These Referral Partner Interface License Terms ("RPI License Terms") is entered into by and between Reify Health Inc. ("Vendor") and its customer (“Customer”) listed in the master services agreement or ordering document which expressly incorporates these RPI License Terms by reference (the “Underlying Agreement”). Customer and Vendor are each referred to herein as a "Party" and collectively as the "Parties."
A. Inclusion in Work Order. From time to time, the Parties may include RPI Services within the scope of a Work Order by expressly listing RPI Services within the relevant Work Order. A Work Order that is silent on RPI Services shall be deemed not to include RPI Services.
B. Instructions to Reify. By including RPI Services within a Work Order, Customer instructs Vendor to do the following on Customer’s behalf (collectively the “Services”):
i. Receive, store, transmit, and otherwise process patient referral data, which may include Personal Data, (“Referrals”), provided to Vendor by Customer (including on Customer’s behalf by a third-party referral partner designated by Customer (“Referral Partner”));
ii. Provide certain clinical trial sites, all of which are participants in the clinical studies identified in the Work Order (“Recipient Sites”), with licenses to access Vendor’s site-facing application, StudyTeam for SitesTM, for the purpose of allowing those sites to access and take action upon relevant Referrals via the application; and
iii. Transmit reporting and other referral-related data to the Customer and/or Referral Partner, including as related to the referral data, status of referred patients, or Referral Partner’s performance of the relevant recruitment campaign(s), or as otherwise instructed by Customer.
i. Vendor is responsible for its fulfillment of Customer’s instructions as identified in Section 1(B) of these RPI License Terms.
ii. Recipient Site users’ licenses to access StudyTeam for SitesTM and the Referrals shall expire at the end of the clinical studies performed under the relevant Work Order. To the extent a Recipient Site contracts directly with Vendor for access to StudyTeam for SitesTM, such contract shall govern the site’s use of StudyTeam for SitesTM and shall prevail to the extent of a conflict with these RPI License Terms.
iii. Customer shall be responsible for all Recipient Sites’ use of the Services in compliance with the StudyTeam for Sites (RPI Use Only) Acceptable Use Terms ("Acceptable Use Terms"). Customer shall indemnify Reify for any claims related to the Recipient Site’s use of the Services, including without limitation, for (i) claims by Vendor for the Recipient Sites’ use of the Services that exceed or violate the access and use rights described in the Acceptable Use Terms, and (ii) claims by third parties related to a Recipient Site’s use of the Services.
iv. As between the Parties, Customer shall be solely responsible for ensuring that all referral information transmitted to Vendor for purposes of the RPI Services is acquired by legal means and not subject to any restrictions which would prohibit its transmission as contemplated by the RPI Services, including but not limited to restrictions related to individual consent.
v. Customer acknowledges that as related to the Services, Vendor bears no responsibility for the actions or omissions of Customer, a Referral Partner, or a Recipient Site user, including but not limited to any failure by Referral Partner to provide accurate referral data, any improper use of the application by a Recipient Site user, and any data processing performed by a Referral Partner or Recipient Site.
A. Date of Effectiveness; Limited Effect. These RPI License Terms will become effective on the effective date of the Underlying Agreement. Except as expressly provided in these RPI License Terms, all of the terms and provisions of the Underlying Agreement, including any exhibits or attachments there to, are and will remain in full force and effect.
B. Modification. Reify may modify these RPI License Terms from time to time, for example if required to comply with applicable law, and shall publish such modifications at this URL. Such modifications shall not include any change to the commercial terms within the Underlying Agreement.