This Topco Data Sharing Addendum (this “Addendum”) is incorporated into and forms part of the agreement between MedMe Health U.S., Inc. (“MedMe”) and the customer (“Customer”) pursuant to which MedMe provides services to Customer, such agreement being either: (a) the Software-as-a-Service Agreement located at https://www.medmehealth.com/saas-agreement; or (b) a Master Subscription and Services Agreement or other written agreement signed by both Parties (the applicable agreement, the “Customer Agreement”). This Addendum is entered into as of the effective date of the Customer Agreement. For the avoidance of doubt, where the Customer Agreement is the Software-as-a-Service Agreement, the entity referred to therein as “Subscriber” shall be deemed the “Customer” for the purposes of this Addendum.
In the event of a conflict between this Addendum and the Customer Agreement solely with respect to the sharing of Customer’s data with Topco, this Addendum governs.
1.a Topco Associates, LLC (“Topco”) provides sourcing and procurement services to its member-owners (each, a “Topco Member”).
1.b Customer is a Topco Member and, as such, may participate in a procurement program (the “Program”) that Topco has negotiated with MedMe on behalf of its member-owners.
1.c In connection with Customer’s participation in the Program, MedMe has agreed to offer Customer discounted pricing on MedMe’s software products and/or services (together, the “Products”) and remit rebates to Topco (“Rebates”) calculated on the basis of Shared Data reflecting Topco Members’ usage of the Products. To do so, MedMe must disclose Shared Data to Topco to verify each Topco Member’s participation in the Program and calculate the Rebates.
1.d Customer wishes to authorize MedMe to disclose Shared Data to Topco with respect to Customer’s participation in the Program, on the terms set forth in this Addendum.
Capitalized terms not otherwise defined in this Addendum shall have the meanings ascribed to them in the applicable Customer Agreement. The following terms shall have the meanings set forth below:
2.a “Anonymized Data” means personal information that has been irreversibly and permanently modified, in accordance with generally accepted industry standard practices to remove personal identifiers from the information such that the resulting information does not identify, and cannot reasonably be used to identify, any individual.
2.b “Shared Data” means the aggregated data that has been Anonymized that MedMe may share with Topco relating to Customer’s participation in the Program and use of the Products under the Customer Agreement, to the extent such data is available. Shared Data consists solely of data regarding the types and volumes of Products used by Customer, and does not include any Protected Health Information (as defined under HIPAA), clinical records, prescriptions, or any information that identifies or could reasonably be used to identify any individual patient or Customer.
3.a Customer hereby authorizes MedMe to disclose Shared Data to Topco solely for the Permitted Purposes (defined below), subject to the terms and conditions of this Addendum. Such authorization is limited to Shared Data and is coterminous with the term of this Addendum.
4.a Permitted Purposes. MedMe may disclose Shared Data with Topco solely to: (i) verify Customer’s active participation in the Program; (ii) calculate Rebates payable by MedMe to Topco based on Customer’s usage of the Products; and (iii) enable Topco to develop performance analytics, benchmarking tools, and scorecards to support Topco Members in evaluating operational and financial performance (collectively, the “Permitted Purposes”).
4.b Restrictions. MedMe has, through its contractual arrangements with Topco, required that Topco use Shared Data solely for the Permitted Purposes.
4.c Disclaimer of Liability. MedMe shall, pursuant to its written agreement with Topco, contractually obligate Topco to use Shared Data solely for the Permitted Purposes. Notwithstanding the foregoing, MedMe shall have no liability arising out of or relating to Topco’s use, misuse, or further disclosure of Shared Data once MedMe has disclosed such data to Topco in accordance with this Addendum.
5.a Term. This Addendum is effective as of the Effective Date and continues until the earlier of: (a) termination of the Customer Agreement; (b) termination of Customer’s participation in the Program; and (c) either Party’s written notice to the other.
5.b Termination of Program Participation. Customer shall provide written notice to MedMe at least thirty (30) days prior to the termination of Customer’s participation in the Program.
5.c Effect of Termination. Upon expiration or termination of this Addendum, MedMe will cease disclosing Shared Data with Topco with respect to Customer, subject to any obligations under applicable law.
6.a This Addendum, together with the Customer Agreement, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, and understandings relating thereto. Any provisions of this Addendum which by their nature are intended to survive the expiration or termination of this Addendum will so survive and continue in full force and effect. This Addendum is governed by and construed in accordance with the governing law and dispute resolution provisions of the applicable Customer Agreement. If any provision of this Addendum is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. MedMe may update this Addendum from time to time. The version in effect at the time Customer entered into the applicable Customer Agreement shall govern, unless the Parties otherwise agree in writing.