ARCH SaaS Agreements
The user license terms of our Software as a Service Agreement.
ARCH - SaaS Agreement
Introduction & Definitions
This Software as a Service Agreement (this "Agreement"), effective as of date of the signature (the "Effective Date"), is by and between TriMetis Life Sciences, LLC, a Delaware Limited Liability Company with offices located at 2095 Exeter Rd., Suite 80302, Germantown, TN 38138 ("TriMetis"), and undersigned from the ARCH account information of the user, an Individual located at User address from ARCH Account ("User"). TriMetis and User may be referred to herein collectively as the "Parties" or individually as a "Party."
WHEREAS, TriMetis provides access to the Services to its Users; and
WHEREAS, User desires to access the Services, and TriMetis desires to provide User access to the Services, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
- Definitions.
Access & Use
- Access and Use.
User Responsibilities, Service Levels & Support
- User Responsibilities.
- Service Levels and Support.
Fees & Payment
- Fees and Payment.
Confidential Information
- Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire on the later of five years from the date first disclosed to the receiving Party or when all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of receiving Party.
User acknowledges that data generated by TriMetis’ ARCH systems including but not limited to TCAP Ai cannot be used to reverse engineer or re-create Ai or other applications with the intent to generate similar results utilizing the same or a similar platform.
Intellectual Property Ownership
- Intellectual Property Ownership.
Limited Warranty & Warranty Disclaimer
- Limited Warranty and Warranty Disclaimer.
Indemnification
- Indemnification.
Limitations of Liability
10. Limitations of Liability. IN NO EVENT WILL TRIMETIS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER TRIMETIS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL TRIMETIS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED 3 TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO TRIMETIS UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.
Term & Termination
- Term and Termination.
Miscellaneous
- Miscellaneous.
Salesforce Agreement
Streamline Agreement
Index
EXHIBIT A –
Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.
- DESCRIPTION OF SERVICES: [DESCRIPTION]
- Service included in this Agreement may include some or all of the following:
- ARCH Marketplace Software
- ARCH Labflow Software
- TriMetis Computer Assisted Pathology (TCAP)
- Data / image storage services
- THIRD-PARTY PRODUCTS:
- Salesforce.com
- Streamline Software
- Visiopharm Software
- Microsoft Azure
- Amazon Web Services S3
- Visiopharm Software
- Microsoft Azure
- Amazon Web Services S3
EXHIBIT B (Includes Service Levels and Support)
Salesforce.com Licensing Agreement
Streamline Licensing Agreement
ARCH MTA Agreements
Contact Us
If you have any questions about the agreement listed above.