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<br />Enterprise Agreement
<br />1Life Healthcare, Inc. Confidential Information
<br />REV: 11-16-2021 MI
<br />Exhibit 3
<br />1LIFE ENTERPRISE TERMS
<br />These ENTERPRISE TERMS are incorporated by reference into the Order Schedule executed by 1LIFE HEALTHCARE, INC., a Delaware corporation
<br />(“1Life”) and the Customer whose name appears on the Order Schedule. Together, these Enterprise Terms and the Order Schedule form a binding
<br />agreement of the parties (the “Agreement”) as of the Effective Date set forth in the Order Schedule. Capitalized terms not defined herein shall
<br />have the same meanings ascribed to such terms in the Order Schedule.
<br />The parties, intending to be legally bound, hereby agree as follows:
<br />1. Enterprise Subscription. Customer hereby agrees to purchase a 1Life Enterprise Subscription valid for the dates shown on the Order Schedule.
<br />The 1Life Enterprise Subscription includes access to a discounted Membership for each Eligible Customer Participant based on the Enterprise
<br />Benefit Offering shown on the Order Schedule, any Expanded Offerings selected by Customer or other services as set forth on the Order Schedule.
<br />Customer understands that the Expanded Offerings may require the cooperation of Customer and availability, timing, and delivery of such services
<br />shall be dependent in part upon Customer’s timely cooperation and communication with 1Life regarding such services. Customer acknowledges
<br />that it is purchasing access to Memberships solely for the benefit of its employees, contractors or other individuals as specifically stated on the
<br />Order Schedule. Customer agrees that it may not resell, offer or arrange for sale, sublicense or otherwise transfer, charge fees or receive
<br />remuneration for these Memberships.
<br />2. Code Redemption. If 1Life issues an activation code (the “Code”) to Customer, Customer shall distribute such Code to all Eligible Customer
<br />Participants. Each Eligible Customer Participant who presents the Code via the 1Life website and agrees to the Terms of Service prior to the
<br />Program End Date will receive a Membership or have such person’s Membership renewed. Only Eligible Customer Participants may redeem the
<br />Code or otherwise activate a Membership. All Memberships terminate when the Agreement expires or otherwise terminates.
<br />3. Term. The Agreement will take effect on the Effective Date and will remain in effect until the Subscription End Date; provided, however, that
<br />Sections 3 through 8 shall survive.
<br />4. Disclaimer and Limitation of Liability. 1LIFE DOES NOT RENDER MEDICAL OR HEALTH CARE RELATED SERVICES OR TREATMENTS TO ELIGIBLE
<br />CUSTOMER PARTICIPANTS. ACCORDINGLY, NEITHER CUSTOMER NOR 1LIFE IS RESPONSIBLE FOR THE HEALTH CARE OR OTHER SERVICES THAT
<br />ARE DELIVERED BY ONE MEDICAL. ONE MEDICAL AND ITS SERVICE PROVIDERS ARE SOLELY RESPONSIBLE FOR THE HEALTH CARE OR OTHER
<br />SERVICES THEY DELIVER. THE CODES, MEMBERSHIPS AND ANY RELATED SERVICES PURSUANT HERETO, ARE PROVIDED “AS IS” AND “WHERE-IS.”
<br />1LIFE EXPRESSLY DISCLAIMS ALL OTHER EXPRESS WARRANTIES OR CONDITIONS, AND ALL OTHER WARRANTIES, CONDITIONS, AND OBLIGATIONS
<br />IMPLIED IN LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY
<br />BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF
<br />DATA, LOSS OF USE, LOSS OF PROFITS OR LOSS OF SAVINGS OR REVENUE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
<br />1LIFE’S AGGREGATE LIABILITY TO CUSTOMER FOR ANY REASON AND UPON ALL CLAIMS AND CAUSES OF ACTION HEREUNDER WILL BE LIMITED
<br />TO THE AMOUNT OF FEES PAID BY CUSTOMER TO 1LIFE DURING THE APPLICABLE SUBSCRPTION TERM. THIS LIMITATION APPLIES TO ALL CAUSES
<br />OF ACTION OR CLAIMS INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR
<br />OTHER TORTS.
<br />5. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to
<br />the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient; if not, then on the next
<br />business day, (c) three days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) on the next
<br />business day following deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
<br />All communications shall be sent to the party to be notified, in the case of 1Life at the address set forth below, and in the case of the Customer,
<br />pursuant to the Customer Contact Information set forth on the Order Schedule, or at such other address or electronic mail address as such party
<br />may designate by 10 days’ advance written notice to the other parties hereto:
<br />1Life Healthcare, Inc.
<br />One Embarcadero, 19th Floor
<br />San Francisco, CA 94111
<br />Attention: Legal Department;
<br />AND
<br />notices@onemedical.com
<br />6. Confidentiality. The recipient will not disclose Confidential Information (as defined below), except to affiliates, employees, agents or
<br />professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep
<br />it confidential. The recipient will ensure that those people and entities use the Confidential Information only to exercise rights and fulfill
<br />obligations under this Agreement, while using reasonable care to keep it confidential. The recipient may also disclose Confidential Information
<br />when required by law, including without limitation and if applicable, the California Public Records Act, after giving reasonable notice to the
<br />discloser (but not less ten [10] business days), if permitted by law. “Confidential Information” means information that one party discloses to the
<br />other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the
<br />circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was
<br />independently developed by the recipient, or that was lawfully given to the recipient by a third party. The mere existence and nature of a
<br />commercial relationship between the parties is not Confidential Information, but the economic terms of this Agreement shall be Confidential
<br />Information.
<br />7. Governing Law; Dispute Resolution. This Agreement will be governed by the laws of California. Any dispute, claim or controversy arising out of
<br />or relating to this Agreement shall be determined by binding arbitration in San Francisco, California before three arbitrators. The arbitration shall
<br />be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in
<br />those Rules. The parties shall maintain the confidential nature of the arbitration proceeding, including the hearing, and any award resulting
<br />therefrom, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in
<br />connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required
<br />ATTY/AGR.2021.286/One Medical (Page 8 of 11)
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