Online Terms for GME Programs

ADDITIONAL TERMS FOR GME PRODUCTS

           These Additional Terms (the “Additional Terms”) apply with regards to the following Services and Products, when used by Client pursuant to an Order Form expressly identifying such Products and referencing or incorporating these Additional Terms (the “Covered Products”):

1. Thalamus Core

2. Thalamus Cerebellum

3. Thalamus Cortex

4. Thalamus Video Interview

1. DEFINITIONS

                  Any capitalized terms not defined herein shall have the meaning ascribed to such terms in Thalamus’s online Master Services Agreement available at https://thalamusgme.com/msa (the “Agreement”). Subject to the foregoing:

                  1.1           “AAMC” means the Association of American Medical Colleges.

                  1.2           “Applicant” means an individual applying for Client's graduate medical education program(s) (e.g. residency/fellowship programs, etc.).

                  1.3           “Applicant Data” means any data regarding an Applicant, including, but not limited to, an Applicant's Personal Information, regardless of source. For the sake of clarity, Applicant Data shall not be considered the Confidential Information of Client or Client Data; Applicant Data that Client provides to Thalamus constitutes an Input, and Applicant Data received by Thalamus from sources other than Client constitutes Platform Data.

                  1.4           “Client Data” shall have the meaning ascribed to such term in the Agreement. For the sake of clarity, as between Client and Thalamus, Client Data shall not include Applicant Data, which constitutes an Input.

                  1.5           “ERAS” means the Electronic Residency Application Service.

                  1.6           “Inputs” means, for the purposes of these Additional Terms, all information, data, materials, work, and other content that Client uploads, submits, posts, transfers, transmits, or otherwise provides to or through the Service Offerings, including, but not limited to, Client Data and any Applicant Data that Client provides to Thalamus; but excluding Platform Data.

                  1.7           “Personal Information” shall have the meaning ascribed to such term in the Agreement. For the sake of clarity, Personal Information shall include, but not be limited to, a person's name, social security number, telephone number, driver's license or state ID number, account number, loan number,  ACGME or AAMC ID #, personally identifiable information, credit/debit card account number, access code or pin number, password, identification number, security code, biometric data, including but not limited to voice prints.

                  1.8           “Platform Data” means, for the purposes of these Additional Terms, all data received by Thalamus from any source other than Client, in whatever form or format, including without limitation: (a) Applicant Data received by Thalamus from any source other than Client; (b) data received from the AAMC or through the ERAS system; and (c) data received from any other third party, including other companies, residency or fellowship programs, Applicants, or other individuals or entities, regardless of whether such data is received in connection with the graduate medical education application process, the provision of Thalamus's Services, or any other purpose. For the avoidance of doubt, Platform Data is not Client Data and is not sourced from or controlled by Client. Applicant Data that Client provides to Thalamus is not Platform Data and instead constitutes an Input, governed by the license set forth in Section 3.5. Thalamus's rights with respect to Platform Data, including Applicant Data received from sources other than Client (such as the AAMC, ERAS, Applicants, or other third parties), are independent of and not limited or expanded by any license grant in the Agreement or these Additional Terms, and nothing in the Agreement or these Additional Terms limits Thalamus's rights with respect to data it receives from any source other than Client. Where Thalamus receives the same or similar Applicant Data from both Client and a third party, Thalamus shall have the greater of the rights afforded under the Agreement, these Additional Terms and the rights provided by such third party. As between Client and Thalamus, Thalamus shall also own all Platform Data, including all Applicant Data received by Thalamus from sources other than Client.

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2. CLIENT OBLIGATIONS

                  2.1           Client represents, covenants, and warrants that Client will use the Products in compliance with Thalamus’s standard terms and conditions for such Products (which are available at www.thalamusgme.com/terms) (the “Terms of Service”), provided however that such Terms of Service shall not apply to the extent expressly contradicted by the Agreement or these Additional Terms.

                  2.2           As between the parties, Client shall be solely responsible for its communications and interactions with Applicants, and for maintaining the confidentiality and security of Applicant Data that Client downloads or uses pursuant to these Additional Terms. Client shall also be responsible for communicating with Applicants with respect to promoting the availability of the Products, providing access to Client’s account and related instructions. Client will promote the availability of the Products to all of its Applicants.  Client understands and agrees that its Applicants shall be required to accept the Thalamus Terms of Service as a condition to being permitted to use the Products. Notwithstanding anything to the contrary, Client further understands and agrees that Thalamus is not a party to interactions between Client and Applicants, and Thalamus hereby disclaims all liability with regards to interactions between Client and Applicant. Client understands that as part of the residency and fellowship application process, Thalamus receives Platform Data, including Applicant Data, from the AAMC and its ERAS system, and may also receive Platform Data from Applicants, residency programs, and other third-party sources.

                  2.3           As between the parties, Client is solely responsible for its own use of, and for any decision it makes or declines to make in reliance on, any Outputs, Deliverables, or other results of the Service Offerings, including without limitation any decision regarding the screening, ranking, interviewing, selection, or rejection of any Applicant.  The AI Features and AI System are decision-support tools only, and Client retains responsibility for human review of, and all final decisions based on, any results of the Service Offerings.  Thalamus does not make, and the Service Offerings are not intended to make, any selection, employment, or adverse action decision on Client's behalf.  Without limiting Client's obligations under the Agreement or Section 3.4, Client shall be solely responsible for compliance with all laws applicable to its use of the Service Offerings and its selection processes, including, without limitation and to the extent applicable, the Fair Credit Reporting Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and any state or local laws governing the use of consumer reports, automated decision systems, or artificial intelligence in employment or selection decisions (collectively, "Selection Laws").  Without limiting the foregoing, Client shall be solely responsible for providing any notices to, and obtaining any consents or authorizations from, Applicants, and for issuing any adverse action or similar notices, in each case as required under Selection Laws in connection with any decision regarding an Applicant.  Each party shall provide the other with reasonable cooperation to facilitate the other's compliance with Selection Laws.

                  2.4           In addition to Client’s obligations under Section 3.2 of the Agreement, Client may not, nor allow any third party to: (a) publish or externally distribute any research, analysis, or findings that evaluate, describe, or draw conclusions about the performance, accuracy, outputs, or methodology of the Service Offerings, unless: (i) all Applicant Data incorporated in or underlying such research has been anonymized and aggregated in a manner that does not permit any third party to identify a specific Applicant; (ii) such research is conducted and published in compliance with all applicable laws and all terms, policies, consents, and restrictions imposed by the AAMC, the ERAS system, Applicants, or any other source from which such Applicant Data originates; and (iii) such research is conducted in compliance with the terms of the Agreement and these Additional Terms, including without limitation the confidentiality and data use obligations set forth herein; (b) take screenshots or videos or make any other audio or visual copies or recordings of the Service Offerings or any Applicant Data or Thalamus Confidential Information without prior written authorization from Thalamus; (c) use the Service Offerings to download, collect, or store Applicant Data or Personal Information (or potentially identifiable information) about Applicants or other individuals outside of the Thalamus Network without prior written authorization from Thalamus; (d) provide access of any kind to any or all of the Service Offerings except to: (1) Client employees as necessary for Client to use the Service Offerings as part of recruiting Applicants, and (2) bona-fide Applicants for that limited purpose. For the avoidance of doubt, nothing in this clause (a) is, or shall be construed as, a representation, warranty, or grant by Thalamus that Client has the rights, consents, or authorizations necessary to use any Applicant Data or other data for research or any other purpose, and Client is solely responsible for determining and ensuring that it has obtained all rights, consents, and authorizations required from each source from which such Applicant Data or other data originates.  Clients interested in conducting research related to the Service Offerings are encouraged to partner with Thalamus and may submit a written request to Thalamus at research@thalamusgme.com.

                  2.5           Client represents, warrants, and covenants that it has all rights, consents, authorizations, and authority necessary with regards to any Applicant Data that Client provides to Thalamus, and to grant the licenses and rights granted to Thalamus under these Additional Terms, and that Thalamus's use of the foregoing in accordance with these Additional Terms will not infringe, misappropriate, or otherwise violate the rights of any third party or any applicable law.

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3. INTELLECTUAL PROPERTY RIGHTS

                  3.1           Precedence Over Section 6.2. The following terms of Section 3 shall take precedence over and supersede in its entirety Section 6.2 of the Agreement with respect to the Covered Products.

                  3.2           Mutual.  All right, title, and interest, including all Intellectual Property Rights, in all of either party’s Confidential Information, inventions, discoveries, processes, and proprietary information embodied therein or related thereto shall be owned exclusively by such party and/or its licensors. 

                  3.3           By Thalamus.  As between Client and Thalamus, Thalamus shall own and retain all right, title and interest in and to all of Thalamus’s Confidential Information and the Service Offerings (including, but not limited to, all know-how, methods, processes, and other inventions, works, technologies, materials, documentation, programs, reports, specifications, and software created by Thalamus in connection with the Service Offerings, and all Aggregate Outputs); provided, however, that Thalamus's ownership of the Service Offerings shall not extend to Client Outputs, which are owned by Client as set forth in Section 3.4.  As between Client and Thalamus, Thalamus shall also own all Platform Data, including all Applicant Data received by Thalamus from sources other than Client.  As owner of all Aggregate Outputs, Thalamus may use, license, sublicense, commercialize, and otherwise exploit Aggregate Outputs for any purpose without restriction.

                  3.4           By Client.  As between Client and Thalamus, Client will own all of Client’s Confidential Information, Client Data, and Client Outputs.  As between Client and Thalamus, Client will also own Applicant Data that Client provides to Thalamus; provided that such ownership is subject to (i) the licenses and rights granted to Thalamus under the Agreement and these Additional Terms, including Section 3.5, (ii) Thalamus's rights with respect to Applicant Data and other data that Thalamus receives or obtains from sources other than Client, which rights Thalamus retains independently of these Additional Terms and which are not limited by Client's ownership of the Applicant Data that Client provides, and (iii) all applicable laws and all terms, policies, consents, and restrictions imposed by the AAMC, the ERAS system, Applicants, or any other source from which such Applicant Data originates, with which Client shall at all times comply (including, without limitation, as further set forth in Section 2.3).  Client hereby grants to Thalamus a non-exclusive, royalty-free, fully sublicensable (through multiple levels of sublicensees), irrevocable, perpetual license to use Client Outputs for the Authorized Uses set forth in Section 3.5.

                  3.5           Authorized Uses.  Notwithstanding anything in the Agreement and these Additional Terms to the contrary, unless expressly set forth otherwise in an Order Form for a specific Service, Client hereby grants to Thalamus a non-exclusive, royalty-free, fully sublicensable (through multiple levels of sublicensees), irrevocable, perpetual right and license, to use Client Data, Inputs, Client Outputs, and any Applicant Data that Client provides to Thalamus (to the fullest extent Client has the right to grant such license) for the following purposes: (i) to provide the Services as described in the Agreement and these Additional Terms; (ii) improve and enhance Thalamus services and products (including the development of new or related products and services, such as AI Features), (iii) to maintain the integrity of the Service, (iv) for customer service or billing purposes, (v) to conduct research (including, but not limited to, Research as defined below), (vi) any other purposes to which Client separately consents in writing, and (vii) provided that such information or data is aggregated and anonymized in a manner that appropriately masks and disguises Client’s Confidential Information, for other legitimate developmental, diagnostic, or business purposes (each an “Authorized Use”). For the sake of clarity, clause (ii) of the description of “Authorized Use” includes that Thalamus shall have the right to use Client Data, Inputs, Client Outputs, and Client-provided Applicant Data to train AI Systems in the course of improving the Service Offerings (including, but not limited to, any AI Features) and in the development of new or related products and services. When Client Data, Inputs, Client Outputs, and Client-provided Applicant Data are used to improve Thalamus’s AI Systems in this way, Thalamus will ensure such data and information, including any Personal Information contained therein, is not reproduced in an identifiable manner to another user of the Services or Thalamus customer, and Thalamus will take necessary steps to prevent this, which steps may include, but are not limited to, applying data sanitation algorithms to training data. Thalamus may contract with third parties to support or conduct Authorized Uses, provided that either (a) Client Data, Inputs, Client Outputs, and Client-provided Applicant Data are de-identified and aggregated prior to any third-party Authorized Uses; or (b) the third party has executed a contract that requires the third party to maintain confidentiality of Client Data, Inputs, Client Outputs, and Client-provided Applicant Data under terms no less stringent than these Additional Terms. Additionally, in the event that Client is a registered user of the ERAS Service provided by the AAMC as of the Effective Date, or becomes a registered user of ERAS thereafter, Thalamus may provide to the AAMC: (x) Client Data and Client Outputs; (y) Aggregate Outputs; and (z) data received by Thalamus from the AAMC or through the ERAS system in connection with the provision of the Services, including without limitation historical ERAS Applicant and program data (collectively, "AAMC-Shared Data"). The AAMC may use AAMC-Shared Data for the purposes of the operation of the ERAS Service and Other AAMC Services (including, without limitation, to the extent applicable, facilitating Client’s processes related to the application and selection for a residency, internship, or fellowship position), data analysis, development and improvement of current and future products, and Research (each of the foregoing being a purpose to which Client consents by virtue of accepting these Additional Terms), all of which may involve the AAMC’s collaborators, contractors, partners, and other third parties under confidentiality provisions no less stringent than the Agreement and these Additional Terms. As used herein, “ERAS Service” means the ERAS suite of services offered by the AAMC, including, but not limited to the ERAS Analytics for Institutions, ERAS Scheduler, MyERAS, Deans Workstation (DWS), PDWS, ERAS Fellowship Documents Office (EFDO), Residency Explorer, and ERAS analytics for non-program audiences, “Other AAMC Services” means other AAMC products, services, reports, surveys, market research, association initiatives, and investigation of inappropriate use of AAMC services or assets or apparent threats to the safety of Applicants, and “Research” means specific, defined activities that produce generalizable knowledge with an intent to share with the public for the betterment of academic medicine or the public good, including, but not limited to, journal articles, self-published articles, presentations, and other means of disseminating findings and analyses. For the avoidance of doubt, nothing in this Section 3.5 or the Agreement and these Additional Terms limits or expands Thalamus's rights with respect to Platform Data, and the Agreement and these Additional Terms impose no obligations on Thalamus with respect to its use of Platform Data. Thalamus's rights and obligations with respect to Platform Data are governed solely by Thalamus's agreements with the AAMC and other third parties, its terms of service applicable to Applicants, and applicable law, independently of the Agreement and these Additional Terms.

                  3.6           Usage Data. Thalamus will have the right to collect and analyze data and other information relating to the provision, access, use, and performance of Applicant Data, the Service Offerings and related technologies (“Usage Data”), and Thalamus will be free during and after the term of these Additional Terms to use Usage Data for any other legitimate business purposes, (including, but not limited to, the Authorized Uses). For clarity, Usage Data excludes Client Data itself, which usage is governed under Section 3.5 above.

                  3.7           Feedback. Client may, in its sole discretion or at the invitation by Thalamus, provide Thalamus with suggestions, enhancement requests, comments, recommendations, or other feedback related to Service Offerings (“Feedback”). By submitting any Feedback, Client agrees that Client’s disclosures thereof are gratuitous and without restriction and will not place Thalamus under any fiduciary or other obligation, and Thalamus is free to use such Feedback for any purpose without limitation and without any additional compensation to Client, and/or Thalamus is free to disclose such Feedback on a non-confidential basis or otherwise to anyone.

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4. MISCELLANEOUS

                  4.1           AAMC Offer. Notwithstanding anything else to the contrary in the Agreement or these Additional Terms, in the event that (i) Client has executed an Order Form with Thalamus for the paid use of the Services, and (ii) Client subsequently wishes to access certain Services for free through a special offer (the “Offer”) provided to Client by Thalamus in partnership with the AAMC, Client understands and agrees that (x) upon Client’s acceptance of such Offer (which may be established through Client’s click-through acceptance of certain terms presented to Client electronically by Thalamus and the AAMC), all Order Forms associated with these Additional Terms shall be terminated and superseded and of no further force and effect (but only with regards to the Services specified in the Offer), and (y) the terms and conditions of such Offer shall prevail over any conflicting terms or conditions in the Agreement and these Additional Terms with regards to the Services specified in the Offer.

                  4.2           Indemnification Exclusion. For the avoidance of doubt, all exclusions from, and limitations on, Thalamus’s indemnification obligations set forth in Section 9.1 of the Agreement apply in full with respect to the Covered Products and the Services and Products provided under Order Forms referencing or incorporating these Additional Terms, and nothing in these Additional Terms limits, narrows, or supersedes any such exclusion. Notwithstanding anything in the Agreement to the contrary, Thalamus’ indemnification obligations under the Agreement shall not apply with respect to portions or components of the Services, Thalamus Network, Deliverables or Products to the extent any infringement arises from (A) Client Data, (B) Inputs, (C) Applicant Data, or (D) Platform Data or any other data received by Thalamus from any source other than Client, in the case of clause (D) whether or not Thalamus has reformatted, graphed, analyzed, or otherwise processed such data; provided that the exclusion in clause (D) shall not apply to the extent the infringement arises from Thalamus's reformatting, graphing, analysis, or other processing of such data rather than from the underlying data as received by Thalamus.

                  4.3           Conflicts and Order of Precedence. Notwithstanding anything to the contrary, the terms of these Additional Terms take precedence over and supersede any contrary terms in the Agreement.