TERMS OF AGREEMENT
The purpose is to establish a relationship between Health4TheWorld and the Institution whereby a team of people at the Institution will act as one of Health4TheWorld’s Humanitarian Innovation Hubs, for purposes of improving medical education for healthcare providers and access to healthcare in under-resourced communities worldwide. The Institution is hereinafter referred to as “Humanitarian Innovation Hub.”
Health4TheWorld and Humanitarian Innovation Hub will work together to improve health awareness and education for patients and help local providers provide better care by collaborating with Health4theworld and other Humanitarian Innovation Hubs around the world in various projects including:
- Global Education
- Research Mentorship
- Health Awareness
The above goals will be accomplished by a combination of various work and operations set forth on Exhibit A which include global education & research mentorship hereto, which is incorporated herein by reference. In addition to the operations contemplated on Exhibit A, additional work may be undertaken in the future as mutually agreed upon by Health4TheWorld and Humanitarian Innovation Hub, in which case the parties will agree on addendums to Exhibit A as necessary.
The parties hereby agree to the following:
- Education and Research mentorship: work on collaborative projects on education and research mentorship as discussed in Exhibit A.
This MOU is at-will and may be terminated at any time by Health4TheWorld or Humanitarian Innovation Hub. This MOU may be modified by mutual consent of Health4TheWorld and Humanitarian Innovation Hub. This MOU will become effective upon signature by the authorized officers/representatives of Health4TheWorld and Humanitarian Innovation Hub and will remain in effect until terminated by either party.
This MOU is not a commitment of funds. There will be no funds or donations of any kind from Health4TheWorld to Humanitarian Innovation Hub. Health4TheWorld does not expect any funds or donations in return.
Health4TheWorld’s educational services may include live or pre-recorded online lectures, onsite training, available via mobile applications and other forms of knowledge transfer technologies. Health4TheWorld’s educational services are hosted online on the Health4theworld Academy platform, and can also be accessed on the Health4theworld Academy YouTube channel with subtitles in multiple languages.
The parties agree that any data, recordings, or other content, including the intellectual property rights related to such content, which is jointly developed through the activities of Humanitarian Innovation Hub contemplated by this MOU, will be jointly owned and both Humanitarian Innovation Hub and Health4TheWorld and each party will have the right to use such content and intellectual property rights for any non-profit and non-commercial purposes without the need to account to the other party or obtain the other party’s consent.
CONSENT FOR MEDIA
Humanitarian Innovation Hub hereby irrevocably grants to Health4TheWorld permission to freely use, reproduce, broadcast and distribute (or have used, reproduced, published and distributed) any films and photographs in which the health professionals and patients appear, in any format and through any medium whatsoever, to promote the activities of Health4TheWorld, including but not limited to audio-visual materials, news reports, web pages, publicity, promotional, advocacy, social media, fundraising and campaign purposes concerning the same. In connection with the foregoing, Humanitarian Innovation Hub agrees that Health4TheWorld will, at its discretion, have the right to change, edit and treat the films and photographs so long as such edit does not misrepresent the individuals featured in the film or photograph.
EMPLOYEES OF HUMANITARIAN INNOVATION HUB ARE NOT (AND WILL NOT BE DEEMED) EMPLOYEES OF HEALTH4THEWORLD OR VICE VERSA. THIS RELATIONSHIP IS NOT INTENDED TO CREATE OR GUARANTEE ANY EMPLOYMENT RELATIONSHIP FOR ANY PERSON.
ALL INFORMATION SHARED IN PURSUANT TO THIS MOU IS SOLELY MEANT AS EDUCATIONAL CONTENT FOR PROVIDERS WHO ASSUME THE PRIMARY RESPONSIBILITY FOR PATIENT CARE AND OUTCOMES. NO INFORMATION SHARED THROUGH THIS RELATIONSHIP (BY HEALTH4THEWORLD OR HUMANITARIAN INNOVATION HUB) IS MEDICAL ADVICE FOR PATIENT CARE. HUMANITARIAN INNOVATION HUB UNDERSTANDS AND AGREES THAT HEALTH4THEWORLD IS NOT PROVIDING MEDICAL ADVICE OR MEDICAL CARE TO HUMANITARIAN INNOVATION HUB’S PATIENTS.
HUMANITARIAN INNOVATION HUB UNDERSTANDS AND AGREES THAT HEALTH4THEWORLD SERVICES ARE INTENDED FOR INFORMATIONAL, EDUCATIONAL AND RESEARCH PURPOSES ONLY. IT IS NOT, AND IS NOT INTENDED, FOR USE IN THE DIAGNOSIS OF DISEASE OR OTHER CONDITIONS, OR IN THE CURE, MITIGATION, TREATMENT, OR PREVENTION OF DISEASE, IN HUMANS OR ANY OTHER SPECIES. HEALTH4THEWORLD DOES NOT REPRESENT THAT ANY INFORMATION CONTAINED IN ANY OF HEALTH4THEWORLD’S CONTENT IS ACCURATE, ADEQUATE OR COMPLETE IN ANY RESPECTS. WHILE HEALTH4THEWORLD AGREES TO MAKE REASONABLE EFFORTS TO PROVIDE ACCURATE AND UP-TO-DATE INFORMATION, HEALTH4THEWORLD IS NOT RESPONSIBLE FOR ANY ERRORS, OMISSIONS, AND/OR OUTCOMES RESULTING FROM THE USE OF ANY OF HEALTH4THEWORLD’S CONTENT OR INFORMATION. HEALTH4THEWORLD’S SERVICES MAY BE USED BY DOCTORS, NURSES, THERAPISTS AND HEALTHCARE WORKERS IN FOREIGN COUNTRIES. HEALTHCARE PROVIDERS MUST EXERCISE THEIR OWN INDEPENDENT CLINICAL JUDGMENT WHEN USING THE SERVICES IN CONJUNCTION WITH PATIENT CARE, AND HUMANITARIAN INNOVATION HUB AGREES TO INFORM SUCH HEALTHCARE PROVIDERS OF THE FOREGOING. HEALTHCARE PROVIDERS TAKE FULL RESPONSIBILITY FOR PATIENT CARE WHEN USING THE HEALTH4THEWORLD SERVICES, CONTENT OR INFORMATION. ANY MEDICAL MALPRACTICE LIABILITY SHALL BE THE RESPONSIBILITY OF HUMANITARIAN INNOVATION HUB OR THE APPLICABLE HEALTHCARE PROVIDER. IN NO EVENT SHALL HEALTH4THEWORLD BE LIABLE FOR ANY ACTS OR OMISSION OF HUMANITARIAN INNOVATION HUB OR ANY HEALTHCARE PROVIDERS.
CERTIFICATE LIMITATIONS – HEALTH4THEWORLD IS NOT AN ACCREDITED BODY, AND AS A RESULT, THE CERTIFICATES RECEIVED ONLINE VIA THE HEALTH4THEWORLD ACADEMY PLATFORM CANNOT BE USED FOR FORMAL ACCREDITATION. NO REFERENCE SHOULD BE MADE OF BEING ENDORSED OR CERTIFIED BY HEALTH4THEWORLD.
THE ONLINE CERTIFICATE DOES NOT CONSTITUTE A CERTIFICATE OF COMPETENCE NOR A LICENSE TO PRACTICE NOR CAN BE COUNTED A CREDIT. ANY EMPLOYER MUST NOT RELY ON ANY EXTENT ON ESTABLISHING THAT THIS IS A PROOF OF CLINICAL CAPABILITIES FOR CLINICAL PRACTICE. HEALTH4THEWORLD IS NOT LIABLE FOR THE PERFORMANCE OR CLINICAL KNOWLEDGE OF THE INDIVIDUAL. THE CERTIFICATE DOESN’T VERIFY THE IDENTITY OF THE INDIVIDUAL
Humanitarian Innovation Hub certifies that neither Humanitarian Innovation Hub nor any of Humanitarian Innovation Hub’s officers, directors, agents, representatives or direct or indirect owners is a Prohibited Party pursuant to any U.S. sanctions law, rule, or regulation. For purposes of this MOU, a “Prohibited Party” is (i) any individual or entity listed on any of the various U.S. government lists of sanctioned, designated, or debarred parties, including without limitation the Specially Designated Nationals list administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control; (ii) any entity owned 50% or more in the aggregate by the foregoing; or (iii) any individual or entity that is located, incorporated, or established in, a citizen, national or resident of, or the government of, any country or region subject to comprehensive U.S. sanctions (as of the date hereof, the Crimea region of Ukraine, Cuba, Iran, Syria and North Korea). Humanitarian Innovation Hub further certifies that it will not provide, or authorize the provision of, any Health4TheWorld products or services to, or for the benefit of, any Prohibited Party, whether directly or indirectly.
Humanitarian Innovation Hub agrees that the execution of this MOU and the performance of the activities set forth herein are, and will be, in strict compliance with all applicable anti-corruption laws and regulations, including but not limited to the United States Foreign Corrupt Practices Act. Accordingly, Humanitarian Innovation Hub acknowledges and agrees that no aspect of this MOU shall be used for the personal benefit or enrichment of any government official or any family member or close business associate of a government official. Humanitarian Innovation Hub further acknowledges and agrees that in connection with this MOU, it has not received, accepted, or used anything of value in violation of applicable anticorruption laws and regulations.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE HEALTH4THEWORLD PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE OR SERVICES; (B) ANY CONDUCT OF ANY PARTY OTHER THAN THE APPLICABLE HEALTH4THEWORLD PARTIES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT ; (C) ANY CONTENT OBTAINED FROM THE WEBSITE OR SERVICES,; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR USER CONTENT OR ANY INFORMATION PROVIDED BY YOU. IN NO EVENT SHALL THE HEALTH4THEWORLD PARTIES’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE WEBSITE AND/OR SERVICES EXCEED THE GREATER OF TWENTY U.S. DOLLARS ($20) OR THE TOTAL AMOUNT OF FEES RECEIVED BY HEALTH4THEWORLD FROM YOU FOR THE USE OF PAID FUNCTIONS OF THE WEBSITE AND SERVICES DURING THE PAST SIX (6) MONTHS. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE HEALTH4THEWORLD PARTIES, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO HEALTH4THEWORLD’S ABILITY TO MAKE THE WEBSITE AND SERVICES AVAILABLE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS. YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE WEBSITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Humanitarian Innovation Hub agrees to indemnify, defend, and hold harmless the Health4TheWorld Parties from any and all claims, liabilities, expenses, and damages, including reasonable attorneys’ fees and costs, made by any third party arising from or related to: (a) your use or attempted use of the Website and/or Services in violation of these Terms; (b) your violation of any law or rights of any third party; (c) the User Content; or (d) or any claim of infringement or misappropriation of intellectual property or other proprietary rights of any person or entity by you.
GOVERNING LAW AND JURISDICTION
The Services are managed by Health4TheWorld, which is located in Palo Alto, California, USA. Humanitarian Innovation Hub agrees that any dispute arising under or related to these Terms will be governed by the laws of the United States of America and the State of California, excluding its conflicts of law provisions. Humanitarian Innovation Hub further consents to the personal jurisdiction of and exclusive venue in the federal and state courts located in and serving Palo Alto, California as the legal forum for any such dispute, and waive any objection as to inconvenient forum.
I agree with the terms of agreement and conditions as stated above. By providing my signature below, as of this date, my Institution “Humanitarian Innovation Hub.” enters in to an agreement with Health4TheWorld, a California nonprofit public benefit corporation, with a principal place of business located in Palo Alto, California.