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In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
Q: Exhibit 10.18
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement (this Agreement), effective as of December 10, 2015 (the Effective Date), is by and between Allscripts Healthcare, LLC, a North Carolina limited liability company (Allscripts) on behalf of itself and its Affiliates and Phreesia, Inc., a Delaware corporation (the Company or Phreesia). Allscripts and the Company are sometimes referred to herein as a Party and collectively as the Parties.
RECITALS
WHEREAS, Allscripts is a leading provider of clinical and revenue cycle software, connectivity and information solutions for physicians, including its practice management solutions;
WHEREAS, the Company provides Merchant Processing Services, Eligibility and Benefit Services, and Patient Intake Management Offerings within the healthcare industry;
WHEREAS, the Company has developed, licenses, and makes available (as applicable) certain software and services described herein; and
WHEREAS, Allscripts desires to obtain the right to market, sublicense, and make available such software and services and cause the Company to provide such software and services, either to Allscripts or to third parties, on the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein contained, the Parties agree as follows:
1. Definitions. For purposes of this Agreement, the following terms have the meanings ascribed thereto in this Section 1:
Affiliate means, with respect to a Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term control (including the terms controlled by and under common control with) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Allscripts' Affiliates may exercise Allscripts' rights and fulfill its related obligations under this Agreement, provided that Allscripts shall be responsible for any breach of such obligations by its Affiliates to the same extent as if Allscripts was the breaching party.
Allscripts Customer means a customer that has contracted for or receiving any of Allscripts' products or services.
Allscripts Practice Management means the practice management system currently marketed and sold by Allscripts as Allscripts Practice Management (as the same may be renamed, enhanced or expanded from time to time)
Bank Rules means the Bank Card Merchant Rules and Regulations provided to Sublicensed Customer in writing, as amended from time to time, which are incorporated into this Agreement by reference. 1
Change of Control means any of the following: (a) any merger, reorganization, share exchange, consolidation, or other business combination involving the Company and its subsidiaries, other than (i) any acquisition or other similar transaction in which the Company acquires the assets or the securities of another Person and the Company does not issue capital stock of the Company representing more than fifty percent (50%) of the issued and outstanding shares of any class of capital stock of the Company, or (ii) any merger or similar transaction effected solely to change the domicile of the Company or any of its subsidiaries; (b) any acquisition by any Person as a result of which such Person (or any group of which such Person is a member) becomes a beneficial owner of more than fifty percent (50%) of the issued and outstanding shares of any class of capital stock of the Company in any single transaction or a series of related transactions; (c) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition of all or substantially all of the assets of the Company and its subsidiaries in any single transaction or a series of related transactions; or (d) any exclusive license of all or substantially all of the intellectual property of the Company and its subsidiaries, in any single transaction or a series of related transactions. For purposes of this definition, the term beneficial owner has the meaning ascribed to such term in Rules 13d-3 and 13d-5 under the U.S. Securities Exchange Act of 1934, as amended, and the term group means two (2) or more Persons acting as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of the applicable securities referred to herein.
Claim means any claim, action, suit, proceeding, damages, costs, expenses and other liabilities, including reasonable attorneys' fees and court costs.
Clinician means each healthcare professional contracted under a customer's license or service agreement and any healthcare professional not contracted under a customer's license or service agreement for which such customer subsequently pays a clinician fee. Healthcare professionals are only Clinicians (1) during the periods in which they are contracted under a license or service agreement or (2) for healthcare professionals not contracted under a customer's license or service agreement, solely during the periods for which a Customer pays a clinician fee for such healthcare professional. For avoidance of doubt, authorized end users of the Subscription Software Services are both Clinicians and their administrative and other front and back office personnel. For the further avoidance of doubt, there will be no further license fees applicable to the administrative or other front and back office personnel.
Company Acquiror means any Person that acquires the Company in connection with a Change of Control (including, without limitation, a Competing Provider) and includes each Affiliate of such Person that is not controlled by the Company. For purposes of this definition, the term controlled by means the Company has the direct or indirect power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.
Competing Provider means any electronic health record, revenue cycle management, or health information exchange information technology vendor whose products or services are directly competitive with a material portion of Allscripts business.
Confidential Information means non-public information of a Disclosing Party, [***].
Controlled Technology means any software, documentation, technology, or other technical data, or any products that include or use any of the foregoing, of which the export, re-export, or release to certain jurisdictions or countries is prohibited or requires an export license or other governmental approval under any Law, including the U.S. Export Administration Act and its associated regulations.
Customer Agreement means a written agreement between Allscripts (or an Allscripts Reseller or Partnering Organization as permitted herein) and an Allscripts Customer pursuant to which Allscripts resells any Installed Software or any Subscription Software Services or orders Merchant Processing Services from Company on behalf of an Allscripts Customer in accordance with this Agreement. 2
Data means all data, information, and other content (regardless of whether de-identified) of any type and in any format, medium, or form, whether audio, visual, digital, screen, GUI, or other, that is input, submitted, uploaded to, placed into or collected, stored, processed, generated, or output by any device, system, or network by or on behalf of Allscripts (or any of its licensors or Affiliates) or any Sublicensed Customer through the Subscription Software Services, including any and all data, analyses, and other information and materials resulting from any use of the Subscription Software Services by or on behalf of Allscripts (or any of its licensors or Affiliates) or a Sublicensed Customer under this Agreement.
Developer Agreement means the Allscripts Developer Program Agreement previously entered into between Company and Allscripts with an effective date of July 1, 2014.
Documentation means all user manuals, operating manuals, technical manuals, and any other instructions, specifications, documents, or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical specifications, or components, features, or requirements of any of the Installed Software or any of the Subscription Software Services or Merchant Processing Services, together with all revisions to such documentation delivered by or on behalf of the Company and as updated from time to time by the Company.
E&B Transaction means an Electronic Data Interchange (EDI) Health Care Eligibility/Benefit Inquiry (270 transaction) and the retrieval of an EDI Health Care Eligibility/Benefit Response (271 transaction), with a single E&B Transaction consisting of both the 270 transaction and the 271 transaction. [***].
Eligibility and Benefit Services means the Company's subscription-based software services that submits Electronic Data Interchange (EDI) Health Care Eligibility/Benefit Inquiries (270 transactions) and the retrieval of the EDI Health Care Eligibility/Benefit Response (271 transactions) to inquire about the health care eligibility and benefits associated for patients through POS Dashboard or the Eligibility UI and the Eligibility Interface. The Eligibility and Benefit Services, the Eligibility UI and the Eligibility Interface are further described on Exhibit A attached hereto.
Error means [***].
Harmful Code means (a) any virus, Trojan horse, worm, backdoor, or other software or hardware devices, the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems, or software; or (b) any time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any Person, or otherwise prevent, restrict, or impede Allscripts' or any Sublicensed Customer's use of such software or device.
HITECH means the Health Information Technology for Economic and Clinical Health Act of 2009, as amended.
Implementation Services means services related to the initial delivery, configuration, and pre-acceptance usage of the Subscription Software Services or Merchant Processing Services described in Exhibit C. 3
Installed Software means the Company's Integration Client configured to interoperate only with Allscripts products that is installed on a Sublicensed Customer's computer systems, and including all enhancements and other Updates thereto and all copies of the foregoing permitted hereunder.
Intellectual Property means [***].
Law means any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement or rule of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
Legacy Customers means those Company customers listed on Exhibit H.
Loss means all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, the costs of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers.
Marks means, with respect to a Party, such Party's trade names, trade dress, trademarks, service marks, logos, brand names and other identifiers, corporate names, meta-tags, and universal resource locators, and any applications, registrations, and renewals thereof.
Member Bank shall mean a member of VISA, MasterCard and/or any other networks, as applicable, that provides sponsorship services in connection with this Agreement. As of the Effective Date, the Member Bank shall be Fifth Third Bank, an Ohio banking corporation.
Merchant Agreement means the Merchant Services Agreement the form of which is attached hereto as Exhibit J to be entered into between Company and each Sublicensed Customer that purchases any Merchant Processing Services (except in connection with a sale of PIMS directly or indirectly by Company). Company may update the Merchant Agreement from time-to-time to incorporate such future revisions as required or requested by the Member Bank provided that Company also makes those revisions to agreements with Company's other merchant processing services customers; and further provided that the Merchant Agreement's terms and conditions shall not be less favorable than those that the Company typically offers to customers similar to the proposed Sublicensed Customers.
Merchant Application means the merchant application the form of which is attached hereto as Exhibit K, that must be completed by a proposed Sublicensed Customer that intends to purchase any Merchant Processing Services and which is accepted by Company prior to Sublicensed Customer product activation. Company may update the Merchant Application from time-to-time to incorporate such future revisions as required or requested by the Member Bank , provided that Company also makes those revisions to merchant applications with Company's other merchant processing services customers; and further provided that the Merchant Application's terms and conditions shall not be less favorable than those that the Company typically offers to customers similar to the proposed Sublicensed Customers.
Merchant Processing Services means the Company's services that authorize and settle payment transactions directly or indirectly through Member Banks for customers through (1) the POS Dashboard; (2) the default Phreesia Gateway card processing platform for any of Allscripts other embedded payment products; (3) a Third Party Gateway for transactions received from or posted to an Allscripts service or product for customers who want to use a separate financial institution for back-end processing; and (4) Phreesia Patient Intake Management Offering. The Merchant Processing Services are subject to the terms and conditions of the Merchant Agreement, the Operating Regulations and applicable Law. The Merchant Processing Services are further described on Exhibit A attached hereto. Merchant Processing Services may be provided by Company in conjunction with the Subscription Software Services but are not, for purposes of this Agreement, deemed Subscription Software Services. 4
Merchant Processing Services Customer means an Allscripts Customer excluding Legacy Customers that contracts with the Company for and receives the Company's Merchant Processing Services. For the sake of clarity, a Merchant Processing Services Customer (i) may also be a Sublicensed Customer or (ii) may purchase Merchant Processing Services in connection with its purchase of PIMS from the Company.
Open Source License means an open source license applicable to Open Source Software.
Open Source Software means any open source software program, or portion thereof, that is licensed under an Open Source License that requires as a condition of use, modification, and/or distribution of the software subject to the license, that such software or other software combined and/or distributed with such software be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge (including the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL), and the Apache License).
Operating Regulations means the by-laws, operating regulations and/or all other rules (including, without limitation, Bank Rules), guidelines, policies and procedures of VISA, MasterCard, Discover, and/or Other Networks, and all other applicable rules, regulations and requirements of Member Bank, banks, and financial institutions which govern or affect any Merchant Processing Services provided under a Merchant Processing Agreement, and all state and federal laws, rules and regulations which govern or otherwise affect the activities of providers of Merchant Processing Services, including, but not limited to, those of the National Automated Clearing House Association (NACHA) and the Federal Trade Commission (FTC), as any or all of the foregoing may be amended and in effect from time to time.
Partnering Organization means a hospital, health plan, provider group, provider-hospital organization, independent practice association (IPA), accountable care organization (ACO), health information organization (HIO), Comprehensive Primary Care Initiative group (CPC), billing service provider, or integrated healthcare delivery system that provides management services and administrative systems.
Payerpath means Allscript's patient payment and claims solution currently marketed and sold by Allscripts as Payerpath (as the same may be renamed, enhanced or expanded from time to time).
Person means any natural person, corporation, limited liability company, general partnership, limited partnership, trust, proprietorship, joint venture, business organization, or government, political subdivision, agency, or instrumentality.
Phreesia Patient Intake Management Offering or PIMS means Phreesia's offering with and only with those features and functions as are generally available to Allscripts Customers on the Effective Date. PIMS features are summarized on Exhibit A, but that summary is qualified in its entirety by reference to PIMS' actual features that are generally available to Allscripts Customers on the Effective Date. [***].
POS Dashboard means the Company's web portal Point of Service (POS) Dashboard that may be used to process credit and debit card payment transactions (as the same may be renamed, enhanced or expanded from time to time). The POS Dashboard is further described on Exhibit A attached hereto. 5
Purchase Order means a purchase order or other ordering document signed and issued by Allscripts to order Subscriptions to be resold and distributed or made available to a Sublicensed Customer, which specifies, at a minimum, (a) the date the applicable Customer Agreement was executed; (b) the name and address of the Sublicensed Customer; and (c) the Installed Software and Subscription Software Services licenses, Merchant Processing Services and Services being ordered, and further establishes that the Installed Software and Subscription Software Services (and associated Documentation) are governed by the Customer Agreement.
Representatives means a Party's Affiliates, and each of their respective employees, officers, directors, partners, shareholders, agents, attorneys, and third-party advisors.
Services means, collectively, the Implementation Services as described in Exhibit C and the Support Services as described in Section 12.1(b).
Sublicensed Customer means an Allscripts Customer that has purchased a Subscription from Allscripts or its Affiliates or that has entered into a Merchant Agreement with Company (except in connection with a sale of PIMS directly or indirectly by Company).
Subscription or subscription shall mean the right of a Sublicensed Customer to access and use the Subscription Software Services as more fully set forth in this Agreement.
Subscription Software Services means the Company's subscription-based software services consisting of the Eligibility and Benefit Services and/or POS Dashboard (as each may be renamed, enhanced or expanded from time to time), including any Updates thereto. Subscription Software Services contains functions and features that enable Sublicensed Customers to authorize and settle payment transactions directly or indirectly through Member Banks, but in order for such functions and features to be operational, Sublicensed Customers must obtain Merchant Processing Services from Phreesia or similar services from a third party through Phreesia's Third Party Gateway. Notwithstanding anything to the contrary herein, Subscription Software Services do not include other Company products or services including, without limitation, the Phreesia Patient Intake Management Offering.
Territory means [***].
Update means any revision, modification, upgrade, or new feature, functionality, module, or release of the Installed Software, Subscription Software Services or Merchant Processing Services, and any patch, bug fix, workaround, or Error correction to the Installed Software or Subscription Software Services (whether created specifically for Allscripts or released by the Company), that Company is required to provide under this Agreement or that Company generally makes available at no additional charge to the Company's other eligibility and benefit services and point of service dashboard customers and licensees. Updates may be customer facing (i.e. updates that are directly displayed to the customer such as new features, etc.) or non- customer facing (such as bug fixes or workarounds that are not directly displayed to the customer).
2. Appointment as Reseller.
2.1 Appointment. The Company hereby [***]. Allscripts may also disclose Company's pricing information relating to its Merchant Processing Services and facilitate procurement of Merchant Processing Services on behalf of Sublicensed Customers, including, without limitation by references to such pricing information and Merchant Processing Services in Customer Agreements. 6
2.2 Customer Agreements.
(a) Subscriptions. Allscripts and its Affiliates may sell Subscriptions for terms no less than one year and no greater than four (4) years on a subscription basis to Persons who subsequently execute a Customer Agreement, provided that Allscripts may enter into Customer Agreements with terms longer than four (4) years with large organizations, provided that Phreesia consents in each instance in writing in advance, which consent will not be unreasonably withheld.
(b) Customer Agreements. Each Customer Agreement will contain terms, in all material respects, no less protective of the Company and its licensors than the applicable terms and conditions related to Allscripts' applicable products and services. Each Customer Agreement shall, at a minimum, restrict Customers from redistributing, reverse engineering, reverse compiling, or disassembling the Installed Software and the Subscription Software Services. Allscripts will use commercially reasonable efforts to enforce the terms of its Customer Agreement that protect Company's Intellectual Property at Allscripts sole cost and expense.
2.3 Merchant Agreements; Pre-approval. All proposed Sublicensed Customers who wish to purchase Merchant Processing Services must complete a Merchant Application, execute a Merchant Agreement and be Pre-approved by the Company. Pre-approved shall mean that the Company has determined based on a proposed Customer's Merchant Application that the proposed Customer meets OFAC and Member Bank criteria and the Company's credit standards (collectively, the Criteria). Rejection shall mean the Company has not Pre-approved the proposed Merchant Processing Services Customer. [***]. Allscripts shall not represent to any prospective Sublicensed Customer that a Merchant Application will be approved. Company may terminate any Merchant Agreement pursuant to the terms of such Merchant Agreement. All Merchant Processing Services shall be marketed under Company's Marks. For avoidance of doubt, Allscripts may market the Subscription Software Services, including without limitation, the electronic cashiering features and functionality of the Subscription Software Services under the Allscripts name.
2.4 Third Parties. Allscripts will not authorize or allow any value added reseller, distributor, integrator, OEM partner, or other third party to market, demonstrate, resell, sublicense, or otherwise distribute or make available the Installed Software, Documentation or Subscription Software Services, or Merchant Processing Services except that Allscripts is permitted to (a) sign Customer Agreements with Sublicensed Customers who are Partnering Organizations who, in turn, distribute or make available the Installed Software, Documentation or Subscription Software Services to (or facilitate the procurement of Merchant Processing Services for) their respective medical staffs, provider participants, or members as permitted under applicable Law, so long as each such medical staffs, provider participants, and members are bound by the terms and conditions of the applicable Customer Agreement; and (b) exercise its rights under this Section 2 through Company approved value added resellers appointed by Allscripts from time to time (Allscripts Resellers); provided, however, that each Allscripts Reseller must enter into an agreement with Allscripts that is at least as protective of the Company and the Installed Software, Documentation, and Subscription Software Services as this Agreement. Allscripts will use commercially reasonable efforts to enforce the terms of Allscripts Resellers' agreements that protect Company's Intellectual Property. For avoidance of doubt, Allscripts may not delegate to Allscripts Resellers any rights that it does not have under this Agreement.
2.5 Affiliates. To the extent that Allscripts' Affiliates, Partnering Organizations, and Allscripts Resellers utilize the rights granted hereunder, Allscripts will require such parties to comply with the restrictions on such rights set forth in this Agreement, and any non-compliance with such restrictions by such parties shall be deemed a breach of such restrictions by Allscripts, provided that third party Partnering Organizations and Allscripts Resellers shall not be required to comply with the restrictions set forth in Section 5 [***]. 7
2.6 No Other Rights. Except as specifically set forth in this Agreement, no other rights or entitlements are granted by the Company to Allscripts with respect to the Installed Software, Documentation, Subscription Software Services, Merchant Processing Services or Services. All rights not expressly granted hereunder are reserved by the Company and/or its third party licensors.
2.7 Acknowledgments.
(a) The Parties acknowledge and agree that this Agreement is non-exclusive (except as set forth in Section 5) and imposes no limitations upon either Party's relationships with other parties or on either Party's research, development, production, marketing, licensing, reselling, or sales of other products or services, whether or not similar to any of the Installed Software or the Subscription Software Services or Merchant Processing Services or any Allscripts products or services, so long as such relationships or activities do not violate any express term of this Agreement or utilize any Confidential Information of the other Party in violation of this Agreement.
(b) [***]. In no event will anything in this Agreement be construed as an obligation on Allscripts' part to (i) incorporate the Installed Software or Documentation into Allscripts products or services or (ii) market, promote, distribute or make available the Installed Software or Subscription Software Services or Merchant Processing Services, [***].
(c) Notwithstanding [***] Allscripts or its Affiliates may, in its sole discretion, develop, market, provide, offer, sell or resell, directly, or indirectly through its resellers, Other Services (as defined in Section 5) to interface with Allscripts Payerpath or Allscripts Practice Management [***]. In no event shall Allscripts directly or indirectly utilize any of the Company's Installed Software, Subscription Software Services or Confidential Information in connection with any development activities described above in this Section 2.7(c).
2.8 Marketing Materials. The Company agrees to work with Allscripts to develop the initial set of marketing communications materials related to the Subscription Software Services or Merchant Processing Services (Company Marketing Materials). At the time such Company Marketing Materials are first distributed, each party must consent to their content, [***]. Allscripts must replicate all Company copyright notices on all copies of the Company Marketing Materials (and all customized versions thereof).
2.9 Forecast. Allscripts will provide Company with a non-binding [***] sales forecast for Allscripts' sales of eligibility and payment processing solutions during [***] within [***] of the Effective Date.
3. Services. Exhibit G sets forth the Amended and Restated Developer Program Agreement (the Restated Developer Agreement) in place between Allscripts and Company, which replaces in its entirety the Developer Agreement. The Restated Developer Agreement is hereby incorporated into this Agreement as if fully set forth herein and made part hereof.
3.1 Development and Integration.
(a) Within [***] of the Effective Date, Allscripts and the Company will reasonably cooperate to create a mutually satisfactory, sufficiently detailed, written specification (the Integration Specification) that describes the desired level of functional integration between Allscripts Payerpath and Allscripts Practice Management and the Subscription Software Services, along with the technical details and delivery dates (preliminarily defined in Exhibit B) related to achieving the functional integration as set forth in Exhibit G. 8
(b) The Company and Allscripts will each commit appropriate resources needed to complete their respective responsibilities with respect to the functional integration indicated by the Integration Specification as further described in Exhibits A and B hereto. The Company and Allscripts will each have the development and integration responsibilities assigned to it and described in the Integration Specification and will each be responsible for their respective costs associated with such responsibilities and in performing all other tasks assigned to it under the Integration Specifications. The Company and Allscripts will each use commercially reasonable efforts to complete their respective responsibilities in the Integration Specification within the time frames set forth in Exhibit B.
(c) Beta Testing. The parties anticipate that there will be up to [***] beta test sites testing the Subscription Software Services. Regardless of when the testing began or begins, Allscripts will be the primary deployment resource for each of the beta test sites as well as the first [***] implementations of the Subscription Software Services, as applicable, for Allscripts' Sublicensed Customers.
3.2 Implementation Services. Allscripts will be responsible for providing Implementation Services for the Installed Software and the Subscription Software Services (but not implementation for the Phreesia Patient Intake Management Offering, which shall be Phreesia's responsibility) distributed or made available hereunder. At Allscripts' request and direction, on a per-Sublicensed Customer basis, the Company will provide such Implementation Services directly to such Sublicensed Customer or through Allscripts in exchange for fees set forth in Exhibit C.
3.3 Provision and Quality of Services. To the extent the Company is required to provide Services under this Agreement, the Company will provide those Services [***].
3.4 Personnel. [***]. The Parties agree to use their reasonable efforts to promptly resolve any good faith complaints regarding any of the Company's personnel, or otherwise concerning the value or efficacy of any Services performed by or on behalf of the Company.
3.5 Books and Records. As applicable under the Omnibus Reconciliation Act of 1980, until the expiration of four (4) years after the furnishing of Services pursuant to this Agreement, the Company will, upon receipt of written request, and if then requested to make such information available under the then-existing Law, make available to the Secretary of the U.S. Department of Health and Human Services, the Comptroller General of the U.S. Department of Secretary of Health and Human Services, or any of their fully-authorized representatives, the books, documents, and/or records of the Company that are necessary to verify the nature and extent of costs associated therewith. The record keeping and disclosure provisions of this Section 3.4 will apply to all Services provided by the Company, but will be applicable only if the Company receives remuneration in the amount of $10,000 or more, with regard to the Services performed in relation to a single Sublicensed Customer.
4. Order and Acceptance.
4.1 Order Process. In order to activate Merchant Processing Services for a Merchant Processing Services Customer, the proposed Merchant Processing Services Customer must submit (directly or indirectly through Allscripts) a completed Merchant Application and executed Merchant Agreement to the Company within [***] from the execution by such Merchant Processing Services Customer of a Customer Agreement. Within [***] of the modification or termination (other than sublicenses that expire at the end of a term previously specified in a Purchase Order) of any Customer Agreement, Allscripts will provide the Company with written notice of such modification or termination. This Section 4.1 shall not be applicable to situations where the Allscripts Customer is purchasing Merchant Processing Services in connection with its purchase of PIMS. 9
4.2 Distribution; Commencement of Subscription Software Services. [***]. Subject to the terms of this Agreement, the terms and conditions relating to the provision of Merchant Processing Services to Sublicensed Customers, including but not limited to commencement thereof, shall be set forth in the Merchant Application and Merchant Agreement. [***].
4.3 Configuration and Acceptance.
(a) As part of the Implementation Services, the Company agrees to assist Allscripts in conducting configuration and acceptance testing of the Subscription Software Services, if and as requested or required by a Sublicensed Customer, in order to ensure that the Subscription Software Services are fully operable, meet all applicable specifications, and will function in accordance with the Documentation when properly installed and used for its intended purpose.
(b) In the event of final rejection by Allscripts or a Sublicensed Customer as a result of the Company's breach of this Agreement, including, without limitation, a breach of the Company's representations and warranties in Sections 21.1 and 21.3, if any payments hereunder have already been made by Allscripts to the Company regarding such Sublicensed Customer, and if Allscripts provides a refund to such Sublicensed Customer based on such Customer's rejection of the Subscription Software Services, then the Company will provide Allscripts with a refund of the applicable payment within [***].
5. [***].
6. FollowMyHealth. When Allscripts refers its FollowMyHealth customers to merchant processing service providers, it may include Phreesia among the providers referred. [***].
7. Contacts.
7.1 Relationship Contacts. Concurrently with the execution of this Agreement, each Party has designated an individual to serve as that Party's initial point of contact to facilitate communications between the Parties on all matters (e.g., marketing, maintenance and support, technical, customer satisfaction, sales pipeline) that may arise under this Agreement. The initial Allscripts relationship contact is [***] and the initial Company relationship contact is [***]. Each Party may change its respective relationship contact at any time upon written notice to the other Party.
7.2 Issues. In the event of any issues that may arise pursuant to this Agreement, the Parties' relationship contacts may confer to resolve such issues, it being understood that this will not preclude any Party from initiating dispute resolution proceedings pursuant to Section 28.9.
8. Licenses and Intellectual Property.
8.1 License Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to Allscripts and its Affiliates a non- exclusive, royalty-free, irrevocable [***] non-transferable (except in accordance with Section 28.4), sublicensable (through multiple levels of sublicensees), fully paid-up right and license under all of the Company's Intellectual Property to, throughout the Territory, access, use, reproduce, perform, display, modify, create derivative works of, transmit, demonstrate, test, operate, port, configure, distribute, and make available the Installed Software and Subscription Software Services solely for the purposes of:
(a) Allscripts' and its Affiliates' internal use of the Installed Software and Subscription Software Services as permitted hereunder, including with respect to its marketing, selling, development, service, and support activities under this Agreement, and including the training of Allscripts employees, contractors, and other authorized Representatives on the marketing, selling, planning, supporting, and use of the Installed Software, Subscription Software Services or any integrated product with any Allscripts products and services; 10
(b) the marketing, promoting, distributing, reselling, or provision of the Installed Software or the Subscription Software Services, directly or through Allscripts Resellers or Partnering Organizations, in accordance with the terms and conditions of this Agreement;
(c) enabling Allscripts products and services to interface or otherwise integrate, interact, or interoperate with the Installed Software and the Subscription Software Services , including performing any integration or interface development efforts with respect to the Installed Software, Subscription Software Services or any integrated product with any Allscripts products and services, or internally testing, evaluating, and performing validation and verification with respect to the Installed Software, Subscription Software Services or any integrated product with any Allscripts products and services (it being understood that the foregoing activities will not affect the Company's representations and warranties in Section 21);
(d) reselling Subscriptions (through multiple levels of sublicensees) to (i) Sublicensed Customers pursuant to Customer Agreements in accordance with this Agreement and (ii) Allscripts' Affiliates or to Allscripts Resellers or Partnering Organizations (subject to Sections 2.4 and 2.5) to carry out any of the purposes set forth in this Agreement;
(e) creating backups and other copies of the Installed Software solely to the extent necessary to perform its obligations hereunder in the ordinary course of business;
(f) managing, operating, and hosting (i) any Installed Software, (ii) the Allscripts products that will interface with the Installed Software or Subscription Software Services on behalf of Sublicensed Customers and (iii) authorizing its Sublicensed Customers, Allscripts Resellers or Partnering Organizations to do the same;
(g) generating, printing, copying, downloading, and storing all Data and other displays and output, as may result from any execution or other use of the Subscription Software Services and authorizing its Sublicensed Customers, Allscripts Resellers or Partnering Organizations to do the same; and
(h) all other purposes reasonably necessary to carry out any of the foregoing.
For the sake of clarity, the Subscription Software Services shall be hosted, managed and operated by Company.
8.2 Documentation and Marketing Materials. Subject to the terms and conditions of this Agreement, the Company hereby grants to Allscripts a non-exclusive, royalty-free, irrevocable , non-transferable (except in accordance with Section 28.4), sublicensable (through multiple levels of sublicensees), fully paid-up right and license under all of the Company's Intellectual Property to access, use, reproduce, perform, display, transmit, demonstrate, test, operate, port, configure, distribute, and make derivative works of the Documentation, Company Marketing Materials and Allscripts Marketing Materials, in whole or in part, throughout the Territory, for any purpose consistent with Section 8.1, [***].
8.3 Trademarks.
(a) Company Marks. 11
(i) Subject to the terms and conditions of this Agreement, the Company hereby grants to Allscripts and its Affiliates a non-exclusive, royalty- free, irrevocable [***] non-transferable (except in accordance with Section 28.4), sublicensable (through multiple levels of sublicensees), fully paid- up right and license under all of the Company's Intellectual Property to use the Company's brands, trademarks, product and service names, logos and slogans (the Company Marks), throughout the Territory, solely in connection with the marketing, selling, or provision of the Installed Software and the Subscription Software Services and Merchant Processing Services permitted hereunder or to otherwise fulfill the terms of this Agreement. [***].
(ii) Except as set forth in Section 11.3, Allscripts' use of the Company Marks will be in accordance with the Company's trademark use guidelines and instructions as set forth in Exhibit I. The Company will give Allscripts written notice of any changes to such specifications or guidelines, and will give Allscripts a reasonable time to modify its use of the Company Marks to comply therewith.
(iii) Allscripts is not required to display any Company- Marks on its products or marketing collateral, provided that the Subscription Software Services shall be characterized as Powered by Phreesia and shall contain a Phreesia logo. All goodwill in and to the Company Marks will inure solely to the benefit of Company.
(b) Allscripts Marks.
(i) Subject to the terms and conditions of this Agreement, Allscripts hereby grants to the Company a non-exclusive, royalty-free, irrevocable [***] non-transferable (except in accordance with Section 28.4), fully paid-up right and license under all of Allscripts' Intellectual Property to use the Allscripts Marks, throughout the Territory, solely in connection with providing the Installed Software and Subscription Software Services to Sublicensed Customers who have signed a Customer Agreement and to otherwise fulfill the terms of this Agreement.
(ii) The Company's use of the Allscripts Marks will be in accordance with Allscripts' trademark use guidelines and instructions, if any, furnished to the Company in writing from time to time. Allscripts will give the Company written notice of any changes to such specifications or guidelines, and will give the Company a reasonable time to modify its use of the Allscripts Marks to comply therewith.
(iii) The Company is not required to display any Allscripts Marks on any of its products or marketing collateral. All goodwill in and to the Allscripts Marks will inure solely to the benefit of Allscripts. The Company will not register, seek to register, or contest the validity of any of the Allscripts Marks in any jurisdiction.
8.4 Restrictions on Use. Except as and to the extent expressly permitted by this Agreement and/or the Integration Specification, Allscripts will not, and will not permit others to:
(a) reverse engineer, disassemble, decompile, decode, or adapt the Installed Software or Subscription Software Services, or otherwise attempt to derive or gain access to the source code or algorithms of the Installed Software or Subscription Software Services, in whole or in part, except [***];
(b) rent, lease, assign, or sell the Subscription Software Services or Installed Software to any third party (other than the physical media (if any) containing any Installed Software distributed by Allscripts); 12
(c) use any of the Installed Software or Subscription Software Services to provide time sharing or service bureau services to third parties, other than Sublicensed Customers;
(d) remove, obscure, or alter from the Installed Software, Subscription Software Services, Documentation or the Marketing Materials any applicable titles, trademarks, or copyright, patent, or other proprietary or restrictive legends or notices, or any end user warning or advisory, affixed to or contained therein or thereon;
(e) export or re-export all or any part of the Installed Software or Subscription Software Services in violation of any export control Laws of the United States or any other relevant jurisdiction;
(f) modify, correct, adapt, translate, enhance, or otherwise prepare or create any derivative works or improvements of the Installed Software or Subscription Software Services; provided, [***]
(g) (1) provide any materials to Company (including without limitation, the SDK (as defined in the Restated Developer Agreement) or Associated Allscripts Software (as defined in the Restated Developer Agreement)) that contains any Harmful Code or any Open Source Software or (2) upload any materials into the Installed Software or Subscription Software Services that contains any Harmful Code or any Open Source Software.
8.5 Intellectual Property Ownership.
(a) Subject to the express rights and licenses granted by the Company in this Agreement and the provisions of this Section 8.5, the Company and its licensors reserve and retain their entire right, title, and interest (including Intellectual Property rights) in and to the Installed Software, the Subscription Software Services, the Merchant Processing Services, the Documentation, the Company Marketing Materials, and the Company Marks, and all modifications, improvements, enhancements and derivatives of the foregoing (including, subject to Section 8.4(f), any modifications, improvements, enhancements and derivatives thereto developed or performed by or on behalf of Allscripts). At no time will Allscripts, Allscripts Resellers, Partnering Organizations, or Sublicensed Customers acquire or retain any title to or ownership to such assets, except as expressly granted under this Agreement.
(b) Subject to the express rights and licenses granted by Allscripts in this Agreement, Allscripts and its licensors reserve and retain their entire right, title, and interest (including Intellectual Property rights) in and to any modifications, improvements, or derivative works it creates or develops based on the Documentation or the Company Marketing Materials as authorized under this Agreement (e.g., any Documentation or Marketing Materials integrated with Allscripts documentation), as well as to all Allscripts products and services. At no time will the Company acquire or retain any title to or ownership to such assets, except as expressly granted under this Agreement.
(c) Ownership of all Intellectual Property in Open Source Software will remain with respective owners thereof, subject to Allscripts' rights under the applicable Open Source Licenses.
(d) Neither Party will take any action inconsistent with a Party's nor its licensors' ownership and interests set forth in this Section 8.5, or assist any Person in doing the same.
8.6 Data. As between Allscripts, its licensors and Affiliates, and Sublicensed Customers, on the one hand, and the Company and its licensors and Affiliates, on the other hand, Allscripts, its licensors and Affiliates, and Sublicensed Customers have, reserve, and retain sole and exclusive ownership to all right, title, and interest in and to all Data, including all Intellectual Property arising therefrom or relating thereto. [***] have any right or license to, and shall not, use any Data except solely as and to the extent necessary to [***]. 13
8.7 Open Source Software. The Company has not, and will not, use, modify, or distribute any Open Source Software in a manner that could (a) require the disclosure, licensing, or distribution of any source code or algorithms underlying any of the Installed Software or any software into which it is integrated; (b) require the licensing or disclosure of the Installed Software or any software into which it is integrated free of charge; or (c) otherwise impose any limitation, restriction, waiver of rights, or condition on the right or ability of the Company to use or distribute the Installed Software or any software into which it is integrated.
8.8 Effect of Company Bankruptcy.
(a) All rights and licenses granted by the Company under this Agreement are and shall be deemed to be rights and licenses to intellectual property, and the subject matter of this Agreement, including all Installed Software, Subscription Software Services Documentation, Company Marketing Materials, and Company Marks, is and will be deemed to be embodiment[s] of intellectual property, for purposes of and as such terms are used in and interpreted under Section 365(n) of the United States Bankruptcy Code (the Bankruptcy Code). Allscripts will have the right to exercise all rights and elections under the Bankruptcy Code and all other applicable bankruptcy, insolvency, and similar Laws with respect to this Agreement, and the subject matter hereof and thereof.
(b) Without limiting the generality of the foregoing, the Company acknowledges and agrees that, if the Company or its estate becomes subject to any bankruptcy or similar proceeding:
(i) subject to Allscripts' rights of election, all rights and licenses granted to Allscripts under this Agreement will continue subject to the respective terms and conditions hereof and thereof, and will not be affected, even by the Company's rejection of this Agreement; and
(ii) Allscripts will be entitled to a complete duplicate of (or complete access to, as appropriate) [***].
9. [intentionally left blank].
10. Training.
10.1 Training. The Company will provide, [***] periodic training for Allscripts personnel in connection with this Agreement, with the first such training [***] (such training, the First Training). The Company agrees to dedicate sufficient resources in connection with such training. Such training may be for the benefit of Allscripts personnel either as to Allscripts' permitted activities under this Agreement or to assist the Sublicensed Customers. Such training will be provided at such reasonable times and locations (including via remote means) as the Parties may reasonably agree. Such training will include, but is not limited to, sales and ongoing support training to Allscripts staff. The goal of this training will be to enable Allscripts' sales personnel to articulate the benefits of the Services and provide basic functional demonstrations to prospective Sublicensed Customers.
10.2 Support Training. In furtherance of Section 10.1, the Parties agree to cooperate in developing any training programs as may be reasonably necessary or useful to the provision of Support Services to Sublicensed Customers, which will be provided in a train the trainer format. Such programs will, at a minimum, provide Allscripts personnel with the ability to answer or appropriately refer questions about the Installed Software, Subscription Software Services or Merchant Processing Services and the Services. Such support training will include up to [***] each year of support training for Allscripts' staff adequate to enable Allscripts to provide first line support services to Sublicensed Customers as further defined in the Implementation and Support Plan. 14
11. Marketing.
11.1 Sales and Marketing Support. [***] the Company will provide [***] marketing support for the permitted activities hereunder, which will include, the following:
(a) assisting Allscripts in developing marketing strategies, plans, and marketing and training materials describing the Installed Software, Subscription Software Services or Merchant Processing Services or the Services as a complementary solution to any Allscripts product or service;
(b) providing Allscripts with a reasonable quantity of standard Company brochures, presentations, and materials related to the Installed Software, Subscription Software Services or Merchant Processing Services, the Services and/or the Company in hard copy and electronic form; and
(c) participating in sales meetings with Allscripts sales and/or actual or potential Sublicensed Customer personnel.
11.2 Demonstration Systems. [***], the Company will provide fully-functional demonstration systems or accounts for the Subscription Software Services, equivalent to those systems made available to the Company's sales personnel, for use by Allscripts' sales personnel. Each Party will provide all commercially reasonable assistance, cooperation, and support requested by the other Party to maintain demonstration systems sufficient to demonstrate the Installed Software and the Subscription Software Services as integrated with any Allscripts products or services. Each Party will be responsible for its own costs and expenses in designing, developing, testing, and maintaining such demonstration systems.
11.3 Branding. Branding of the Installed Software and the Subscription Software Services, but not the Merchant Processing Services with respect to the activities hereunder will be determined [***] Allscripts elects to private label or rebrand the Software Subscription Services, the relabeled or rebranded [***].
11.4 Request for Proposals. Allscripts may, in its sole discretion, recommend the Subscription Software Services or Merchant Processing Services and the Services as part of Allscripts' response to requests for proposals issued by third parties. [***].
11.5 Demonstrations. The Company at its own discretion will provide demonstrations of the Subscription Software Services and Merchant Processing Services at Allscripts-identified marketing events and activities, including user group meetings or conferences. In addition, either Party may, from time to time, request that the other Party attend and participate at vendor fairs and industry trade shows, seminars, user group events, and other similar events. The decision of whether or not to attend such functions will be in the sole discretion of the non-requesting Party.
12. Support and Maintenance.
12.1 Support Services.
(a) The Company is solely responsible for the development, update, performance, and maintenance of the Subscription Software Service. The Company covenants to use its best efforts to ensure that the Subscription Software Services are made available to Allscripts and each Sublicensed Customer and that support for Merchant Processing Services are made available to each Sublicensed Customer in accordance with the warranties, terms, and conditions of this Agreement and in accordance with any performance standards specified in this Agreement or in the Documentation. [***]. 15
(b) In furtherance of Section 12.1(a), the Company agrees to provide, at no additional charge to Allscripts or Sublicensed Customers [***] technical support, assistance, training, and Updates related to the Installed Software or Subscription Software Services or Merchant Processing Services (collectively, Support Services), in the manner and timeframes set forth on Exhibit D, to Allscripts and its consultants and contractors and, if requested by Allscripts, directly to Sublicensed Customers. [***]. The parties agree to reasonably cooperate to troubleshoot and resolve technical support issues that may reasonably involve the products, software, or technology of the other Party or of both Parties. This Section 12.1(b) shall not be applicable to Merchant Processing Services that an Allscripts Customer receives in connection with its purchase of PIMS.
12.2 Support Levels. Allscripts will provide the first level of support to Sublicensed Customers related to the Installed Software and Subscription Software Services and their integration with applicable Allscripts products. The first level of support is defined in Exhibit C. [***]. Allscripts, at its sole expense, will provide the second and all escalating levels of support for all technical issues and upgrades relating to Allscripts products. [***].
12.3 Integration Support. At the Company's expense and no additional charge to Allscripts, from time to time the Company will provide Allscripts with reasonable remote integration and implementation assistance, including, without limitation, upon addition of a new or updated Installed Software or Subscription Software Services under this Agreement.
12.4 Documentation. The Company has delivered or made available to Allscripts complete and accurate Documentation for the Installed Software, Subscription Software Services and that required to offer the Merchant Processing Services, and will promptly deliver or make available to Allscripts supplements to such Documentation and manuals, as and when released, to reflect all modifications, releases, supplements, corrections, Updates, amendments, and other changes to the Installed Software or Subscription Software Services or that required to offer the Merchant Processing Services. The Company will provide all Documentation in electronic form, in such formats and media as Allscripts may reasonable request. The Company agrees that all Documentation will include all technical and functional specifications and other such information as may be reasonably necessary for the effective installation, testing, use, support, and maintenance of the Installed Software and Subscription Software Services other than the Merchant Processing Services, including the effective configuration, integration, and systems administration of the Installed Software, Subscription Software Services other than the Merchant Processing Services and the operation and the performance of all its functions.
13. Updates.
13.1 Updates. [***] (either directly or through Allscripts, at Allscripts' direction) with Updates , either in response to specific requests from Allscripts to remedy Errors (consistent with the Error correction timing in Exhibit C), or as such Updates are released or generally made available [***]. For the avoidance of doubt, Updates will constitute Installed Software or Subscription Software Services (as applicable) and be subject to the terms and conditions of this Agreement. With respect to the Merchant Processing, [***]. 16
13.2 Restrictions on Updates.
(a) With respect to any material customer facing Update that does not relate to Merchant Processing Services, the Company will provide Allscripts [***] notice before releasing any such Update (except for Error corrections or fixes which may be released earlier). At least [***] before releasing any such customer facing Update (except for Error corrections or fixes which may be released earlier), the Company will provide Allscripts with (i) technical documentation of such Update; (ii) commercially reasonable technical assistance and training for such Update; and (iii) a functional, updated demonstration version of the Subscription Software Services (and for any Update made available via remote access, a testing environment), which will be sufficient to enable Allscripts to test the applicable Subscription Software Services and Allscripts products and services with respect to such Update. [***].
(b) The Company agrees to use its best efforts to resolve all support issues (pursuant to Exhibit D) relating to an Update that the Parties classify as Critical or High (as on Exhibit D) before releasing such Update.
13.3 Compatibility. With respect to any upgrades, updates, or modifications [***].
13.4 Changes to Merchant Processing Services. The Company may make revisions to the Merchant Processing Services, [***].
14. Other Covenants.
14.1 Insurance.
(a) At the Company's expense, the Company will maintain policies of insurance with insurance companies having a financial strength rating no lower than A and a size category not lower than XII as rated by the A.M. Best Company, and in amounts which are reasonable and prudent in light of the Company's business, potential liabilities to Allscripts hereunder, and other relevant factors, including the following: (i) Commercial General Liability insurance [***] (ii) Errors and Omissions insurance [***] and (iii) Workers' Compensation insurance with applicable statutory limits.
(b) Allscripts will be named as an additional insured under the foregoing policies, each of which will be primary and non-contributory. [***] The Company will give Allscripts [***] notice prior to any alteration, cancellation, or non-renewal of the policies required pursuant to this Agreement; provided, however, that the Company will not be obligated to provide such notice if, concurrently with such alternation, cancellation, or non-renewal, the Company obtains similar or better coverage from the same or another qualified insurer, without a lapse in coverage.
14.2 No Subcontractors. Except for the performance of the Merchant Processing Services, the Company will not subcontract any of its obligations under this Agreement to a third party, including the provision of any Services, without Allscripts' prior written consent. Allscripts hereby consents to the use by the Company of offshore developers with respect to the development of the Installed Software and the Subscription Software Services. The Company will remain responsible to Allscripts for any performance of its obligations hereunder notwithstanding the permitted engagement of any such third party. Allscripts acknowledges that the provision of the Merchant Processing Services is dependent on the services of the Member Banks. Company shall use good faith efforts to maintain its ability to provide Merchant Processing Services, including by adhering to the rules and regulations promulgated by Visa, Master Card and the Member Bank and using good faith efforts to maintain a current contract with the Member Bank or a reasonably comparable substitute to enable it to fulfill its obligations hereunder. Notwithstanding anything to the contrary [***]. 17
14.3 Further Assurances. Each Party will, upon the reasonable request of the other Party and at the requesting Party's sole cost and expense, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.
14.4 Non-Solicitation. During the term of this Agreement and for a period of [***] thereafter, neither Party nor its controlled Affiliates will, without the prior written consent of the other Party, directly or indirectly solicit for employment any then-current employee of the other Party or its controlled Affiliates; [***].
14.5 Compliance with Laws. Each Party will comply with all applicable Laws and the Operating Regulations, governmental requirements, and industry standards, including those with respect to privacy, data protection, portability, or accountability, applicable to such Party or its personnel with respect to the Software, the Services, and the performance of its obligations under this Agreement; provided that Allscripts will have no obligation to comply with any Operating Regulations unless such Operating Regulations are disclosed to it. Neither Party will, nor permit any third parties to, export, re-export, or release, directly or indirectly, any Controlled Technology to any country or jurisdiction to which the export, re-export, or release of any Controlled Technology (a) is prohibited by applicable Law or (b) without first completing all required undertakings (including obtaining any necessary export license or other governmental approval).
14.6 [***].
15. Force Majeure.
15.1 Force Majeure. Neither Party will be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by (a) acts of God; (b) flood, fire, or explosion; (c) war, terrorism, invasion, riot, or other civil unrest; (d) embargoes or blockades in effect on or after the Effective Date or (e) any other cause or event beyond its reasonable control (each of the foregoing, a Force Majeure Event). The Disaster Recovery Plan, attached hereto as Exhibit L, sets forth Phreesia's obligations for disaster recovery preparedness and response, including among other things, preparing for and responding to Force Majeure Events.
15.2 [***].
16. Regulatory Matters.
16.1 Privacy and Security Matters. Concurrently with the execution of this Agreement, the Parties are executing a HIPAA Business Associate Agreement (the BAA) in the form attached hereto as Exhibit E.
16.2 Technical Standards. The Company will provide Allscripts with Updates so that the Subscription Software Services can be implemented and configured to comply in all material respects with applicable privacy and security standards (e.g., HITECH, HIPAA, and Omnibus rule) within a reasonably practicable timeframe (based on the scope of required enhancements and other factors) after their final, formal adoption and publication by the Secretary of the U.S. Department of Health and Human Services.
16.3 Data. The Company will ensure that all protected health information (PHI), personally identifiable information (PII) or payment card information (PCI) is (1) encrypted at rest and (2) encrypted while moving in or out of the Company's data center. 18
16.4 Interfaces. In connection with the Subscription Software Services, PIMS and the Services, the Company will use and support Unity API interfaces that are generally available to Allscripts, and make appropriate adjustments to the Subscription Software Services to support Allscripts' standard implementation of such interfaces. Upon the Parties' mutual agreement, and without additional licensing fees, the Company may also use Allscripts API services (e.g., Unity), and Allscripts may use the Company's APIs (as applicable).
16.5 Required Updates. The Company will provide Allscripts with Updates, if and when required, so that the Subscription Software Services include such functionalities as are necessary to allow Allscripts and Sublicensed Customers to comply with those legal and regulatory requirements that are binding upon Allscripts or Sublicensed Customers in their respective use of the Installed Software and Subscription Software Services or Merchant Processing Services and that are binding standards or other requirements regarding the processing of electronic transactions that the Installed Software and Subscription Software Services or Merchant Processing Services are designed to process, including any and all binding modifications or replacements to such regulations. [***].
16.6 Regulatory Approvals. The Company will be solely responsible for obtaining and maintaining all licenses, permits, and approvals required by any governmental authority with respect to the Software or the marketing, use, or distribution thereof. The Company will use reasonable diligence in connection with the design and development of the Subscription Software Services or Merchant Processing Services to identify any such licenses, permits, and approvals and any applicable Laws to which the Subscription Software Services or Merchant Processing Services or its use is subject. [***].
16.7 [Intentionally Omitted.]
16.8 Protected Health Information. Except as otherwise expressly provided hereunder, in connection with any transfer of protected health information (PHI) between the Parties pursuant to this Agreement:
(a) each Party will transfer PHI between the Parties only through use of a dedicated connection to which the Parties are the only authorized parties or such other method of communication, such as encrypted communication, between them;
(b) each Party will not permit any third party to use any such connection to the extent that such use is in its control, unless such third party is providing services to such Party as permitted under this Agreement;
(c) each Party will take reasonable steps to ensure that the output display of that connection at each facility it has is limited to authorized personnel or independent contractors of the Party; and
(d) the Company's use of Sublicensed Customer de-identified and aggregated PHI will be limited to the rights set forth in a Business Associate Agreement, if any, executed between the Company and the respective Sublicensed Customer. The Company has no rights to de-identify any Sublicensed Customer PHI under this Agreement.
17. Invoicing, Reporting and Payment Terms.
17.1 Reports and Invoicing.
(a) Invoicing from Company to Allscripts. 19
(i) Invoicing for Eligibility and Benefits (E&B) Services. The Company will provide Allscripts with (1) an invoice for the fees set forth on Exhibit F for all E&B Transactions [***] and (2) a report with reasonably detailed supporting data for all such E&B Transactions by each Sublicensed Customer, excluding Legacy Customers, [***].
(ii) Invoicing for POS Dashboard. Allscripts shall deliver a report with reasonably detailed supporting data to Company no later than [***] for current Sublicensed Customers of the POS Dashboard. Company shall deliver an invoice to Allscripts for POS Dashboard fees in accordance with Exhibit F no later than [***].
(iii) Invoicing for Professional Services and Travel and Expense (T&E) Reimbursement. If services are performed by Company pursuant to a request by Allscripts for implementation, set up, training or support beyond those services that Company is required to perform under this Agreement, including, without limitation, as set forth in Sections 10 and 11, Company will deliver an invoice for such fees at the hourly rate described in Exhibit C and any related reimbursable expenses that Allscripts has pre-approved no later than [***] together with reasonable supporting detail.
(iv) Allscripts Internal Use. Notwithstanding anything to the contrary, Allscripts will not be required to make any payments to the Company in respect of its internal use of the Installed Software or Subscription Software Services, including with respect to its use in connection with its performing of support obligations hereunder.
(b) Invoicing from Allscripts to Company.
(i) Invoicing for Revenue Share on Merchant Processing Services. Company shall deliver a report with reasonably detailed merchant-level payment transaction data, [***] to Allscripts [***] for Merchant Processing Services provided to Allscripts Customers, excluding Legacy Customers. Allscripts will provide the Company with an invoice for merchant processing revenue share in accordance with Exhibit F [***].
(ii) Invoicing for Patient Intake Management Offering. Company shall deliver a report with reasonably detailed data, [***] to Allscripts [***] for its Patient Intake Management Offering provided to Allscripts Customers, excluding Legacy Customers. Allscripts will provide the Company with an invoice for merchant Patient Intake Management revenue share in accordance with Exhibit F, [***].
(iii) Legacy Customer's Fee. Allscripts shall invoice the Company for Legacy Customers (as defined on Exhibit H) quarterly fees in accordance with Exhibit F [***].
17.2 Reporting for the Purpose of Invoicing Sublicensed Customers. [***].
17.3 Payment Terms.
(a) Each party will submit each invoice in electronic format, via such delivery means and to such address as are specified by Allscripts and the Company in writing from time to time.
(b) Subject to the terms and conditions of this Section 17.3, each party will pay all properly invoiced fees within [***] after its receipt of a proper invoice therefor. All payments hereunder will be invoiced in U.S. Dollars. All payments hereunder will be made by wire transfer to the account specified by each Party; provided that a Party shall provide at least [***] advance notice of any changes to its account. [***]. 20
(c) Subject to Section 17.3(d), Company will not withhold the Subscription Software Services or Merchant Processing Services or any Services or fail to perform any obligation hereunder by reason of a good faith withholding of any payment or amount in accordance with this Section 17.3(c) or any dispute arising therefrom. [***].
(d) [***].
17.4 Audit Rights.
(a) During the term of this Agreement, for the longer of [***], each Party will maintain complete and accurate (in all material respects) books and records, in accordance with generally accepted accounting practices, regarding its sales and services activities with respect to the subject matter of this Agreement.
(b) During the term of this Agreement, [***], each Party will have the right to engage, at its own expense, an independent auditor reasonably acceptable to the other Party to review the other Party's books and records solely for the purpose of confirming the other Party's compliance with its pricing and payment obligations hereunder. Prior to performing any audit, the independent auditor must sign a confidentiality agreement in a form reasonably acceptable to the audited Party. Any such audit will be limited in scope to the [***] period immediately preceding the commencement date of such audit. The auditing Party will furnish the audited Party with written notice at least [***] prior to the date that it desires to commence such audit. The Parties will mutually agree, reasonably and in good faith, on the timeframe for such audit to be conducted. Any such audit will be conducted during the audited Party's regular business hours and in a manner that minimizes interference with the audited Party's normal business activities. All information that is disclosed in connection with such audit will be deemed to be the Confidential Information of the audited Party, and subject to this Agreement. Any audit will be conducted in a manner that does not breach or violate any applicable Laws regarding patient confidentiality. The rights set forth in this Section 17.4(b) may not be exercised by an auditing Party more frequently than one (1) time in any twelve (12)-month period.
(c) If any audit reveals an underpayment or over-charge by a Party, then such Party will promptly remit the full amount of such underpayment or over-charge to the other Party.
(d) Each Party will bear all costs and expenses it incurs in connection with preparing for, conducting, or complying with any such audit including, in the case of the auditing Party, the costs and expenses of conducting the audit.
(e) Additionally, Allscripts shall have the right to examine the development and any work-in-progress at any time upon reasonable notice to the Company. Furthermore, [***], the Company shall provide sufficient access to its books and records as requested by Allscripts for the purpose of verifying the Company's compliance with its obligations relating to matters other than payment and pricing. In addition, [***], Allscripts shall provide sufficient access to its books and records as requested by the Company for the purpose of verifying Allscripts compliance with its fee reporting and payment obligations hereunder.
(f) Annually, the Company shall have performed, [***], a PCI assessment and a third party privacy and security assessment covering [***] Company will make available to Allscripts via WebEx or similar web-conferencing technology a copy of the reports from the PCI assessment and the privacy and security assessment for Allscripts review [***] of [***]. Additionally [***], upon Allscripts' reasonable 21
request, Company shall cause the firms performing the Security Assessments to make available the personnel responsible for such audits to discuss any adverse findings with Allscripts. Company shall perform third party external vulnerability scans [***]. All Critical or High vulnerabilities identified during the scans shall be remediated and validated as closed by the third party scanning vendor. Company shall also perform third party penetration tests following a major security architectural change. Company shall provide to Allscripts an executive summary of each vulnerability scan and penetration test [***] of completion of each such scan or test. Vulnerability scans and penetration testing requirements shall commence [***]. The PCI audit, third party Privacy and Security assessment, vulnerability scan, and penetration test shall collectively be referred to as the Security Assessments.
(g) Annually, Allscripts shall have performed, at its costs and expense, a third party privacy and security assessment [***]. Upon request, Allscripts will coordinate with Company to make available to Company via WebEx or similar web-conferencing technology a copy of the report from the privacy and security assessment for Company review, provided that such web-conference will not be earlier than [***].
Failure to comply with this Section shall be deemed a material breach of this Agreement.
18. Expenses; Taxes.
18.1 Expenses. Unless otherwise expressly set forth in this Agreement, each Party will bear all of its own costs and expenses incurred in connection with this Agreement or its performance hereunder, including any development costs, sales and marketing costs, and support costs.
18.2 Taxes. All fees set forth herein are inclusive of any taxes, tariffs, duties, assessments, or governmental charges. Each Party will be responsible for any sales tax, use tax, excise tax, import duty, export duty, or other tax, tariff, duty, assessment, or charges of any kind imposed by any governmental entity on it as a result of any transaction contemplated by this Agreement.
19. Confidentiality.
19.1 Obligations. From time to time in connection with this Agreement, either Party (as the Disclosing Party) may disclose or make available to the other Party (as the Receiving Party) Confidential Information. [***].
19.2 Exceptions. Confidential Information shall not include [***].
19.3 Legally Required Disclosure. Notwithstanding anything in this Section 19 to the contrary, if a Receiving Party or any of its Representatives is required or receives a request, pursuant to applicable Law or the rules or regulations of a stock exchange or similar self-regulatory authority, to disclose any of the Disclosing Party's Confidential Information, then the Receiving Party agrees, to the extent legally permissible and as soon as reasonably practicable, to provide the Disclosing Party with written notice of the event so that the Disclosing Party may, at the Disclosing Party's expense, seek a protective order or other remedy. The Receiving Party or its Representative (as applicable) will use its commercially reasonable efforts to consult and cooperate with the Disclosing Party with respect to any effort by the Disclosing Party to resist or narrow the scope of such requirement or request, or to seek such protective order or other remedy. If such protective order or other remedy is not obtained, then the Receiving Party or its Representative (as applicable): (a) may, without liability, disclose that portion of the Disclosing Party's Confidential Information that it is required or requested to disclose; and (b) will use its commercially reasonable efforts to have confidential treatment accorded to the Confidential Information so disclosed. Furthermore, Section 19 will not apply to the disclosure of Confidential Information if such disclosure is necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary. Any information disclosed pursuant to this Section 19.3 will retain its confidential status for all other purposes. 22
19.4 Effect of Expiration or Termination. Subject to Section 25.7, upon expiration or termination of this Agreement, at the Disclosing Party's request, the Receiving Party will, and will cause its Representatives (and, if applicable, its Affiliates, Allscripts Resellers, and Partnering Organizations) to, promptly return or destroy all Confidential Information received from the Disclosing Party in tangible form, together with all copies thereof, in such Person's possession; provided, however, that the Receiving Party may keep one (1) copy of the Disclosing Party's Confidential Information (a) to the extent necessary to exercise its surviving rights and perform its surviving obligations hereunder and (b) in accordance with its corporate security and/or disaster recovery procedures, to the extent such Confidential Information is in electronic form. The Receiving Party will, upon request, promptly certify in writing that it has complied with the obligations of this Section 19.4.
19.5 Protected Health Information. For the avoidance of doubt, the protection of PHI or other personally identifiable information received by a Party or its Representatives hereunder will be governed by the BAA, and will not be deemed to be Confidential Information for purposes of this Agreement.
19.6 No Additional Requirements. Each Party acknowledges that the other Party or its Representatives may, currently or in the future, be developing internally, or receiving information from other Persons, that is similar to the Confidential Information of the other Party disclosed to it or its Representatives under this Agreement. Except as otherwise set forth in Section 5, nothing in this Agreement will prohibit any Party or its Representatives from developing, manufacturing, marketing, selling, servicing, or supporting, or having developed, manufactured, marketed, sold, serviced, or supported for it, products, concepts, systems, or techniques that are similar to or compete with the products, concepts, systems, or techniques contemplated by or embodied in the other Party's Confidential Information; provided, that neither Party nor its Representatives may use the other Party's Confidential Information in connection with such activities. Furthermore, neither Party nor its Representatives will have any obligation to limit or restrict the assignment of its respective employees or consultants as a result of their having had access to the other Party's Confidential Information.
20. Public Announcements.
20.1 Publicity. Except as may be required by applicable Law or listing standard, neither Party will issue or release any public announcement, statement, press release, or other publicity relating to this Agreement without the prior written consent of the other Party.
20.2 Use of Marks. Unless expressly permitted by this Agreement, neither Party will use the other Party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, origin, association, or sponsorship, without the prior written consent of the other Party.
21. Representations and Warranties.
21.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:
(a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the Laws of its jurisdiction of incorporation, organization, or charter; 23
(b) it has, and throughout the term of this Agreement and any Customer Agreement will retain, the full right, power, and authority to enter into this Agreement, to grant the rights and licenses it grants hereunder, and to perform its obligations under this Agreement;
(c) its execution of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party;
(d) when executed and delivered by it, this Agreement will constitute its legal, valid, and binding obligation, enforceable against it in accordance with its terms;
(e) there is no outstanding claim, litigation, proceeding, arbitration, or investigation to which it is a party that would reasonably be expected to have a material adverse effect on its ability to enter into this Agreement or to perform its obligations hereunder; and
(f) its execution, delivery, and performance of its obligations under this Agreement does not and will not violate any judgment, order, decree, or applicable Law, nor does it or will it violate any agreement to which it is a party.
21.2 Company Representations and Warranties. The Company represents and warrants to Allscripts that:
(a) Company or its licensors, or their permitted successors or assigns are, and throughout the term of this Agreement and any Customer Agreement will remain, the legal and beneficial owners of the entire right, title, and interest in and to the Installed Software, Subscription Software Services, the Documentation, and the Company Marketing Materials, including all Intellectual Property relating thereto (or, with respect to any third party software used to provide the Installed Software, Subscription Software Services it has, and will continue to have throughout the term of this Agreement, sufficient and valid license rights to grant the licenses and perform its obligations hereunder), including the unconditional and irrevocable right, power, and authority to grant the licenses and perform its obligations hereunder;
(b) as provided by the Company, no Installed Software or Subscription Software Services (including any Updates) does or will, at any time during the term of this Agreement or any Customer Agreement, contain any Harmful Code and no Installed Software will contain any Open Source Software;
(c) when used by Allscripts or any Sublicensed Customer, no Installed Software, Subscription Software Services, Documentation or Company Marketing Materials does or will: (i) infringe, misappropriate, or otherwise violate any Intellectual Property or other proprietary right of any third party (provided that Company's sole obligation and Allscripts sole remedy for any breach of the foregoing shall be for Company to indemnify Allscripts pursuant to Section 22), or (ii) fail to comply with any applicable Law;
(d) there is no settled, pending, or, to the Company's knowledge, threatened litigation, claim, or proceeding (including in the form of any offer to provide a license): (i) alleging that any use of the Installed Software, Subscription Software Service, Documentation or Company Marketing Materials does or would infringe, misappropriate, or otherwise violate any copyright, patent, trade secret, or other Intellectual Property of any third party; (ii) challenging the Company's ownership of, or right to use or license, any Installed Software, Subscription Software Services or Merchant Processing Services, Documentation or Company Marketing Materials, or alleging any adverse right, title, or interest with respect thereto; or (iii) alleging the invalidity, misuse, unregistrability, unenforceability, or non-infringement of any copyrights, trade secret rights, or patent rights in the Installed Software, Subscription Software Services or Merchant Processing Services, Documentation, or Company Marketing Materials; 24
(e) all Documentation is and will be complete and accurate in all material respects when provided to Allscripts, such that at no time during the term of this Agreement or any Customer Agreement will the Subscription Software Services or Merchant Processing Services have any material undocumented feature; and
(f) all Services provided hereunder are and will be in compliance with all applicable Laws.
21.3 Performance Warranty. The Company represents, warrants, and covenants to Allscripts that, during the term of this Agreement and any Customer Agreement:
(a) when used in accordance with the Documentation, all Subscription Software Services or Merchant Processing Services and the Installed Software as provided by the Company will meet, in all material respects, all applicable specifications set forth in this Agreement and the Documentation, and function in all material respects, in conformity with this Agreement and the Documentation;
(b) any media on which the Installed Software or Documentation is delivered will be free of any damage or defect in design, material or workmanship; and
(c) no Update will have a material adverse effect on the material functionality or operability of the Installed Software or Subscription Software Services or Merchant Processing Services, as the case may be.
21.4 Breach of Performance Warranty. If the Company breaches any of the warranties set forth in Section 21.3, then the Company will, upon notice from Allscripts and at the Company's sole cost and expense, remedy such breach on a timely basis and in accordance with Section 12. [***].
21.5 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
22. Indemnification.
22.1 Indemnification by the Company. Subject to the provisions of this Section 22, the Company agrees to defend Allscripts and its Representatives, and all of such Persons' successors and assigns (collectively, the Allscripts Indemnified Persons), from and against any and all third party Claims, and indemnify and hold the Allscripts Indemnified Persons harmless from and against any and all Losses incurred or sustained by the Allscripts Indemnified Persons, or any of them, directly or indirectly, in connection with or to the extent such third party Claim and related Loss is a result of any of the following:
(a) the Company's breach of any representation, warranty, covenant, or obligation of the Company under this Agreement or the Restated Developer Agreement;
(b) any violation of applicable Law by the Company;
(c) any gross negligence or willful misconduct in connection with its performance of any covenant or agreement applicable to the Company contained in this Agreement (including the performance of the Services), including any personal injury, death, or damage to tangible personal or real property; 25
(d) taxes assessed or claimed against any of the Allscripts Indemnified Persons that are obligations of the Company in connection with this Agreement or which result from the breach of this Agreement by the Company;
(e) any damage caused to any third party's IT environment by Company or any Developer App (as defined in the Restated Development Agreement) or
(f) any Claims that any Developer App, the Installed Software, Subscription Software Services or Merchant Processing Services, Documentation, Marketing Materials, the Company Marks, or Services, or any use, promotion, marketing, distribution, sale, service, or delivery thereof, infringe, misappropriate, or violate any Intellectual Property or other rights of a third party, including any damages suffered by Sublicensed Customers as a result thereof for which Allscripts is liable, including any refunds of fees paid by Sublicensed Customers for use of such infringing materials.
22.2 Infringement Remedy.
(a) In the event of a Claim that the Installed Software, Subscription Software Services or Merchant Processing Services, Documentation, Company Marketing Materials, or Services, or any use, promotion, marketing, distribution, sale, service, or delivery thereof, infringe, misappropriate, or violate any Intellectual Property of a third party, or if any use of any of the Installed Software, Subscription Software Services or Merchant Processing Services, the Documentation, Company Marketing Materials, or the Services (or any respective component thereof) is enjoined, threatened to be enjoined, or is otherwise the subject of such a Claim, [***].
(b) [***].
(c) [***].
22.3 Indemnification by Allscripts. Subject to the provisions of this Section 22, Allscripts agrees to defend the Company and its Representatives, and all of such Persons' successors and assigns (collectively, the Company Indemnified Persons), from and against any and all third party Claims, and indemnify and hold the Company Indemnified Persons harmless from and against any and all Losses incurred or sustained by the Company Indemnified Persons, or any of them, directly or indirectly, in connection with or to the extent such Claim and related Loss is a result of any of the following:
(a) Allscripts' breach of any representation, warranty, covenant, or obligation of Allscripts under this Agreement or the Restated Developer Agreement;
(b) any violation of applicable Law by Allscripts, or by Allscripts' Affiliates, Allscripts Resellers, and Partnering Organizations solely in connection with this Agreement;
(c) any gross negligence or willful misconduct in connection with its performance of any covenant or agreement applicable to Allscripts or to Allscripts' Affiliates, Allscripts Resellers, and Partnering Organizations contained in this Agreement, including any personal injury, death, or damage to tangible personal or real property; or
(d) any claim that the SDK (as defined in the Restated Developer Agreement), the Associated Allscripts Software (as defined in the Restated Developer Agreement) Allscripts Marks or any Allscripts products or services infringe, misappropriate, or violate any Intellectual Property of a third party; or 26
(e) taxes assessed or claimed against any of the Company Indemnified Persons that are obligations of Allscripts, Allscripts' Affiliates, Allscripts Resellers, or Partnering Organizations in connection with this Agreement, or which result from the breach of this Agreement by Allscripts, Allscripts' Affiliates, Allscripts Resellers, or Partnering Organizations.
22.4 Indemnification Procedure.
(a) A Person seeking defense and indemnification under this Section 22.4 (the Indemnified Person) will promptly notify the Party from whom defense and indemnification is being sought (the Indemnifying Party) in writing, describing the circumstances, in reasonable detail, for which it seek defense and indemnification.
(b) Upon notice of a Claim, the Indemnifying Party will [***] assume the investigation and defense of such Claim, and, in connection therewith, will employ counsel of national reputation of its own choosing [***]. At the Indemnifying Party's request and expense, the Indemnified Person will provide reasonable cooperation in connection with the investigation and defense of such Claim; [***]. The Indemnified Person may also participate in and observe (but not control) the investigation and defense of such Claim, [***] and with counsel of its choosing.
(c) If the Indemnifying Party fails to defend a Claim hereunder within a reasonable amount of time after receiving notice thereof, the Indemnified Person will have the right, but not the obligation, and without waiving and of its other rights hereunder, to undertake the defense of and to compromise or settle such Claim, on behalf of [***] of the Indemnifying Party.
(d) [***].
(e) An Indemnified Person's failure to perform any obligations under this Section 22.4 will not diminish an Indemnifying Party's obligations hereunder, except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure.
(f) [***].
[***].
22.5 Limitations. The Company's obligations to provide defense and indemnity pursuant to this Section 22 will be reduced to the extent that the Claim or Loss was caused by (a) the Indemnified Person's creation of modifications to the Installed Software, Subscription Software Services, Developer App, Merchant Processing Services, Documentation, Company Marketing Materials, or Services, unless such modifications (i) were authorized in writing by the Company or were otherwise directed in writing or caused by the Indemnifying Party or (ii) were contemplated and permitted as a feature of any of the Installed Software or Subscription Software Services or Merchant Processing Services, and in each case solely to the extent such Claim would not have occurred but for such modifications; (b) the Indemnified Person's failure to use updates or corrections made available by the Indemnifying Party, but solely to the extent such Claim would not have occurred if such updates or corrections had been used; or (c) the operation of Allscripts' products or services or the combination or use of the Installed Software, Developer App, Subscription Software Services or Merchant Processing Services or Services in conjunction with Allscripts' products or services (unless directed in writing or caused by the Company), if such Claim would not have arisen but for such combination or use, and except to the extent arising from any combination performed by or on behalf of the Company in connection with the Services. 27
23. Limitation of Liability.
23.1 Limitation of Liability.
(a) EXCEPT AS OTHERWISE SET FORTH IN SECTION 23.2, IN NO EVENT WILL ANY PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY LOST PROFITS OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POTENTIAL FOR SUCH DAMAGES, OR WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, TORT, OR OTHERWISE. [***].
(b) EXCEPT AS OTHERWISE SET FORTH IN SECTION 23.2, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING BY STATUTE, CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY ALLSCRIPTS TO COMPANY HEREUNDER DURING THE [***] PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PROVISIONS OF THIS AGREEMENT ALLOCATE RISKS BETWEEN THE PARTIES. THE PRICING SET FORTH HEREIN REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.
23.2 Exceptions. The limitations in Section 23.1(a) will not apply to (a) losses arising out of or relating to a Party's breach of its obligations in Section 8 (excluding Section 8.4(g)) or Sections 1.1, 1.2, 1.4, 1.6 or 6.1 of the Restated Developer Agreement, (b) losses arising out of a Party's breach of Section 19 or the Business Associate Agreement (c) losses arising from a Party's gross negligence or more culpable conduct, including any willful misconduct or intentionally wrongful acts; (d) losses for death, bodily injury, or damage to real or tangible personal property arising out of or relating to a Party's negligent or more culpable acts or omissions or (e) a Party's obligation to pay attorneys' fees and other costs pursuant to Section 28.9(e). The limitations in Section 23.1(b) will not apply to (a) losses arising out of or relating to a Party's breach of its obligations in Section 8 (excluding Section 8.4(g)) or Sections 1.1, 1.2, 1.4, 1.6 or 6.1 of the Restated Developer Agreement, (b) losses arising out of a Party's breach of Section 19 or the Business Associate Agreement; (c) a Party's indemnification obligations under Sections 22.1(b) through 22.1(e) or Sections 22.3(b) through 22.3(e); (d) losses arising from a Party's gross negligence or more culpable conduct, including any willful misconduct or intentionally wrongful acts; (e) losses for death, bodily injury, or damage to real or tangible personal property arising out of or relating to a Party's negligent or more culpable acts or omissions; or (f) a Party's obligation to pay attorneys' fees and other costs pursuant to Section 28.9(e). In addition, the limitations in Section 23.1(b) will not apply (1) to Company's indemnification obligations under Section 22.1(a) or (2) Allscripts indemnification obligations under Section 22.3(a), unless the Company's or Allscripts' indemnification obligation under Section 22.1(a) or 22.3(a), as the case may be, relates to the losses and obligations described in subclauses (a) through (f) of the preceding sentence. [***].
23.3 Essential Basis. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND, ABSENT ANY OF SUCH DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS OF LIABILITY, THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 28
24. Term.
24.1 Term. The initial term of this Agreement commences on the Effective Date and will continue in effect until five (5) year(s) from such date (the Initial Term) unless terminated earlier pursuant to Section 25.
24.2 Renewal. Unless this Agreement is terminated pursuant to Section 25, this Agreement will automatically renew for additional successive [***] terms (each a Renewal Term and together with the Initial Term, the Term) unless and until either Party provides written notice of non-renewal to the other Party at least [***] prior to the end of the then-current Term. 25. Termination.
25.1 Termination for Convenience. [***].
25.2 Termination for Cause. Either Party may terminate this Agreement, immediately upon written notice to the other Party, if the other Party materially breaches this Agreement and such breach (a) is incapable of cure or (b) being capable of cure, remains uncured [***] after the breaching Party receives written notice from the non-breaching Party thereof.
25.3 Termination for Insolvency. Either Party may terminate this Agreement, immediately upon written notice to the other Party, if the other Party (a) becomes insolvent or admits inability to pay its debts generally as they become due; (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, which is not fully stayed within [***] or is not dismissed or vacated within [***] after filing; (c) is dissolved or liquidated or takes any action for such purpose; (d) makes a general assignment for the benefit of creditors; or (e) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any portion of its property or business (and such appointment is not discontinued within [***] thereafter).
25.4 Termination for Force Majeure. Subject to Section 15.2, either Party may terminate this Agreement, immediately upon written notice to the other Party, if a Force Majeure Event affecting the other Party's performance of its obligations hereunder continues substantially uninterrupted for a period of [***] or more.
25.5 Termination for Exclusion/Termination of Merchant Processing Services. [***].
25.6 Termination for Change of Control. [***].
25.7 Effect of Expiration or Termination.
(a) The expiration or termination of this Agreement will not have the effect of terminating any Customer Agreement, Merchant Agreement (or the licenses to the Installed Software or Subscription Software Services distributed thereunder) or agreement directly between [***].
(b) Upon expiration or termination of this Agreement, except in connection with the rights and obligations set forth in this Section 25.7, Allscripts will immediately (i) cease all use of the Company Marks and all marketing and sales-related efforts with respect to the Installed Software, Subscription Software Services or Merchant Processing Services and the Services; (ii) discontinue all representations or statements from which it might be inferred that any relationship exists between the Parties; (iii) cease to solicit or procure orders for the Subscription Software Services or Merchant Processing Services, Installed Software, Merchant Processing Services or the Services; and (iv) return all copies of the Documentation, and related materials and copies thereof, to the Company; provided, however, that Allscripts may retain a reasonable number of copies of the Documentation and related materials in order to fulfill its obligations under this Agreement and the Customer Agreements. 29
(c) Upon expiration or termination of this Agreement, the Company will (i) provide reasonable cooperation and assistance to Allscripts, at Allscripts' written request and to the extent necessary to fulfill any continuing obligations under this Agreement, in transitioning the terminated Support Services to an alternative service provider; and [***].
(d) Subject to the foregoing paragraphs of this Section 25.7, upon expiration or termination of this Agreement, [***]. 26. Change of Control.
26.1 Competing Providers. This Section 26 will only apply in the event of a Change of Control to a Competing Provider or its Affiliate.
26.2 Removal of Data. [***].
26.3 De-identified Data. As of the consummation of a Competitive Change of Control, [***].
26.4 No Obligation. As of the consummation of a Competitive Change of Control, Allscripts will be under no obligation to provide the Company (or, for the avoidance of doubt, any Company Acquiror or Competing Provider) with any Data, except Data necessary for Company to fulfill its obligations under its Merchant Agreements with such customers and to fulfill any of its obligations hereunder for the duration of the applicable Customer Agreements.
26.5 Support. Notwithstanding anything in this Agreement to the contrary, as of the consummation of a Competitive Change of Control, Allscripts will have the right, in its sole discretion, to assume the provision of Level 1 Support Services to Sublicensed Customers and to become the first direct point of contract for each Sublicensed Customer for support and maintenance matters hereunder. A Competitive Change of Control will not release the Company from any of its obligations under this Agreement, including its obligations to provide Support Services. 27. Survival.
27.1 Survival. The provisions of Sections 1, 2.5-2.7, 8.4-8.6, 8.8, 16.8, 18-25, 27, and 28 and Exhibit E (Business Associate Agreement), Exhibit F (Buy Rates and Revenue Share) and Exhibit H (List of Legacy Customers) will survive and continue after the expiration or termination of this Agreement indefinitely. The provisions of the Restated Developer Agreement set forth in its Survival provision will survive the expiration or termination of the Restated Developer Agreement or this Agreement indefinitely. The provisions of Sections 2.1(c)-(d), 2.3, 4.2, 4.3, 8.1-8.3, 8.7, 10, 11.3, and 12-17 (excluding Sections 14.4 and 17.4, each of which will survive for the duration set forth therein; and Sections 14.6, 16.1 and 16.8), Exhibit C (Services) and Exhibit D (Service Level Agreement) will survive and continue after the expiration or termination of this Agreement for the full duration of any Customer Agreement. In addition, the rights and obligations of any Party which, by their nature, extend beyond the expiration or termination of this Agreement will continue in full force and effect notwithstanding the termination of this Agreement. 30
28. Miscellaneous.
28.1 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party will have authority to contract for or bind the other Party in any manner whatsoever, except as expressly set forth in this Agreement.
28.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder will be in writing and addressed to a Party at the address set forth under such Party's name on the signature page hereto (or as otherwise specified by a Party in a notice given in accordance with this Section 28.2). Notices sent in accordance with this Section 28.2 will be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); or (b) when received, if sent by a nationally recognized overnight courier (receipt requested).
28.3 Interpretation. For purposes of this Agreement, (a) the words include, includes, and including will be deemed to be followed by the words without limitation; (b) the word or is not exclusive; and (c) the words herein, hereof, hereby, hereto, and hereunder refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (i) to Sections and Exhibits refer to the sections of, and exhibits attached to, this Agreement; (ii) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing an instrument to be drafted. The Exhibits referred to herein will be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. The headings in this Agreement are for reference only and will not affect the interpretation of this Agreement.
28.4 Assignment. Neither Party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily or involuntarily, without the other Party's prior written consent, which will not be unreasonably withheld, conditioned, or delayed. Any assignment, delegation, or other transfer without such prior written consent will be null and void. Notwithstanding the foregoing (and subject to Section 25 and 26) either Party may assign this Agreement without the consent of the other Party as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets or business to which this Agreement relates. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
28.5 No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties, their respective permitted successors and assigns, and the Persons indemnified in Section 22, and nothing herein, express or implied, is intended to or will confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
28.6 Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 31
28.7 Severability. If any provision of this Agreement or the application thereof to any Party or circumstances is declared void, illegal, or unenforceable, then the remainder of this Agreement will be valid and enforceable to the extent permitted by applicable Law. In such event, the Parties will use their reasonable efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable Law, achieves the purposes intended under the invalid or unenforceable provision.
28.8 Governing Law. This Agreement will be governed by and construed in accordance with the Laws of the State of Illinois applicable to agreements made and to be performed wholly within that State without regard to its conflicts of laws provisions.
28.9 Dispute Resolution.
(a) Except as expressly permitted in Section 28.9(f), neither Party will initiate an arbitration of any dispute hereunder unless (i) such Party has provided the other Party with written notice of that dispute with reasonable specificity and attempted in good faith to resolve that dispute through negotiations; (ii) despite such efforts, the dispute remains unresolved [***] after receipt of that notice; and (iii) such initiation is in accordance with this Section 28.9.
(b) Subject to the foregoing, any dispute arising out of, relating to, or in connection with this Agreement which cannot be settled amicably will be finally resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution (CPR) Rules for Non-Administered Arbitration by a panel of three arbitrators, of which each Party will designate one arbitrator in accordance with the screened appointment procedure provided in Rule 5.4 thereof. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. sec. 1 et seq. Arbitration awards will be final and binding upon the Parties, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The place of the arbitration will be Chicago, Illinois. All aspects of the arbitration and any award will be confidential (subject to the exceptions set forth in Section 19.3).
(c) The arbitrators will have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a dispute; provided, however, that the arbitrators will have no power or authority to award damages that would be inconsistent with Section 23 of this Agreement.
(d) In any arbitration under this Section 28.9, the arbitrators will set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing each Party to such dispute an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the other Party about the subject matter of the dispute. The arbitrators will rule upon motions to compel or limit discovery and will have the authority to impose sanctions for discovery abuses, including attorneys' fees and costs, to the same extent as a competent court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification.
(e) Each Party will pay its own costs and expenses (including counsel fees) of any arbitration; provided, however, that the Parties will equally share the fees and expenses of the arbitrators; provided, further, that in the event any action, suit, arbitration, or other proceeding is instituted or commenced by either Party against the other Party arising hereunder, the prevailing Party will be entitled to recover its reasonable attorneys' fees, court costs, and costs of arbitration from the non-prevailing Party (it being agreed that the arbitrators and/or judge may eliminate or reduce such recovery on the grounds that it is unreasonable or disproportionate to the harm suffered). 32
(f) Notwithstanding anything else in this Section 28.9 to the contrary, either Party may apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. For such purpose, each Party irrevocably consents to the exclusive jurisdiction and venue of any Federal court within Cook County, Illinois, and waives and covenants not to assert or plead any objection which it might otherwise have to such jurisdiction and venue.
28.10 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL- ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
28.11 Equitable Relief. Each Party acknowledges that a breach by a Party of this Agreement may cause the non-breaching Party immediate and irreparable harm, for which an award of damages may not be adequate compensation and agrees that notwithstanding Section 28.9(b), in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including in the form of orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction or the arbitration panel, provided that following the formation of the arbitration panel pursuant to Section 28.9(b), such relief will only be sought from the arbitration panel. The Parties hereby waive any requirement for the securing or posting of any bond in connection with such relief. Such remedies will not be deemed to be exclusive but will be in addition to all other remedies available under this Agreement, at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
28.12 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered by facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. Federal ESIGN Act of 2000) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.
28.13 Entire Agreement. This Agreement, together with all Exhibits, and the BAA, constitutes the sole and entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter, including, without limitation, the Developer Agreement. [***].
[Signature Page Follows] 33
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. Allscripts Healthcare, LLC Phreesia, lnc.
By: /s/ Richard Elmore By: /s/ Thomas Altier Name: Richard Elmore Name: Thomas Altier Title: SVP Title: CFO
Address for Notices: Address for Notices:
[***] [***]
Attention: SVP, Corporate Development and Strategy Attn: Chief Executive Officer
With a copy (which will not constitute notice) to: With a copy (which will not constitute notice) to:
[***] [***]
Attention: General Counsel Attn: Chief Financial Officer
Signature Page to Strategic Alliance Agreement
EXHIBIT A
Description of Eligibility Benefits Services, POS Dashboard, Phreesia Patient Intake Management Offering and Merchant Processing Services
[***]
EXHIBIT B
Product Development Plan
[***]
EXHIBIT C
Services
[***]
EXHIBIT D
Service Level Agreement
[***]
EXHIBIT E
Form of HIPAA Business Associate Agreement
[***]
EXHIBIT F
Buy Rates and Revenue Share
[***]
EXHIBIT G
Amended and restated Allscripts Developer Program Agreement
[***]
EXHIBIT H
List of Legacy Customers
[***]
EXHIBIT I
Company's Trademark Use Guidelines and Instructions
[***]
EXHIBIT J
Merchant Agreement
[***]
EXHIBIT K
Merchant Application
[***]
EXHIBIT L
Disaster Recovery Plan
[***]
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
A: Allscripts will be named as an additional insured under the foregoing policies, each of which will be primary and non-contributory.
****
Q: EXHIBIT 10.2
SITE DEVELOPMENT AND HOSTING AGREEMENT
This SITE DEVELOPMENT AND HOSTING AGREEMENT (the Agreement) dated as of August 9, 1999 is made between Hanover Direct, Inc. (HDI), a New Jersey Corporation, located at 1500 Harbor Boulevard, Weehawken, NJ 07087, and The Deerskin Companies, Inc. (the Company), a Nevada corporation, located at 2500 Arrowhead Drive, Carson City, NV 89706. Each of the parties hereto shall be referred to as a Party.
In consideration of the mutual promises and covenants set forth below, HDI and the Company agree as follows:
1. HDI's Responsibilities.
1.1 HDI shall design, develop, implement, operate, maintain and manage, and enable the Company to establish a presence on the World Wide Web (Site) to make available to Internet users on demand, men's and women's apparel and accessories from the Deerskin Catalog (Deerskin Products). As used in this Agreement, Deerskin Products shall not include (i) closeout merchandise which the Company may identify as Deerskin branded items, if such is the case, nor (ii) products from the Company's Joan Cook Catalog.
1.2 HDI shall bear all costs associated with the design, development, implementation, operation, maintenance and management of the Site, including, without limitation, technology and labor.
1.3 HDI shall host and maintain the Site on a server provided by HDI.
1.4 HDI shall provide the Company with access to, and
the right to use, a computer system on which the Site will be stored and operated, with a direct Internet connection of shared but greater than T-1 bandwidth, plus capacity to process continuously during burst periods. HDI shall also provide the Company with access to HDI's software and Content administration tools for purposes of allowing the Company to monitor current catalog information.
1.5 For the purposes of collecting orders for Deerskin Products from the Site and to communicate to the Site the unavailability of certain Deerskin Products, HDI shall provide export files in the format provided by the Company. HDI shall bear the programming and software costs relating to efforts required to create order export files and receive and process import files of the Company's inventory information.
1.6 HDI shall have the Site fully operational and accessible on demand by users of the Internet no later than sixty (60) days from the date this Agreement has been executed by both Parties. In the event that HDI fails to have the Site fully operational within seventy (70) days from the date of this Agreement, the Company shall have the right to terminate this Agreement without penalty.
1.7 HDI shall distribute the Site through the world wide protocol of the Internet using distribution channels used by HDI sites and other similar distribution channels.
1.8 HDI agrees that it shall promote the Site and Deerskin Products no less favorably than it promotes HDI's
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catalog titles. HDI's promotion of the Site and Deerskin Products shall include, but not be limited to, the incorporation of the Site and Deerskin Products into HDI's promotion calendars with Xoom.com and Excite for the term of this Agreement. HDI agrees that the costs of any such promotions shall be borne by HDI.
2. Company's Responsibilities.
2.1 The Company shall provide all Content to HDI to be included in the Site no later than ten (10) days from the date this Agreement has been executed by both Parties.
2.2 The Company shall bear all costs associated with the processing of customer orders.
3. Fees; Payment.
3.1 The Company shall pay HDI thirty percent (3016) of the Net Sales in excess of Eleven Thousand Dollars ($11,000) per calendar month. Net Sales shall mean all revenues from the sale of Deerskin Products on the Site including shipping and handling charges, minus refunds and exchanges.
3.2 Payments to HDI shall be due monthly within thirty (30) days of the end of each calendar month and shall be accompanied by documentation reasonably detailing the calculation of the payment.
3.3 Quarterly reconciliation of payments shall be conducted within thirty (30) days of the end of each calendar quarter to adjust for refunds and exchanges not taken into account in payments made to HDI.
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3.4 HDI's General Manager (as hereinafter defined), may upon no less than thirty (30) days prior written notice to the Company, have the right to inspect the records of the Company's General Manager reasonably related to the calculation of such payments during the Company's normal business hours. The fees incurred by HDI in connection with the inspection shall be borne by HDI.
4. Term; Termination; Termination Payment.
4.1 Term; Termination. This Agreement shall be effective as of that date (the Effective Date) the Site becomes fully operational as set forth in writing and executed by both Parties and shall continue for a period of one (1) year from the Effective Date. This Agreement shall be automatically renewed for an additional one year period on each anniversary of the Effective Date, unless terminated by either Party hereto upon ninety (90) days written notice to the other. Such notice shall specify the date on which this Agreement is to be terminated (the Termination Date).
4.2 Termination Payment.
(a) In the event the Company terminates this Agreement, the Company shall pay to HDI a termination payment, (the Termination Payment) the amount of which shall be an amount equal to the aggregate Net Sales for the twelve (12) months preceding the Termination Date less $800,000, the balance of which shall be divided by two.
(b) In the event that the amount of the Termination
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Payment is determined pursuant to this Section 4.2 to be less than or equal to zero, then no Termination Payment shall be due to HDI nor shall HDI be required to make any termination payment to the Company if the amount is determined to be less than zero.
(c) The Termination Payment, if any, shall be payable by the Company in eight (8) equal payments to be made quarterly, commencing thirty (30) days after the termination date.
5. Site; Site Management.
5.1 URL. The Uniform Resource Locator, or address on the World Wide Web for the Site (URL) shall be as mutually agreed by the Parties and shall be established and registered as necessary by HDI at no cost to the Company.
5.2 The Company shall have exclusive artistic and editorial control over the Site, including, without limitation, the implementation of the Content on the Site and the design and look and feel of the Site. Neither the Site nor any portion of thereof shall be deemed accepted and approved by the Company unless and until the Company accepts and approves same in writing to HDI. No portion of the Site shall be made available on the Internet without the consent of the Company.
5.3 The Company shall be deemed the merchant of record for all commercial transactions on the Site related to Deerskin Products. Until the sale of the Deerskin Products to the consumer from the Site all title to the Deerskin Products shall remain with the Company.
5.4 Each of HDI and the Company shall appoint a
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General Manager of its own to act as liaison with the other Party for the Site (each a General Manager) who shall bear sole responsibility for bookkeeping and business operations of the Site on a day-today basis. Each General Manager shall have the authority to make and convey decisions on behalf of each Party and to be the liaison with the other Party for all production and Content matters.
6. Exclusivity.
6.1 Except as provided in Section 6.2, during the term of this Agreement, the Company shall not participate in any project similar to the Site on the Internet with respect to Deerskin Products or products substantially similar to Deerskin Products (including, without limitation, the products of Wilson's House of Leather, Excelled and companies similar to Wilson's House of Leather and Excelled) and HDI shall have the exclusive right to use of the Deerskin brand for a self-contained web site for the offering of Deerskin Products directly to the consumer on the Internet.
The Company hereby grants to HDI a non-exclusive, limited, non-transferable license to use the Company's Deerskin trademarks, service
marks, and logos (collectively, Marks) solely for the purpose of carrying out its obligations under this Agreement. Except as provided herein, no licenses of the Company's Marks are granted or implied under this Agreement.
6.2 The Company retains the right to establish a web site on the Internet for the purpose of offering closeout
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merchandise which may be identified as Deerskin branded products, if such is the case.
6.3 During the term of this Agreement and for a period of two years after the expiration date of this Agreement, HDI shall not participate in any project similar to the Site on the Internet from which products substantially similar to Deerskin Products (including, without limitation, the products of Wilson's House of Leather, Excelled and and companies similar to Wilson's House of Leather and Excelled) are offered for sale to consumers on the Internet.
7. Cross-Promotions.
7.1 Joint Efforts. The Parties agree to cross-promote one another's products through the use of their respective customer e-mail lists on a reciprocal and equitable basis. The Parties specifically agree that the form, content and design of any and all advertisements or promotional materials featuring the other Party or such Party's products shall continue to be developed by or on behalf of such Party and shall be subject to such Party's final approval. The Parties agree further that any promotions or advertisements involving the use of a Party's customer e-mail list by the other Party shall be subject to the prior approval of such Party.
7.2 Mutual Covenants as to Advertisements. The Parties hereby covenant and agree that their respective marketing and advertising efforts provided for herein shall at all times comply with all applicable laws rules and regulations and will
-7-
not contain any material which is obscene, threatening, fraudulent, harassing, libelous, infringing of third party intellectual property rights, otherwise illegal or, in the reasonable judgment of the Party required to display or transmit the advertisement, offensive.
8. Confidentiality.
8.1 Unless otherwise agreed to in writing by the Company, HDI shall maintain the strict confidentiality and shall not disclose to any third party the existence of, or terms and conditions of this Agreement. In addition, HDI, in performing the Services for the Company hereunder, may have access to or be exposed to, directly or indirectly, Content, user information, data, knowledge and proprietary and trade secret information of the Company in oral, graphic, written, electronic or machine readable form (hereinafter collectively referred to as Confidential Information). Confidential Information shall not include information which can be demonstrated: (a) to have been rightfully in the possession of HDI from a source other than the Company prior to the time of disclosure of said information to HDI hereunder (Time of Receipt); (b) to have been in the public domain prior to the Time of Receipt; (c) to have become part of the public domain after the Time of Receipt by a publication or by any other means except an unauthorized act or omission or breach of this Agreement on the part of HDI, its employees, or agents; or (d) to have been supplied to HDI after the Time of Receipt by a third party who is under no obligation to the
-8-
Company to maintain such information in confidence.
8.2 HDI Obligations. All Confidential Information of the Company shall be held in strict confidence by HDI and shall not be disclosed or used without express written consent of the Company, except as may be required by law. HDI shall use reasonable measures and reasonable efforts to provide protection for Confidential Information, including measures at least as strict as those HDI uses to protect its own Confidential Information.
8.3 Company's Obligations. The Company acknowledges that it may receive confidential information of HDI relating to its technical, marketing, product and/or business affairs. All such confidential information of HDI shall be-held in strict confidence by the Company and shall not be disclosed or used without express written consent of HDI, except as may be required by law. The Company shall use reasonable measures and reasonable efforts to provide protection for such confidential information of HDI, including measures at least as strict as those the Company uses to protect its own Confidential Information.
-9-
9. Warranties.
(a) Each Party represents and warrants to the other Party that (1) it is a corporation organized, validly existing and in goodstanding under the laws of the state of its incorporation; (2) it has the full right power and authority to enter into, and to perform the obligations contemplated in this Agreement, and the person signing on its behalf has the full right,
power and authority to enter into this Agreement on behalf of the Party; (3) this Agreement constitutes a legal valid and binding obligation of the Party, enforceable in accordance with its terms; and (4) the execution of this Agreement will not conflict in any way with any pre-existing agreements or understandings of the Party with any person or entity.
-10-
(b) HDI acknowledges that the Company is currently a party to a web-hosting agreement with Globix Corporation (the Globix Agreement) for the Company's web site offering Deerskin Products to Internet customers. HDI agrees that the Company shall not be deemed in breach of any provision of this Agreement by virtue of the Globix Agreement remaining in effect after this Agreement has been executed by both Parties, provided, that the Globix Agreement is terminated on or prior to the Effective Date
10. General Provisions.
10.1 Notices. Any notice under this Agreement will be in writing and delivered by personal delivery, express courier, confirmed facsimile, or certified or registered mail, return receipt requested and will be deemed given upon personal delivery, one (1) day after deposit with express courier, upon confirmation of receipt of facsimile or five (5),days after deposit in the mail. Notices will be sent to a Party at its address set forth above or such other address as that Party may specify in writing pursuant to this Section.
10.2 No Joint Venture. The Parties agree that and acknowledge that the relationship of the Parties is in the nature of an independent contractor. This Agreement shall not be deemed to create a partnership or joint venture and neither Party is the other's agent, partner, employee or representative. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or to assume or create any obligation, liability, or responsibility on behalf of the other.
-11-
This Agreement will not be construed to create or imply an association, joint venture, co-ownership, or partnership between the Parties or to impose any partnership obligation or liability upon either Party.
10.3 Assignment. This Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the parties hereto and their respective legal representatives, successors and assigns, but no other person shall acquire or have any rights under this Agreement.
10.4 Waiver of Breach. The failure of either Party at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provisions, or in any way to affect the right of any Party hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach of any provisions of this Agreement shall be effective unless set forth in writing and executed by the Party against which enforcement of such waiver is sought; and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.
10.5 Governing Law. This Agreement shall be governed and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed exclusively in that State without giving effect to the principles of conflict of laws.
10.6 Severability. If any provision of this Agreement is declared invalid or otherwise determined to be unenforceable
-12-
for any reason, such provision shall be deemed to be severable from the remaining provisions of this Agreement, which shall otherwise remain in full force and effect.
10.7 Survival. Sections 6.3, 7, 9 and 10 of this Agreement shall survive and continue in full force and effect for a period of two years from the expiration or termination of this Agreement.
10.7 Entire Agreement. This Agreement is the complete and exclusive agreement between the Parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both Parties.
10.8 Headings; Counterparts. The section headings in this Agreement are for reference purposes only and shall not define, limit or affect the meaning or interpretation of this Agreement. This Agreement is being executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
THE DEERSKIN COMPANIES, INC. HANOVER DIRECT, INC.
By By ------------------------------ --------------------------
Name: Irwin Schneidmill Name: Rakesh K. Kaul Tilte: President Title:President
-13-
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
A: In the event the Company terminates this Agreement, the Company shall pay to HDI a termination payment, (the "Termination Payment") the amount of which shall be an amount equal to the aggregate Net Sales for the twelve (12) months preceding the Termination Date less $800,000, the balance of which shall be divided by two.
****
Q: Exhibit h(2) SPONSORSHIP AGREEMENT
SPONSORSHIP AGREEMENT, dated as of February 4, 2005, by and between Domini Advisor Trust, a Massachusetts business trust (the Trust), and Domini Social Investments LLC, a Massachusetts limited liability company (Domini or the Sponsor).
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as an open-end investment company registered under the Investment Company Act of 1940, as amended, and consists of one or more series; and
WHEREAS, the Trust desires to enter into this Agreement with respect to its current and future series; and
WHEREAS, the Trust wishes to engage Domini to provide certain oversight, administrative and management services, and Domini is willing to provide such oversight, administrative and management services to the Trust on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto as herein set forth, the parties covenant and agree as follows:
1. Duties of the Sponsor. Subject to the direction and control of the Board of Trustees of the Trust, the Sponsor shall perform such oversight, administrative and management services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) maintaining office facilities (which may be in the office of Domini or an affiliate) and furnishing clerical services necessary for maintaining the organization of the Trust and for performing the oversight, administrative and management functions herein set forth; (b) arranging, if desired by the Trust, for directors, officers or employees of the Sponsor to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Trust, including the updating of corporate organizational documents, and the negotiation of contracts and fees with and the monitoring and coordinating of performance and billings of the Trust's transfer agent, shareholder servicing agents (if any), custodian, administrator, subadministrator (if any) and other independent contractors or agents; (d) overseeing (with advice of the Trust's counsel) the preparation of and, if applicable, filing all documents required for compliance by the Trust with applicable laws and regulations (including state blue sky laws and regulations), including registration statements on Form N-1A, prospectuses and statements of additional information, or similar forms, as applicable, semi-annual and annual reports to shareholders and proxy statements, and reviewing tax returns; (e) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and preparation of notices, proxy statements and minutes of meetings of shareholders; (f) arranging for maintenance of books and records of the Trust; (g) maintaining telephone coverage to respond to shareholder inquiries regarding matters to which this Agreement pertains to which the transfer agent is unable to respond; (h) providing
reports and assistance regarding each series' compliance with securities and tax laws and each series' investment objectives; (i) arranging for dissemination of yield and other performance information to newspapers and tracking services; (j) arranging for and preparing annual renewals for fidelity bond and errors and omissions insurance coverage; (k) developing a budget for the Trust, establishing the rate of expense accruals and arranging for the payment of all fixed and management expenses; and (l) answering questions from the general public, the media and investors in the Trust regarding (i) the securities holdings of the Trust; (ii) any limits in which the Trust invests; (iii) the social investment philosophy of the Trust; and (iv) the proxy voting philosophy and shareholder activism philosophy of the Trust. Notwithstanding the foregoing, the Sponsor shall not be deemed to have assumed, pursuant to this Agreement, any duties with respect to, and shall not be responsible for, the management of the Trust's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of any series, nor shall the Sponsor be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian, fund accounting pricing agent or shareholder servicing agent of the Trust.
2. Allocation of Charges and Expenses. Domini shall pay the entire salaries and wages of all of the Trust's Trustees, officers and agents who devote part or all of their time to the affairs of Domini or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 2. The Trust shall pay all of its operating expenses, including but not limited to fees due the Sponsor under this Agreement, compensation of Trustees not affiliated with the Sponsor, governmental fees, including but not limited to Securities and Exchange Commission fees and state blue sky fees; interest charges; taxes and related charges; membership dues of the Trust in the Investment Company Institute and other professional or industry associations; fees and expenses of the Trust's independent auditors and accountants, of legal counsel and any transfer agent, distributor, shareholder servicing agent, recordkeeper, registrar or dividend disbursing agent of the Trust; expenses of distributing, issuing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses and statements of additional information, reports, notices, proxy statements and reports to shareholders and governmental officers and commissions; expenses connected with the execution, recording and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Trust's custodian for all services to the Trust, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Trust; expenses of shareholder meetings; and expenses relating to the issuance, registration and qualification of shares of any series of the Trust.
3. Compensation of the Sponsor. For the services to be rendered and facilities to be provided by the Sponsor hereunder, the Trust shall pay Domini a fee accrued daily and payable monthly at an annual rate equal to 0.50% of the Trust's average daily net assets for the Trust's then current fiscal year. If Domini serves as the Sponsor for less than the whole of any period specified in this Section 3, the compensation to Domini, as Sponsor, shall be prorated. For purposes of computing the fees payable to the Sponsor hereunder, the value of the Trust's net assets shall be computed in the manner specified in the Trust's then-current prospectus and statement of additional information.
2
4. Limitation of Liability of the Sponsor. The Sponsor shall not be liable for any error of judgment or mistake of law or for any act or omission in the oversight, administration or management of the Trust or the performance of its duties hereunder, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the reckless disregard of its obligations and duties hereunder. As used in this Section 4, the term Sponsor shall include Domini and/or any of its affiliates and the directors, officers and employees of Domini and/or any of its affiliates.
5. Activities of the Sponsor. The services of the Sponsor to the Trust are not to be deemed to be exclusive, Domini being free to render oversight, administrative and/or other services to other parties. It is understood that Trustees, officers and shareholders of the Trust are or may become interested in the Sponsor and/or any of its affiliates as directors, officers, employees or otherwise and that directors, officers and employees of the Sponsor and/or any of its affiliates are or may become similarly interested in the Trust and that the Sponsor and/or any of its affiliates may be or become interested in the Trust as a shareholder or otherwise.
6. Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as of the day and year first above written and shall govern the relations between the parties hereto thereafter, unless terminated as set forth in this Section 6.
This Agreement may not be altered or amended, except by an instrument in writing and executed by both parties. This Agreement may be terminated at any time, without the payment of any penalty, with respect to any series or the Trust, by the Board of Trustees of the Trust, or by the Sponsor, in each case on not less than 60 days' written notice to the other party.
7. Subcontracting by Domini. Domini may subcontract for the performance of some or all of Domini's obligations hereunder with any one or more persons; provided, however, that Domini shall not enter into any such subcontract unless the Trustees of the Trust shall have found the subcontracting party to be qualified to perform the obligations sought to be subcontracted; and provided, further, that, unless the Trust otherwise expressly agrees in writing, Domini shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as it would be for its own acts or omissions.
8. Severability. If any provision of this Agreement shall become or shall be found to be invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
9. Notice. Any notices under this Agreement shall be in writing addressed and delivered personally, by telecopy or mailed postage-paid to the other party at such address as such other party may designate in accordance with this Section 9 for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust shall be 536 Broadway, 7th Floor, New York, New York 10012, and the address of Domini shall be 536 Broadway, 7th Floor, New York, New York 10012.
3
10. Miscellaneous. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced and interpreted in accordance with and governed by the laws of the Commonwealth of Massachusetts without reference to principles of conflicts of law. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned, thereunto duly authorized, all as of the day and year first above written. The undersigned Trustee of the Trust has executed this Agreement not individually but as a Trustee under the Trust's Declaration of Trust, dated October 6, 2004, as amended, and the obligations of this Agreement are not binding upon any of the Trustees or shareholders of the Trust individually but bind only the Trust estate.
DOMINI ADVISOR TRUST
By: /s/ Amy L. Domini --------------------------------- Amy L. Domini Trustee
DOMINI SOCIAL INVESTMENTS LLC
By: /s/ Amy L. Domini --------------------------------- Amy L. Domini Chief Executive Officer
4
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
A: | [
0.12325406819581985,
0.26521873474121094,
-0.4531235098838806,
-0.4809556007385254,
0.4704741835594177,
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0.8710211515426636,
1.129832148551941,
-0.06894699484109879,
-0.10036347806453705,
0.01836058869957924,
0.2484300583600998,
-0.21368084847927094,
0.03286637365818024... |
Detailed Instructions: In this task you will break down a question into the basic steps required to answer it.
A question decomposition is a numbered list of operations that must be performed to answer the original question. Imagine explaining your question to a friendly droid by listing each action it should take in order for the question to be answered. Each step in our decomposition should refer to either an entity (known or unknown), a propery of an entity or a query operation (count, group, union, etc.)
Here are the list of step templates and their description:
Select: A select step is used to return a set of objects. There are no references to previous steps in a select step. template: Return [attributes]
Filter: A filter step is used to return results from a previous step to which a certain condition applies. template: Return [#step] [condition]
Project: A project step should return certain attributes of the results of a previous step. template: Return [attributes] of [#step]
Aggregate: An aggregate step returns an aggregator function applied on a step's result. template: Return the [aggregator] of [#step].
Group: A group step is an aggregator applied on attributes. template: Return the [aggregator] of [#step] for each [attribute]
Superlative: A superlative step is used to return the result with a highest/lowest attribute among other results. template: Return [#step1] [where] [#step2] [is] [highest / lowest]
Comparative: A comparative step is used when we need to compare an attribute with a number to filter results. template: Return [#step1] [where] [#step2] [comparator] [number]
Union: A union step is used to return results of two steps together. template: Return [#step1] [or / ,] [#step2]
Intersection: An intersection step returns the result that two steps have in common. template: Return [attribute] of both [#step1] and [#step2]
Discard: A discard step returns result of a step and excludes result of another step from it. template: Return [#step1] besides [#step2]
Sort: A sort returns result of another step in a specific order. template: Return [#step1] [ordered / sorted by] [#step2]
Is true: An is true step checks a condition on another result and returns a true or false. template: Return [is / if] [condition]
Arithmetic: An arithmatic step operates an arithmatic operation on one or more steps. template: Return the [arithmetic op.] of [#step1] [and] [#step2].
Q: question: If one image shows a round bowl of mashed potatoes with the handle of a piece of silverware sticking out of it.
A: | [
1.0050793886184692,
-0.27253785729408264,
-0.7741546630859375,
0.626340389251709,
0.4951074421405792,
-0.4299032986164093,
1.3104844093322754,
0.4010876417160034,
-0.4821922779083252,
0.4620368480682373,
-0.3693411946296692,
-0.18887591361999512,
-0.047814417630434036,
0.7005283832550049,
... |
TASK DEFINITION: You are given a short poem which is written by a kid. Your task is to predict if the kid is in elementary school or high school. Anyone who is from grade 1st to 6th-grade will be considered as in elementary school, and 7th to 12th-grade kids will be considered as in high school. There are only two possible outputs, i.e., elementary and high. All inputs have at least one output and it cannot have both categories at a time.
PROBLEM: the gleam of their ghastly front teeth their muzzle furiously black like coal glinting in the darkened ghetto threaten to sink razor into my flesh threatening to smash my beaten carcass onto rugged concrete yet hold on wait for their master 's ferocity and anger to will them into murder for they be just creature of the earth one thin tail sweep into a feeble upward motion cram into a freight train seventy six people crowd my soul wall-to-wall in one rust beaten car the only exit be small and bar a window far from my reach despair darkness desolation my father will never see me again i shall resolve myself to observe the pattern hide in the rust of this horrid hateful car my journey lurch forward with a sudden puff of smoke suddenly i do not have hate for this single train car it be simply a welded metal slab i find a jewish star etch in the rust the hair be rip from my head shorn with a metal blade slice like a cut of meat sham my flake scalp ss man 's yellow eye cut deep into my thought and my mind i be afraid he can hear the word inside me a i work for twelve hour with no rest drive to the time where raw wound and ache muscle vanish into numbness and vanish into the sod that i dig shatter it with ripe red blood and yet i find comfort in my work here for work will make me free in the rain today hungarian child tremble outside a gas chamber their body be ghost mingle with drop of silver rain and yet the tear that fell from their eye beckon to me as clear a the sun the naked gypsy girl sunken eye plead with me from the back of a wagon where they be load their wilted dead limbs entwine like tree branch provide comfort to their soul already rejoice in heaven the crematory smoke day and night their open chimney breathe gray fury into my barrack for those who have die here want revenge justice freedom yet those people can do not a thing they have already pass into nothing but their soul be free my journey be fade into darkness eye sink far into their socket face be pale and gaunt back be raw from lashings pounding thrashing tiredness be no longer a feeling instead it be a way of life i know the time be draw near gas chamber be close than the ground beneath my foot sickness be clutch at my lung skinny finger inch up my neck to strangle me for eternity but i shall live on last night i be tear rip from my home at midnight pull by the fray collar of my only shirt down to the gas chamber slap into line shove into place i be just a play piece in hitler 's war a powerless girl an unimportant child mark only with a jewish star finally i cry who would watch my tear who would pity my oncoming death i be alone die to hate prejudice anger then i hear a voice shiver in the darkness nothing more than a quiver yet a symphony to me a where be you i know you be here a my best friend forever and ever tear jolt to a halt suddenly i look into a star-filled sky my name be call for gas a come a now a a bellow crashing like angry timpani be wail upon with drummer 's mallet yet i know inside me though i will die i will never again be alone
SOLUTION: high
PROBLEM: my dog be less than one cm tall and hasen any tail she never answer when i call because she be so small
SOLUTION: elementary
PROBLEM: i like to go to the pool my mom be scar of a spool my mom 's friend say that i have eye like a cloud and my teeth be as shiny a a croud of white
SOLUTION: | [
0.9879574775695801,
0.5480668544769287,
0.025369184091687202,
-0.37038952112197876,
0.03302624449133873,
-0.11652517318725586,
0.9247279167175293,
1.2984695434570312,
0.0014496357180178165,
-0.12577591836452484,
-0.04965539276599884,
0.0934341549873352,
-0.42450055480003357,
-0.29686921834... |
In this task you are given a small conversation between two persons and 4 options on how the conversation should continue. Your job is to choose the most reasonable option. The conversation and the options are separated by a newline character. Each dialogue in the conversation are separated by a comma. F and M indicate female and male, respectively.
Q: F: Dear audience, tonight we have Stephan Darcy with us in the studio. Congratulations on your book Life And Everything In Between Steven hit such a success. ,M: Thank you. ,F: This is your first attempt at poetry. Did you ever try it before? Did you take any classes in poetry? ,M: Well, my only real experience was writing business plans. I've always had a good grasp of the English language, my mom encouraged me to read when I was very little. ,F: What's the hardest thing about creating your work? ,M: Finding the perfect words to fit what I wanted to say, there's always a word or 2 that I might still rewrite if given the chance.
(A) F: I didn’t hear you. Please could you tell me again? (B) F: You' re right Mr. Bob! I agree with you that the most difficult in writing is choosing right words. (C) F: Describing experiences is the most difficult in writing. Miss. Sue' s opinion is really special! (D) F: You think the most difficult in writing is choosing right words? Why do you say so?
A: D
****
Q: M: Hey, I just finished reading a great book. It's about Steve Jobs. ,F: Really? But there are so many books about him now. What makes the one you read so special? ,M: Well, the one I read is by Walter Isaacson. It's different from the others, because Steve Jobs himself asked Isaacson to write it. ,F: Uhm, were they friends or something? ,M: Well, they knew each other well because Isaacson used to work for Time magazine in the 1980s. And he wrote about Apple products. But it was mostly a business relationship I think.
(A) F: Why did he offer to write about Steve Jobs himself? (B) F: Oh, the writer was a close friend of Steve Jobs'. (C) F: I am afraid I did not quite catch what you were saying. Please repeat it. (D) F: Oh, the writer used to write about Apple products.
A: D
****
Q: F: So Izek, is there a Christian church nearby? ,M: There is one, just 2 blocks from here, on the west end of the Ivy Street. So are you a Christian if you don't mind me asking? ,F: No. It's just I'm doing this essay about the influence of Christian religion on western cultures. So I just want to do some research personally.
(A) M: I am really sorry, I did not catch that. Would you slow down, please? (B) M: I am happy to go with you and help you to find the church to finish your research. (C) M: Since you are a Christian, you can go to the church on the east end of the Ivy Street. (D) M: But I don't think that church is a good place to kill time. It is 10 blocks from here.
A: | [
0.504167377948761,
0.36566492915153503,
0.3064853847026825,
-0.07432244718074799,
1.0297911167144775,
-0.13816770911216736,
1.217247486114502,
0.7436158061027527,
0.4538329839706421,
0.2429564893245697,
-0.37420111894607544,
0.1526598185300827,
0.04443148896098137,
0.07901757955551147,
0... |
Q: In this task, you are given a sentence in the English language from the various articles. Your task is to translate the given English sentence into the Yoruba language. Please bear in mind the following guidelines while doing the translation: 1) Generated output should have natural language and formal form. The output sentence should not be a colloquial form of the input sentence. The generated output should be in natural language which is how you would type your queries in a text-based virtual assistant. 2) The words between quotation marks *SHOULD NOT* be translated. The output should keep those values intact and include the quotation marks around them as well. 3) Numbers and fully capitalized words like SEPTEMBER, or 10 HOURS *SHOULD NOT* be translated. Keep them as they are in the translations. 4) Do not localize measurement units like miles to kilometers during your translation. 5) Note the input is in sentence case except for special placeholders. Do the same in your translations.
Responsibilities as an administrator
A: | [
0.19163084030151367,
0.5697087049484253,
0.2426917552947998,
0.16260425746440887,
0.1720249354839325,
-0.6065605878829956,
0.08916781097650528,
0.46711891889572144,
0.21610073745250702,
-0.4143435060977936,
0.02505272626876831,
-0.10398565977811813,
-0.5960056185722351,
0.15062524378299713... |
In this task, you are given two sets, and a question. You need to find whether an element is at the intersection of two given sets. A Set is shown by two curly braces and comma-separated numbers inside, like {1, 2, 3}. The intersection of two given sets is the largest set which contains all the elements that are common to both sets. An element is at the intersection of two given sets, A and B, if common to both A and B. Classify your answers into 'Yes' or 'No'.
Example input: Set1: '{1, 6, 10, 12, 13, 14, 15, 16}', Set2: '{1, 2, 4, 6, 11, 14, 15, 20}'. Is the element '11' in the intersection of Set1 and Set2 ?
Example output: No
Example explanation: The intersection of Set1 and Set2 is {1, 6, 14, 15}. 11 is not an element of this set. So, the answer is No.
Q: Set1: '{17, 10, 12, 5}', Set2: '{20}'. Is the element '10' in the intersection of Set1 and Set2 ?
A: | [
0.40509819984436035,
-0.2985738515853882,
-0.37293878197669983,
0.29054680466651917,
-0.16644856333732605,
-0.7160141468048096,
0.6937747001647949,
0.7625054121017456,
-0.35112160444259644,
-0.061555035412311554,
-0.2957424521446228,
0.034576427191495895,
-0.01647118665277958,
-0.221508234... |
Detailed Instructions: Given a sentence in Dutch, generate a new Dutch sentence by performing small changes on the sentence. Here, make sure that the changes are semantically related and syntactically similar to the input. And the generated sentence should have high commonsense plausibility, that is to have reasonable probability of it being true.
Problem:Als je wilt lunchen, moet je een broodje maken.
Solution: | [
0.0736297070980072,
0.7587318420410156,
-0.18583014607429504,
-0.11267872154712677,
-0.6132017970085144,
0.08319312334060669,
0.47703617811203003,
0.023971352726221085,
0.5186349749565125,
-0.6780937910079956,
-0.423061728477478,
0.08996400237083435,
-0.5379814505577087,
0.3863625228404999... |
In this task you are given a sentence. You must judge whether the main verb of the sentence is in present or past tense. Label the instances as "Present" or "Past" based on your judgment. If there is no verb in the given text, answer "Present".
[Q]: He exhaled harshly, his breath ruffling the hair atop her head.
[A]: Past
[Q]: After the caboose lost it's wheels, it tipped to one side and slowly began to roll over as we crossed the bridge.
[A]: Past
[Q]: " Sure... " " Is Paulette okay ? "
[A]: | [
-0.16346153616905212,
0.9025489091873169,
0.17790693044662476,
0.014313934370875359,
-0.0661727711558342,
-0.386493057012558,
0.9728863835334778,
0.8263014554977417,
0.3251132369041443,
0.1486784964799881,
-0.6409915685653687,
-0.06565839052200317,
-0.4179061949253082,
-0.14016765356063843... |
In this task, you are given a sentence in the Bulgarian language and corresponding English translation of this sentence. Here, your job is to generate label "yes" if translation is right, otherwise generate label "no".
Let me give you an example: Bulgarian: Състав на Парламента: вж. протоколи, English: Membership of Parliament: see Minutes
The answer to this example can be: yes
Here is why: Given translation of bulgarian in english is right. Hence, label is 'yes'.
OK. solve this:
Bulgarian: Поправки (член 204а от Правилника за дейността): вж. протокола, English: Agenda of the next sitting : see Minutes
Answer: | [
-0.4395037889480591,
0.29258859157562256,
0.5729113817214966,
0.36504262685775757,
0.32272446155548096,
-1.0240713357925415,
1.1877121925354004,
0.39322811365127563,
0.5702729225158691,
0.10272055864334106,
-0.2237103283405304,
0.8835216760635376,
-0.28647518157958984,
0.3772718906402588,
... |
Q: In this task you will be given a list of integers. You should remove any integer that is not prime. A prime integer is an integer that is only divisible by '1' and itself. The output should be the list of prime numbers in the input list. If there are no primes in the input list an empty list ("[]") should be returned.
[587, 776, 677]
A: | [
-0.5865944623947144,
0.8969922065734863,
-0.31766894459724426,
-0.3605134189128876,
-0.04722007364034653,
-0.4071306884288788,
0.6857646703720093,
0.7939389944076538,
0.5060570240020752,
0.19209560751914978,
-0.90920090675354,
-0.4812658429145813,
-0.2581886053085327,
-0.46612679958343506,... |
Definition: In this task, you are given a public comment from online platforms. You are expected to classify the comment into two classes: obscene and non-obscene. A comment is obscene if it is considered offensive to the public sense of decency, for example because it too obviously relates to sex or contains language regarded as taboo in polite usage.
Input: Comment: WTF !! My energy bill is higher in order to divert revenue to PCE?! I have a well and a septic system that is 100% my responsibility! I'm f'ing pissed!! I thought that program was funded with federal appropriations? Next time some rural complainer says anything about the cost of gas or electricity I'm going to lose it.
Output: | [
-0.5475636720657349,
0.3319242000579834,
0.4541874825954437,
0.09675122797489166,
0.45586830377578735,
-0.24320365488529205,
0.13167844712734222,
0.6281828880310059,
0.1760995239019394,
0.6448392868041992,
-0.1245741993188858,
0.0048054289072752,
-0.10071127116680145,
-1.0427193641662598,
... |
TASK DEFINITION: In this task, you are given a conversation between a flight agent and the customer. You are given 4 options and you need to select the goal of the conversation. It is provided as part of customer's context, which has to be one of the following: `book`: Make a new reservation, `cancel`: Cancel an existing reservation, `no_flight`: No flight found for the customer's preference, `no_reservation`: No reservation / No change / No cancellation was made in the conversation, mostly enquiring details
PROBLEM: customer: Hi.
agent: Hello. How may I assist you today?
customer: Can you please help me to change my existing reservation?
agent: Sure, Can you please mention your name for checking your details.
customer: I am Justin Lopez.
agent: Please wait a moment.
customer: Ok.
agent: Sorry, there are no active reservations on your given name to change.
customer: Ok, no problem. Thank you.
agent: Thank you for reaching our service.
SOLUTION: no_reservation
PROBLEM: customer: Hello.
agent: Hello.
customer: I am Carolyn Mitchell.
agent: How may I assist you?
customer: Owing to an emergency, I want to cancel my recent reservation. Can you help me out?
agent: Please hold on a moment.
customer: Ok, take your time.
agent: Thanks for your time, there is no reservation found on your name to cancel it.
customer: That's ok. Anyways, thank you.
agent: Thanks for contacting us.
SOLUTION: no_reservation
PROBLEM: customer: Hello.
agent: Hello. How may I assist you now?
customer: I am planning to book a flight ticket to DFW from ORD, can you please help me out?
agent: Sure, I am oblige to help you with that. Can you please provide your preferable dates of travelling?
customer: Sure, my planned travelling dates are Apr 25 and Apr 27.
agent: On whose name I have to book the flight ticket?
customer: Sure, my name is Sharon Wright.
agent: Do you have any connection limit?
customer: I am comfortable with any connection.
agent: Do you have any specific depart and arrival time for this trip?
customer: No.
agent: Please wait a moment to check the flights.
customer: Ok, take your time.
agent: We regret to inform you that, there are no flights moving to your region with your requested dates of travelling.
customer: It's ok, thank you for the information.
agent: Thank you for reaching us, have a great day.
SOLUTION: | [
0.5849474668502808,
0.06471185386180878,
-0.626672625541687,
-0.6324451565742493,
0.8637440204620361,
0.19137516617774963,
1.2927732467651367,
0.5192216038703918,
-0.6532527208328247,
0.22872701287269592,
0.2370034158229828,
-0.14468565583229065,
-0.4256628751754761,
0.300350159406662,
-... |
Teacher:You are given a short paragraph, a question and two choices to answer from. Choose the correct answer based on the paragraph and write the answer(not the key).
Teacher: Now, understand the problem? Solve this instance: Paragraph: The closer together the particles are, the greater the amplitude of the wave.
Question: When two crests are closes together in a wave what increases?
Choices: A)frequency
B)amplitude
Student: | [
0.45173758268356323,
0.5379822254180908,
-0.868809700012207,
-0.44896644353866577,
-0.28048551082611084,
-0.8262581825256348,
1.025146722793579,
0.2908962368965149,
0.027048353105783463,
0.018691211938858032,
-0.24700482189655304,
-0.3293728828430176,
-0.32640981674194336,
-0.2351285815238... |
You are given a sentence in Portuguese. Your job is to translate the Portuguese sentence into Italian.
Mas também há limites para o que o capital privado pode realizar.
Ma ci sono anche limiti a ciò che il business privato può ottenere.
E nós temos que colocar a nossa mensagem lá.
È lì che dobbiamo far arrivare il nostro messaggio.
Mas aqueles olhos interrogadores do meu filho foram o meu momento de verdade, quando tudo fez sentido.
| [
-0.7534525394439697,
0.8874633312225342,
0.24442094564437866,
-0.2320285588502884,
-0.908903956413269,
0.43673691153526306,
0.8233218789100647,
0.8925352096557617,
0.47946441173553467,
-0.815556526184082,
-0.6520299911499023,
0.6338721513748169,
-0.1970239281654358,
0.023310843855142593,
... |
In this task, you will be shown a prompt from a judicial decision and multiple holding statements derived from citations following text in a legal decision. Holdings represent the governing legal rule when the law is applied to a particular set of facts. There are five answer choices for each citing text. The correct answer is the holding statement that corresponds to the citing text. The four incorrect answers are other holding statements. You should find the correct option. There is a <HOLDING> token in the position of the citing text prompt where the holding statement was extracted.
prolonged; and (4) the importance of the governmental interest alleged to justify the intrusion. Alpert, 816 F.2d at 964, citing United States v. Place, 462 U.S. 696, 708 n. 8, 103 S.Ct. 2637, 77 L.Ed.2d 110 (1983). DiGiovanni’s continued investigation after issuing the warning was entirely reasonable in light of these factors. First, any detention incident to that investigation was of limited duration. The encounter between Rodriguez and law enforcement personnel, from the moment he was pulled over until the currency’s discovery, lasted approximately forty minutes. Under these circumstances, even if Rodriguez’s detention occupied that entire time interval, it might not suggest a Terry Stop of unreasonable scope. See United States v. McFarley, 991 F.2d 1188, 1194 (4th Cir. 1993) (<HOLDING>). However, the alleged detention here only
Holding statements: (A) holding that where officers had reasonable suspicion of a drug offense seizing defendants luggage for 38 minutes under terry did not mature into an unlawful arrest (B) holding suspect for 20 minutes constituted an arrest (C) holding that a defendants response to even an invalid arrest or terry stop may constitute independent grounds for arrest (D) holding that a seizure was unlawful because certain facts had dispelled the officers reasonable suspicion (E) holding that totality of circumstances supported reasonable suspicion that defendant was transporting drugs and therefore officer was justified in seizing truck
(A)
and the weapons charge, for which he was sentenced to a concurrent term of five years’ imprisonment. Jackson appealed to this court. LAW/ANALYSIS I. Exclusion of Evidence Jackson argues the trial court erred in excluding his testimony about his personal knowledge of Felder’s violent history. We disagree. The admission or exclusion of evidence is a matter within the trial court’s sound discretion, and an appellate court may only disturb a ruling admitting or excluding evidence upon a showing of a manifest abuse of discretion accompanied by probable prejudice. State v. Douglas, 369 S.C. 424, 429, 632 S.E.2d 845, 847-48 (2006). Generally, the failure to make a proffer of excluded evidence will preclude review on appeal. State v. Santiago, 370 S.C. 153, 163, 634 S.E.2d 23, 29 (Ct.App.2006) (<HOLDING>). Where no proffer of excluded testimony is
Holding statements: (A) holding that objection to testimony at trial on grounds that testimony was irrelevant highly prejudicial and below the threshold requirement of admissibility does not preserve appellate challenge that testimony constitutes inadmissi ble victimimpact testimony (B) holding the excluded testimony was relevant to whether a signature was that of a deceased party and since a statement regarding the issue was the only testimony that could be given by the witness no offer to prove was necessary because the substance of the evidence was apparent from the context of the question asked (C) holding that we could not weigh the prejudice suffered as a result of the exclusion of plaintiffs testimony because we had no way of knowing what the plaintiffs testimony would have been (D) holding a proffer of testimony is required to preserve the issue of whether testimony was properly excluded by the trial judge and an appellate court will not consider error alleged in the exclusion of testimony unless the record on appeal shows fairly what the excluded testimony would have been (E) holding that the trial courts statement it would deny the defendants request to make a bill at this time did not discharge the appellants duty to proffer the excluded testimony for preservation of error
(D)
does not compel the conclusion that Talamantes Valverde is unable or unwilling to return to Mexico “because of persecution or a well-founded fear of persecution on account of race, religion, nationality, membership in a particular social group, or political opinion.” 8 U.S.C. § 1101(a)(42)(A); Jukic v. INS, 40 F.3d 747, 749 (5th Cir.1994); see Wang, 569 F.3d at 537. Although Talamantes Valverde asserts that his membership in a family constitutes “a particular social group” for purposes of asylum, the IJ and the BIA implicitly found that the alleged persecution was based on economic disputes over land ownership and therefore was not on account of Talamantes Valverde’s membership in “a particular social group.” See Ontunez-Tursios v. Ashcroft, 303 F.3d 341, 348, 352-53 (5th Cir.2002) (<HOLDING>); Cf. Castillo-Enriquez v. Holder, 690 F.3d
Holding statements: (A) holding that an alien cannot claim asylum based on persecution that is personally motivated (B) holding that alien did not show land ownership dispute was motivated by any protected ground (C) holding that deportable alien status is not a ground for departing downward (D) holding that a police officers words during an assault make clear that he was motivated by a protected ground (E) holding that imputed political opinion is a protected ground
| [
0.7091718316078186,
-0.07448862493038177,
-0.4969519078731537,
-0.010543719865381718,
0.4252176284790039,
-0.8183809518814087,
0.46700119972229004,
1.0773332118988037,
-0.45177799463272095,
-0.07863999903202057,
-0.6013131141662598,
0.12624491751194,
-0.5579515695571899,
0.1068964079022407... |
Instructions: In this task, you're given a four sentences of story written in natural language. Your job is to complete end part of the story by predicting appropriate last sentence which is coherent with the given sentences.
Input: Sentence1: Joey's mom said his fingers turned to prunes in the bathtub. Sentence2: Later at the store, Joey was curious when he saw some prunes. Sentence3: His mom bought some plums, explaining that's where prunes came from. Sentence4: That night, she found Joey in the tub with the plums.
Output: | [
-0.7349368333816528,
1.1793831586837769,
-0.48098641633987427,
-0.5159258246421814,
-0.42413994669914246,
-0.20824745297431946,
-0.06316770613193512,
0.44918113946914673,
0.1922244280576706,
0.43460777401924133,
-0.34566208720207214,
0.3368575870990753,
-0.7086930871009827,
-0.286448836326... |
You are given a sentence in Polish. Your job is to translate the Polish sentence into Farsi.
[EX Q]: Cześć.
[EX A]: سلام.
[EX Q]: PM: Tego dzisiaj dokonałeś. BV: Dziękuję.
[EX A]: پت میشل: و این چیزی ست که امروز تو انجام دادی. بوید وارتی: سپاسگزارم
[EX Q]: David Kelley nazywa tą czynność, gdy wykonują ją dizajnerzy, "" myśleniem rękoma. "" I zazwyczaj oznacza to wykonanie wielu uproszczonych, szybkich prototypów, wiecie, często zbierając różne przedmioty, aby dojść do rozwiązania.
[EX A]: | [
-0.6587523221969604,
0.24557234346866608,
-0.2681022882461548,
-0.46340247988700867,
-0.5022901296615601,
0.1612461656332016,
1.0689013004302979,
-0.8893873691558838,
0.36141276359558105,
-0.2734476327896118,
-0.5945132970809937,
1.0530691146850586,
0.37730294466018677,
0.38192033767700195... |
Generate an appropriate single-sentence summary for the given text such that it includes the main topic of the text.
Let me give you an example: By Marianna SpringSpecialist disinformation reporter, BBC News The adverts show the Democratic Party challenger with an earpiece, and say that he refused to have his ears checked for devices prior to the debate. The Biden campaign rejected the claims. The Trump campaign adverts ask: "Why won't Sleepy Joe commit to an ear test?" and "Who is in Joe's ear?" Accusations that presidential candidates have received debate help via hidden hearing devices are familiar, albeit unproven. Such allegations have been levelled against both Republican and Democratic candidates in the past. Prior to Tuesday's debate, the rumour about Mr Biden's supposed earpiece was circulating on several social networks, and was being promoted by the Trump campaign. At least 15 versions The advertising campaign was launched after the debate, and also promotes two other baseless but widely shared rumours about Mr Biden. One suggested he asked for breaks during the debate, and another accused him of refusing a "drug test". The photo featured in the advert is not from Tuesday's debate. It was first shared online in September 2019. In a number of the adverts, it has been doctored to show Mr Biden wearing wireless Apple headphones. This was not the case in the original image. Some versions circle the ear featuring the headphone. By Wednesday evening, there were at least 15 different versions of the advert, and according to Facebook's Ad Library, they had reached at least 10 million users. Facebook has pledged to label posts containing voting misinformation and point users towards accurate information ahead of the election. However its policy does not involve fact-checking political speech, including in advertisements. The company declined to comment about the latest Trump ad campaign. Rumour origins Hours before the debate, the claims went viral on Facebook and YouTube. Identical memes were pushed by a number of popular Facebook pages with names such as US Conservative and Unhinged Left. They claimed "Joe Biden should be inspected for a hidden earpiece as well as submit to a drug test before the debate". These memes are subject to fact-checks - and some have had warning labels applied to them on Facebook. The claims were picked up by Fox News and other conservative news outlets. They were further amplified by supporters of QAnon, an unfounded a conspiracy theory that claims President Trump is fighting a secret war against elite Satan-worshipping paedophiles. Those who believe in QAnon are known for promoting political disinformation on social media which targets opponents of the president. They shared close-up pictures of Mr Biden's ears, alleging a listening device was visible. During the debate, some also shared photos of a fold in Mr Biden's shirt, claiming it was caused by a wire, and of a supposed device on his wrist, where he wears a rosary in memory of his late son Beau. Nothing new Conspiracy theories about secret listening devices have been recycled in presidential election campaigns for the past two decades. Democratic candidate Hillary Clinton faced similar unfounded claims ahead of the 2016 presidential election. In 2004, rumours circulated among left-wing sites and blogs that President George W Bush was being aided by a secret earpiece. None of those allegations were found to be true. Even if a candidate did wear an earpiece, any advantage would be questionable. As TV and radio presenters can attest, listening to someone while simultaneously talking during the back-and-forth of a live event is a difficult skill to master.
The answer to this example can be: US President Donald Trump's re-election campaign is running hundreds of Facebook advertisements pushing an unfounded conspiracy theory that Joe Biden cheated during the first US presidential debate.
Here is why: This is a relevant summary for the given paragraph. It also contains explicit phrases from the given text
OK. solve this:
By Matt McGrathEnvironment correspondent, BBC News The body, which regulates trade in flora and fauna, voted by a two-thirds majority to upgrade the sharks' status. Campaigners hailed the move as historic and said the vote represented a major breakthrough for marine conservation. The decisions can still be overturned by a vote on the final day of this meeting later this week. The oceanic whitetip, three varieties of hammerheads and the porbeagle are all said to be seriously threatened by overfishing. Their numbers have declined dramatically in recent years, as the trade in shark fins for soup has grown. Manta rays are killed for their gill plates which are used in Chinese medicine. Shark supporters have been attempting to get Cites to protect these species since 1994. But there has long been strong opposition to the move from China and Japan. But a number of factors have changed the arithmetic. Experts say the critical factor has been a shift in South American nations, who've come to understand that sharks are more valuable alive than dead. "They've come to realise, particularly for those with hammerhead stocks, the tourist value of these species and the long term future that will be protected by a Cites listing," said Dr Colman O'Criodain from WWF International. Regulate, not ban While the vote to upgrade these shark species to Appendix 2 does not ban the trade, it regulates it. Both exporting and importing countries must issue licences. If a nation takes too many of these species, they can be hit with sanctions on the range of animal and plant products that are governed by Cites. As the votes went on there were smatterings of applause in the hall and some high fives among campaigners. "It is really significant for Cites to come of age like this," Dr Susan Lieberman told BBC News. "To say we can deal with these species, we can manage the international trade and lets not be afraid of marine species." The extension of the authority of Cites into the international trade in fish has long worried China and Japan and the Asian nations were strongly against these proposals. But many West African countries, who have seen their native shark fisheries destroyed by large offshore operations, voted in favour of the restrictions. Another factor was money. Especially cash from the European Union. The head of delegation told the meeting that extra money would be made available to help poorer countries change their fishing practices. "If there's a need for it the funding will be available," Feargal O'Coigligh told the meeting. The amendments can still be overturned in the final session of this meeting. And this realisation is tempering the celebrations. "Cites is ready to come of age for marine species, " said Dr O'Criodain. "As long as we hold these results in plenary. Maybe warm champagne is the right note." Follow Matt on Twitter.
Answer: | [
0.1447574347257614,
0.5053380131721497,
-0.4876531958580017,
-0.24612149596214294,
0.002271439880132675,
-0.02968127653002739,
0.42040660977363586,
1.1643319129943848,
-0.296555757522583,
0.1779073178768158,
0.19371676445007324,
0.5259892344474792,
-0.3422899842262268,
0.056075569242239,
... |
Definition: In this task, you're given context and an answer. Your task is to generate the question for this answer based on the given context with commonsense reasoning about social situations..
Input: Context: Cameron needed to get change for the bus, so they looked through the couch cushions because they thought they might find money there.
Answer: figure out how much money they needed
Output: | [
0.14061075448989868,
0.23428180813789368,
-0.5088788270950317,
-0.5446153879165649,
-0.03146211802959442,
0.2349368780851364,
-0.3657665252685547,
0.5335848331451416,
0.8085583448410034,
-0.07715465128421783,
-0.11063040047883987,
0.2645169198513031,
-0.4735550284385681,
-0.087716415524482... |
Instructions: In this task, you are given two phrases: Head and Tail, separated with <sep>. The Head and the Tail events are short phrases possibly involving participants. The names of specific people have been replaced by generic words (e.g., PersonX, PersonY, PersonZ). PersonX is always the subject of the event. You have to determine whether the Head is capable of the Tail or not. Being capable of something includes general capabilities, such as a human is capable of thinking and reasoning or drinking coffee. It also includes specialized capabilities such as a surgeon is capable of operating on a patient. Classify your answers into "Yes" and "No". The phrase may also contain "___", a placeholder that can be an object, a person, and/or an action.
Input: Head: person<sep>Tail: envy another person
Output: | [
0.11622984707355499,
0.8619520664215088,
0.7901852130889893,
-0.31479132175445557,
-0.3614935874938965,
-0.44624316692352295,
0.8824577331542969,
0.2546200752258301,
-0.03748111054301262,
-0.6026721000671387,
-0.5320788621902466,
-0.34752416610717773,
-0.2719382345676422,
0.371528506278991... |
Detailed Instructions: In this task you are given a small conversation between two persons and 4 options on how the conversation should continue. Your job is to choose the most reasonable option. The conversation and the options are separated by a newline character. Each dialogue in the conversation are separated by a comma. F and M indicate female and male, respectively.
Q: F: What do you plan to do tomorrow? ,M: I have no plan. Maybe just stay at home and read a book. ,F: The weather report said it would be fine tomorrow. What about going on a picnic? ,M: Just you and me? ,F: No, I have invited my friend Sarah and her boyfriend. ,M: Why not? I love going on picnics. ,F: Great. What about picking you up at 10 o'clock tomorrow morning? ,M: OK.
(A) F: Since you'll take the bus, let's meet at the station. (B) F: So you and your girlfriend Sarah will walk there? Fine. (C) F: I will arrive to your home at 11:00 and drive you there. (D) F: I am afraid I did not quite catch what you were saying. Please repeat it.
A: | [
0.011351767927408218,
0.21517518162727356,
0.2998929023742676,
-0.1823854297399521,
-0.033536627888679504,
-0.5517333745956421,
0.22527483105659485,
0.2117270976305008,
-0.1943291425704956,
0.2816590964794159,
-0.38198545575141907,
-0.14300742745399475,
0.16666778922080994,
-0.616112112998... |
In this task, you're given a context, a question, and three options. Your task is to find the correct answer to the question using the given context and options. Also, you may need to use commonsense reasoning about social situations to answer the questions. Classify your answers into 'A', 'B', and 'C'.
Let me give you an example: Context: Tracy didn't go home that evening and resisted Riley's attacks.
Question: What does Tracy need to do before this?
Options: (A) make a new plan (B) Go home and see Riley (C) Find somewhere to go
The answer to this example can be: C
Here is why: Tracy found somewhere to go and didn't come home because she wanted to resist Riley's attacks. So, C is the correct answer.
OK. solve this:
Context: Lee picked Jan up from school and took her home for dinner.
Question: Why did Lee do this?
Options: (A) Make a drink for Jan (B) So Jan would get home safe (C) Make dinner
Answer: | [
0.40324366092681885,
0.2595125436782837,
0.0290878564119339,
0.371488094329834,
-0.08720255643129349,
-0.09409724920988083,
0.26383328437805176,
0.5050148963928223,
-0.15196126699447632,
-0.03313503414392471,
-0.3323819935321808,
0.062401290982961655,
-0.0843137800693512,
-0.60396260023117... |
You are given an original reference as well as a system generated reference. Your task is to judge the naturaleness of the system generated reference. If the utterance could have been produced by a native speaker output 1, else output 0.
Ex Input:
System Reference: can you do not care about the area correct?
Original Reference: did you respond that you do not care about the area?.
Ex Output:
0
Ex Input:
System Reference: what price range are you comfortable with?
Original Reference: what sort of price range would you be looking for?.
Ex Output:
1
Ex Input:
System Reference: the name of the restaurant is lucky creation restaurant.
Original Reference: the restaurant is called lucky creation restaurant.
Ex Output:
| [
-0.666023850440979,
0.9056749939918518,
-0.3170713186264038,
0.48476308584213257,
-0.5006095767021179,
-0.5143802762031555,
0.9257712364196777,
0.6559184789657593,
-0.006495986599475145,
-0.06245509535074234,
-0.49889618158340454,
0.3802639842033386,
-1.04896080493927,
-0.3554723858833313,... |
In this task you are given a story and a question regarding that story. You must judge whether the question is answerable based on the info given to you. Label the instances as "Answerable" or "Not Answerable" based on your judgment. the story and the question are separated by a new line character.
[EX Q]: Stan wears eye glasses. He hates wearing glasses. He took his glasses off and stepped on them. Stan realizes that he can not see anymore. Stan went to buy new glasses.
Why did He hate wearing glasses?
[EX A]: Not Answerable
[EX Q]: I need a pet. My mom decided to help me pick a pet. We went to the pet store to look around. I found a beautiful fish. My mom bought me the fist.
Why did I find a beautiful fish?
[EX A]: Answerable
[EX Q]: Evelyn did not want to go to Tiffany's party. She decided to tell Tiffany that her baby was sick. Later Tiffany saw photos of Evelyn and her baby on social media. She knew Evelyn's baby was not sick. Tiffany was very upset about being lied to.
Why was Tiffany very upset about being lied to?
[EX A]: | [
-0.06681254506111145,
-0.7279831171035767,
-0.48808953166007996,
0.07346051931381226,
-0.08990949392318726,
-0.5511490106582642,
-0.2796021103858948,
0.6249822378158569,
0.04667825624346733,
-0.08804211020469666,
-0.01355823501944542,
0.5247932076454163,
-0.6802077293395996,
0.532545089721... |
You are given a question or fill-in-the-blank question, two answer options (Option1 and Option2) and an Explanation. Your task is to find the correct answer (return the string of the correct option, not option1/2) for the given question from the given options and using explanation.
--------
Question: Question: When everyone can eat what happens to the number of people that die?
Option1: increases
Option2: decreases
Explanation: With better food and less chance of disease, the death rate fell.
Answer: decreases
Question: Question: If Mona is bouncing radar waves off a test car when training to be a policewoman and she notices the frequency of the waves returning to her radar gun is lower then it was before, what is happening to the car she is pointing the gun at?
Option1: decreasing in speed
Option2: increasing in speed
Explanation: A: As the car approaches the radar gun, the reflected microwaves get bunched up in front of the car. Therefore, the waves the receiver detects have a higher frequency than they would if they were being reflected from a stationary object. The faster the car is moving, the greater the increase in the frequency of the waves.
Answer: decreasing in speed
Question: Question: If Jim begins emitting less greenhouse gases into the air it means that the air will become
Option1: warmer
Option2: cooler
Explanation: More greenhouse gases trap more heat and warm the atmosphere.
Answer: | [
-0.4763539433479309,
0.03413046896457672,
-0.5074750185012817,
-0.10518349707126617,
-0.45618194341659546,
-0.524399995803833,
0.5806151628494263,
0.9259071350097656,
-0.11823591589927673,
-0.050074588507413864,
-0.7769330739974976,
-0.5259183049201965,
-0.5439513921737671,
-0.000089849578... |
Q: You are given a sentence in Galician. Your job is to translate the Galician sentence into Portugese.
Facía graffiti, escribía o meu nome por todas partes usaba a cidade coma un lenzo.
A: | [
-1.086015224456787,
1.5667965412139893,
0.567649245262146,
-1.3367811441421509,
0.0698404535651207,
-1.5974657535552979,
-0.06403343379497528,
0.7390356063842773,
-0.3211008906364441,
-0.3325740396976471,
-0.303034245967865,
0.6713221073150635,
-0.9949695467948914,
-0.23618043959140778,
... |
Definition: A text is given in Oriya. Translate it from the Oriya language to the Tamil language. The translation must not omit or add information to the original sentence.
Input: ଇନ୍ଧନ ନିରାପତ୍ତା ତଥା ଇନ୍ଧନ ଓ ନବୋନ୍ମେଷ ସଂଯୋଗକୁ ବୃଦ୍ଧି କରିବା ନେଇ ଆଲୋଚନା କଲେ ଦୁଇ ନେତା
Output: | [
0.07179328054189682,
0.4387689232826233,
-0.27830103039741516,
0.3138098120689392,
-0.5928565859794617,
-1.1479182243347168,
0.3939676284790039,
0.6041198968887329,
-0.3703339695930481,
0.3872109055519104,
-0.25265753269195557,
-0.7814055681228638,
-0.030760930851101875,
0.1932904720306396... |
Definition: In this task, you are given a sentence in the Spanish language. Your task is to convert it to Lithuanian language.
Input: Según los estudios realizados por vía intravenosa, el volumen medio de distribución es 1,3 l/ kg.
Output: | [
-0.1400599181652069,
0.35736316442489624,
-0.5926335453987122,
-0.42509424686431885,
-0.22354534268379211,
0.20289480686187744,
0.017521046102046967,
0.7741119861602783,
0.13948771357536316,
-0.43470025062561035,
-0.2533283829689026,
0.17832723259925842,
-0.3703632950782776,
0.458254665136... |
In this task, you're given a text which is the body of a document and a title which is the title of the document. Here the title is present in the document and it is the entity which is referred in the document. The title might have some text in parentheses, for example: "HMS Mallow (K81)", or be slightly different from what is present in the text. If they still refer to the same entity, then it is a correct title. Indicate your answer as "Yes" if the title is correct, otherwise indicate your answer as "No". Do not generate anything else apart from "Yes" or "No"
Let me give you an example: Text: The Mansfield Building Society is a UK building society which has its headquarters in Mansfield Nottinghamshire. It is a member of the Building Societies Association.
Title: Mansfield Building Society
The answer to this example can be: Yes
Here is why: The title "Mansfield Building Society" is present in the text and it is the main entity that is referred in the text. Hence, it is the title of the document.
OK. solve this:
Text: Street Kings is a 2008 American action-crime-thriller film directed by David Ayer starring Keanu Reeves Forest Whitaker Hugh Laurie Chris Evans Common and The Game. It was released in theaters on April 11 2008.The initial screenplay drafts were written by James Ellroy in the late 1990s under the title The Night Watchman.
Title: White Man's Legend
Answer: | [
-0.7934379577636719,
0.38977909088134766,
0.2745448350906372,
-0.283060222864151,
0.024336695671081543,
0.1200576052069664,
0.024281824007630348,
0.8107866644859314,
-0.39896559715270996,
-0.03697120398283005,
0.032934289425611496,
0.21064195036888123,
-0.550377607345581,
-0.65310001373291... |
Given a premise, an initial context, an original ending, and a counterfactual context, the task is to generate a new story ending aligned with the counterfactual context and as close to the original ending as possible. Each instance consists of a five-sentence story. The premise is the first sentence of a story, and the second sentence, which is the initial context, provides more information about the story's context and the story's general plot. The original ending is the last three sentences of the story. Also, a counterfactual context is a slight modification to the initial context. You should write a new story ending that edits the original story ending as little as possible to regain coherence with the counterfactual context. To sum up, you should write the last three sentences of a story based on the premise(first sentence) and the counterfactual context(second sentence) of the story.
Premise: Tom was applying to work at the US Census.
Initial Context: He waited patiently in the lobby to complete the process.
Original Ending: He was invited in a classroom. He was given a test to take. He passed the test and was hired for the job.
Counterfactual Context: He was able to complete the process very quickly. | [
0.49119606614112854,
0.18303023278713226,
0.42804527282714844,
-0.1823025643825531,
0.10995259881019592,
-0.4696575999259949,
-0.3089129626750946,
0.980355441570282,
0.05038951337337494,
-0.029158012941479683,
-0.471920371055603,
-0.33003711700439453,
-0.21984881162643433,
-0.0800039097666... |
Detailed Instructions: Given a negotiation between two participants, answer 'Yes' if both participants agree to the deal, otherwise answer 'No'.
Q: THEM: i would like the book and one ball YOU: i need the book most of all THEM: as do i.
A: | [
0.38816195726394653,
0.46419236063957214,
0.24155129492282867,
0.3041788637638092,
0.18600043654441833,
-0.5330243110656738,
0.6678985357284546,
-0.3826664686203003,
0.4269654452800751,
-0.12220745533704758,
0.2122846394777298,
-0.24410635232925415,
-0.8952270746231079,
-0.1584688872098922... |
A text is given in Tamil. Translate it from the Tamil language to the Hindi language. The translation must not omit or add information to the original sentence.
Ex Input:
2015-ல் நாங்கள் இந்தியா-ஆப்பிரிக்கா உச்சி மாநாட்டை ஏற்பாடு செய்தபோது ஆப்பிரிக்காவின் அனைத்து நாடுகளுக்கும் அழைப்பு விடுத்திருந்தோம்.
Ex Output:
2015 में जब हमने इंडिया-अफ्रीका फर्म समिट का आयोजन किया तो पहली बार अफ्रीका के सभी देशों को निमंत्रण दिया।
Ex Input:
கட்டுமானத் துறையில் தற்போது பேரழிவுகளில் தாக்குப்பிடிப்பது எரிசக்தித் திறன், உள்ளூர் கண்டுபிடிப்பு ஆகியவற்றுக்கு பெரும் கவனம் செலுத்தப்படுவதாக அவர் தெரிவித்தார்.
Ex Output:
उन्होंने कहा कि निर्माण क्षेत्र में अब आपदारोधी उपाय करने , ऊर्जा क्षमता तथा स्थानीय नवाचार पर अधिक फोकस किया जा रहा है।
Ex Input:
தங்களின் சொந்த நலன்களுக்கும் மேலாக சைமன் கமிஷனை எதிர்த்து தொழில்துறை குரல் எழுப்பியது.
Ex Output:
| [
0.001862196484580636,
-0.2261527180671692,
-0.06984656304121017,
0.9295978546142578,
0.074600949883461,
-0.8299475908279419,
0.026627743616700172,
0.3464950621128082,
-0.44809383153915405,
0.5692609548568726,
-0.3221011161804199,
0.567359209060669,
-0.22353747487068176,
0.04038576781749725... |
Given a sentence in Igbo language, translate the sentence to English language keeping the meaning of the original sentence intact
Q: Igbo sentence: Facebook Mgbasa ozi Manager Olee otú Iji Kpọsaanụ On Facebook
A: | [
-0.3578689694404602,
0.18593177199363708,
-0.6762402653694153,
-0.7471489310264587,
0.17252540588378906,
-0.6676837205886841,
0.09454654157161713,
0.43868643045425415,
0.5596332550048828,
0.19954514503479004,
0.38614198565483093,
-0.05873531103134155,
-0.4326483905315399,
0.386932432651519... |
Part 1. Definition
You are given a sentence in English. Your job is to translate the English sentence into Galician.
Part 2. Example
Now, it's next door, or in my house.
Answer: Agora, está ao lado, ou na miña casa.
Explanation: The English sentence is correctly translated into Galician, because the meaning is preserved.
Part 3. Exercise
With me, as a viewer, there is a specific brain pattern in my brain when I watch it.
Answer: | [
-0.12666450440883636,
0.8210566639900208,
0.0024582413025200367,
-0.6759764552116394,
-0.07420150935649872,
-0.9468495845794678,
0.22464963793754578,
0.910331130027771,
0.14329475164413452,
-0.2042115479707718,
-0.7009347081184387,
0.11090041697025299,
-1.2643998861312866,
0.11881624907255... |
Teacher: You are given a sentence in Arabic. Your job is to translate the Arabic sentence into Galician.
Teacher: Now, understand the problem? If you are still confused, see the following example:
ويوجد أساسا مرجل دوار.
Solution: É basicamente un caldeiro que rota.
Reason: The Arabic sentence is correctly translated into Galician, because the meaning is preserved.
Now, solve this instance: هذا ما يعنيه الصدق والنزاهة ، وهو أيضا السبب في أن تشخيص فاي ترك انطباعا دائم.
Student: | [
-0.753566563129425,
-0.03551660478115082,
0.235484778881073,
-0.8641894459724426,
0.017342379316687584,
-0.4417908787727356,
0.8285112380981445,
0.11459879577159882,
-0.3967202305793762,
-0.42209967970848083,
-0.24304771423339844,
0.11240684986114502,
-0.8832909464836121,
0.260980904102325... |
You are given a sentence in Galician. Your job is to translate the Galician sentence into English.
Q: Volve poñerse a ler o seu libro, que desafortunadamente se titula "" Violación "". (Risas) Decatouse de que hai algo estraño, pero volveu á súa vida normal.
A: | [
-0.5044979453086853,
1.1242094039916992,
0.609432578086853,
-0.6939288377761841,
-0.0951448455452919,
-0.5060302019119263,
0.8815761804580688,
-0.08721007406711578,
0.12147074937820435,
-0.0010652929777279496,
-0.3672976493835449,
-0.01157614216208458,
-0.9915162324905396,
0.29854175448417... |
Given the task definition and input, reply with output. Given a math problem with context and a question and 5 answer choices, the task is to provide the correct answer choice based on the problem. You must choose one of the given answer choices by letter: a, b, c, d, or e; anything else is invalid.
Problem: a man buys a cycle for rs. 1400 and sells it at a loss of 10 %. what is the selling price of the cycle ?
Options: a. rs. 1090, b. rs. 1160, c. rs. 1190, d. rs. 1202, e. none
| [
-0.05677458643913269,
0.08077289164066315,
-0.5582154989242554,
0.593917965888977,
-0.14295822381973267,
0.53807133436203,
0.20446735620498657,
0.7635573148727417,
-0.026263874024152756,
0.04341211915016174,
-0.8337540626525879,
0.033338259905576706,
0.3004102110862732,
-0.3592810928821563... |
Given the task definition and input, reply with output. In this task, you are given a abstract of article and corresponding title of an article. Your task is to generate label "yes" if title is right for article, otherwise generate "no".
Abstract: Allogeneic umbilical cord blood (UCB) has therapeutic potential for cerebral palsy (CP). Concomitant administration of recombinant human erythropoietin (rhEPO) may boost the efficacy of UCB, as it has neurotrophic effects. The objectives of this study were to assess the safety and efficacy of allogeneic UCB potentiated with rhEPO in children with CP. Children with CP were randomly assigned to one of three parallel groups: the pUCB group, which received allogeneic UCB potentiated with rhEPO; the EPO group, which received rhEPO and placebo UCB; and the Control group, which received placebo UCB and placebo rhEPO. All participants received rehabilitation therapy. The main outcomes were changes in scores on the following measures during the 6 months treatment period: the gross motor performance measure (GMPM), gross motor function measure, and Bayley scales of infant development-II (BSID-II) Mental and Motor scales (18). F-fluorodeoxyglucose positron emission tomography (18F-FDG-PET/CT) and diffusion tensor images (DTI) were acquired at baseline and followed up to detect changes in the brain. In total, 96 subjects completed the study. Compared with the EPO (n = 33) and Control (n = 32) groups, the pUCB (n = 31) group had significantly higher scores on the GMPM and BSID-II Mental and Motor scales at 6 months. DTI revealed significant correlations between the GMPM increment and changes in fractional anisotropy in the pUCB group. 18F-FDG-PET/CT showed differential activation and deactivation patterns between the three groups. The incidence of serious adverse events did not differ between groups. In conclusion, UCB treatment ameliorated motor and cognitive dysfunction in children with CP undergoing active rehabilitation, accompanied by structural and metabolic changes in the brain.. Title: The relationship of the level of cyclic amp to differentiation in primary cultures of chick muscle cells.
| [
0.21106202900409698,
0.6117845773696899,
-0.38076043128967285,
0.10129719972610474,
0.050433676689863205,
-0.7550534009933472,
1.145073652267456,
0.4342297315597534,
0.27630215883255005,
-0.04676717519760132,
-0.06342659890651703,
0.5897361636161804,
-0.2537398636341095,
0.4672335982322693... |
In this task, you are given an input list A. You need to find all the elements of the list that are numbers in the same order as they appear in the list A.
['G', 'f', '1737', 'h', '4355', '8899', '1433', '3201', 'x', 'C', 'r'] | [
-0.16853314638137817,
0.10718907415866852,
-0.271342933177948,
-0.9704781174659729,
-0.062131643295288086,
-0.18493524193763733,
0.6641066074371338,
-0.5377663373947144,
-0.30370527505874634,
0.25800418853759766,
-1.286772608757019,
-0.6408877372741699,
-0.06244610249996185,
0.144180208444... |
instruction:
In this task, you are given two lists A,B. Find the longest common subsequence in the lists A and B.
question:
[3539, 6661, 127, 883, 'j', 'i', 9169, 4635, '8533', 'w', 'B', 'x', '8345', '1367', '8023', '4489', '5083', 'A', '2295', '2737', 'Q', 'H', 'Q', 4829, 'h', 'e', 'L', 6905, 't'], [7275, 1425, 'r', 'G', 'c', 's', 'W', 'L', 'C', 'o', '8533', 'w', 'B', 'x', '8345', '1367', '8023', '4489', '5083', 'A', '2295', '2737', 'z', 'V', 4703, 'c']
answer:
8533, w, B, x, 8345, 1367, 8023, 4489, 5083, A, 2295, 2737
question:
['n', 'D', 'w', 3835, 'T', 'B', 677, 'V', 'K', 'C', 2925, 'K', 'm', 1053, 'f', 4037, 7659, '65', '9985', '867', 'F', '8953', 't', 'Q', '4985', 'G', '4695', '1083', '6045', '1075', '5633', '8053', '1711', 'W', 'n', 'N', 'x', 'P', 'g', 'Y', 'j', '6411', 'x', 'n', '8627', 'y', 'g', 9107, 'A', 'T', 'W', 'A', 'j', 'f', 'v', 9021, 'j', 't', 'B', 8145, 'H', 3749], [949, 5165, 1491, 2995, 6041, 'd', 8225, 3907, 483, 7773, 'E', 105, 4839, 4595, 'y', 10009, 'M', 2851, 9681, 5135, 9105, 4887, 9939, 'N', 'k', 'h', '65', '9985', '867', 'F', '8953', 't', 'Q', '4985', 'G', '4695', '1083', '6045', '1075', '5633', '8053', '1711', 'W', 'n', 'N', 'x', 'P', 'g', 'Y', 'j', '6411', 'x', 'n', '8627', 'y', 'R', 'E', 'x', 6219, 7421, 'y', 4757, 9359, 'P', 5909, 7819, 3069, 6985, 9497, 2897, 5345, 8961, 3143, 9975]
answer:
65, 9985, 867, F, 8953, t, Q, 4985, G, 4695, 1083, 6045, 1075, 5633, 8053, 1711, W, n, N, x, P, g, Y, j, 6411, x, n, 8627, y
question:
[7463, 'B', 'B', 'J', 'b', 'P', 'Q', 'w', 8151], [7495, 'c', 'b', 'J', 'b', 'P', 'd', 569, 'q']
answer:
| [
-0.2823328673839569,
0.14040586352348328,
-0.14180035889148712,
-0.5173854827880859,
-0.22669734060764313,
-0.14432328939437866,
0.8392000198364258,
0.7013573050498962,
-0.5559287667274475,
0.3912978768348694,
-0.7389540672302246,
0.238732248544693,
-0.3215324282646179,
0.36916497349739075... |
You are given a sentence in Polish. Your job is to translate the Polish sentence into Spanish.
[EX Q]: Potrzebujemy firm. Firmy się wyniosły.
[EX A]: Necesitamos empresas. Las empresas se han ido.
[EX Q]: z różnokolorowymi cząsteczkami w środku, mogącymi się mieszać i łączyć.
[EX A]: Cada uno contenía diferentes estructuras moleculares y diferentes colores que podían ser mezclados y combinados.
[EX Q]: Co dla nas znaczy Wal-Mart? Jest ogromny.
[EX A]: | [
-1.0698423385620117,
0.7221862077713013,
-0.15226641297340393,
-0.36731934547424316,
-0.5279495120048523,
0.14203275740146637,
0.5901881456375122,
0.08638797700405121,
-0.024563128128647804,
-0.4342186152935028,
-0.41546007990837097,
0.4778584837913513,
-0.43956178426742554,
-0.14356055855... |
Instructions: In this task, you are given a premise, a hypothesis, and an update. The premise sentence describes a real-world situation and is always assumed to be true. The hypothesis sentence describes an assumption or inference that you might make about that situation having read the premise. The update provides additional information about the situation that might weaken or strengthen the hypothesis. A weakener is a statement that weakens the hypothesis, that is, it makes you much less likely to believe the hypothesis is true. A strengthener is a statement that strengthens the hypothesis, that is, it makes you much more likely to believe the hypothesis is true. Your task is to answer with 'strengthener' or 'weakener' if the update strengthens or weakens the hypothesis, respectively.
Input: Premise: A young boy rides a small paddling boat.
Hypothesis: The boy rides the boat by himself.
Update: He is on a family vacation.
Output: | [
0.3256729245185852,
0.4358338415622711,
-0.7147505283355713,
-0.31763723492622375,
-0.06498095393180847,
-0.9367386698722839,
1.28589928150177,
0.8731452226638794,
0.5954326391220093,
-0.615760087966919,
-0.9438074827194214,
0.10568003356456757,
-0.6895066499710083,
-0.10274650156497955,
... |
In this task, you are given a text of article and corresponding title of an article. Your task is to generate label "yes" if headline (title) is right for article, otherwise generate "no".
Example input: Article: australia 's current account deficit shrunk by a record #.## billion dollars -lrb- #.## billion us -rrb- in the june quarter due to soaring commodity prices , figures released monday showed . Title: australian current account deficit narrows sharply
Example output: yes
Example explanation: This headline is appropriate for the given article text because the focus of this article is australian current accounts. Hence, the label is 'yes'.
Q: Article: former sri lankan president dingiri banda wijetunga , died on sunday after a prolonged illness , his aide said . Title: democrats seek changes to bailout bill
A: | [
-0.48374778032302856,
0.09211462736129761,
-0.21464473009109497,
0.3107970952987671,
-0.5420504808425903,
-0.6210436820983887,
0.5409085154533386,
0.49905821681022644,
-0.1032978892326355,
0.07546013593673706,
-0.20565590262413025,
0.047057412564754486,
-0.5514373183250427,
0.3586702346801... |
In this task, you are given a context paragraph of the tweet and question. Your task is to generate right answer of given question based on given context tweet paragraph.
Q: Context: The UK is an extraordinary partner for America and a force for good in an unstable world. I hope it remains strong, robust and united. -bo— The White House (@WhiteHouse) September 17, 2014 Question: who was the person who wrote this tweet?
A: | [
-0.42056071758270264,
1.583038568496704,
0.11279314011335373,
-0.48413974046707153,
-0.22924524545669556,
-1.0967282056808472,
0.2806791663169861,
0.14379170536994934,
0.3831140398979187,
0.010322052985429764,
-0.05298452824354172,
0.417204886674881,
-0.08206996321678162,
0.270470201969146... |
Definition: You are given a sentence in Galician. Your job is to translate the Galician sentence into Italian.
Input: Como sería o mundo se combinásemos todas as nosas solucións simples?
Output: | [
-0.47553884983062744,
1.3155691623687744,
-0.35510846972465515,
-0.49618515372276306,
-0.1349533498287201,
-1.0481657981872559,
0.4570938050746918,
0.6879775524139404,
-0.29781487584114075,
0.08555987477302551,
-0.6264327764511108,
0.41634446382522583,
0.039750099182128906,
0.4992440938949... |
Given a piece of financial news and its polarity, classify it into 'true' if the polarity is correct and classify into 'false' if the polarity is incorrect. Output must be 'true' or 'false'.
Input: Consider Input: news:A & euro ; 4.8 million investment in 13.6 % of Lewa netted Deutsche Beteiligungs & euro ; 21 million .
polarity:neutral
Output: false
Input: Consider Input: news:According to Heikkil+Æ , more than just `` refreshment and energy '' will soon be found in soft drinks also in Finland .
polarity:positive
Output: false
Input: Consider Input: news:The personnel s expertise and high level of technology play a major role in Exel Composites operations .
polarity:neutral
| [
-0.6739147901535034,
0.4107034206390381,
-0.018299371004104614,
0.5553491115570068,
-0.3580615520477295,
-0.14680440723896027,
0.923985481262207,
1.0544931888580322,
0.4059603810310364,
-0.09916327893733978,
-0.048543620854616165,
0.6090791821479797,
0.23645474016666412,
-0.332071363925933... |
Instructions: A text is given in Panjabi. Translate it from the Panjabi language to the Tamil language. The translation must not omit or add information to the original sentence.
Input: ਸਰਗਰਮ ਸਿਵਲ ਸੁਸਾਇਟੀ ਅਤੇ ਐੱਨਐੱਚਆਰਸੀ ਜਿਹੇ ਸੰਗਠਨ ਮਾਨਵ ਅਧਿਕਾਰਾਂ ਦੀ ਰੱਖਿਆ ਲਈ ਬਣਾਏ ਗਏ ਹਨ।
Output: | [
0.17518916726112366,
0.5715376138687134,
0.7002742290496826,
0.10183101147413254,
-0.053513675928115845,
-1.2805724143981934,
0.8040969967842102,
-0.1579093635082245,
-0.610015332698822,
0.6747245788574219,
-0.2401057779788971,
-0.5270738005638123,
-0.9199212789535522,
-0.2911432385444641,... |
Given a real-life anecdote of a complex ethical situation, generate a suitable title that describes the main event/root cause of the situation. Imagine that the given text is a social media post, and you have to write the title of the post, so the users can decide to read the main text or not.
--------
Question: I've been dating a girl, call her Abby, for a year and a half. We are getting pretty serious and there have been talks about our future and luge together. We love eachother. Just for a little more background, we are all in our mud twenties.
I have a good friend, call her Sam, who I meet about 5 years ago. We have been great friends since we met, but she has had a BF for years and years so we never thought about eachother in that way.
Recently it has seemed that the relationship between Sam and her BF is coming to an end, and Abby believes Sam has been showing interest in me. Sam and Abby get along fine, but recently Abby does not like to be around Sam since she thinks Sam is trying to make a move on me. Abby has also asked me not to hang out with Sam anymore due to this.
I would never cheat on Abby (nor do I even want to) in the first place. I don't even think about Sam in that way at all. She is a good friend who I enjoy spending time with, but that's the extent of the relationship. I don't personally believe Sam has a thing for me but I'm also an emotional idiot and couldn't take a hint if it was written on a brick thrown at my head. If Sam actually does want to get with me and made a move, I would tell her no, that I value her friendship but if she tried to take it any further than that I would have to terminate the friendship. But this has not happened.
I told this to Abby and told her while I understand where her feelings are coming from, I don't think it is fair that she ask me to not hang out with a good friend of 5 years based on what, at this point, is just a hunch. I've promised her that if she proves right, and Sam tries anything with me, then the situation changes and i will absolutely comply with her wishes. She isn't happy about my choice, but ultimately does not like telling people what to do.
Am i an asshole for continuing to hang out with Sam, knowing Abby doesn't trust her?
Answer: wanting to remain friends with a female friend that my GF does not trust
Question: My fiance and I (both mid twenties) live on the first floor of an apartment complex. I rotate between 12 hour day shifts and night shifts three days a week and occasionally have to sleep during the day. My upstairs neighbors work from home/stay at home, have two school aged boys and two large dogs. They are loud all day long during normal working hours, especially playing the piano, vacuuming, and generally banging about. The piano playing starts at noon and continues intermittently through dinner time many days. I'm convinced they play soccer/fetch inside up there when the boys get home from school. We've never had issues with them being loud at night.
I work Sunday night, and my birthday is Monday. I have plans that evening for which I would like to not be a zombie and actually get to sleep for a reasonable amount of time. Would I be the asshole for asking them to mind their noise levels and not practice the piano on Monday so that I can sleep through the standard work day? I've never officially met them, so this would be the first encounter. To my knowledge, they don't know how inconvenient their daytime routines are to my sleep schedule. I already have blackout curtains, earplugs and an eye mask.
I know that upstairs neighbors are something you sign up for with an apartment complex. Noise regulations don't go into effect until 11 pm on weekdays 12 am on weekends. Officially I don't have a leg to stand on, but is it okay to ask?
Answer: asking my upstairs neighbor to be quiet on Monday so I can sleep
Question: So my friend called an we talked for like an hour. And I was tired so I wanted to express that we might hang up and just text but then she got mad and said that I just didn't wanna talk to her.
I tried to explain that texting would be more chill. But she didn't want to hear that, said "just don't talk to me then" and hung up.
She won't reply to text messages and I feel kind of bad but I'm not sure why. Can you guys help me pls?
Answer: | [
0.7685313820838928,
0.018281737342476845,
-0.29924851655960083,
-0.20348745584487915,
0.16117256879806519,
-0.5494123697280884,
0.6334561705589294,
0.7808077931404114,
-0.4593390226364136,
0.2777310013771057,
-0.11199364811182022,
0.8813003301620483,
-0.554284930229187,
-0.3627299070358276... |
Detailed Instructions: Here are two questions (Question1 and Question2). If these questions have the same meaning and same answer, answer "Yes", otherwise "No".
Problem:Question1: What are some weird facts about India?, Question2: What are some of the interesting facts about India?
Solution: | [
0.2311682403087616,
0.28310298919677734,
0.4247296452522278,
0.6101703643798828,
-0.8114683032035828,
-1.2107510566711426,
-0.010863576084375381,
0.7387412190437317,
-0.825261116027832,
-0.14071343839168549,
-1.1049189567565918,
-0.6999590396881104,
-0.6380469799041748,
0.09772984683513641... |
Given news headlines and an edited word. The original sentence has word within given format {word}. Create new headlines by replacing {word} in the original sentence with edit word. Classify news headlines into "Funny" and "Not Funny" that have been modified by humans using an edit word to make them funny.
Ex Input:
News Headline: ' We want revenge ' : meet the Yazidi women freeing their sisters from {Isis} in the battle for Raqqa
Edit: housework
Ex Output:
Funny
Ex Input:
News Headline: Sniper who killed ISIS jihadi with record {shot} should be " celebrated , " says Trudeau
Edit: player
Ex Output:
Not Funny
Ex Input:
News Headline: Liberty University Alumni To Return Diplomas Over School Official 's Trump {Support}
Edit: hate
Ex Output:
| [
0.2265668511390686,
0.5516409873962402,
0.1448781043291092,
-0.04208379611372948,
-0.16339550912380219,
-0.642224907875061,
0.10169218480587006,
1.182442307472229,
0.21444988250732422,
0.2237701416015625,
-0.8791458606719971,
-0.3677077889442444,
-1.052310824394226,
-0.014681689441204071,
... |
In this task, given a sentence in the Bengali language, your task is to convert it into the English language.
--------
Question: সম্প্রচার মন্ত্রী স্টিভ মাহেরী বলেন, "টিভিএনজির পুনর্গঠন একটি প্রয়োগগত সমস্যা, এবং আমি আশা করি তারা তাদের সনদের শর্ত পূরণ করবে"।
Answer: Steve Mahery, broadcasting minister, said, "The restructuring of TVNZ is an operational issue, and I expect they'll meet their charter requirements."
Question: জনাব ভেইলের মতে, ২০০৪এর মার্চের দিকে জাতিসংঘের তেলের বিনিময়ে খাদ্য কার্যক্রম প্রকল্পে তদন্তে সহায়তা করতে বানিজ্য বিভাগ কেবল মাত্র একবারই ইরাকে এডব্লিউএ-র লেনদেনের নথিসমূহ তদন্ত করেছিল।
Answer: According to Mr Vaile, the only time the department of trade investigated its files to locate information it had received on AWB's dealings in Iraq was around March 2004 to assist the UN's inquiry into the Oil-for-Food programme.
Question: মাস্টো, কলম্বিয়া বিশ্ববিদ্যালয়ের একজন স্নাতক, আজকালকার দিনে তারকা জগতে দুষ্প্রাপ্যই বলা চলে: কারণ তাঁর নাগাল পাওয়া যায়।
Answer: | [
-0.30497634410858154,
-0.0322265625,
0.2879767417907715,
0.16047492623329163,
0.5867618322372437,
0.691737949848175,
0.2191123515367508,
0.18539394438266754,
-0.5297825336456299,
0.18538890779018402,
-0.04005111753940582,
0.07624863088130951,
-0.6136202216148376,
-0.06584060937166214,
1.... |
Teacher:You are given a sentence in Persian. Your job is to translate the Farsi sentence into Polish.
Teacher: Now, understand the problem? Solve this instance: وقتی به لیست های نتفلیکس نگاه می کردند متوجه چیز جالبی شدند که بیشتر ما احتمالا متوجه شده ایم. اینکه بعضی فیلم ها به سرعت به خانه های ما وارد و به سرعت خارج می شوند.
Student: | [
-0.7786186337471008,
1.037463903427124,
-0.14783582091331482,
-0.15233144164085388,
-0.33676037192344666,
-0.3801780939102173,
1.1930255889892578,
0.5191664099693298,
0.36725321412086487,
-0.09818756580352783,
0.08896958827972412,
-0.16858011484146118,
-1.223891258239746,
-0.34883987903594... |
In this task, you are given a sentence which is either in the Gujarati language or English language. You task is to identify the language of input sentence. Input sentence can be in Gujarari or English language only and also it cannot have two languages at a time.
[EX Q]: A street light attached to a pole next to a street and a sidewalk railing.
[EX A]: English
[EX Q]: એક લેપટોપ કોમ્પ્યુટરમાં તેના વાળમાં કોચમાં બેસવાની અને તેમના પગની નીચે રહેલ એક બેઠક પર શર્ટ વગરનો માણસ.
[EX A]: Gujarati
[EX Q]: શેરીમાં આગ હાઈડ્રન્ટ શૂટિંગ પાણીની બાજુમાં આગ ટ્રક અને એમ્બ્યુલન્સ પાર્ક.
[EX A]: | [
-1.0656371116638184,
0.5307339429855347,
0.5507519245147705,
-0.4197964370250702,
0.10357845574617386,
-0.8943389654159546,
0.4177783727645874,
0.3257763385772705,
-0.009173743426799774,
-0.8291427493095398,
-0.2736290991306305,
-0.17196720838546753,
-0.33936795592308044,
-0.14701195061206... |
Teacher:In this task, you need to reverse all words of a given length in the sentence. The number of letters in a word determine its length. For example, the length of the word "apple" is 5.
Teacher: Now, understand the problem? Solve this instance: Sentence: 'a child in a giraffe costume and a child in shorts cooking in a kitchen on chairs'. Reverse all words of length '7' in the given sentence.
Student: | [
-0.16167859733104706,
0.4010096788406372,
0.07454147934913635,
-0.4340544044971466,
-0.29229897260665894,
-0.5258582234382629,
0.09224443137645721,
0.46832412481307983,
-0.39658504724502563,
-0.2899441421031952,
-0.5948739051818848,
-0.2897210717201233,
-0.6892750263214111,
-0.027247250080... |
In this task, you are given a sentence in the Hindi language and your task is to convert it into the English language. In translation, keep numbers as it is and make it sentence case (capitalize only the first word of each sentence and noun).
Q: वर्तमान ब्रिटेन के प्रधान मंत्री डेविड कैमरून ने अपने विश्वास पर टिप्पणी की कि अल-मेग्राही को "जेल से कभी भी रिहा नहीं किया जाना चाहिए" और कहा कि उनकी मृत्यु एक अवसर था "उन 270 लोगों को याद करने के लिए जो एक भयावह आतंकवादी कार्रवाई में अपना जीवन खो चुके थे"।
A: | [
-0.11699375510215759,
0.7106775641441345,
0.4647018313407898,
-0.9314322471618652,
-0.028529740869998932,
-0.2758491635322571,
1.106006383895874,
0.354383647441864,
-0.4528711438179016,
0.15117144584655762,
-0.615627646446228,
0.051967035979032516,
-0.13707825541496277,
0.598186731338501,
... |
You will be given a definition of a task first, then some input of the task.
In this task, you're given a statement, the genre to which that statement belongs, and a label indicating if the statement should be agreed with (entailment), disagreed with (contradiction), or neither (neutral). Your job is to write a sentence that describes the genre that follows the tone with respect to the statement, as indicated by the label. If sentence X agrees with sentence Y, the can be concluded from one another. If sentence X disagrees with sentence Y, they can not be correct at the same time. The sentence must also belong to the genre specified.
Statement: yeah i mean they they went for an entire season with this and i'm sure you heard about it all these things
Label: entailment.
Genre: telephone.
Output: | [
-0.8742391467094421,
0.6117090582847595,
-0.28074437379837036,
0.07142643630504608,
0.41977640986442566,
-0.5255740880966187,
-0.038485266268253326,
0.36757880449295044,
0.28682655096054077,
-0.034602634608745575,
-0.39941632747650146,
0.29726746678352356,
-0.5604491233825684,
-0.024777982... |
Detailed Instructions: You are given a sentence in Galician. Your job is to translate the Galician sentence into Farsi.
See one example below:
Problem: Cando chegas a estas sociedades en desenrolo, as mulleres son os piares da súa comunidade, pero os homes seguen a ser os que controlan as rúas.
Solution: وقتی به این جامعه های در حال توسعه می روید زنها رکن اصلی اجتماعشان هستند ولی هنوز این مردها هستند که خیابون ها رو در دست دارند.
Explanation: The Galician sentence is correctly translated into Farsi, because the meaning is preserved.
Problem: Ben, hai moito do que falar, pero creo hei empezar tocando sen máis.
Solution: | [
-0.828445553779602,
1.0334354639053345,
-0.32244962453842163,
0.2375224083662033,
0.11731667816638947,
-0.28719019889831543,
0.7093839645385742,
0.9637043476104736,
-0.5618034601211548,
0.2892341613769531,
-1.3252179622650146,
0.4211900234222412,
-0.43880701065063477,
0.20367783308029175,
... |
You are given a sentence in Persian. Your job is to translate the Farsi sentence into Hebrew.
Input: Consider Input: هر فرد نقشی رو برای بازی کردن به عهده داره.
Output: לכל אחד יש תפקיד למלא.
Input: Consider Input: اما به منظور برداشتن قدمهای کوچک تا رسیدن به آن نقطه ، ابتدا می خواهیم به طرح و تولید دارو ، یا کشف و ساخت دارو نگاهی بیندازیم. ابتدا می خواهیم به طرح و تولید دارو ، یا کشف و ساخت دارو نگاهی بیندازیم.
Output: אבל אנו מתקדמים עקב בצד אגודל. ראשית כל, אנו רוצים לבחון את נושא תכנון והפקת התרופה, או את גילוי התרופה וייצורה.
Input: Consider Input: شاید تنها سه یا چهار نوع متفاوت از مواد اولیه اینجا وجود داشته باشد.
| [
-0.5289876461029053,
0.6677786111831665,
-0.8073668479919434,
0.10931313037872314,
-0.5340782403945923,
-0.0312771312892437,
0.606507420539856,
-0.1661582887172699,
0.8577204942703247,
-0.38487204909324646,
-0.8372790813446045,
0.35135021805763245,
-0.27458131313323975,
0.09091652929782867... |
Instructions: In this task, you will be shown an English sentence. You need to classify the sentence as either a representation of an adjunct island or as an incorrect representation. A correct representation should be denoted as 'good' while everything else should be denoted as 'bad'. A correct representation of an adjunct island will be a grammatically correct instance of a sentence using an adjunct island. An incorrect representation will be everything else.
Input: Who can all mushrooms shock without irritating some cashier?
Output: | [
0.42836612462997437,
0.48422664403915405,
0.2800787687301636,
-1.0100657939910889,
-0.326908141374588,
-1.4775766134262085,
0.37528473138809204,
-0.437081515789032,
0.41002750396728516,
-0.2286624163389206,
0.2764383554458618,
0.09167812764644623,
-0.7290107011795044,
0.06380143016576767,
... |
In this task, you are given a sentence in the English language and your task is to convert it into the Hindi language. In the translation, keep numbers as it is and make it sentence case (capitalize only the first word of each sentence and noun).
Ex Input:
युवा कवि ने इसमें जीवन के जिस पहलू को देखा है या नहीं भी देखा है , उसके प्रेम को आवश्य ही पहचाना है ।
Ex Output:
Whatever else the young poet had seen or not seen of life at first hand , he had known love .
Ex Input:
अपलॊड करने वाला यूट्यूब कॊ अपॊड की हुइ सामग्री किसी भी उद्देश्य के लिए वितरित करने या संशॊधित करने का अधिकार देता है यह लाइसेंस उस समय रदद हॊ जाता है जब अपलॊड करने वाला सामग्री साइट से मिटा देता हैउपयॊग कर्ता साइट पर तभी तक वीडियो देख सकते हैं जब तक कि वे सेवा शर्तों पर सहमत हैं ; डाउनलोड करने के लिए अपने माध्यम या वीडियो की नकल की अनुमति नहीं है
Ex Output:
YouTube relies on its users to flag the content of videos as inappropriate, and a YouTube employee will view a flagged video to determine whether it violates the site's terms of service. If there is any content which raises any objections or any contradictions that video will be removed and the license will be canceled. The videos can be downloaded till the video is removed from the site
Ex Input:
देशकी उत्तरी दो-तिहाई भाग में पहाडी और हिमालयी भूभाग सडकें पुल तथा अन्य संरचना निर्माण करने में कठिन और मँहगा बनाता है।
Ex Output:
| [
0.01173134334385395,
-0.323359876871109,
0.27951183915138245,
0.17443108558654785,
-0.16287626326084137,
-0.08915503323078156,
0.12133786827325821,
1.0601226091384888,
-0.8686375617980957,
-0.052449747920036316,
-0.07859580218791962,
0.045426931232213974,
-0.03287719935178757,
-0.559972763... |
You will be given a definition of a task first, then some input of the task.
In this task you are given a sentence. You must judge whether subject of the main clause is singular or plural. Label the instances as "Singular" or "Plural" based on your judgment.
The duel was practice and it was punishment.
Output: | [
-1.1530102491378784,
0.8066650629043579,
0.29140686988830566,
-0.4577981233596802,
-0.48405346274375916,
0.01676088385283947,
0.9795734882354736,
0.3749346435070038,
0.24670016765594482,
-0.3938761055469513,
-0.876074492931366,
-0.2143634855747223,
-0.6530972719192505,
0.17993927001953125,... |
You will be given a definition of a task first, then an example. Follow the example to solve a new instance of the task.
In this task, you are given two sentences. Your task is to classify the given sentences as "Yes" if they have same meaning; otherwise, classify them as "No".
Sentence-1: I'm looking forward to it.<sep>Sentence-2: I did hear about the event next week .
Solution: Yes
Why? We need to check if the answer is yes or no based on the given sentence-1 and sentence-2. Both the sentences give the same meaning, and so the output is a yes.
New input: Sentence-1: I've never heard of that place.<sep>Sentence-2: I have been to the 360 amphitheater .
Solution: | [
-0.47302839159965515,
0.3032121956348419,
0.30520814657211304,
0.0699305534362793,
-0.1571243554353714,
-0.28872382640838623,
0.5268118381500244,
0.8742096424102783,
0.6671925783157349,
0.17618215084075928,
-0.0900634154677391,
-0.24360120296478271,
-0.5289186239242554,
0.07686655223369598... |
Teacher:In this task you will be given a list of integers. You should only return an integer if the first digit is the same as the last digit in the number. If an integer has a single digit, then it should be returned. If there are no integers that start and end with the same digit then an empty list ("[]") should be returned.
Teacher: Now, understand the problem? Solve this instance: [-18, 754, 127, -801, -831, -823, 442, 756, 631, 415, -96, -144, -213, 120, -85]
Student: | [
-0.8233424425125122,
-0.07922045886516571,
-0.0948401466012001,
-0.5269379615783691,
-0.37019434571266174,
0.1118394285440445,
1.2232242822647095,
0.21555256843566895,
-0.6615840792655945,
0.08079884946346283,
-0.634140133857727,
-0.34579402208328247,
-0.27965402603149414,
-0.7778666019439... |
In this task, you are given the abstract of a research paper. Your task is to generate a summary of this abstract. Your summary should not be very short, but it's better if it's not more than 30 words.
Example: Mixed precision training (MPT) is becoming a practical technique to improve the speed and energy efficiency of training deep neural networks by leveraging the fast hardware support for IEEE half-precision floating point that is available in existing GPUs. MPT is typically used in combination with a technique called loss scaling, that works by scaling up the loss value up before the start of backpropagation in order to minimize the impact of numerical underflow on training. Unfortunately, existing methods make this loss scale value a hyperparameter that needs to be tuned per-model, and a single scale cannot be adapted to different layers at different training stages. We introduce a loss scaling-based training method called adaptive loss scaling that makes MPT easier and more practical to use, by removing the need to tune a model-specific loss scale hyperparameter. We achieve this by introducing layer-wise loss scale values which are automatically computed during training to deal with underflow more effectively than existing methods. We present experimental results on a variety of networks and tasks that show our approach can shorten the time to convergence and improve accuracy, compared with using the existing state-of-the-art MPT and single-precision floating point.
Example solution: We devise adaptive loss scaling to improve mixed precision training that surpass the state-of-the-art results.
Example explanation: The abstract focusses on designing an adaptive loss scaling method, hence the generated output is correct.
Problem: Continual learning is a longstanding goal of artificial intelligence, but is often counfounded by catastrophic forgetting that prevents neural networks from learning tasks sequentially. Previous methods in continual learning have demonstrated how to mitigate catastrophic forgetting, and learn new tasks while retaining performance on the previous tasks. We analyze catastrophic forgetting from the perspective of change in classifier likelihood and propose a simple L1 minimization criterion which can be adapted to different use cases. We further investigate two ways to minimize forgetting as quantified by this criterion and propose strategies to achieve finer control over forgetting. Finally, we evaluate our strategies on 3 datasets of varying difficulty and demonstrate improvements over previously known L2 strategies for mitigating catastrophic forgetting.
| [
0.026953326538205147,
-0.16944511234760284,
-0.851604700088501,
-0.4329855740070343,
0.6456197500228882,
-0.8142256736755371,
0.8347951173782349,
0.9543803930282593,
-0.03001086600124836,
0.10418478399515152,
-0.3548353910446167,
-0.37699535489082336,
-0.5406382083892822,
0.352231115102767... |
In this task, you are given a sentence from the Bible in English, and your task is to translate it into Persian.
Q: For the LORD thy God hath chosen him out of all thy tribes, to stand to minister in the name of the LORD, him and his sons for ever.
A: | [
-0.6934912204742432,
1.1225757598876953,
0.18202748894691467,
0.6794483661651611,
-0.4162810444831848,
-0.9977760314941406,
0.6253606081008911,
0.15726220607757568,
0.09455762803554535,
0.2994668185710907,
1.1565349102020264,
0.7300155162811279,
-0.31086498498916626,
0.45502710342407227,
... |
You are given a sentence in Spanish. Your job is to translate the Spanish sentence into English.
[Q]: Algunas de las avispas parecían haberse quedado y la controlan en defensa de sus hermanos que se metamorfosean en los adultos dentro de los capullos.
[A]: Some of the wasps seemed to stay behind and controlled it into defending their siblings which are metamorphosing into adults within those cocoons.
[Q]: Por lo tanto, hay implicaciones muy serias para la salud humana.
[A]: So there are very real implications for human health.
[Q]: Si vamos a administrar nuestro planeta Tierra y su biosfera, es mejor que comprendamos el significado cósmico y que hagamos algo al respecto.
[A]: | [
0.09015491604804993,
0.9918683171272278,
0.2959466576576233,
-0.783470094203949,
-0.967920184135437,
-1.3740277290344238,
0.7347570657730103,
0.23005321621894836,
0.22267675399780273,
-0.5480470061302185,
0.18765030801296234,
0.40217897295951843,
-0.5648546814918518,
-0.3248074948787689,
... |
In this task, you're given a review from Amazon and your task is to generate the name of the category of the product based on the review given by the user. The categories are: kitchen, office product, watch, wireless, other, toy, digital video download, camera, jewelry, pet products, sports, industrial supplies, baby product, grocery, drugstore, home improvement, pc, shoes, automotive, digital ebook purchase, musical instruments, beauty, book, electronics, lawn and garden, apparel, home, video games, luggage, furniture, personal care appliances.
I ordered lift supports for a 1994 buick lesabre. I even made sure I included specs before ordering to make sure it fits my car. I got them and they didn’t fit. They were different size holes for where they are supposed to be attached. I wont be returning due to the fact that I damaged them a little from one side. I then looked at the package and saw they were for a Pontiac Bonneville. Dont really know if it makes a difference, but im just going to live with it
automotive
Very disappointed,color is tan not white like the first brand I bought. Has a strong odor. Didn’t have a good flavor or texture. Not returnable so was a waste of money can’t see using it again. I don’t know if I’ll buy another Anthony’s product again Don’t know if I’ll buy another Anthony’s product again.
grocery
I loved the look of this product. And, it worked wonderfully holding four knives. Until this week when it fell off. Tried without success to remove the sticking pads which came with it. Then tried to put on additional pads. Didn't work. Will have to throw it out.
| [
-0.35376259684562683,
-0.09981897473335266,
-0.07772117853164673,
0.23531830310821533,
0.5479924082756042,
0.1861177384853363,
0.3316418528556824,
1.133074164390564,
-0.44377031922340393,
0.3914123475551605,
-0.13149243593215942,
-0.11439509689807892,
-0.28141337633132935,
-0.5671934485435... |
In this task, you are given a tuple, comprising Head and Tail, separated with <sep>. The Head and the Tail events are short phrases possibly involving participants. The names of specific people have been replaced by generic words (e.g., PersonX, PersonY, PersonZ). PersonX is always the subject of the event. You have to determine whether, as a result of the Head, PersonY, or others, feel what is mentioned in the Tail or not. Feelings in this task are the emotional reactions on the part of PersonY or other participants in an event. For example, as a result of gift-giving, others (in this case, PersonY) might feel appreciated. Classify your answers into "Yes" and "No". The phrase may also contain "___", a placeholder that can be an object, a person, and/or an action.
Q: Head: PersonX joins the team<sep>Tail: good for having a new team mate
A: | [
-0.11650368571281433,
0.13640376925468445,
0.0010134734911844134,
-0.14225375652313232,
-0.2318495810031891,
-1.3090320825576782,
1.31551194190979,
0.17038583755493164,
-0.43559572100639343,
-0.5230096578598022,
-0.24374817311763763,
-0.113633893430233,
-0.8550594449043274,
0.6103097796440... |
Part 1. Definition
Given a story, answer the question about the story. The question is the last sentence in the input. The story has one of the three following scenarios: the first is when the individual's belief matches reality, the second is when the individual's belief does not match reality, and the third is when an individual has a false belief about another individual's beliefs. The question will ask about the location of an object in the story with respect to either none or one of the three scenarios. Note that there are distractor sentences in each story that are unrelated to the question and are designed to confuse the reader.
Part 2. Example
Isabella entered the hall. Olivia entered the hall. Phone rang. The apple is in the blue_treasure_chest. Olivia exited the hall. Isabella moved the apple to the green_basket. Where does Isabella think that Olivia searches for the apple?
Answer: blue_treasure_chest
Explanation: Since Olivia was no longer in the hall, she last remembers the apple being in the blue_treasure_chest even though Isabella moved it to the green_basket. Since Isabella was in the hall the entire time, she knows where Olivia will look for it.
Part 3. Exercise
Sophia entered the workshop. Avery entered the workshop. The eggplant is in the green_bottle. Sophia moved the eggplant to the blue_box. Where was the eggplant at the beginning?
Answer: | [
0.25697898864746094,
-0.10731232166290283,
-0.3413369059562683,
0.07115389406681061,
-0.12992972135543823,
-0.3591899871826172,
0.31852054595947266,
0.68598872423172,
-0.06944814324378967,
-0.009738722816109657,
-0.021247046068310738,
0.7747511863708496,
0.051954519003629684,
0.21396480500... |
Given a comment text in Tamil, classify the comment into one of these categories (i) Hope speech, if it contains encouraging, positive or supportive contents about equality, diversity or inclusion, (ii) Not Hope Speech or (iii) Not in Expected Language, if the text is not Tamil.
Let me give you an example: Spr Ithan sariyana valli
The answer to this example can be: Hope Speech
Here is why: The given text contains content that is encouraging, positive or supportive contents and talks about equality, diversity or inclusion and is in expected language - tamil
OK. solve this:
Neenga Solra apps Ethum Na use pannala G...
Answer: | [
-0.3363911509513855,
-0.02649731934070587,
0.5093400478363037,
0.6216008067131042,
-0.05873969942331314,
-1.1329209804534912,
-0.3669995665550232,
0.7351170778274536,
-0.7858258485794067,
0.442691832780838,
-0.04271281510591507,
0.3862787187099457,
-0.13733062148094177,
-0.6802029609680176... |
You will be given a definition of a task first, then some input of the task.
In this task, you are given a sentence in English and your task is to translate it into Spanish. In translation, keep the numbers and capitalization (capitalize only the first word of each sentence and name).
This would ensure that the peripheral countries and the ultraperipheral regions, the poorer regions in Europe, are in a position to operate successfully within the new euro currency zone, as well as within an ever-expanding internal market where the free movement of goods, persons, services and capital exist.
Output: | [
-0.38337719440460205,
0.6967647671699524,
-0.11432516574859619,
0.3043211102485657,
0.04428337886929512,
0.6451511383056641,
0.6765400171279907,
0.8809704184532166,
-0.10629786550998688,
-0.2919086515903473,
-0.384866863489151,
0.10957779735326767,
-0.5165317058563232,
-0.31298109889030457... |
This task is about translating a given Spanish language sentence to English.
Q: Creía ... que estaba contigo. Tenemos que irnos.
A: | [
0.14995591342449188,
1.1048970222473145,
0.5257387161254883,
-0.48330822587013245,
-0.42201703786849976,
-0.40135157108306885,
0.3869311809539795,
0.23615150153636932,
0.7630620002746582,
-0.2900122106075287,
0.20267194509506226,
0.21231433749198914,
-0.9874202013015747,
0.1797469854354858... |
Given the task definition, example input & output, solve the new input case.
In this task, you need to answer 'Yes' if the given word is the longest word (in terms of number of letters) in the given sentence, else answer 'No'. Note that there could be multiple longest words in a sentence as they can have the same length that is the largest across all words in that sentence.
Example: Sentence: 'two men in a room holding wii remotes'. Is 'remotes' the longest word in the sentence?
Output: Yes
The word 'remotes' has 7 letters which is the maximum in this sentence. So, the answer is 'Yes'.
New input case for you: Sentence: 'a woman wearing a hat is riding a horse on the beach'. Is 'wearing' the longest word in the sentence?
Output: | [
-0.03420727699995041,
0.8912588357925415,
-0.40755265951156616,
0.2814320921897888,
-0.11386225372552872,
-0.5933048129081726,
0.17854958772659302,
0.8246376514434814,
0.26776450872421265,
-0.6445745825767517,
-0.6610257625579834,
0.3953627347946167,
0.04912244901061058,
-0.380785346031188... |
In this task, you are given two phrases: Head and Tail, separated with <sep>. The Head and the Tail events are short phrases possibly involving participants. The names of specific people have been replaced by generic words (e.g., PersonX, PersonY, PersonZ). PersonX is always the subject of the event. You have to determine whether the Head can be characterized by being or having the Tail or not. Being characterized usually describes entities' general characteristics such as rose is red, or subjective attributes such as thirst is uncomfortable. It can also map to descriptors that speak to the substance or value of items such as meat has the property of being stored in the freezer or bike is powered by a person's legs. Classify your answers into "Yes" and "No". The phrase may also contain "___", a placeholder that can be an object, a person, and/or an action.
[Q]: Head: PersonX arrives at PersonY understanding<sep>Tail: to have an agreement
[A]: No
[Q]: Head: PersonX achieves PersonX's dream<sep>Tail: to make a new goal
[A]: No
[Q]: Head: PersonX assumes another ___<sep>Tail: like a new person
[A]: | [
0.4666598439216614,
-0.007492614910006523,
0.28605908155441284,
0.1680907905101776,
-0.3849976062774658,
-0.8238831162452698,
0.8743765354156494,
0.910863995552063,
-0.4941483736038208,
-0.1444944590330124,
-0.668419599533081,
-0.29669415950775146,
-0.6305551528930664,
0.1599491387605667,
... |
A text is given in English. Translate it from the English language to the Gujarati language. The translation must not omit or add information to the original sentence.
Ex Input:
We are moving towards the system when the banks can give credit to small entrepreneurs on the basis of GST and other returns.
Ex Output:
જ્યારે બેંકો જીએસટી અને અન્ય રિટર્નને આધારે નાના ઉદ્યોગસાહસિકોને લોન આપી શકે છે, ત્યારે આપણે સરળ વ્યવસ્થા તરફ અગ્રેસર છીએ.
Ex Input:
He said the award target for the coming year is 25000 km.
Ex Output:
તેમણે જણાવ્યું હતું કે, આગામી વર્ષ માટે 25000 કિમીનું કામ સુપરત કરવાનો લક્ષ્યાંક છે.
Ex Input:
Our motto is Sab Ka Saath Sab Ka Vikaas.
Ex Output:
| [
-1.1509432792663574,
0.32582512497901917,
0.1319478303194046,
0.21483387053012848,
-0.10280865430831909,
-0.8494217395782471,
0.2910650372505188,
0.0200935248285532,
0.18610993027687073,
-0.06336790323257446,
-0.21612009406089783,
0.9356864094734192,
-0.4116583466529846,
0.1077650487422943... |
You are given a sentence in Persian. Your job is to translate the Farsi sentence into Galician.
Example input: وقتی به این جامعه های در حال توسعه می روید زنها رکن اصلی اجتماعشان هستند ولی هنوز این مردها هستند که خیابون ها رو در دست دارند.
Example output: Cando chegas a estas sociedades en desenrolo, as mulleres son os piares da súa comunidade, pero os homes seguen a ser os que controlan as rúas.
Example explanation: The Farsi sentence is correctly translated into Galician, because the meaning is preserved.
Q: و این سیستم در حقیقت کاملا اشتباه است.
A: | [
-1.2305407524108887,
1.3634960651397705,
-0.4179975986480713,
0.05535934120416641,
-0.3323698341846466,
-0.6140816807746887,
0.7087801694869995,
1.1502106189727783,
-0.19651737809181213,
0.059177253395318985,
-1.4017393589019775,
0.5565848350524902,
-0.6784361004829407,
-0.0384122654795646... |
Q: In this task, you are given an input list. A list contains several comma-separated items written within brackets. You need to collate all the alphabetical elements at the start of the list followed by all the numerical elements of the list. Maintain the order in which the alphabetical elements appear in the given input list, and do the same for the numerical elements.
['h', 'y', '235']
A: | [
-0.10187716782093048,
0.6739342212677002,
0.33277350664138794,
-0.314736545085907,
0.09072913229465485,
-0.0938459113240242,
0.5511177778244019,
0.29504674673080444,
0.059454672038555145,
0.4282296299934387,
-0.43762388825416565,
-0.0485924556851387,
0.14309583604335785,
-0.014698931947350... |
Given the task definition and input, reply with output. You are given a sentence in English. Your job is to translate the English sentence into Portugese.
And so I say, let them.
| [
-0.09744124114513397,
0.8733430504798889,
-0.2262754887342453,
-0.43672603368759155,
-0.38639068603515625,
-0.5599406957626343,
-0.5711166858673096,
0.680130124092102,
0.5125362873077393,
-0.43372708559036255,
-0.34051668643951416,
0.9226697683334351,
-0.326890766620636,
-0.363204747438430... |
You will be given a context, a subject and a relation. Your task is to generate a question based on the subject and relation. The generated question should include the given subject. Try to use a minimum number of words that are not present in either context, subject or relation while generating question.
Q: Context : The ``Mr. Marshall'' referred to was actor Herbert Marshall, whose divorce from Hilda Lloyd Marshall (``owing to the misconduct of her husband ... with ... Miss Edna Best'') was granted in the same court session.
Subject : Edna Best
Relation : spouse
A: | [
0.2842597961425781,
1.0996570587158203,
-0.3468923270702362,
0.02452033758163452,
0.6924838423728943,
-0.03708545118570328,
0.3570743799209595,
-0.05170583352446556,
0.5854766368865967,
-0.44566142559051514,
-0.5936893224716187,
0.6590021848678589,
-0.8937774896621704,
-0.1270013004541397,... |
Q: Given a sentence in Chinese, provide an equivalent paraphrased translation in English that retains the same meaning both through the translation and the paraphrase.
Andrea Bocelli称她的排练表演“非常好”，大卫福斯特称她的声音很壮观。
A: | [
0.4555493891239166,
0.4121748208999634,
-0.21196064352989197,
-0.33428531885147095,
-0.1279556006193161,
-0.2470116913318634,
-0.0497811995446682,
0.17945335805416107,
0.12084364891052246,
-0.6123839616775513,
-0.22904129326343536,
0.26027315855026245,
0.04017014801502228,
0.25673228502273... |
Instructions: Given a disfluent sentence, modify the sentence to it to its equivalent fluent form, preserving the meaning of the sentence.
Input: Who came up with twin no no which conjecture claims that for any positive integer n, there is an infinite amount of pairs of consecutive primes differing by 2n?
Output: | [
-1.0590522289276123,
0.7088480591773987,
0.3311917781829834,
0.10875736176967621,
-0.01734832674264908,
0.474359393119812,
0.2096543312072754,
0.7318134307861328,
0.20748421549797058,
-0.30552369356155396,
-0.4622158408164978,
-0.6005486249923706,
-1.3752036094665527,
-0.4009876847267151,
... |
Given a document, an entity and its sentiment towards the entity, verify if it is the correct sentiment towards the entity. Answer should be yes or no. Note that URLs in the text have been replaced with [Link].
One example is below.
Q: Verify if the sentiment of the following document towards the entity Bill Clinton is Positive . Bill Clinton knows how to win friends and influence people. The former president is a master of reinvention — and the same talents that guided him into office have propelled him, more recently, into the stratosphere of Internet stardom.
A: yes
Rationale: Here the author of the document praises Bill for this ability to win friends. Hence the sentiment should be Positive and the answer is yes.
Q: Verify if the sentiment of the following document towards the entity Jameis Winston is Positive . Jameis Winston won the Heisman Trophy the following year while leading the Seminoles to the national championship.
After one more season he was off to the NFL as the first pick in the draft by the Tampa Bay Buccaneers. The success was hardly a surprise born out of an innate self-assurance.
" He always wanted to race. He thought he was the fastest person on the team knowing he was the slowest. He was competing in everything thought he had the best hands thought he could cover anyone " said Rhodes who'll be defending Winston on Sunday with the Minnesota Vikings. "I'm like 'Bro you're just an all-around athlete huh? Running a 4.8 huh?'"
No speed is not part of Winston 's elite skillset. His official 40-yard dash time at the NFL combine in 2015 was 4.97 seconds .
Just about everything else is. With the Vikings uncertain this week about quarterback Sam Bradford's status having started Case Keenum at Pittsburgh because of an injury to Bradford's left knee the Buccaneers are clearly Winston 's team.
"Jameis is Jameis " Rhodes said. " He 's confident in everything he does."
Winston will face an accomplished defense in Minnesota with the Pro Bowl cornerback Rhodes one of the standouts.
" His size and speed combination is amazing. But at the end of the day just like at Florida State we're going to go out there and compete " Winston said.
Vikings running back Dalvin Cook a freshman in Winston 's final season with the Seminoles in 2014 recalled a certain read-option play where Winston would hand him the ball and then try to hustle in front to block for him .
" He 's just a guy who built up confidence. He carries himself like a leader which he is " Cook said.
A: | [
-0.014543984085321426,
-0.04382053762674332,
-0.5769047737121582,
0.3917945623397827,
0.46977806091308594,
-0.8505785465240479,
0.6569875478744507,
0.5826694965362549,
0.10115066915750504,
0.24364180862903595,
-0.03577570244669914,
0.3841324746608734,
-0.32191067934036255,
0.25016364455223... |
Given the task definition and input, reply with output. Given a sentence in Arabic, generate a new Arabic sentence by performing small changes on the sentence. Here, make sure that the changes are semantically related and syntactically similar to the input. And the generated sentence should have high commonsense plausibility, that is to have reasonable probability of it being true.
إذا سمحتم بالتأثير على قوتكم، فعليكم شراء أحجام مختلفة.
| [
-0.7282742261886597,
0.6771870851516724,
0.13034941256046295,
-0.4683802127838135,
-0.7352602481842041,
0.252255380153656,
0.8424163460731506,
0.516723096370697,
0.13752657175064087,
-0.5251014232635498,
-1.0302672386169434,
0.6015197038650513,
-0.918971598148346,
-0.0457509309053421,
0.... |
In this task, you need to reverse all words of a given length in the sentence. The number of letters in a word determine its length. For example, the length of the word "apple" is 5.
Sentence: 'a group of sheep graze in a grassy field'. Reverse all words of length '2' in the given sentence.
a group fo sheep graze ni a grassy field
Sentence: 'there are several different items of food on this fancy plate'. Reverse all words of length '2' in the given sentence.
there are several different items fo food no this fancy plate
Sentence: 'a dollhouse is open at the top and looks nice'. Reverse all words of length '2' in the given sentence.
| [
-0.47782889008522034,
0.5502923130989075,
0.12433081865310669,
-0.3231666088104248,
-0.19400477409362793,
-0.5396621227264404,
0.09749909490346909,
0.8072110414505005,
-0.14007365703582764,
-0.4336740970611572,
-1.4956289529800415,
-0.0979660302400589,
-0.7905665636062622,
-0.4054901599884... |
Detailed Instructions: In this task, you need to count the number of words in a sentence that end with the given letter. Answer with numbers and not words.
See one example below:
Problem: Sentence: 'the street light is green in the city'. How many words end with the letter 't' in the sentence.
Solution: 2
Explanation: The words 'street', and 'light' end with the letter 't'. So, the answer is 2.
Problem: Sentence: 'there is a plane that is parked on the run way'. How many words end with the letter 'y' in the sentence.
Solution: | [
-0.35057517886161804,
0.849638819694519,
-0.24519088864326477,
-0.7008419036865234,
-0.18140554428100586,
0.10040783137083054,
0.267913818359375,
0.6075990796089172,
0.680461585521698,
-0.2986002266407013,
-0.3811986446380615,
0.5744936466217041,
-0.4037473797798157,
0.15548211336135864,
... |
Detailed Instructions: Read the given text and if it has abusive content then indicate via "yes". Otherwise indicate via"no".
We consider the content to be abusive if it contains any of the following instances: (1) Identity Directed Abuse (e.g., Content which contains a negative statement made against an identity. An identity is a social category that relates to a fundamental aspect of individuals community, socio-demographics, position or self-representation) (2) Affiliation Directed Abuse (e.g., Content which express negativity against an affiliation. We define affiliation as a (more or less) voluntary association with a collective. Affiliations include but are not limited to: memberships (e.g. Trade unions), party memberships (e.g. Republicans), political affiliations (e.g. Right-wing people) and occupations (e.g. Doctors).) (3) Person Directed Abuse (e.g., Content which directs negativity against an identifiable person, who is either part of the conversation thread or is named. Person-directed abuse includes serious character based attacks, such as accusing the person of lying, as well as aggression, insults and menacing language.) and (4) Counter Speech (e.g., Content which challenges, condemns or calls out the abusive language of others.). Note that URLs in the text have been replaced with [Link].
Q: You do realize that back in 2012 when it looked like the electoral college winner might loose the popular vote by a slim margin, [Trump said we needed to abolish the electoral college], that it was a joke, a travesty, and that we shouldn't respect the results and should instead march on DC and have a revolution rather than let the inauguration go through. Are you calling Trump a moron?
A: | [
-0.09538303315639496,
0.34308671951293945,
0.01350149791687727,
0.5621664524078369,
-0.30208444595336914,
-0.8238477110862732,
0.7710824012756348,
0.591867208480835,
0.1090681329369545,
0.4732285141944885,
0.1927405297756195,
0.0551900677382946,
0.07844612002372742,
-0.5084251165390015,
... |
In this task you will be given a string that only contains single digit numbers spelled out. The input string will not contain spaces between the different numbers. Your task is to return the number that the string spells out. The string will spell out each digit of the number for example '1726' will be 'oneseventwosix' instead of 'one thousand seven hundred six'.
--------
Question: onefivesevensevensixsix
Answer: 157766
Question: oneseventwosevensix
Answer: 17276
Question: fiveeightzeroeightfivenine
Answer: | [
-0.5404719114303589,
1.4042242765426636,
-0.3461148738861084,
-1.0840729475021362,
-0.25896844267845154,
-0.43434566259384155,
0.6820824146270752,
0.3882297873497009,
0.10260488092899323,
-0.4621724486351013,
-0.7581526041030884,
0.4025004804134369,
-1.1319096088409424,
0.05797867476940155... |
You will be given a definition of a task first, then some input of the task.
Given a text, write a compressed version of it in a single sentence.
In addition to Qingdao's stunning beaches, which attract 100,000 sunbathers every summer, the area is renowned for the mountain resort of Laoshan, 30 km (nearly 20 miles) to the east. Bordering the sea, Laoshan is a region rich in legends, waterfalls, and springs.
Output: | [
-0.10098657011985779,
0.30750808119773865,
-1.1043728590011597,
-0.9462732076644897,
-0.5052179098129272,
-0.36450016498565674,
-0.09166407585144043,
0.6059993505477905,
-0.4549136161804199,
-0.2746904194355011,
-0.27005666494369507,
0.42730605602264404,
-0.5763044953346252,
-0.17681995034... |
You will be given a definition of a task first, then some input of the task.
Given a disfluent sentence, modify the sentence to it to its equivalent fluent form, preserving the meaning of the sentence.
How many or rather what opportunity did Barack Obama support for Swedish children?
Output: | [
-0.07087152451276779,
0.2533949911594391,
0.1489221304655075,
0.08138512074947357,
-0.18302097916603088,
0.003909648396074772,
1.375763177871704,
0.41392630338668823,
0.9133116006851196,
0.5534642934799194,
-0.5419182181358337,
0.23320579528808594,
-0.058278877288103104,
-0.282548993825912... |
Detailed Instructions: You are given a sentence in Polish. Your job is to translate the Polish sentence into Spanish.
Problem:Kosztuje 50% więcej, niż podobne produkty.
Solution: | [
-0.6001110076904297,
0.43494778871536255,
-0.0682472437620163,
0.3539903461933136,
0.31736329197883606,
0.5556914210319519,
0.7938050031661987,
0.8620076775550842,
0.4770224690437317,
-0.35702693462371826,
0.05256836861371994,
0.3138093948364258,
-1.0380406379699707,
0.600304365158081,
-... |
In this task, you are given a sentence in the English language and your task is to convert it into the Hindi language. In the translation, keep numbers as it is and make it sentence case (capitalize only the first word of each sentence and noun).
Example: पहले दो को अविश्वसनीय मानकर बाकी पांच मुखबिरों के आधार पर मुकदमा चलाया गया|
Example solution: The first two were found unreliable and the prosecution case rested mainly on the evidence of the remaining five approvers .
Example explanation: Hindi sentence is properly converted into English sentence because the input also says that the first two were judged to be untrustworthy, thus the prosecution relied heavily on the testimony of the remaining five approvers. Also, the translated sentence is in a sentence case.
Problem: इसके भंडार अनुमानत : 2,500 लाख टन है जबकि कच्ची धातु के भंडार अनुमानत : 250 से 280 लाख टन है ।
| [
0.30010369420051575,
0.16291137039661407,
0.7595676183700562,
0.3263733386993408,
0.36028218269348145,
-0.42656755447387695,
-0.609172523021698,
1.0327813625335693,
-0.20719453692436218,
-0.17699842154979706,
-0.9035847187042236,
-0.2903779149055481,
-0.3765477240085602,
0.1168981492519378... |
Definition: In this task, you get an English sentence and a corresponding Spanish translation of the English sentence. Your task is to return a "Yes" if the translation is correct, otherwise return "No"
Input: English: Madam President, I want to condemn the absence of the Presidency-in-Office of the Council.
Spanish:Señora Presidenta, quisiera denunciar la ausencia de la Presidencia en ejercicio del Consejo.
Output: | [
-0.4096502661705017,
0.1792026162147522,
0.21850314736366272,
0.2526179254055023,
0.6226069927215576,
-0.4169600009918213,
-0.20536154508590698,
0.9344332218170166,
-0.04717571288347244,
-0.02134471945464611,
0.19568201899528503,
-0.18627649545669556,
-0.2519904375076294,
0.151900663971900... |
Detailed Instructions: In this task you will be given a list of numbers and you should remove all duplicates in the list. If every number is repeated in the list an empty list should be returned. Your list should be numbers inside brackets, just like the given list.
Q: [1, 0, 7, 1, 6, 3]
A: | [
-0.23508334159851074,
0.909980297088623,
-0.014611922204494476,
-0.9741063117980957,
0.10178406536579132,
-0.8168513774871826,
1.1936218738555908,
-0.10918393731117249,
-0.5617891550064087,
-0.43503865599632263,
-0.6540274024009705,
0.14042037725448608,
-0.20657584071159363,
-0.09317830204... |
This task is about translating a given French language sentence to English.
One example is below.
Q: Vous avez fait quelque chose de tellement bien aujourd'hui ! Pourquoi vous m'évitez ?
A: You did such a great thing today, why are you avoiding me?
Rationale: This is a good example because the French sentence has been translated correctly to English.
Q: Qu'il n'y avait pas de sympathie pour être sorti de Jeeves a ce mettre le couvercle sur lui.
A: | [
-0.3478793501853943,
1.2815401554107666,
0.5173155069351196,
-0.38664838671684265,
0.2519053816795349,
-0.842536211013794,
0.25020354986190796,
-0.1793549358844757,
0.290368914604187,
-0.17037397623062134,
-0.1926688551902771,
0.2601909637451172,
-0.9693959951400757,
0.14648470282554626,
... |
Given the task definition and input, reply with output. Based on the given question and tppic, give an answer. The answer is available on on the internet. The questions are mostly centered around a single named entity.
concept: Albus Dumbledore question: who played dumbledore in the first movie?
| [
-0.5781880021095276,
1.2157273292541504,
-0.1935732215642929,
-0.0770847424864769,
-0.8605084419250488,
-0.06483398377895355,
1.3198773860931396,
-0.7522081136703491,
0.89116370677948,
-0.21820467710494995,
-0.03337695077061653,
-0.016811560839414597,
-0.8574914336204529,
-0.22291575372219... |
In this task you are given a sentence pair from wikipedia that have high lexical overlap. If the sentences have the same meaning and are just paraphrases of each other label them as "Paraphrase" , if not label them as "Not paraphrase". The two sentences are seperated by a new line.
Example input: In January 2011 , the Deputy Secretary General of FIBA Asia , Hagop Khajirian , inspected the venue together with SBP - President Manuel V. Pangilinan .
In January 2011 , FIBA Asia deputy secretary general Hagop Khajirian along with SBP president Manuel V. Pangilinan inspected the venue .
Example output: Paraphrase
Example explanation: The second sentence has the same meaning as the first sentence and is just a paraphrased version of it.
Q: However , rapid or complex `` pedal parts must be '' choreographed `` by the organist '' and `` carefully planned if they are to be successful '' .
However , quick or complex pedal parts must be `` choreographed '' and `` carefully planned by the organist if they are to be successful '' .
A: | [
-0.2174215018749237,
0.08206166326999664,
-0.23011410236358643,
0.14726075530052185,
-0.10161982476711273,
-0.36803990602493286,
0.5609298944473267,
0.05340591445565224,
0.06300941854715347,
0.15134313702583313,
-0.2967456877231598,
0.985694169998169,
-0.1997138261795044,
0.867011964321136... |
Q: Based on the given context, craft a common-sense question, especially those that are LONG, INTERESTING, and COMPLEX. The goal is to write questions that are easy for humans and hard for AI machines! To create such questions, here are some suggestions: A. What may (or may not) be the plausible reason for an event? B. What may (or may not) happen before (or after, or during) an event? C. What may (or may not) be a plausible fact about someone (or something)? D. What may (or may not) happen if an event happens (or did not happen)? You can also create other types of questions. DO NOT make your question answerable without looking at the context, or question of which the correct answer can be directly extracted from the context. DO NOT ask a question that requires very specialized knowledge that is not common sense. DO NOT ask too simple or too short questions. Your question must be related to the context and answerable with common sense. Try to add more variations and complexity to the questions.
Context: We ran into her while she was signing up and Stephen was taking his ASVAB test . She tried talking to him then and he ignored her . She later on that night sent him a myspace message saying congrats to us getting married but she 'd always love him no matter what .
A: | [
0.21848148107528687,
0.14284807443618774,
0.13359969854354858,
-0.19950369000434875,
0.022926868870854378,
0.2330116629600525,
0.441836416721344,
0.371911883354187,
0.2683848738670349,
0.3253110647201538,
-0.2879249155521393,
-0.22900784015655518,
-0.27601224184036255,
0.6919447183609009,
... |
Given a sentence in the Japanese and Filipino language. Your task is check if the Filipino sentence is translation of Japanese. if the translation is correct than generate label "Yes", otherwise generate label "No".
Ex Input:
Japanese: 現在オークランドは自分自身で何かを主催しようとしている。
Filipino: Napatunayan na may sala si Stevens noong Oktubre sa pitong mabigat nakasalanan ng pagsisinungaling sa mga pormularyo ng pagsisiwalat ng senado tungkol sa mga regalo, higit sa lahat sa anyo ng libreng pagkukumpuni sa kaniyang bahay, na tinanggap mula sa isang kompanya ng serbisyo ng langis; ang kaniyang pagkakasala ay itinuturing na malaking dahilan sa kaniyang pagkatalo sa halalan noong Nobiyembre sa dating alkalde ng Anchorage na si Mark Begich, na siyang kasalukuyang diyunyor na Senador mula sa Alaska.
Ex Output:
No
Ex Input:
Japanese: 会社はエアハルトセミナートレーニング「est」から発展し、その技術や無給労働者の雇用に関して批判に直面している。
Filipino: "Hindi namin papayagan na ang US at gobyerno ng Australia ay magpatuloy sa pagtatago ng gawain ng Pine Gap sa patuloy na giyera sa Iraq," sabi ni Sean O'Reilly ng grupo.
Ex Output:
No
Ex Input:
Japanese: インドのバラナシにあるヒンズー教の巡礼の町で起きた３件の爆発で、少なくとも１５人が死亡、６０人が負傷したおそれがある。
Filipino: Ayon sa mga dalub-agham na sina Luz E. Tavera-Mendoza at John H. White, ang pagkain ng bitaminang D ay maaaring makatulong sa pag-iwas sa kanser, multiple sclerosis, diabetes, at paglaban sa sakit sa baga, trangkaso, at sakit na pamamaga sa tiyan.
Ex Output:
| [
0.3072747588157654,
-0.32650136947631836,
-0.4103255271911621,
-0.2961428761482239,
0.35254690051078796,
-0.33065593242645264,
0.5944266319274902,
0.8828420042991638,
0.09545612335205078,
-0.04704985022544861,
-0.6867091655731201,
0.5757715702056885,
-0.6524887681007385,
0.3287025392055511... |
You will be given a definition of a task first, then some input of the task.
You will be given a trivia clue, and the category it belongs to. You should answer with the best answer that belongs in the category and is described by the clue. For simplicity, answers should be in all lower cased letters.
Category: SPORTS
Clue: On April 13, 1997 this 21-year-old golfer became the youngest to win the Masters
Output: | [
-0.8226573467254639,
0.6859791874885559,
-0.9617872834205627,
-0.5636135339736938,
-0.31692439317703247,
0.3542536795139313,
0.9421875476837158,
0.1946730613708496,
0.5194169282913208,
-0.29019850492477417,
-0.2905099391937256,
0.5450877547264099,
-0.49178776144981384,
0.09904128313064575,... |
Instructions: In this task, you are given a text of article and corresponding title of an article. Your task is to generate label "yes" if headline (title) is right for article, otherwise generate "no".
Input: Article: sweden will contribute around ## observers and materiel to a civilian european union monitoring mission in georgia , the government said in a statement on thursday . Title: sweden to send ## observers to eu monitoring team in georgia
Output: | [
-1.459115743637085,
0.25404030084609985,
0.31830018758773804,
0.12187537550926208,
0.33803874254226685,
-0.7976037859916687,
0.4607985317707062,
0.4322306513786316,
0.04977491870522499,
0.4605214595794678,
-0.029105089604854584,
0.29609763622283936,
-0.3323379158973694,
0.12861135601997375... |
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