THAT
IT IS THE OWNER OF THE MEDECISION PRODUCTS AND THAT IT HAS THE RIGHT AS A
DISTRIBUTOR TO GRANT THE LICENSEES TO THE THIRD PARTY PRODUCTS LICENSED ON A
SCHEDULE TO THIS AGREEMENT.
6.3.
DISCLAIMER.
THE PRODUCTS WERE DEVELOPED AS
TOOLS TO BE USED AS AN ADJUNCT TO GOOD PROFESSIONAL JUDGMENT BY THE CUSTOMER'S
STAFF AND DO NOT REPLACE OR SUPERSEDE PROFESSIONAL JUDGMENT AND DISCRETION OR
THE USE OF PHYSICIANS AND PSYCHOLOGISTS TO MAKE DECISIONS REGARDING THE
PERFORMANCE OF THEIR PEERS.
THEREFORE, IT IS THE RESPONSIBILITY OF THE
CUSTOMER'S STAFF AND CONSULTANTS, USING THEIR PROFESSIONAL JUDGMENT, TO APPLY OR
NOT APPLY THE PRODUCTS DURING THE REVIEW OF INDIVIDUAL CASES.
THE CUSTOMER
AGREES THAT IT HAS THE LAST AND BEST OPPORTUNITY TO DETERMINE IF THE PRODUCTS
ARE CORRECT AND
*** Confidential material which has been omitted and filed separately with the
Securities and Exchange Commission.
4
APPLICABLE IN THE REVIEW OF INDIVIDUAL CASES.
THE PRODUCTS ARE NOT AND ARE NOT
INTENDED TO BE MEDICAL DIAGNOSTIC TOOLS AND THE PRODUCTS ARE NOT INTENDED TO
ENABLE CUSTOMER TO ESTABLISH MEDICAL TREATMENT REGIMENS.
THE PRODUCTS ARE NOT
AND ARE NOT INTENDED TO BE A MEDICAL OPINION AND ARE NOT A SUBSTITUTE FOR
MEDICAL DIAGNOSIS, TREATMENT OR OTHER CARE RENDERED BY A LICENSED MEDICAL
PROFESSIONAL PRACTITIONER.
MEDECISION DOES NOT REPRESENT, WARRANT OR GUARANTEE
THE TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY OF THE CONTENT.
MEDECISION
DOES NOT ENDORSE ANY SPECIFIC DISEASE MANAGEMENT INTERVENTIONS OR MEDICAL
MANAGEMENT GUIDELINES THAT MAY BE TRIGGERED BY USE OF THE HOSTED PRODUCTS.
MEDECISION ACKNOWLEDGES THAT CUSTOMER'S RELIANCE ON CONTENT POSTED IN THE
PRODUCTS OR DOCUMENTATION AND THEIR FUNCTIONALITY IS AT CUSTOMER'S OWN RISK.
EXCEPT AS SET FORTH IN THIS AGREEMENT, MEDECISION EXPRESSLY DISCLAIMS ANY OTHER
WARRANTIES, WITH RESPECT TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ALL
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.
LIMITATION OF LIABILITY.
EACH PARTY'S
LIABILITY FOR ANY CAUSE OF ACTION ARISING UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR OTHERWISE (WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE) WILL BE
LIMITED TO [***]. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO,
LIABILITY FOR LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS.
THE
FOREGOING RESTRICTIONS SHALL NOT APPLY WITH RESPECT TO LIABILITY ARISING OR
RESULTING FROM, OR ATTRIBUTABLE TO, ANY OF THE FOLLOWING CIRCUMSTANCES:
(I) ANY
BREACH OR VIOLATION OF SECTION 4.1 (CONFIDENTIALITY); OR (II) CLAIMS THAT ARE
THE SUBJECT OF THE INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 8.
8.
INDEMNITIES.
8.1.
INDEMNIFICATION BY MEDECISION.
MEDECISION SHALL
BE SOLELY FINANCIALLY RESPONSIBLE FOR AND SHALL DEFEND INDEMNIFY AND HOLD
HARMLESS CUSTOMER, ITS AFFILIATES, ITS AND THEIR DIRECTORS, OFFICERS, ATTORNEYS,
AGENTS, EMPLOYEES AND REPRESENTATIVES (COLLECTIVELY, THE "INDEMNITEES") FROM AND
AGAINST ANY CLAIMS MADE BY THE INDEMNITEES OR THIRD PARTIES WHICH ARE
ATTRIBUTABLE TO OR ARISING FROM:
(I) ANY BREACH OR ALLEGED BREACH OF THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6