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Definitive Healthcare, Terms of Use

The terms and conditions set forth herein (“Terms of Use”) apply when you visit, view, use, or access Definitive Healthcare materials, content or platform via the Snowflake Marketplace, (collectively, the “Platform”). Whether as a guest or a registered user, you agree to the Terms of Use set forth herein.

Terms of Use

The Terms of Use, including any updates thereto, shall be the governing terms for use of the Platform. If you do not agree to these Terms of Use, you are not permitted to use the Platform. Definitive Healthcare reserves the right to update the Terms of Use at any time without any notice to you. It is your responsibility to review these Terms of Use, as it creates a binding legal agreement between you and Definitive Healthcare. If you use the Platform after we have changed any of the Terms of Use, you are agreeing to all of the changes.

Permitted Use and Term

Definitive Healthcare grants to you, a non-transferable and non-exclusive right to use the Platform for your internal business purposes, subject to the terms set forth herein. You shall not sell, publish, disclose or otherwise transfer, make available or make available or distribute the content from the Platform, in whole or in part, or assign any of its rights under the Terms of Use to any other party. unless otherwise agreed to by Definitive Healthcare in writing, use of the Platform and any content therein shall not exceed 3 months (the “Term”). At the end of the Term, you agree to destroy all content received from the Platform. You agree to comply with reasonable requests to ensure compliance withthis section.

Proprietary Materials

You acknowledge and agrees that all proprietary rights in the Platform are and shall remain the sole property of Definitive Healthcare and its third-party licensors. Definitive Healthcare retains full rights to the application, licensing, and data, which may not be published or distributed in any form without the express written consent of Definitive Healthcare.

Warranty Disclaimer

Definitive Healthcare provides the Platform and its contents “as is”. The portion of data in the Platformthat has been obtained from public sources is believed to be reliable but may not necessarily be complete, nor does Definitive Healthcare guarantee the accuracy or completeness of the data.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER LAW, DEFINITIVE HEALTHCARE AND ITS AFFILIATES, SUPPLIERS AND PARTNERS HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM OR ANY CONTENT PROVIDED BY OR THROUGH THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, DEFINITIVE HEALTHCARE’S LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, LICENSORS, AND OTHER CONTRACTORS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO AN AMOUNT EQUAL TO THE GREATER OF (A) $100, (B) OR THE ACTUAL THE FEES PAID BY YOU TO DEFINITIVE HEALTHCARE UNDER THE ORDER FOR THE PLATFORM WHICH IS THE SUBJECT OF THE CALIM.

Indemnity. You agree to indemnify and hold harmless Definitive Healthcare and its affiliates, suppliers, partners, officers, agents, and employees from and against any claim, demand, losses, damages or expenses (including reasonable attorney’s fees) arising from your violation of these Terms of Use or your violation of any rights of any third-party.

Privacy

Any personal data submitted in connection with your use of the will be processed by Definitive Healthcare in accordance with its Privacy Notice available here: https://www.definitivehc.com/privacy-policy, which is hereby incorporated by this reference.

Export Controls

The Platform may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not access or use the Platform in a U.S. embargoed country or in violation of any U.S. export law or regulation.

General Terms

Governing Law. The Terms of Use shall be governed by the laws of the Commonwealth of Massachusetts without regard to the conflict of laws provisions thereof which would require the application of laws of a jurisdiction of other than such state. In the event a dispute arises in connection with the Terms of Use, the courts located in the Commonwealth of Massachusetts and the appropriate appellate courts therefrom shall have exclusive jurisdiction and the parties hereby irrevocably submit to the jurisdiction of such courts.

Waiver. No waiver by any party of any breach of the Terms of Use or failure of any party to take action to enforce or assert any right or remedy hereunder shall be deemed a waiver of any prior, concurrent or subsequent breach. No waiver shall be effective unless it is made in writing.

Severability. If at any time a provision of the Terms of Use or portion thereof is found to be invalid or unenforceable under applicable law, it shall be omitted from the Terms of Use without invalidating or rendering unenforceable the remainder of such provision or the remaining provisions of the Terms of Use.

Equitable Relief. Breach of the Terms of Use may cause us irreparable damage, for which the award of damages would not be adequate compensation. Definitive Healthcare may institute an action to enjoin you from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and we may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity.

Non-Disparagement. You will not make any false, misleading or disparaging statements regarding Definitive Healthcare or its affiliates or their technology or services, or their capabilities, features, functions or performance, including without limitation in or in the course of any sales, marketing, publicity, and other activities under the Terms of Use.

Notices. All notices shall be sent to:
Definitive Healthcare, LLC
492 Old Connecticut Path
Framingham, MA 01071
Attn: Legal Department