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.
“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.
“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
2.2. 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.
4.2 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