Strata Data Use Agreement | Strata Decision Technology

Updated: April 24, 2025

This Strata Data Use Agreement (“Agreement”) governs your use of Strata Materials (as defined below) and related services provided by Strata Decision Technology, LLC (“Strata”). By executing an Order Form, you (“Customer”) agree to these terms. Your Order Form is incorporated by reference. If there’s a conflict between this Agreement and your Order Form, the Order Form controls on pricing, Term, and Permitted Use, while this Agreement governs intellectual property, confidentiality, warranties, indemnification, and liability. By using Strata Materials, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

License and Restrictions.
1. License. Subject to the terms and conditions of this Agreement, including but not limited to the payment of all fees, Strata hereby grants to Customer during the Term, a limited, revocable, non-transferable, non-sublicensable, non-exclusive right and license to use and access the data described in the applicable Order Form (as defined below) (the “Strata Data”) solely for the permitted uses (the “Permitted Uses”) specified in the Order Form, and subject to the user limit specified therein.
2. License Restrictions. Unless otherwise permitted in an Order Form, Customer shall not, and shall not permit any employee, agent, independent contractor, or any other third-party to: (i) sell, license, transfer, disclose, disseminate, distribute, or publish the Strata Data, in whole or in part; (ii) combine or integrate Strata Data with Customer’s own data, analytics, software solutions, platforms or other systems and intellectual property in a manner that allows third party access, commercialization, or circumvents the Permitted Uses specified in the Order Form; (iii) allow any unauthorized third party to access or use the Strata Data; (iv) modify, adapt, or create derivative works based on the Strata Data; (v) remove any proprietary notices included within the Strata Data; (vi) use the Strata Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable laws; (vii) use Strata Data for training, developing, or improving artificial intelligence or machine learning models and (viii) use the Strata Data in any governmental proceedings, including legislative and lobbying activities, or in any legal proceedings, formal and informal, including mediation or arbitration proceedings.
3. Affiliate Use. Unless expressly permitted in an Order Form, only Customer may access and use the Strata Data. Customer shall not disclose or share the Strata Data with Affiliates or allow unauthorized Affiliates to access the Data Portal or combine the Strata Data with their own data. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
Order Forms and Delivery.
1. Order Forms. Customer’s access to and use of the Strata Data is subject to a written order form, which must be executed by both parties (the “Order Form”). Each Order Form will specify the Strata Data provided, fees, Term, and any additional applicable terms. This Agreement governs all Order Forms issued under it. The version of this Agreement in effect as of the Order Form’s execution date shall apply for the duration of the Order Form’s Term, unless otherwise agreed in writing. Requests for additional data, services, or assistance beyond the scope of the Order Form, including customizations, will be at Strata’s sole discretion, may be subject to additional fees, and will be addressed within a commercially reasonable timeframe unless otherwise specified in an Order Form.
2. Delivery Method. Strata will deliver the Strata Data to Customer according to the method and schedule specified in an Order Form. Delivery options include: (i) providing Customer with access to the Strata Data via an online portal (the “Data Portal”) and/or (ii) delivering Strata Data in a mutually agreed-upon flat file format.
3. Data Portal Access. If Customer is granted access to the Data Portal, Customer shall: (i) limit access and use of the Data Portal to Customer’s employees, (ii) be responsible for its users’ compliance with this Agreement, (iii) prevent unauthorized access to or use of the Data Portal, (iv) use the Data Portal only for Customer’s internal business purposes in accordance with this Agreement and (v) comply with all applicable laws when using the Data Portal.
Fees and Payment.
1. Fees. Unless otherwise set forth in an Order Form, all fees are payable in advance and the Customer shall pay Strata according to any payment schedule outlined in the applicable Order Form. All fees and expenses are due 30 days after the invoice date. Customer may not withhold or “setoff” any amounts due under this Agreement.
2. Late Payment. To the extent applicable, and without limiting other remedies available, Strata reserves the right to suspend access to the Data Portal and any other services upon email notice to Customer until all past due amounts are paid in full. Any late payment shall be subject to a monthly interest charge equal to the lesser of either 2% or the maximum amount allowable by law until paid, except to the extent Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently with Strata to resolve the dispute. Customer must notify Strata of any billing discrepancies within 15 days from the date of the applicable invoice. Strata will be entitled to recover its reasonable costs of collection (including costs and reasonable attorneys’ fees) in the event any action is required to collect any amounts due hereunder.
3. Taxes. Fees quoted do not include, and Customer shall pay, indemnify, and hold Strata harmless from any applicable taxes or similar charges (including interest and penalties imposed thereon) relating to this Agreement, other than taxes based on Strata’s net income.
Data Use and Compliance
1. PHI, Data Re-Identification. The Parties acknowledge that the Strata Data will not include Protected Health Information (“PHI”) or Electronic Protected Health Information (“ePHI”), each as defined by the Health Insurance and Portability and Accountability Act of 1996 (“HIPAA”) and the regulations promulgated thereunder. Customer shall not, and shall not permit any employee, agent, independent contractor, or any other third party to, identify, re-identify, or attempt to identify or re-identify any individual or entity that is the subject of the Strata Data. Upon Strata’s reasonable request, Customer shall provide written certification of compliance with this provision. Any breach of this clause constitutes a material breach of this Agreement and may result in immediate suspension or termination.
2. Third Party Data. “Third-Party Data” means all data, information and/or records provided by a third party to Strata or its Affiliates, whether specifically on behalf of Customer, and which may be provided by, without limitation, a state hospital association, the Centers for Medicare and Medicaid Services, a data aggregator or data clearing house. Customer acknowledges that Third Party Data may be made available to Customer in as part of the Strata Data. Customer acknowledges that Strata assumes no responsibility for ensuring the availability, accuracy or completeness of any such Third-Party Data. Any such Third-Party Data is provided on an “AS-IS” basis without warranty of any kind.
3. De-Identified Data. All data provided to Customer under this Agreement shall be strictly in aggregated and de-identified form. Strata will not provide any data that could reasonably identify an individual or entity. Strata reserves the right to withhold data that does not meet these criteria in its sole discretion.
4. Decisions. Customer retains sole responsibility for all decisions made or actions taken based on any output of the Strata Materials (defined below) (collectively, “Decisions”). This includes any Decisions influenced by the Strata Materials into Customer’s plans, policies, protocols, procedures, or other management or operational documents. Customer releases Strata and its Affiliates from any responsibility or liability for any injuries, damages, losses, or claims arising out of or relating to any such Decisions.
Customer Obligations.
1. Customer Obligations. Customer agrees to implement or maintain appropriate administrative, physical, and technical safeguards to protect the Strata Data from unauthorized access, use, or disclosure and shall promptly notify Strata of any unauthorized access or use of the Strata Data. Strata reserves the right to monitor or audit Customer’s use of the Strata Data to ensure compliance with this Agreement.
2. Attribution. If the Permitted Use allows Customer to use the Strata Data in consulting advice, recommendations, articles, or thought leadership materials, Customer must include the following attribution: "Certain data used in this study were supplied by Strata Decision Technology, LLC (“Strata”). Any analyses, recommendations, or advice based on these data are solely that of the author(s) and not Strata." Strata reserves the right to update the attribution requirement upon email notice to Customer.
Proprietary Rights. As between Strata and Customer, and subject to the limited rights expressly granted in this Agreement, Strata (and its licensors, as applicable) reserves all of its and their right, title and interest in and to the Strata Data, the Data Portal, deliverables and other materials provided by Strata to Customer under this Agreement (collectively, the “Strata Materials”). Strata does not grant, and Customer does not accept, any other interest in any Strata Materials other than the rights and licenses explicitly granted to Licensee under this Agreement and/or the applicable Order Form.
Term & Termination
1. Term. This Agreement commences on the Effective Date and continues in effect for as long as a valid Order Form is in effect (the “Term”). If no Order Form is in effect, the terms of then current Agreement shall apply to any subsequent Order Form.
2. Termination. Either Party may terminate this Agreement or any Order Form upon notice (i) if the other Party is in material breach of this Agreement and such material breach is not cured within 30 days of written notice of a such material breach, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
3. Effects of Termination. Upon any expiration or termination of this Agreement: (i) all licenses granted herein will immediately terminate, (ii) Customer shall promptly discontinue all access to and use of the Strata Data and Data Portal, where applicable, and (iii) upon Strata's request, Customer shall either return or destroy all copies of the Strata Materials in its possession or control and certify compliance with this requirement to Strata in writing.
4. Surviving Provisions. The Sections titled “Fees and Payment,” “Strata Data,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” and “General Provisions,” shall survive any termination or expiration of this Agreement.
Changes in Applicable Law or Data Availability. If changes in applicable laws, regulations, or policies make it impractical for Strata, in its sole discretion, to provide the Strata Data or deliverables as agreed or if any third party source of data modifies or terminates the release of such data to Strata, Strata may terminate this Agreement and refund any portion of the fees attributable to the portion(s) of the deliverables that Strata is unable to provide due to such change in applicable law, regulation or policy or data availability.
Representations
1. Strata’s Representations. As of the Effective Date and throughout the term, Strata represents and warrants to Customer that: (i) it possesses all necessary rights, power, and authority to enter into this Agreement and grant the licenses and rights herein; (ii) it is authorized to provide the Strata Data to Customer and fulfill its obligations under this Agreement; and (iii) it has obtained and will maintain all required licenses to compile, create, and deliver the Strata Data, grant the limited rights to Customer, and perform its obligations without conflicting with any third-party rights or obligations.
2. Mutual Representations. Each Party represents and warrants that its performance under this Agreement will comply with all applicable laws, rules, and regulations, including, without limitation, HIPAA and applicable securities laws. Each Party further represents that it has validly entered into this Agreement through a duly authorized representative and possesses the legal authority to do so.
3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, STRATA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND STRATA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. STRATA DOES NOT WARRANT THAT THE STRATA DATA OR THE DATA PORTAL WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. THE STRATA DATA IS PROVIDED "AS IS" AND "AS AVAILABLE" AND STRATA DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE STRATA DATA OR ANY RESULTS OBTAINED FROM THE USE OF THE STRATA DATA. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR ITS USE OF THE STRATA DATA.
Confidentiality.
1. Confidential Information “Confidential Information” means all non-public information disclosed by a Party (“Discloser”) to the other Party (“Recipient”) in connection with this Agreement that is marked as confidential or should reasonably be understood as confidential. Strata’s Confidential Information includes, but is not limited to, the Strata Data, the Data Portal, and the terms of this Agreement. Confidential Information excludes information that (i) is or becomes public without breach of confidentiality obligations; (ii) was known by Recipient without confidentiality obligations before disclosure; (iii) is received from a third party without breach of confidentiality obligations; or (iv) is independently developed by Recipient without using Discloser’s Confidential Information.
2. Protection of Confidential Information. Recipient shall use the same degree of care as it uses for its own confidential information (but not less than reasonable care) to protect Discloser’s Confidential Information. Recipient agrees (i) not to use Discloser’s Confidential Information outside the scope of this Agreement including using Strata Data or insights derived therefrom to develop, improve, or provide any product or service that competes with Strata’s offerings, and (ii) to limit access to those employees and contractors who need it for purposes consistent with this Agreement and are bound by confidentiality obligations no less stringent than these terms. Recipient may disclose Confidential Information (i) to enforce its rights under this Agreement, or (ii) as required by law or court order, provided it gives Discloser prompt notice (if not prohibited by law), cooperates with Discloser to seek a protective order, and discloses only what is legally required as advised by legal counsel.
Mutual Indemnification
1. Indemnification by Strata. Strata will defend Customer, and its officers, directors, employees, agents and assigns (collectively, “Customer Indemnitees”) against any claim, demand, suit or proceeding made or brought against Customer Indemnitees by a third party alleging that the use of the Strata Data in accordance with this Agreement infringes a United States patent or copyright or misappropriates a trade secret of such third party (a “Claim Against Customer”), and will indemnify Customer Indemnitees from any damages finally awarded against Customer Indemnitees as a result of, or for amounts paid by Customer Indemnitees under a court-approved settlement of, a Claim Against Customer. The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Customer’s breach of this Agreement.
2. Indemnification by Customer. Customer will defend Strata, Strata’s affiliates, and each of its and their respective direct and indirect officers, directors, employees, agents and assigns (collectively, “Strata Indemnitees”), against any claim, demand, suit or proceeding made or brought against Strata Indemnitees by a third party alleging or arising from: (a) Customer’s breach of any terms of this Agreement, (b) any negligence or willful misconduct by Customer, (c) Customer’s violation of applicable laws, regulations, or industry standards, and (d) any unauthorized use or disclosure of the Strata Data by Customer (a “Claim Against Strata”), and will indemnify Strata Indemnitees from any damages finally awarded against Strata Indemnitees as a result of, or for any amounts paid by Strata Indemnitees under a court-approved settlement of, a Claim Against Strata.
3. Indemnity Procedures. A Party seeking indemnification under this Section titled “Mutual Indemnification” will (a) give written notice of the claim promptly to the other Party, (b) give the other Party sole control of the defense and settlement of the claim (except that Customer may not settle any Claim Against Strata unless it unconditionally releases Strata Indemnitees of all liability), and (c) provide the other Party with all available information and reasonable assistance.
4. Exclusive Remedy. This Section titled “Mutual Indemnification” states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of claim described in this Section titled “Mutual Indemnification”.
Liability
1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY'S LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT GIVING RISE TO SUCH LIABILITY. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE PARTIES AGREE THAT NOTHING IN THE SECTION TITLED “LIMITATION OF LIABILITY” SHALL MODIFY A PARTY’S OBLIGATIONS OR FINANCIAL LIABILITY UNDER THE SECTION TITLED “FEES AND PAYMENT.”
2. Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY (NOR ANY OF ITS AFFILIATES OR ITS OR THEIR OFFICERS, DIRECTORS OR EMPLOYEES) HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE COSTS OR DAMAGES (INCLUDING LOST SAVINGS, PROFITS, REVENUES, DATA, USE, GOODWILL, OR BUSINESS INTERRUPTION), WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
General Provisions.
1. Notice. Except as otherwise specified in this Agreement, all notices hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand, (ii) when received by the addressee if sent by a nationally recognized overnight courier, or (iii) the first business day after sending by email (except for notices of termination or an indemnifiable claim). Unless Customer designates a different legal notice recipient in the Order Form, Strata will send legal notices to the individual who executed the Order Form on behalf of Customer. All notices addressed to Strata shall be delivered to: Strata Decision Technology, LLC, 200 E. Randolph St., 49th Floor, Chicago, IL 60601, Attn: General Counsel, with a copy to legal@stratadecision.com.
2. Choice of Law; Venue. This Agreement is governed by Illinois law, excluding conflict-of-laws principles. Both parties consent to exclusive jurisdiction and venue in the state and federal courts of Cook County, Illinois.
3. Assignment. Customer shall not assign its obligations under this Agreement without Strata’s prior written consent, not to be unreasonably withheld. This Agreement benefits and binds permitted assigns and successors.
4. Entire Agreement, Amendment, Waiver. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. All payment obligations hereunder are non-cancelable and fees paid are non-refundable except as otherwise explicitly set forth herein. In the event of any dispute arising out of or related to the terms of this Agreement, Strata shall be entitled to recover from Customer all reasonable costs incurred, including but not limited to, court costs and attorneys’ fees. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted. The Parties agree that any term or condition stated in Customer’s purchase order or in any of Customer’s order documentation (excluding Order Forms) is void. If any provision hereof is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining portions shall remain in full force and effect.
5. Trade Controls. Customer must comply with all applicable trade laws, including U.S. sanctions and export control laws. Strata Data and services may not be used, accessed, exported, or re-exported to any U.S. embargoed country or territory, or to any individual or entity subject to trade restrictions under applicable laws, including those on U.S. government restricted party lists.
6. Updates to Agreement. Strata may update this Agreement from time to time by posting the revised version online. Any such updates will apply only to new Order Forms or renewal Order Forms executed after the updated Agreement is posted. Each Order Form is governed by the version of the Agreement in effect on the date that Order Form is executed, and such version will remain in effect for the duration of that Order Form’s Term. Customer’s continued use of Strata Data after the execution of a renewal Order Form constitutes acceptance of the then-current Agreement.