ModernVivo Software Service Agreement
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IMPORTANT - READ CAREFULLY
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THIS SERVICE AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF ANY SERVICE MADE AVAILABLE BY MODERNVIVO, INC. BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR OTHERWISE USING THE SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. BY AGREEING TO THE TERMS, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OF RESIDENCE AND ARE LEGALLY CAPABLE OF ENTERING INTO A BINDING CONTRACT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.You may not access the Service if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement was last updated on June 1, 2024. It is effective between You and Us as of the date of You accepting this Agreement.
Definitions.
“Service” means the application(s), technology, and/or services provided under this Agreement.
“Account” means an account assigned to you by ModernVivo at the time you sign up for a Service.
“Documentation” means Our online user guides, documentation, and help and training materials, as updated from time to time. Your use of the Service shall be subject to any notice and licensing information in the Documentation.
“Content” means any content uploaded to the ModernVivo platform via your Account.
“Users” means individuals who are authorized by You to use the Service via your Account, and have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to employees, consultants, contractors, and agents of You or Your affiliates.
“We,” “Us,” “Our,” or “ModernVivo” means ModernVivo Inc., a Delaware corporation with principal offices located at 1448 NW MARKET ST., STE 500, SEATTLE, WA 98107.
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement and any affiliates of that company or entity.
“Privacy Policy” means the terms and conditions of ModernVivo’s Privacy Policy, which is published at [fill in], and which is incorporated herein by reference.
Use of Service.
We will make the Service available to You subject to the terms of this Agreement, the applicable Documentation, and any additional terms specified on the web page through which You registered for an Account.Removal of Content.
If We are required by a licensor or any third-party rights holder to remove Content, or receive information that Content provided by You may violate applicable law or third-party rights, We may discontinue Your access to such Content through the Service. In addition, We may, upon notice to You, require You to discontinue all use of such Content and, to the extent not prohibited by law, promptly remove such Content from its systems. If You do not take required action in accordance with the above, We may disable the applicable Content and/or Service until the potential violation is resolved. If so requested by Us, You shall certify such deletion and discontinuance of use in writing and We shall be authorized to provide a copy of such certification to any such third party claimant or governmental authority, as applicable.Aggregated Data.
We may use the data generated in connection with Your use of the Service (e.g., types of web applications utilized); provided, however, in the event We provide such data to third parties, it shall be anonymized and presented in the aggregate so that it cannot be linked specifically to You or any User.Confidentiality.
Information that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement that is identified as confidential or that would reasonably be understood to be confidential based on the nature of the information or the circumstances surrounding its disclosure, is Confidential Information of the Disclosing Party. Notwithstanding the foregoing, the Service and all information provided or disclosed to You relating to the Service is Our Confidential Information. The Receiving Party shall use the same degree of care to protect such Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.Term and Termination.
This Agreement shall commence upon Your acceptance and shall remain in effect with respect to a Service until We cease making the applicable Service functionality available to You. We reserve the right to cease making the Services available to You, in whole or in part, at any time at Our sole discretion.Your Responsibilities.
You are responsible for all activities that occur via Your Account(s) and for Users’ compliance with this Agreement. You shall not:
license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Service or make the Service available to any third party, other than as expressly permitted by this Agreement;
use the Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or for any illegal or unauthorized purpose, including without limitation, in violation of any intellectual property or privacy law;
use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or that violates third party privacy rights;
use the Service to send or store any virus, worm, time bomb, Trojan horse or other harmful or malicious code, file, script, agent or programs;
interfere with or disrupt the integrity or performance of the Service or the data contained therein;
attempt to gain unauthorized access to the Service or its related systems or networks, or permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit;
modify, copy or create derivative works based on the Service;
reverse engineer the Service (to the extent such restriction is permitted by law);
access the Service in order to build a competitive product or service;
access the Service in order to copy any ideas, features, functions or graphics of the Service;
send or store any data subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Industry Data Security Standards;
continue to use or access any ModernVivo application provided to You in connection with any Service after ModernVivo ceases making the Service available to You;
directly or indirectly, export or transmit the Service or related documentation and technical data (or any part thereof), or your software application product to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission; or
otherwise use the Service in manner that violates applicable laws.
You shall:provide us with accurate personal information, such as your email address, mailing address and other contact details in order to complete your order or contact you as needed;
promptly update your account and information, and you authorize us to collect and use this information to contact you in accordance with Our Privacy Policy;
have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all information and material submitted to the Service by You or by Users or on their behalf, the means by which You acquired such information and material, and the use of such Content and data;
to the extent any Documentation imposes restrictions on the submission of data to services which operate on the same infrastructure as the Service, You shall abide by such restrictions in Your submission of data to the Service;
use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and Content, and notify Us promptly of any such unauthorized access or use by contacting security@ModernVivo.com; and
comply with the Documentation (if applicable) and all applicable local, state, federal and foreign laws, and written or electronically provided instructions from Us in using the Service and Content.
For the avoidance of doubt, ModernVivo reserves the right to terminate Your Account and cease providing the Service without notice if it concludes, in its sole discretion, that You have violated these Terms.
Your Responsibilities.
THE SERVICE IS PROVIDED “AS-IS”, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. The Service may contain bugs or errors. Any production use of the Service is at Your sole risk. You acknowledge that We may discontinue making the Service available to You at any time in Our sole discretion.BY USING MODERNVIVO SOFTWARE YOU SPECIFICALLY ACKNOWLEDGE THAT MODERNVIVO PROVIDES MODELING AND ANALYTICS FOR ANIMAL TRIALS BASED ON EXISTING DATA FROM PUBLISHED WORKS, AND AS SUCH THE VALIDITY AND RELIABILITY OF DATA PRESENTED BY AND/OR ANY PREDICTIONS MADE VIA MODERNVIVO SOFTWARE IS NECESSARILY BASED ON THE VALIDITY AND RELIABILITY OF THE DATA USED. MODERNVIVO MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE VALIDITY, RELIABILITY, OR SUFFICIENCY OF DATA FOR ANY DATASET.No Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE HAVE ANY LIABILITY HEREUNDER TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA OR USE, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.Indemnification.
You agree to defend and indemnify Us, and hold Us and Our and directors, officers, agents, contractors, and employees harmless against any losses, liabilities, claims, expenses (including legal fees) in any way arising from, related to or in connection with your use of our website, your violation of the Agreement, or the posting or transmission of any materials on or through the website by you, including but not limited to, any third party claim that any information or materials provided by you infringe upon any third party proprietary rights.General Conditions.
We reserve the right to refuse service to anyone, at any time, for any reason. We reserve the right to make any modifications to the website, including terminating, changing, suspending or discontinuing any aspect of the website at any time, without notice. We may impose additional rules or limits on the use of Our website. You agree to review the Agreement regularly and Your continued access or use of Our website will mean that You agree to any changes. You agree that We will not be liable to You or any third party for any modification, suspension or discontinuance of our website or for any service, content, feature or product offered through Our website.Proprietary Rights.
Subject to the limited rights expressly granted hereunder, We reserve all rights, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. We shall have a royalty-free, worldwide, irrevocable, transferable, perpetual license to use and incorporate into the Service any suggestions, enhancement requests, recommendations, or other feedback provided by You, including from Users, relating to the operation of the Service. As between You and Us, You retain all intellectual property rights to any content, except that You grant Us a worldwide, royalty-free, transferable, non-exclusive license to store, copy, transmit, publish, or otherwise process Content to the extent necessary to provide the Service.U.S. Government Restricted Rights.
The Service is a commercial item, developed at private expense, provided to You under this Service Agreement. If You are a US government entity or US government contractor, ModernVivo licenses You in accordance with this Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202.Communications.
By registering for and using the Service, You thereby consent to receiving information about ModernVivo and its products and services via the contact information that You provide to ModernVivo. You may opt-out of any such communications at any time by providing ModernVivo with notification of Your intent to opt-out in accordance with the instructions contained in such communications, or as otherwise specified in the Privacy Policy.General Provisions.
You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent. This Agreement shall be governed exclusively by the internal laws of the State of Washington, without regard to its conflict of laws rules. Each party hereby consents to the exclusive jurisdiction of the state and federal courts located in the State of Washington to adjudicate any dispute arising out of or relating to this Agreement. This Agreement, together with the Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment, or waiver is to be asserted.Waiver.
Our failure to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. A waiver by Us of any default will not constitute a waiver of any subsequent default. No waiver by Us is effective unless it is communicated to You in writing.Headings.
Any headings and titles herein are for convenience only.Severability.
If any of the provisions of the Agreement are determined by any competent authority to be invalid, unlawful or unenforceable, such provision will to that extent be severed from the remaining Terms, which will continue to be valid and enforceable to the fullest extent permitted by law.Questions or Concerns.
Please send all questions, comments and feedback to us at info@modernvivo.com.