To access the PREVENT™ source code for the authorized uses outlined below, please agree to the following Terms and Conditions:
THE AMERICAN HEART ASSOCIATION, INC. AND/OR ITS AFFILIATES (“AHA”) IS WILLING TO GRANT ACCESS TO PREVENT™ TO YOU AS THE INDIVIDUAL, COMPANY, OR LEGAL ENTITY THAT WILL BE UTILIZING PREVENT™ (REFERENCED BELOW AS “LICENSEE”) ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW). BY ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THIS AGREEMENT. AHA AND LICENSEE MAY EACH ALSO BE REFERRED TO AS A “PARTY” AND TOGETHER, THE “PARTIES”.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE UTILIZING THE PLATFORM TO ACCESS PREVENT™. THESE TERMS AND CONDITIONS CONSTITUTE A LICENSE AGREEMENT (“AGREEMENT”) THAT IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN AHA AND LICENSEE. BY INDICATING CONSENT ELECTRONICALLY, OR ACCESSING OR OTHERWISE USING PREVENT™, LICENSEE AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO THIS AGREEMENT, DO NOT INDICATE CONSENT ELECTRONICALLY AND MAKE NO FURTHER USE OF THE PLATFORM.
- Definitions.
“Affiliates” - those corporations and other entities that are controlled by, controlling, or under common control with a Party.
“PREVENT™ - AHA has developed the Predicting Risk of cardiovascular disease EVENTs (PREVENT™), which includes but is not limited to related materials (e.g., underlying data compilations and information, code, and calculators) (collectively, “PREVENT™”).
- Access and Use.
Authorized Uses: Subject to and conditioned on Licensee’s acceptance and compliance with this Agreement, AHA hereby grants Licensee, and Licensee hereby accepts, a limited, revocable, non-exclusive, non-transferrable right to access PREVENT™ solely for the following activities:
- PREVENT™ may be used as a screening tool to help determine a person's potential risk of cardiovascular disease, atherosclerotic cardiovascular disease, and heart failure.
- PREVENT™ may be used as an optional risk stratification tool that may provide assessment for cardiovascular disease.
- PREVENT™ may be used as one of the shared decision-making tools to evaluate treatment decisions between a patient and their healthcare professional.
- PREVENT™ may be used for research and academic purposes.
- PREVENT may be used for indirect commercial monetization within broader solutions.
Restricted & Prohibited Uses:
- PREVENT™ may not be used as a diagnostic tool.
- PREVENT™ may not be used to make independent treatment decisions.
- PREVENT™ may not be used as a screening tool for other health conditions.
- Direct monetization by the sale of or the use of the PREVENT™ risk calculator is strictly prohibited.
- PREVENT™ may not be sub-licensed to any other party.
- No use of AHA trademarks is allowed by Licensee, although the Attributions & Version Notice provided below is required.
- Combining PREVENT™ with additional risk assessments to create a modified version of PREVENT™ is not permitted.
Permitted Allowable Derivatives:
- PREVENT™ may be embedded into digital platforms, applications, and portals.
- PREVENT™ may be incorporated in its entirety into other risk calculator tools.
- Use of PREVENT™ within an existing risk calculator is allowed.
3. Ownership and Intellectual Property.
As between the Parties, AHA and its Affiliates own and hold all right, title and interest in and to PREVENT™, including without limitation, all underlying data compilations and information, all materials related to PREVENT™. Licensee acknowledges AHA’s superior rights and understands that Licensee receives only a limited right and license to use PREVENT™ as set forth in the Agreement. AHA reserves all other rights. AHA may monitor Licensee’s access to PREVENT™. Licensee or any of its employees or contractors sends or transmits any communications or materials to AHA by mail, email, telephone, or otherwise, suggesting or recommending changes to the AHA intellectual property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), AHA is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Licensee hereby assigns to AHA on Licensee’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and AHA is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any reason whatsoever, although AHA is not required to use any Feedback.
4. Required Attributions and Version Notice.
Licensee must include the following attribution statement and notice of version in all public facing documents, publications, or materials:
- “The PREVENTTM equations were developed by select members of the American Heart Association Cardiovascular-Kidney-Metabolic Scientific Advisory Group. The risk equations were derived and validated in a large, diverse sample of over 6 million individuals.[1], [2]
[1] Khan SS, Matsushita K, Sang Y, et al. Development and Validation of the American Heart Association Predicting Risk of Cardiovascular Disease EVENTs (PREVENTTM) Equations. Circulation 2023. DOI: 10.1161/CIRCULATIONAHA.123.067626(link opens in new window).
[2] Khan SS, Coresh J, Pencina MJ, et al. Novel Prediction Equations for Absolute Risk Assessment of Total Cardiovascular Disease Incorporating Cardiovascular-Kidney-Metabolic Health: A Scientific Statement From the American Heart Association. Circulation 2023;148(24):1982-2004. DOI: 10.1161/CIR.0000000000001191(link opens in new window).”
- If PREVENTTM is not used in whole, the following statement must be included in conjunction with the attribution statement. “The information provided herein is based in part on PREVENTTM, which is the American Heart Association’s (AHA) online risk calculator for primary prevention patients. The use of the AHA’s material is limited to certain aspects of PREVENTTM.”
- Licensee must include the following disclaimer. “The information derived from the use of PREVENTTM is based on PREVENTTM 1.0.0. Updates and future adaptations of PREVENTTM may yield different results and conclusions."
5. Trademarks.
“American Heart Association”, “PREVENT™”, the AHA and PREVENT™ logos, and all AHA product names are trademarks or service marks of AHA or its affiliates (collectively, the “Marks”). No right or license to use the Marks is granted under this Agreement without AHA’s express prior written approval. Licensee shall not use the Marks in any advertising or promotional materials, nor shall Licensee disclose AHA as a data source to any third party, except for such disclosures required by federal, state or local government regulations, or as otherwise may be prior authorized in writing by AHA or under this Agreement. Licensee shall not remove, alter or obscure any Marks or proprietary notices contained in PREVENT™ or other materials provided by AHA.
6. Confidential Information.
Either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, that is/and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party may not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order must first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party must promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Indemnification.
Licensee shall indemnify, defend and hold AHA harmless from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from a claim, suit or proceeding brought against AHA by a third party arising out of or related to the use of PREVENT™ by the Licensee, Licensee’s provision of or AHA’s use of any data, documentation or other materials provided by Licensee under this Agreement and/or or Licensee’s breach of this Agreement.
8. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AHA BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF AHA IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
9. Disclaimer.
PREVENT™ IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANT-ABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO AHA), OR ARISING FROM A COURSE OF DEALING, USAGE, TRADE PRACTICE. AHA DOES NOT REPRESENT OR WARRANT THAT PREVENT™ IS COMPLETE OR FREE FROM ERROR OR WILL BE AVAILABLE 24 HOURS PER DAY, 7 DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN PREVENT™, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE.
10. Term and Termination.
This Agreement will be effective upon Licensee’s acceptance of these terms and conditions, as indicated by checking the consent box below (“Effective Date”), and continue until termination of the Agreement. Either Party may terminate this Agreement for convenience with thirty days written notice to the other Party. Notwithstanding anything to the contrary in this Agreement, AHA may suspend Licensee’s access to any portion or all of PREVENTTM. Upon termination of this Agreement, all license rights granted by AHA to Licensee pursuant to the Agreement shall terminate.
11. Compliance with Law.
Licensee represents and warrants that it has all rights necessary to provide any and all data, documentation and other materials that it may make available to AHA or input in PREVENT™ and that AHA, and/or its Solution, may use, copy and otherwise manipulate such data, documentation and other materials as necessary for PREVENT™ to function properly. Licensee shall use PREVENT™ in compliance with all applicable laws, statutes, ordinances and regulations. Licensee shall obtain any necessary licenses, certificates, permits, approvals or other authorizations required by all laws, statutes, ordinances and regulations applicable to Licensee’s use of PREVENT™.
12. Disclosures Required by Law.
The receiving Party may disclose Confidential Information if required to do so as a matter of law, regulation or court order, provided that: (i) the receiving Party shall use all reasonable efforts to provide the disclosing Party with at least 10 days’ prior notice of such disclosure, (ii) the receiving Party shall disclose only that portion of the Confidential Information that is legally required to be furnished, and (iii) the receiving Party shall use reasonable efforts to seek from the party to which the information must be disclosed confidential treatment of the disclosed Confidential Information.
13. GENERAL PROVISIONS.
13.1. Relationship of Parties. The Parties acknowledge that this is a business relationship based on the express provisions of this Agreement, and no partnership, joint venture, agency, fiduciary or employment relationship is intended or created by this Agreement. Neither Party is the legal representative or agent of, nor has the power or right to obligate, direct or supervise the daily affairs of the other Party, and neither Party shall act, represent or hold itself out as such. The rights, duties, obligations and liabilities of the Parties shall be several and not joint, each Party being individually responsible only for its obligations as set forth in this Agreement.
13.2. Notices. Notices to Licensee shall be sent to the contact information on the signature page of this Agreement. Notices to AHA shall be sent to prevent@heart.org. Either Party may from time to time change its address for notification purposes by giving the other Party written notice of the new address and the date upon which it will become effective.
13.3. Assignment. Licensee shall not assign or transfer this Agreement or any rights or obligations under this Agreement without AHA’s prior written consent. A change in control constitutes an assignment under this Agreement. Any unauthorized assignment or transfer shall be void and constitutes ground for immediate termination of this Agreement by AHA. This Agreement binds and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.
13.4. Severability. If any provision, or part thereof, of this Agreement becomes or is declared invalid, illegal or unenforceable in any respect under any law, such provision, or part thereof, shall be null and void, and deemed deleted from this Agreement. The validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.
13.5. No Waiver. Any waiver is only valid to the extent expressly set forth in writing. No waiver by either Party of any right under this Agreement shall constitute a subsequent or continuing waiver of such right or any other rights under this Agreement.
13.6. Injunction. Licensee acknowledges that PREVENT™ is a valuable commercial product, the development of which involved the expenditure of substantial time and money. Any violation of the licenses granted hereunder, confidentiality obligations or infringement or misappropriation of AHA’s intellectual property rights shall be deemed a material breach of the Agreement, for which AHA may not have adequate remedy in money or damages, and AHA shall be entitled to injunctive relief, in addition to (and not in lieu of) such further relief as may be granted by a court of competent jurisdiction, without the requirement of posting a bond or providing an undertaking.
13.7. Force Majeure. Neither Party shall be liable for any failure or delay in its performance due to circumstances beyond its reasonable control (including, but not limited to, act of terrorism, war (declared or not declared), sabotage, insurrection, riot, act of civil disobedience, act of any government, accident, fire, explosion, flood, storm, earthquake, volcanic eruption, nuclear event, any act of God, labor disputes, failure or delay of shippers, or unavailability of components or equipment); provided that it notifies the other Party as soon as practicable and uses commercially reasonable efforts to resume performance.
13.8. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Texas, without giving effect to its principles of conflicts of law. Any litigation arising out of this Agreement shall be brought by either Party in a court of competent jurisdiction located in Dallas County, Texas, and each Party hereby waives any defenses it may have before such courts based on a lack of personal jurisdiction or inconvenient forum. Each Party hereby expressly and irrevocably waives the right to a jury trial. The prevailing party shall be awarded its reasonable attorneys’ fees and costs in any proceeding arising out of or related to this Agreement.
13.9. No Third-Party Beneficiaries. AHA and Licensee agree that this Agreement, including each Addendum and each Order, are for the benefit of the entities executing such document(s) and are not intended to confer any rights or benefits on any third party, including any employee or client of either entity executing such document(s), and that there are no third party beneficiaries as to this Agreement or any part or specific provision of this Agreement.
13.10. Survival. The following sections shall survive the expiration or termination of this Agreement: 3 (Ownership & Intellectual Property); 6 (Confidentiality); 7 (Indemnification); 8 (Limitation of Liability); 9 (Disclaimer); and 13 (General Provisions).
13.11. Construction. Section headings of this Agreement have been added solely for convenience of reference and shall have no effect upon construction or interpretation of this Agreement. Unless the context otherwise requires, words importing the singular shall include the plural and vice-versa. All references to “days” shall mean calendar days, unless otherwise specified. The Parties acknowledge that this Agreement was prepared by both Parties jointly, and any uncertainty or ambiguity shall not be interpreted against any one Party.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed. Each Party warrants and represents that its respective, authorized representative has fully read and wholly agrees to these terms and conditions.