StudyTeam® for Sites Terms of Service

This StudyTeam® for Sites Terms of Service (this “Agreement”) is entered into as of the Effective Date by and between Reify Health, Inc., a Delaware corporation, having its principal place of business at 33 Arch Street, 17th Floor, Boston, MA 02110 (together with its subsidiaries and Affiliates, “Reify”) and the party accepting this Agreement as evidenced by such party’s click-through acceptance or signature, or by such party’s registration for, access to, or use of the Services (together with its subsidiaries and Affiliates, “Customer”), each a “Party,” and collectively, the “Parties.”

This Agreement sets forth the terms and conditions governing Customer’s access to and use of the Services for the management and support of Customer’s clinical research operations.

The Parties agree as follows:

1. Definitions
   1. “Affiliate” means a legal entity that controls, is controlled by, or is under common control with a Party, where “control” is defined as owning more than 50% of the voting shares of such entity.
   2. “Authorized User” means any employee, contractor, or other individual acting on behalf of Customer or its Affiliates that Customer has authorized to access and use the Services.
   3. “Customer Data” means all data and information that is input, uploaded, submitted, transmitted, or otherwise made available to Reify by or on behalf of Customer in connection with the provision of Services, whether provided directly by Customer, through functionality made available as part of the Services, or via third-party systems or applications. For purposes of any applicable Regulatory Addenda, Customer Data includes any data subject to such Regulatory Addenda, to the extent processed in connection with the Services.
   4. “Effective Date” means the date of the last signature or the date of Customer’s click-through acceptance, registration for, access to, or use of the Services.
   5. “Regulatory Addenda” means one or more supplemental terms or agreements made available by Reify at https://onestudyteam.com/legal, as updated from time to time and incorporated by reference into this Agreement, that apply solely to the extent required by applicable laws in connection the Services.
   6. “Services” means any access to, use of, or interaction with StudyTeam®, and any features, functionalities, modules, configurations, integrations, content, support, professional services, or other services made available by or on behalf of Reify to Customer from time to time, including artificial intelligence functionality, whether now existing or later developed.
   7. “StudyTeam®” means Reify’s suite of cloud-based clinical optimization software and services to manage patient recruitment and enrollment in clinical research studies.
2. License
   1. License to Customer. Subject to the terms and conditions of this Agreement, Reify grants Customer a limited, revocable, non-exclusive, and non-transferable license to access and use the Services solely for Customer’s internal clinical research operations.
   2. License Restrictions. Customer shall not access or use the Services in any manner that: (i) violates any applicable law; (ii) interferes with or disrupts the integrity, security, performance, or functionality of the Services or any related systems; (iii) infringes the intellectual property or proprietary rights of Reify or any third party; (iv) reverse engineers, decompiles, disassembles, or otherwise attempts to derive the source code, underlying ideas, algorithms, structure, or organization of the Services; (v) defeats, bypasses, disables, or otherwise circumvents any security or protection mechanisms of the Services, including any mechanism used to restrict or control functionality; (vi) sublicenses, transfers, distributes, leases, loans, sells, or otherwise makes available the Services to any third party; (vii) inputs, submits, or posts any data or information without all necessary rights and authority; or (viii) use the Services to develop, benchmark, or improve any product or service that is competitive with the Services.”
   3. Beta Releases. From time to time, Reify may make available to Customer certain preview, pilot, or pre-release features, functionalities, or enhancements for evaluation or testing (“Beta Release”). Customer’s participation in any Beta Release is voluntary and may be accepted or declined in Customer’s sole discretion. Beta Releases may be incomplete or inaccurate and are provided solely for internal evaluation. Beta Releases are provided “as is” and “as available,” without warranties of any kind, and are excluded from the definition of “Services” for purposes of any representations, warranties, service levels, or support obligations under this Agreement. To the fullest extent permitted by law, Reify shall have no liability arising out of or relating to any Beta Release.
   4. Suspension. Reify may, upon advance written notice to Customer, unless immediate suspension is necessary to protect the Services or comply with applicable law, suspend or terminate Customer’s or an Authorized User’s access to or use of the Services if Reify reasonably determines that Customer or an Authorized User: (i) has violated this Agreement or applicable law; (ii) has engaged in conduct that poses a material risk to the security, integrity, or availability of the Services or related systems; or (iii) is using the Services in violation of legal requirements applicable to Reify.
3. Customer Data
   1. Ownership of Customer Data. As between the Parties, Customer retains all right, title, and interest in and to the Customer Data, and no rights in or to the Customer Data are granted to Reify except as expressly set forth in this Agreement.
   2. License to Reify. Customer grants Reify a non-exclusive, worldwide, royalty-free right to process Customer Data as necessary to provide and improve the Services and perform its obligations under this Agreement. Reify may use aggregated or de-identified Customer Data for analytics and product improvement, provided it cannot reasonably identify Customer or any individual.
   3. Rights and Consents. Customer is solely responsible for obtaining and maintaining all rights, licenses, consents, and permissions necessary for the access to, use of, and processing of Customer Data as contemplated by this Agreement, and represents and warrants that it has and will maintain the legal right and authority to provide Customer Data to Reify and to authorize Reify’s processing of such Customer Data in accordance with this Agreement.
   4. Content and Responsibility. Customer is solely responsible for the accuracy, completeness, legality, and appropriateness of Customer Data and acknowledges that Reify does not control the content of Customer Data and has no obligation to review, monitor, or validate Customer Data.
   5. Security Measures. Reify shall implement and maintain commercially reasonable administrative, technical, and organizational measures designed to protect the Services and Customer Data against unauthorized access, use, alteration, or disclosure.
   6. Integrity and Availability. Except as expressly set forth in this Agreement, Reify shall not be responsible for any loss, corruption, or unavailability of Customer Data resulting from errors in transmission, unauthorized access by third parties, or events beyond Reify’s reasonable control. In the event of any loss or corruption of Customer Data, Reify shall use commercially reasonable efforts to restore such Customer Data from its then-current backups, if available.
   7. Regulatory Addenda. To the extent Customer Data is subject to legal or regulatory requirements imposing specific data processing obligations, the applicable Regulatory Addenda govern such processing and, in the event of a conflict, prevail over this Agreement solely with respect to that processing. Regulatory Addenda may include jurisdiction-specific addenda or modules that apply to Customer as required by operation of law, including, where applicable, state-specific privacy addenda governing US data protection obligations.
4. Intellectual Property
   1. Customer Proprietary Rights. As between the parties, Customer retains all right, title, and interest in and to: (i) Customer Data; (ii) Customer’s name, logo, and other trademarks; and (iii) all intellectual property rights in and to the foregoing.
   2. Reify’s Proprietary Rights. As between the parties, Reify retains all right, title, and interest in and to: (i) the Services and all related software, technology, documentation, and other materials, together with all improvements, enhancements, updates, modifications, derivative works, and other developments to the Services, whether developed independently or in the course of providing the Services; (ii) Reify’s name, logo, and other trademarks; and (iii) all intellectual property rights in and to the foregoing.
   3. Feedback. Customer may, but is not obligated to, provide suggestions, comments, or other feedback regarding the Services (“Feedback”). Feedback shall be deemed non-confidential and non-proprietary. Customer hereby assigns to Reify all right, title, and interest in and to such Feedback, or, to the extent such assignment is not permitted by law, grants Reify an irrevocable, perpetual, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use, reproduce, modify, distribute, and otherwise utilize such Feedback for any purpose, without restriction or attribution.
5. Customer Responsibilities
   1. Authorized Users. Customer is responsible for all access to and use of the Services by its Authorized Users and for all acts and omissions of Authorized Users as if undertaken by Customer. Customer shall maintain reasonable safeguards to protect Authorized User accounts and credentials, and shall promptly notify Reify of any actual or suspected unauthorized access, credential compromise, or misuse of the Services. Customer acknowledges that Reify may rely on any communications or actions of an Authorized User, including where such communications or actions are expressly conditioned upon a representation of authority to act on Customer’s behalf or with Customer’s permission, and that Reify has no obligation to inquire into or verify the authority of any such Authorized User.
   2. Output. Customer is solely responsible for all content and information it submits through the Services. For purposes of this Agreement, “Output” means any content, responses, analyses, or materials generated by or through the Services, including through any artificial intelligence or other automated features. Output is provided for informational purposes only, is non-authoritative, and may be inaccurate or incomplete. Customer is solely responsible for reviewing, validating, and determining the appropriateness of any Output prior to using, relying upon, distributing, or incorporating such Output into operational, clinical, regulatory, or other materials. Reify does not assume responsibility for any decisions, actions, or outcomes based on Customer’s reliance on Output.
   3. Acceptable Use. Customer shall use the Services solely for lawful purposes and strictly in accordance with this Agreement and applicable law. Customer shall not use the Services in any manner that: (i) infringes, misappropriates, or otherwise violates any intellectual-property, privacy, or proprietary right; (ii) introduces or transmits any unlawful, defamatory, harmful, or malicious content or code; (iii) interferes with or disrupts the integrity or performance of the Services; or (iv) is intended to develop, train, or improve models, algorithms, or other systems for Customer’s or any third party’s benefit.
      
      Without limiting the foregoing, Customer shall not use the Services or any Output in regulated, clinical, or compliance-sensitive contexts as a substitute for qualified professional judgment or as the sole or determinative basis for decisions requiring independent review, validation, or oversight. Reify may suspend or restrict access to all or any portion of the Services if Customer’s use violates this Section or reasonably poses a security, legal, or operational risk.
6. Confidentiality
   1. Confidential Information. In connection with this Agreement, one Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain non-public, proprietary, or otherwise commercially sensitive information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information does not include information that the Receiving Party can demonstrate by competent evidence: (i) was or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) was lawfully disclosed by a third party without restriction; or (iv) was independently developed without use of the Disclosing Party’s Confidential Information.
   2. Use and Disclosure. The Receiving Party shall use Confidential Information solely for purposes of this Agreement and shall not disclose it except to persons who have a need to know for such purposes and who are bound by confidentiality obligations no less protective than those set forth in this Agreement. The Receiving Party remains responsible for any breach of this Section by any such person. The Receiving Party shall protect Confidential Information using at least a reasonable degree of care and no less than the degree of care it uses to protect its own confidential information of a similar nature.
   3. Compelled Disclosures. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, to the extent legally permitted, it gives prior notice to the Disclosing Party to allow the Disclosing Party to seek protective treatment. Confidential Information may also be disclosed on a confidential basis to legal, financial, or other professional advisors.
   4. Equitable Relief. The Parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages may be inadequate, and that the non-breaching Party is entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.
7. Fees
   1. Add-On Services. Certain features may be offered by Reify on a paid, usage-based, or subscription basis (“Add-on Services”). If Customer elects to purchase Add-on Services, Customer agrees to pay all applicable fees as presented at the time of purchase or as set forth in an applicable order. Except as expressly stated in an applicable order, Add-On Services are subject to the same terms and limitations applicable to the Services.
   2. Payment Processing. Reify may collect limited information necessary to process payments for Add-on Services, which will be processed by third-party payment processors in accordance with their applicable terms and privacy policies. Reify does not store complete payment card numbers or bank account credentials. To the extent applicable, any processing of personal data in connection with payment processing is subject to the Regulatory Addenda.
8. Representations and Warranties
   1. Limited Warranty. Reify warrants to Customer that, under normal use and when used in accordance with this Agreement, the Services will materially conform to the description set forth in this Agreement. Customer’s sole and exclusive remedy, and Reify’s sole and exclusive liability, for any breach of this warranty is for Reify to use commercially reasonable efforts to correct the non-conformity.
   2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, REIFY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR THIS AGREEMENT, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. REIFY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM REIFY OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM USE OF THE SERVICES AND FOR ALL DECISIONS AND ACTIONS TAKEN IN RELIANCE ON THE SERVICES OR ANY OUTPUT. REIFY SHALL HAVE NO LIABILITY FOR CLAIMS, LOSSES, OR DAMAGES ARISING FROM: (I) ERRORS, OMISSIONS, OR INACCURACIES IN CUSTOMER DATA OR OTHER INFORMATION PROVIDED BY OR ON BEHALF OF CUSTOMER; (II) ACTIONS TAKEN BY REIFY AT CUSTOMER’S OR AN AUTHORIZED USER’S DIRECTION; OR (III) CUSTOMER’S OR ANY AUTHORIZED USER’S USE OF THIRD-PARTY PRODUCTS, SERVICES, SOFTWARE, OR WEBSITES ACCESSED THROUGH OR IN CONNECTION WITH THE SERVICES.
9. Limitation of Liability
   1. To the fullest extent permitted by law, neither Party nor its Affiliates shall be liable under this Agreement for any indirect, incidental, consequential, special, or punitive damages, even if advised of the possibility of such damages or if any remedy fails of its essential purpose. Except for a Party’s intentional misconduct or gross negligence and amounts payable to third parties pursuant to a Party’s indemnification obligations under this Agreement, each Party’s aggregate liability arising out of or relating to this Agreement shall not exceed USD 20,000. Notwithstanding the foregoing, Reify’s aggregate liability for breaches of its obligations relating to Customer Data or Confidential Information resulting in the unauthorized disclosure of Customer Data shall not exceed USD 100,000.
10. Indemnification
    1. Indemnification by Reify. Reify shall defend Customer and its officers, directors, and employees from and against any third-party claim alleging (i) that the Services, as provided by Reify and used by Customer in accordance with this Agreement, infringe any intellectual property right of a third party, or (ii) unauthorized disclosure or misuse of Customer Data directly resulting from Reify’s breach of this Agreement. Reify shall indemnify and hold harmless Customer from any damages and costs awarded against Customer or agreed in settlement by Reify, including reasonable attorneys’ fees, arising from such claim, provided that Customer promptly notifies Reify, reasonably cooperates at Reify’s expense, and permits Reify to control the defense and settlement, subject to Customer’s consent if the settlement imposes any material liability on Customer.
       
       If Customer’s use of the Services is enjoined, or likely to be enjoined, due to a claim under clause (i), Reify may, at its option and expense, (i) modify or replace the Services to be non-infringing with materially equivalent functionality, (ii) procure the right for Customer to continue using the Services, or (iii) if neither option is commercially reasonable, terminate Customer’s rights with respect to the affected Services.
       
       Reify has no indemnification obligation to the extent a claim arises from (a) use of the Services in combination with items not supplied by Reify, including Customer Data, where the claim would not have arisen but for such combination, or (b) use of the Services in violation of this Agreement.
    2. Indemnification by Customer. Customer shall defend Reify and its officers, directors, and employees from and against any third-party claim alleging that Customer Data, or Customer’s provision or use of Customer Data, (i) violates applicable law or (ii) infringes any intellectual property right of a third party. Customer shall indemnify and hold harmless Reify from any damages and costs awarded against Reify or agreed in settlement by Customer, including reasonable attorneys’ fees, provided that Reify promptly notifies Customer of the claim, reasonably cooperates at Customer’s expense, and permits Customer to control the defense and settlement, subject to Reify’s prior written consent if the settlement imposes any material liability or obligation on Reify.
11. Term and Termination
    1. Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section.
    2. Termination for Convenience. Either Party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other Party.
    3. Termination for Material Breach. Either Party may terminate this Agreement with immediate effect upon written notice to the other Party if the non-terminating Party materially breaches this Agreement and fails to cure such breach within ten (10) days of written notice from the terminating Party.
    4. Effect of Termination. Upon termination of this Agreement, Customer’s right to access and use the Services shall immediately cease, and Customer shall discontinue all use of the Services. Upon Customer’s written request, Reify shall promptly return or securely destroy Customer Data in its possession or control. If Customer Data is destroyed, Reify shall, upon request, provide written confirmation of such destruction. If retention of Customer Data is required by applicable law or permitted under this Agreement, Reify shall continue to protect such Customer Data in accordance with this Agreement.
12. General
    1. Dispute Resolution. In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt in good faith to resolve the dispute through informal discussions for at least thirty (30) days. Except for claims seeking injunctive or other equitable relief, which may be brought in a court of competent jurisdiction, any dispute not resolved through such efforts shall be finally settled by binding arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The arbitration shall be conducted by a single arbitrator in New York, New York, in the English language.
    2. Notices. All notices under this Agreement shall be in writing and shall be deemed given, made, and received on the date sent by email, if to Customer, to the email address associated with Customer’s account, and, if to Reify, to compliance@reifyhealth.com, or to such other email address as a Party may designate in writing from time to time. Reify may also provide notices to Customer through the Services, and any such notice shall be deemed given, made, and received on the date such notice is made available through the Services.
    3. Amendments; Updates. Reify may, from time to time, update or modify this Agreement, including any Regulatory Addenda (each, an “Updated Version”) with prior written notice to Customer of any such update or modification. Unless otherwise specified, each Updated Version shall be made available at https://onestudyteam.com/legal and shall be effective as of its stated effective date. Customer’s continued access to or use of the Services following such effective date shall constitute acceptance of the applicable Updated Version. If Customer does not agree to an Updated Version, Customer must discontinue use of the Services.
    4. Effect of Execution; Supersession. Customer acknowledges that where Customer elects to execute this Agreement and, where applicable, any Regulatory Addenda in signature form, such execution shall not affect the applicability of any subsequent Updated Version issued pursuant to Section 12(c), and each such Updated Version shall supersede and replace any previously executed Agreement or Regulatory Addenda as of its stated effective date.
       
       Where a Regulatory Addenda is attached to this Agreement for execution, such Regulatory Addenda forms part of and is incorporated into this Agreement as of the Effective Date. The absence of a Regulatory Addenda from the Agreement as executed does not limit the applicability of any Regulatory Addenda that applies by operation of law to the Parties’ activities under this Agreement. Any Regulatory Addenda made available at https://onestudyteam.com/legal that applies to Customer's use of the Services, including, for U.S. Customers, the Data Processing Agreement to the extent required by applicable state data protection and privacy laws, shall be incorporated by reference into and form part of this Agreement as of the Effective Date, irrespective of execution of attachment.
    5. Supplemental Terms; Service Documents. Reify may make available additional service descriptions, service level commitments, policies, or other supplemental terms relating to the Services (collectively, “Supplemental Terms”). Any Supplemental Terms made available at https://onestudyteam.com/legal or otherwise provided to Customer shall be incorporated by reference into and form part of this Agreement as of the Effective Date or the date first made applicable to Customer, irrespective of execution or attachment. Reify may update Supplemental Terms from time to time in accordance with Section 12(c), and any such update shall constitute an Updated Version for purposes of this Agreement. In the event of a conflict, the terms of this Agreement shall prevail unless the applicable Supplemental Terms expressly state otherwise.
    6. Entire Agreement. This Agreement, together with any Regulatory Addenda and Supplemental Terms incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, terms, or understandings, whether oral or written, relating to such subject matter, including any prior terms accepted through use of the Services.
    7. Export Compliance. Customer shall not access, use, export, re-export, or transfer the Services in violation of applicable export control or sanctions laws. Customer assumes sole responsibility for compliance with such laws and shall indemnify Reify from any losses, damages, or liabilities arising from Customer’s violation of this Section.
    8. Publicity. Reify may use Customer’s name and logo to communicate to third parties the existence and nature of the relationship between the Parties. Except as expressly permitted under this Section, Reify may not publicly reference or use Customer’s name or logo without Customer’s prior written permission.
    9. Miscellaneous. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, except in connection with a merger, consolidation, reorganization, or sale of all or substantially all of its assets or equity, provided that the assignee agrees in writing to be bound by this Agreement. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the affected provision shall be enforced to the maximum extent permitted by law. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right. Neither Party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, provided that the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties, and each Party acts as an independent contractor. The provisions of this Agreement that by their nature should survive termination or expiration, including provisions relating to proprietary rights, confidentiality, indemnification, limitation of liability, data protection, and general provisions, shall survive such termination or expiration. Customer represents and agrees that the individual accepting this Agreement on its behalf is duly authorized to bind Customer to this Agreement, and that no further evidence of such authorization shall be required.

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