Employees, and agents of Mental Health Pathway agree to refrain from any private communication which suggests that there is approval of such communication.

PRIVACY
Mental Health Pathway does not intend, as a matter of policy, to monitor the use of technology (including e-mail) and will respect individual privacy to the extent feasible. However, users understand and consent to any monitoring of network services deemed necessary by Mental Health Pathway in its discretion for investigating and enforcing its Computer and Network Policies, maintaining the integrity and efficient operation of the company’s systems, or as may be required in connection with legal requests.

DATA SECURITY

The system is owned by Mental Health Pathway and the company maintains the right to provide further regulation, as it deems appropriate, to limit use or access, and to monitor the systems used for security purposes. Users, by their use of the system, acknowledge the company’s rights in this regard.

The company cannot completely guarantee the security and integrity of any information placed on the network, including personal data or programs placed on the network or individual’s workstations. While reasonable measures are being taken to ensure the availability, integrity, and confidentiality of information on the network, there is still the threat of natural disaster, sophisticated hackers, and password violations which could jeopardize the system. Information stored on network servers is backed up, and therefore, recoverable.

CONSEQUENCES
If this Policy is questioned, the company is authorized to provide interpretation of this policy. Users violating this Policy will be required to discontinue their inappropriate use immediately. Any further violation may lead to the loss of network privileges as approved by the appropriate company officer are also subject to disciplinary procedures as well as criminal or civil prosecution.

QUESTIONS
Questions on the interpretation of this Policy should be directed to mentalhealthpathway@gmail.com

MODIFICATIONS TO THIS POLICY
The company reserves the right to modify this policy at any time. Users of the system will receive prompt notification of all modifications.