These Study-Specific License Terms ("License Terms") are entered into by and between Reify Health Inc. ("Vendor") and its customer (“Customer”) listed in the master services agreement or Order which expressly incorporates these Study-Specific 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 Study-Specific licenses to site-facing services such as StudyTeam for SitesTM (each such service a “Study-Specific Site Service”) within the scope of a statement of work, work order, or other ordering document (each an “Order”) by expressly listing such licenses as study-specific within the relevant Order. For clarity: an Order that is silent on Study-Specific licenses shall be deemed not to include such licenses.
B. Instructions to Reify. By including Study-Specific licenses within an Order, Customer instructs Vendor to do the following on Customer’s behalf (collectively the “Services”):
i. Provide certain clinical trial sites, all of which are participants in the clinical studies identified in the Work Order (each a “Site”), with licenses to access and use Vendor’s site-facing application identified in the relevant Work Order;
ii. Receive, store, transmit, and otherwise process Site data, which may include Personal Data, (“Site Data”), provided to Vendor by Customer, a Site, or a third-party designee of the Customer or Site; and
iii. Transmit reporting and other Site data to the Customer and/or its third-party designee, including as related to patient status, referral data, 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 License Terms.
ii. Site users’ licenses to access the Study-Specific Site Service(s) shall expire at the earlier of: (a) end of the clinical studies performed under the relevant Order; or (b) the termination or expiration of the Order. To the extent a Site licenses a service directly from Vendor (for example, if a Site signs the relevant software terms of service directly with Vendor), such licensing agreement shall govern the site’s use of such service and shall prevail to the extent of a conflict with these License Terms.
iii. Customer shall be responsible for all Sites’ use of the Services in compliance with the relevant Acceptable Use Terms ("Acceptable Use Terms"). Customer shall indemnify Reify for any claims related to a Site’s use of the Services, including without limitation, for (i) claims by Vendor for the 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 Site’s use of the Services.
iv. As between the Parties, Customer shall ensure that all information transmitted to Vendor for purposes of the Services is acquired by legal means and not subject to any restrictions which would prohibit its transmission as contemplated by the 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 Site, or a third-party designee, including but not limited to any failure by a party to provide accurate referral data, any improper use of the application by a Site user, and any data processing performed by a Site or third-party designee.
A. Date of Effectiveness; Limited Effect. These License Terms will become effective on the effective date of the relevant Order. Except as expressly provided in these License Terms, all of the terms and provisions of the Underlying Agreement, including any exhibits or attachments thereto, are and will remain in full force and effect.
B. Modification. Reify may modify these 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.