Bridge Server Evaluation Terms of Use
This Bridge Server Evaluation Terms of Use (“Terms of Use”) is between you (“Institution”) and Sage Bionetworks (“Sage”). As used herein, “you” refers to an individual or institution who has agreed to an Evaluation Agreement with Sage (“Evaluation Agreement”). Institution and Sage may be referred to individually as a “Party” and collectively as the “Parties.”
BY ENTERING INTO AN EVALUATION AGREEMENT WITH SAGE, INSTITUTION ACCEPTS AND HEREBY AGREES TO THE TERMS AND CONDITIONS CONTAINED HEREIN AND ANY ADDITIONAL TERMS OR FUTURE MODIFICATIONS.
1. DEFINITIONS
The following terms, when used in this Terms of Use, shall have the following meanings:
“Bridge Server” means Sage’s suite of software programs, components, functions, screen designs, and report formats that are designed to acquire identified human subject data, de-identify such data, and host de-identified data sets and are available as a service over the Internet as provided by Sage to Institution. The Bridge Server expressly includes Sage’s application program interface for the foregoing.
“Evaluation” means the Institution’s evaluation, pursuant to this Terms of Use, of the Bridge Server and its compatibility with the Study App for the purpose of determining whether to enter into a further agreement with Sage for use of the Bridge Server and/or Hosting Services.
“Hosting Services” means the provision of a virtual server partition for storage, running processing, storing, and querying data, customer support related to the foregoing, use of, interaction with, and access to the Bridge Server and other data acquisition management services, any other hosting services reasonably useful and/or necessary to support the use of the Study App.
“Study App” means any mobile application designed to collect information on a mobile device that is used by Institution in the Evaluation.
2. INTELLECTUAL PROPERTY
2.1. Reservation of Rights. Sage owns all right, title, and interest in the Bridge Server, Hosting Services, and associated documentation provided by Sage (“Documentation”), including all copyrights and other intellectual property rights relating thereto. Institution shall have no rights with respect to the Bridge Server, the Hosting Services, or Documentation, other than those expressly granted under this Terms of Use.
2.2. Feedback. Institution may from time to time provide bug reports, suggestions, comments for enhancements or functionality or other feedback to Sage with respect to the Bridge Server, Hosting Services or other current or future Sage products or services (“Feedback”). Such Feedback is provided on a non-confidential basis, and Sage shall have the right to use such Feedback at its discretion, including without limitation by incorporating such suggested changes into the Bridge Server or any future products and services. Institution hereby grants Sage a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual nonexclusive license to use such Feedback for any purpose including to (i) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (ii) use the Feedback and/or any subject matter thereof to develop, manufacture, sell, have sold, offer for sale, import, provide, and otherwise exploit the Bridge Server and other products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter thereof.
3. DISCLAIMER OF WARRANTIES
THE BRIDGE SERVER, HOSTING SERVICES, DOCUMENTATION, AND ALL CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SAGE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, PERFORMANCE, OR NON-INFRINGEMENT OF ANY OF ITS INFORMATION, DOCUMENTATION, AND BRIDGE SERVER. SAGE DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE BRIDGE SERVER. SAGE DOES NOT WARRANT THAT THE BRIDGE SERVER IS ERROR FREE, OR THAT OPERATION OF THE BRIDGE SERVER WILL BE SECURE OR UNINTERRUPTED.
4. INDEMNIFICATION
4.1 Indemnification. To the extent allowed by applicable laws, Institution shall defend, indemnify, and hold harmless Sage for any liability, demand, damage, cost, or expense (including reasonable attorneys’ fees) arising from any third party claim, action, or proceeding to the extent arising from: (i) the material breach by Institution of this Terms of Use, including of any representation, warranty, or covenant; or (ii) the gross negligence or intentional misconduct of the Institution or any of its employees, agents, or representatives.
4.2 Procedures. Institution shall have the right to control the defense and/or settlement of any claim, complaint, suit, proceeding or cause of action for which Sage claims indemnification under this Article 6; provided that Sage shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such claim. Institution shall not, without the consent of Sage, enter into any settlement or agree to any disposition that imposes any conditions or obligations on Sage other than the payment of monies that are readily measurable for purposes of determining the monetary indemnification or reimbursement obligations of Institution. Sage, at Institution’s request and expense, shall provide full information and reasonable assistance to Institution and its legal representatives with respect to such claims covered by this indemnification.
5. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SAGE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO INSTITUTION FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS TERMS OF USE, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR COST OF REPLACEMENT GOODS OR SERVICES, EVEN IF SAGE HAS BEEN NOTIFIED IN ADVANCE OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
6. MISCELLANEOUS
6.1 Additional Terms. Your use of the Bridge Server and Hosting Services is subject to all additional terms, policies, rules, or guidelines applicable to the Bridge Server or Hosting Services, or certain features of the Bridge Server or Hosting Service, that Sage may post and you may accept (the “Additional Terms”), such as Terms and Conditions of Use for Sage’s Synapse platform, subject to Section 6.2 below. All Additional Terms are incorporated by this reference into, and made a part of, these Terms of Use.
6.2 Modification of this Terms of Use. Sage reserves the right, at its discretion, to change these Terms of Use on a going-forward basis at any time, with seven (7) days’ notice. Please check these Terms of Use periodically for changes, as they are binding on you. Disputes arising under these Terms of Use will be resolved in accordance with the version of these Terms of Use that was in effect at the time the dispute arose.