INTEGRATION AGREEMENT TERMS AND CONDITIONS
Revised February 27, 2025
1. License Grant. Subject to the terms of this Agreement, Greyfinch grants Integrator a limited, non-exclusive, and nontransferable license to access and use Greyfinch Connect to integrate its own software and services with the Provider’s clinical data management system.
2. License Restrictions. Integrator shall not use Greyfinch Connect for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Integrator shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of Greyfinch Connect, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available Greyfinch Connect; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of Greyfinch Connect, in whole or in part; (iv) remove any proprietary notices from Greyfinch Connect; or (v) use Greyfinch Connect 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. In the event either Party’s relationship with a Provider is terminated or either party’s Business Associate Agreement with a Provider is terminated, Integrator’s license to access and use Greyfinch Connect for the Provider is immediately and automatically revoked.
3. Use Obligations. Where applicable, Integrator and the provider are responsible for all activities that occur under Integrator’s Greyfinch access and use, including under any login credentials, i.e., username(s), Org ID(s), password(s), token(s), key(s), secret(s), etc., and Integrator agrees to keep all such credentials confidential. Integrator will immediately notify us of any unauthorized use of Integrator’s login credentials or any other breach of security.
4. Fees and Payment. Integrator shall pay Greyfinch the fees (“Fees”) set forth in Exhibit A to this Agreement without offset or deduction. Integrator shall make all payments hereunder in US dollars on or before the due date set forth in Exhibit A. If Integrator fails to make any payment when due, in addition to all other remedies that may be available: (i) Greyfinch may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Integrator shall reimburse Greyfinch for all reasonable costs incurred by Greyfinch in collecting any late payments or interest, including attorney fees, court costs, and collection agency fees; and (iii) if such failure continues for seven (7) days following written notice thereof, Greyfinch may prohibit access to Greyfinch Connect until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Integrator or any other person by reason of such prohibition of access to Greyfinch Connect. If requested by Greyfinch, Integrator shall provide supporting documentation to validate the sum of payments made to Greyfinch in adherence with Exhibit A.
5. Taxes. All Fees and other amounts that become due and payable by Integrator under this Agreement are exclusive of taxes and similar assessments. Integrator 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 Integrator hereunder, other than any taxes imposed on Greyfinch’s income.
6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Intellectual Property. As between the Parties, Integrator acknowledges and agrees that Greyfinch owns all right, title, and interest in Greyfinch Connect including but not limited to any and all software code, computer program, documentations, updates, enhancements, upgrades, revisions, improvements, and modifications of the foregoing that Greyfinch or its third-party service providers has embedded or integrated into the same, and all aggregated data, including, but not limited to any and all intellectual property rights, derivative works, improvements, modifications, updates, releases, versions, and all comments and feedback provided by Integrator related thereto. As between the Parties, Greyfinch acknowledges and agrees that Integrator owns all right, title, and interest, including all intellectual property rights, in and to, the Integrator Software and any improvements thereto, and any comments and feedback provided by Greyfinch related to the same. Each Party owns all right, title, and interest, including all intellectual property rights in and to any APIs specific to their individual systems or applications.
8. Reservation of Rights. Integrator acknowledges and agrees that access to and use of Greyfinch Connect is provided under license based on the Parties’ mutual relationship and respective business associate agreements with Provider, and not sold, to Integrator. Integrator does not acquire any ownership interest in Greyfinch Connect under this Agreement, or any other rights thereto other than to access and use Greyfinch Connect in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Greyfinch reserves and retains entire right, title, and interest in and to Greyfinch Connect, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to Integrator in this Agreement.
Neither Integrator nor anyone acting on Integrator’s behalf, including Integrator’s employees, acquire any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright or trade secrets, relating to the contents of Greyfinch Connect, including without limitation, software and information, except as otherwise expressly specified in an appropriate license or other mutually agreed upon, written agreement that Integrator may have with Greyfinch. Any grants not expressly granted herein are reserved.
9. Development of New APIs and Other Software. Subject to the terms of this Agreement, Integrator agrees to use Greyfinch’s existing API Services, and its Apps definition model to facilitate integration. From time to time, Greyfinch may have unstable endpoints which will be documented. When necessary, the Parties agree to identify, develop, and implement the integration tools, APIs, and data sharing to integrate Integrator’s Software with Greyfinch Connect. The Parties may mutually agree that additional APIs must be created to facilitate the integration contemplated by this Agreement. When the Parties agree on an API to be developed, they shall likewise agree on written documentation that specifies: (i) the API to be developed and its functionality; (ii) which Party will develop it; (iii) which Party will own it; (iv) what third party software will be used; (v) any use restrictions and responsibilities; (vi) what data will be shared; (vii) each party’s support responsibilities; (viii) service level terms (if applicable); and (viiii) any other terms as agreed by the Parties.
10. Use of Parties’ Marks. Each Party acknowledges that the other Party retains all ownership rights of and interest in their respective trademarks, service marks, logos, trade dress, or other designations, advertising, material, and any associated goodwill, whether presently existing or later developed by the Party (collectively “Marks”). Nothing contained herein shall give a Party any rights to use any Marks of the other Party in advertising, publicity or marketing materials. A Party may use the Marks of the other Party solely for purposes of carrying out its obligations under this Agreement. A Party’s use of the other Party’s Marks will not create any right, title, or interest in or to the Marks. As soon as practicable upon termination of this Agreement, all materials containing a Party’s Marks in the other Party’s possession shall be returned. A Party will promptly notify the other Party if the Party becomes aware of any infringement of any intellectual property rights in the Marks of the other Party.
11. Collection and Use of Integrator’s Information. Integrator acknowledges that when Integrator accesses or uses Greyfinch Connect, Greyfinch may use automatic means to collect information about such use. Integrator also may be required to provide certain information about Integrator as a condition to accessing or using Greyfinch Connect or certain features and functionality. All information collected through or in connection with Greyfinch Connect is subject to our Privacy Policy. By accessing, using, and providing information to or through Greyfinch Connect, Integrator consents to all actions taken by Greyfinch with respect to Integrator’s information in compliance with the Privacy Policy.
Integrator further acknowledges that Greyfinch may collect and maintain data that is accessible by virtue of the integration for purposes of improving and/or optimizing the integration and to protect Provider’s business and data continuity. Integrator further acknowledges that Greyfinch’s right to maintain such data for Provider will survive the expiration or earlier termination of the term of this Agreement.
12. Protected Health Information. Greyfinch and Integrator maintain appropriate administrative, physical, and technical safeguards to provide for continuing security and privacy of PHI or ePHI as is required by the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the Health Information Technology for Economic and Clinical Health (HITECH) Act.
Greyfinch and Integrator are both “Business Associates” (as that term is defined under HIPAA) of the Provider and shall only transmit and store PHI solely for the purpose of performing their obligations under existing contracts with Provider; and, for no commercial purpose other than the performance of such obligations and improvement of the services provided. Greyfinch is not a “Designated Record Set” holder under HIPAA. Greyfinch does not communicate medical advice.
Integrator has and will continue to maintain policies and procedures governing the collection, transfer, storage, use, and security of patient data and personal information in compliance with all applicable Privacy and Data Security Laws and Regulations. “Privacy and Data Security Laws and Regulations” means applicable laws, regulations, and/or written policies or terms of use relating to privacy; information security; data protection; the processing, sharing, and/or sale of personal data; data breach notification laws; and, to the extent applicable, the security standards promulgated pursuant to the Health Insurance Portability and Accountability Act, 45 C.F.R. § 164.302 et seq.) (“HIPAA”); the Federal Trade Commission’s Safeguards Rule, 16 C.F.R. § 314.1 et seq. (the “Safeguards Rule”); the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq. (“CCPA”); and all other applicable laws and regulations of the United States and each state and/or territory therein.
13. Business Associate Agreement. The Parties acknowledge and agree that the activities and services described herein are only possible when a Provider grants Integrator permission to access Greyfinch Connect, which may result in a Party sharing with the other Party certain Protected Health Information, defined as individually identifiable health information that is protected by HIPAA, belonging to the Provider. The Business Associate Addendum, which is attached hereto as Exhibit B and hereby incorporated by reference in its entirety, shall control with respect to matters involving or concerning Protected Health Information (as such term is defined by HIPAA).
14. Geographic Restrictions. Greyfinch Connect is based in the State of Arkansas and provides for access and use only by persons located in the United States and Canada. Integrator acknowledges that Integrator may not be able to access all or some of the content and services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If Integrator chooses to access Greyfinch Connect from locations other than the United States, Integrator does so on Integrator’s own initiative and Integrator is responsible for compliance with all applicable local use controls, laws and regulations, including those relating to the transmission of technical data exported from or imported to the United States of America or the country in which Integrator resides.
15. Updates. Greyfinch may from time to time in its sole discretion develop and provide updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features to Greyfinch Connect. These updates may also modify or delete in their entirety certain features and functionality. Integrator agrees that Greyfinch has no obligation to provide any updates or to continue to provide or enable any particular features or functionality.
Greyfinch reserves the right at any time and from time to time to modify or discontinue any of its products or services, temporarily or permanently, with or without notice. Integrator agrees that Greyfinch shall not be liable to Integrator or to any third party for any modification, suspension, or discontinuance of Greyfinch Connect.
16. Term and Termination.
(a) Term. The initial term of this Agreement begins on the Effective Date (unless otherwise agreed to in an Order or Proposal) and, unless terminated earlier pursuant to any provision of this Agreement, will continue in effect for one year from the Effective Date (or such other date) (the “Initial Term”). This Agreement will automatically renew for additional successive one-year terms unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least 60 days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).
(b) Early Termination by a Party.
(i) Termination for Breach. Either Party may terminate this Agreement, effective upon the provision of written notice, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure within a reasonable amount of time; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach.
(ii) Termination for Insolvency. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) 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; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) 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.
(iii) Termination upon Mutual Agreement. The Parties may terminate the Agreement upon written mutual consent at any time.
(iv) Termination for Convenience. This Agreement may be terminated for convenience by either party at any time upon 60 days’ written notice.
(v) Termination for Integrator’s Failure or Refusal to Provide Supporting Documentation Upon Request to Validate the Sum of Payments Made to Greyfinch. Greyfinch may immediately terminate this Agreement if Integrator fails to provide, within 5 days of Greyfinch’s written request for the same, supporting documentation to validate the sum of payments made to Greyfinch in adherence with Exhibit A.
(vi) Effect of Termination. Upon expiration or termination of this Agreement for any reason, all licenses and rights granted under this Agreement will automatically terminate and Integrator must cease using, destroy, and permanently erase all copies of Greyfinch Connect, APIs, and all other intellectual property from all devices and systems Integrator directly or indirectly controls, and each Party will cease any previously permitted use of the other Party’s Marks.
(vii) Survival. Outstanding payment obligations will survive expiration and termination of this Agreement.
(viii) Termination will not limit any of Greyfinch’s rights or remedies at law or in equity.
17. Disclaimer of Warranties. ACCESS AND USE OF THE GREYFINCH CONNECT IS PROVIDED TO INTEGRATOR “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GREYFINCH, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, GREYFINCH PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE GREYFINCH CONNECT WILL MEET INTEGRATOR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
18. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GREYFINCH OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO THE GREYFINCH CONNECT FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY INTEGRATOR FOR THE APPLICATION.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR GREYFINCH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY INCLUDES OBLIGATIONS UNDER THE BAA REFERENCED HEREIN.
19. Indemnification. Integrator agrees to indemnify, defend, and hold harmless Greyfinch and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, arising from or relating to Integrator’s use or misuse of Greyfinch Connect or breach of this Agreement, including but not limited to any data that Integrator submits, retrieves, releases, or makes available through Integrator’s use or access to Greyfinch Connect.
20. Contractor Relationship. The Parties agree that Integrator is an independent contractor under both common and statutory law and that Integrator is solely responsible for hiring its own employees and compensating such employees in accordance with state and federal law. Neither Integrator nor any of its employees is an employee, agent, partner, or joint-venturer of Greyfinch. Integrator has no authority to and shall not purport to bind, represent, or speak for Greyfinch or otherwise incur any obligation on behalf of Greyfinch for any purpose unless expressly authorized by Greyfinch.
21. Severability. If any provision of this Agreement is determined to be illegal or unenforceable under applicable law, including without limitation the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
22. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Arkansas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or Greyfinch Connect shall be instituted exclusively in the federal courts of the United States or the courts of the State of Arkansas in each case located in Little Rock, Arkansas. Integrator waives any and all objections to the exercise of jurisdiction over Integrator by such courts and to venue in such courts.
23. Dispute Resolution. Except as provided in Section 19(g) below, in the event that there is a controversy, disagreement, or dispute between the Parties related to the formation, interpretation, performance, enforcement, or breach of this Agreement (“Dispute”), representatives designated by each of the Parties shall promptly confer and devote their efforts to resolving the Dispute reasonably and in good faith. If the Dispute is not so resolved by the Parties within 14 days of a Party’s demand for the Parties to confer on the Dispute resolution, upon the demand of a Party, the matter will first be submitted for nonbinding mediation to a mutually selected impartial third-party mediator (such costs to be borne equally between the parties). The parties agree that the impartial third-party mediator must be selected within 10 days of submission of a matter for mediation and that any such mediation must be concluded within forty-five (45) days of submission. In the event the parties are unable to agree upon a mediator, the Parties will submit the mediation to the American Arbitration Association under its Commercial Mediation Rules. If the Dispute is not so resolved through nonbinding mediation, upon the demand of a Party, the matter will be submitted for binding arbitration to the American Arbitration Association under its Commercial Arbitration Rules. The mediation and arbitration will take place in Little Rock, Arkansas, unless both parties mutually agree on another location. Any award rendered in arbitration will be in writing and in the form of a reasoned award, will be final and binding on the parties, and may be confirmed as a judgment in any court having jurisdiction.
24. Equitable Relief. Integrator acknowledges and agrees that a breach or threatened breach of the use restrictions applicable to the license grant would cause Greyfinch irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Greyfinch will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
25. Limitation of Time to File Claims. Any cause of action or claim Integrator may have arising out of or relating to this Agreement or Integrator’s use and access to Greyfinch Connect not otherwise barred by Section 11, 12, or 14 of this Agreement must be commenced within one (1) year after the cause of action accrues otherwise such cause of action or claim is permanently barred.
26. Entire Agreement. This Agreement together with any exhibits hereto constitute the entire agreement between Integrator and Greyfinch with respect to Greyfinch Connect and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to Integrator’s use and access to Greyfinch Connect. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
27. Notices. All notices required or permitted hereunder must be in writing and addressed to the Parties (to the attention of CEO or equivalent) at the addresses set forth in an Order or Proposal (or to such other addresses that may be designated by the Party giving notice from time to time in accordance with this Section.) All notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or email (with proof of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (i) upon receipt by the receiving Party, and (ii) if the Party giving the notice has complied with the requirements of this Section.
28. Waiver. No failure to exercise, and no delay in exercising, on the part of Greyfinch, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
29. Assignment. Integrator may not assign or transfer any of its rights or delegate any of its obligations hereunder, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Greyfinch. Consent shall not be unreasonably withheld, conditioned, or delayed. Greyfinch may assign this Agreement in connection with the sale of all or substantially all its business or a merger without the consent of Integrator. Any purported assignment, transfer, or delegation in violation of this Section is null and void.
30. Force Majeure. Greyfinch is not responsible for any delay or interruption of services provided by Greyfinch Connect that are caused by weather, fire, earthquake, or any other event beyond its control; provided, in those situations, Greyfinch will use reasonable efforts, under the circumstances, to notify both Integrator and the Provider of the cause of such delay and to resume services as soon as possible.
31. Survival. The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof by either or both Parties shall so survive the expiration or earlier termination of the term of this Agreement.
32. Counterparts. This Agreement may be executed in two or more counterparts, including by electronic signature and facsimile, and transmitted by electronic-mail, telefacsimile, or other electronic means, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.