ARCH SaaS Agreements

The user license terms of our Software as a Service Agreement.

ARCH - SaaS Agreement

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: 

  1. Definitions.
(a) "Aggregated Statistics" means data and information related to User's use of the Services that is used by TriMetis in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. 
(b) "Authorized User" means the named User above (i) who are authorized by TriMetis to access and use the Services under the rights granted to User pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder. 
(c) "User Data" means, other than Aggregated Statistics, information, data, attachments, images, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of User or an Authorized User through the Services.  Services provided under this agreement and User Data utilize a shared data storage. The for the sake of clarity, User Data does not include data generated by TriMetis Ai platform (TCAP).  User Data shall never include Patient Health Information (PHI) as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) as amended. 
(d) "Documentation" means TriMetis' user manuals, handbooks, and guides relating to the Services provided by TriMetis to User either electronically or in hard copy form/end user documentation relating to the Services available at www.TriMetisls.com. 
(e) "TriMetis IP" means the Services, the Documentation, and any and all intellectual property provided to User or any Authorized User in connection with the foregoing. For the avoidance of doubt, TriMetis IP includes Aggregated Statistics and any information, data, or other content derived from TriMetis' monitoring of User's access to or use of the Services including but not limited to data generated by TriMetis Ai platform (TCAP) but does not include User Data. 
(f) "Services" means the software-as-a-service offering described in Exhibit A.  
(g) "Third-Party Products" means any third-party products described in Exhibit A provided with or incorporated into the Services. 
  1. Access and Use. 
(a) Provision of Access. Subject to and conditioned on User's payment of Fees and compliance with all other terms and conditions of this Agreement, TriMetis hereby grants User a non-exclusive, non-transferable (except in compliance with Section 12(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to User's internal use. TriMetis shall provide to User the necessary passwords and network links or connections to allow User to access the Services.  
(b) Documentation License. Subject to the terms and conditions contained in this Agreement, TriMetis hereby grants to User a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(g)) license to use the Documentation during the Term solely for User's internal business purposes in connection with its use of the Services. 
(c) Use Restrictions. TRIMETIS SERVICES AND DOCUMENTATION ARE INTENDED FOR RESEARCH AND QUALITY CONTROL PURPOSES AND SHALL NOT BE USED FOR THE CLINICAL DIAGNOSIS OF A PATIENT OR FOR THE DETERMINATION OF CLINICAL CARE OF A PATIENT. User shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. User shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law  
(d) Exclusivity and Contact with Other Users.  User agrees that all projects and other User connections found as a result of using the ARCH software systems will be conducted and maintained via the ARCH systems.  Users are expressly forbidden from contracting for projects from ARCH outside of the ARCH system.  Additionally, Users agree to use ARCH for all communications with other Users of ARCH as it relates to ARCH transactions.  In the event Users need to contact another User, they should contract the ARCH support team. 
(e) Reservation of Rights. TriMetis reserves all rights not expressly granted to User in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to User or any third party any intellectual property rights or other right, title, or interest in or to the TriMetis IP. 
(f) Suspension. Notwithstanding anything to the contrary in this Agreement, TriMetis may temporarily suspend User's and any Authorized User's access to any portion or all of the Services if: (i) TriMetis reasonably determines that (A) there is a threat or attack on any of the TriMetis IP; (B) User's or any Authorized User's use of the TriMetis IP disrupts or poses a security risk to the TriMetis IP or to any other User or vendor of TriMetis; (C) User, or any Authorized User, is using the TriMetis IP for fraudulent or illegal activities; (D) subject to applicable law, User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) TriMetis' provision of the Services to User or any Authorized User is prohibited by applicable law; (ii) any vendor of TriMetis has suspended or terminated TriMetis' access to or use of any third-party services or products required to enable User to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). TriMetis shall use reasonable efforts to provide written notice of any Service Suspension to User and to provide updates regarding resumption of access to the Services following any Service Suspension. TriMetis shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. TriMetis will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that User or any Authorized User may incur as a result of a Service Suspension.  
(g) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, TriMetis may monitor User's use of the Services and collect and compile Aggregated Statistics. As between TriMetis and User, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by TriMetis. User acknowledges that TriMetis may compile Aggregated Statistics based on User Data input into the Services. User agrees that TriMetis may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify User or User's Confidential Information. 
  1. User Responsibilities.
(a) General. User is responsible and liable for all uses of the Services and Documentation resulting from access provided by User, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, User is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by User will be deemed a breach of this Agreement by User. User shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions. 
(b) Third-Party Products. TriMetis may from time to time make Third-Party Products, identified in Exhibit A, available to User. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions referred to in Exhibit B.  

  1. Service Levels and Support.
(a) Service Levels. Subject to the terms and conditions of this Agreement, TriMetis shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in Exhibit B.  
(b) Limited Support. The access rights granted hereunder entitle User to the support services described on Exhibit B for as long as the undersigned is a User.  
 
  1. Fees and Payment. 
(a) Fees. User shall pay TriMetis the fees ("Fees") as set forth in Exhibit A without offset or deduction. User’s credit card will be charged for all payments hereunder in US dollars on or before the due date set forth in Exhibit A.  If User fails to make any payment when due for any reason, without limiting TriMetis' other rights and remedies: (i) TriMetis may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) User shall reimburse TriMetis for all reasonable costs incurred by TriMetis in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, TriMetis may suspend User's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full. 
(b) Taxes. All Fees and other amounts payable by User under this Agreement are exclusive of taxes and similar assessments. User is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by User hereunder, other than any taxes imposed on TriMetis' income.  Taxes outlined in this section will be added to Users applicable charges.  
(c) Auditing Rights and Required Records. User agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. TriMetis may, at its own expense, on reasonable prior notice, periodically inspect and audit User's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that User has underpaid TriMetis with respect to any amounts due and payable during the Term, User shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). User shall pay for the costs of the audit if the audit determines that User's underpayment equals or exceeds 25% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement. 
  1. 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.  

  1. Intellectual Property Ownership. 
(a) TriMetis IP. User acknowledges that, as between User and TriMetis, TriMetis owns all right, title, and interest, including all intellectual property rights, in and to the TriMetis IP and, with respect to Third-Party Products, the applicable third-party Company owns all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.  
(b) User Data. TriMetis acknowledges that, as between TriMetis and User, User owns all right, title, and interest, including all intellectual property rights, in and to the User Data. User hereby grants to TriMetis a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for TriMetis to provide the Services to User, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the Aggregated Statistics. 
(c) Feedback. If User or any of its employees or contractors sends or transmits any communications or materials to TriMetis by mail, email, telephone, or otherwise, suggesting or recommending changes to the TriMetis IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), TriMetis is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. User hereby assigns to TriMetis on User's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and TriMetis is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although TriMetis is not required to use any Feedback. 
  1. Limited Warranty and Warranty Disclaimer. 
(a) TriMetis warrants that the Services will conform in all material respects to the service levels set forth in Exhibit B when accessed and used in accordance with the Documentation. TriMetis does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in Exhibit B. The remedies set forth in Exhibit B are User's sole remedies and TriMetis' sole liability under the limited warranty set forth in this Section 8(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND TRIMETIS STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.  TRIMETIS SERVICES ARE INTENDED FOR RESEARCH AND QUALITY CONTROL PURPOSES AND SHALL NOT BE USED FOR THE CLINICAL DIAGNOSIS OF A PATIENT OR FOR THE DETERMINATION OF CLINICAL CARE OF A PATIENT.   
(b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE TRIMETIS IP IS PROVIDED "AS IS" AND TRIMETIS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TRIMETIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), TRIMETIS MAKES NO WARRANTY OF ANY KIND THAT THE TRIMETIS IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.  
  1. Indemnification. 
(a) TriMetis Indemnification.  
(i) TriMetis shall indemnify, defend, and hold harmless User from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by User resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights/US patents, copyrights, or trade secrets, provided that User promptly notifies TriMetis in writing of the claim, cooperates with TriMetis, and allows TriMetis sole authority to control the defense and settlement of such claim.  
(ii) If such a claim is made or appears possible, User agrees to permit TriMetis, at TriMetis' sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for User to continue use. If TriMetis determines that neither alternative is reasonably available, TriMetis may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to User.  
(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by TriMetis or authorized by TriMetis in writing; (B) modifications to the Services not made by TriMetis; or (C) Third-Party Products.  
(b) User Indemnification. User shall indemnify, hold harmless, and, at TriMetis' option, defend TriMetis from and against any Losses resulting from any Third-Party Claim that the User Data, or any use of the User Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on User's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by TriMetis or authorized by TriMetis in writing; (iv) User’s User Data including illegal information or Patient Health Information (PHI) as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) as amended or (v) modifications to the Services not made by TriMetis, provided that User may not settle any Third-Party Claim against TriMetis unless TriMetis consents to such settlement, and further provided that TriMetis will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.    
(c) Sole Remedy. THIS SECTION 9 SETS FORTH USER'S SOLE REMEDIES AND TRIMETIS'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL TRIMETIS'S LIABILITY UNDER THIS SECTION 9 EXCEED $10,000.  

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.  

  1. Term and Termination. 
(a) Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for 1 year from such date (the "[Initial] Term"). This Agreement will automatically renew for additional successive 1 year term[s] unless earlier terminated pursuant to this Agreement's express provisions or User deletes User Services account within 5 days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term"). 
(b) Termination. In addition to any other express termination right set forth in this Agreement: 
(i) TriMetis may terminate this Agreement, effective on notice to User, if User: (A) fails to pay any amount when due hereunder, and such failure continues more than 30 days after TriMetis' delivery of notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 6; 
(ii) Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or 
(iii) TriMetis may terminate this Agreement for any reason with 30 days notice. 
(c) Effect of Expiration or Termination.  
(i) Upon expiration or earlier termination of this Agreement, User shall immediately discontinue use of Services and the TriMetis IP and, without limiting User's obligations under Section 6, User shall delete, destroy, or return all copies of the TriMetis IP and certify in writing to the TriMetis that the TriMetis IP has been deleted or destroyed. No expiration or termination will affect User's obligation to pay all Fees that may have become due before such expiration or termination or entitle User to any refund. 
(ii) TriMetis shall enable User to obtain an export of User Data within 30 days of User’s written request. 
(d) Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8(b), 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement. 
  1. Miscellaneous. 
(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference. 
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be addressed to the Parties at the electronic mail addresses set forth below (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered email (with confirmation of transmission). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section. 
TriMetis Email – info@TriMetisls.com 
User – email from ARCH account  
(c) Force Majeure. In no event shall TriMetis be liable to User, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond TriMetis' reasonable control, including but not limited to acts of God, flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. 
(d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 
(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 
(f) Governing Law. The Parties have agreed to remain silent as to the governing law.   
(g) Assignment. User may not assign any of its rights or delegate any of its obligations hereunder.  TriMetis may assign this Agreement upon written notice to any of its affiliates or in connection with a merger, consolidation, transfer, or sale of substantially all of the assets or business to which this Agreement.  No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder.  This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.  
(h) Export Regulation. User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any User Data outside the US.  
(i) US Government Rights. Each of the Documentation and the software components that constitute the Services is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if User is an agency of the US Government or any contractor therefor, User only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors. 
(j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of User, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.  
(k) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of User’s signature date (Effective Date). 
TRIMETIS  
By: ____Signature stored in ARCH System_____ 
Name: Phil Cestaro 
Title: President & CEO 
USER NAME – Signature stored in ARCH system 
Salesforce Agreement
 
This agreement outlines the terms and conditions for the underlying technologies and support and services levels associated with the ARCH Marketplace and ARCH Labflow systems. Head to the link below to read the terms and conditions of Salesforce's agreement.
 
Salesforce Agreement
 
Streamline Agreement
 
This agreement outlines the terms and conditions for the underlying Streamline technologies associated with the ARCH Marketplace and ARCH Labflow systems.  Head to the link below to read the terms and conditions of Streamline's agreement.
 
Streamline Agreement
 

EXHIBIT A –  

Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.  

  1. DESCRIPTION OF SERVICES: [DESCRIPTION]  
  1. Service included in this Agreement may include some or all of the following: 
  1. ARCH Marketplace Software 
  1. ARCH Labflow Software 
  1. TriMetis Computer Assisted Pathology (TCAP) 
  1. Data / image storage services 
  1. THIRD-PARTY PRODUCTS: 
  1. Salesforce.com 
  1. Streamline Software 
  1. Visiopharm Software 
  1. Microsoft Azure 
  1. Amazon Web Services S3 
  1. Visiopharm Software 
  1. Microsoft Azure 
  1. Amazon Web Services S3 

EXHIBIT B (Includes Service Levels and Support) 

Salesforce.com Licensing Agreement 

Streamline Licensing Agreement  

ARCH MTA Agreements

ARCH Master Material Transfer Agreement for Biological Materials
 
This document outlines the terms and conditions for a Buyer or a Supplier to work with other Buyers of Suppliers. All Buyer and Suppliers sign this agreement as either a Buyer or a Supplier. In the event a specific Buyer material transfer agreement terms are different from this attached ARCH Master Material Transfer Agreement for Biological Materials, Suppliers will be notified in the ARCH system prior to working with the specific Buyer. To read the user license terms of our Master Material Transfer Agreement For Biological Materials, (MMTABM), click the link below.

Contact Us

If you have any questions about the agreement listed above.