Terms of service

(Effective as of March 01, 2021)

Introduction

These Terms of Service (this "Agreement") set forth the terms and conditions upon which Formedix Limited, a corporation with a place of business at The Connect Building, 59 Bath Street, Glasgow, G2 2DH, makes available online services known as "ryze".

For the purposes of this Agreement:

• Formedix Limited may be referred to as "Formedix" or "we".
• "Company" means the individual or business entity that is registered to use the Formedix Services.
• "Company Representative" means an individual who (i) is authorized to use the Formedix Services by a Company on such Company’s behalf and (ii) has registered to use the Formedix Services.
• "You" means Company and Company Representatives, as the case may be.

1. Description of the Services; License to Use Services.

The Services provide you with the ability to transform a file (a "User File") or multiple files ("User Files") from their original file format to a user-selected file format (such User Files being referred to as "Transformed Files"), to validate that a file conforms to a user-selected standard, and to store and manage output files on ryze servers.

You acknowledge and agree that Formedix may establish general practices and policies concerning use of the Services, including, without limitation, the maximum number of files that you may upload through the Services, the maximum size of the files that you may convert through the Services, and the maximum number of hours or days that a file will be stored by the Services. Formedix reserves the right to change or discontinue any of the Services at any time.

Subject to all the terms and conditions of this Agreement, Formedix shall supply the Services to you and grant you a personal, non-transferable, terminable licence to use the Services as of the Effective Date (as defined below).

2. Binding and Enforceable Agreement; Creation of Account.

To sign-up for the Services you must create an account. In order to create an account, you need to provide your email address. You will receive an email from support@formedix.com inviting you to set up your sign-in details and set a password. Once you have entered these details and selected “Activate” a binding and enforceable contract between you and Formedix will be formed (the date upon which this occurs is referred to as the "Effective Date").

The password and sign-in details provided by you are confidential to you and you hereby agree that you shall not share such information with any third parties. You shall notify Formedix forthwith if you are aware of any third party having access to such information.

3. Payment for Services.

Sign up to ryze is free, with no commitment. Use of most of the ryze services requires a subscription. A number of subscription levels are available, varying in cost depending on user numbers and commitment term.

Full details on pricing are available by emailing wecanhelp@formedix.com.

4. Responsibility for Data.

Whilst we will use commercially reasonable efforts to provide the Services on an error free basis, we cannot guarantee that User Files or Transformed Files will not be deleted or lost. You acknowledge and agree that Formedix will not be responsible for any failure of the Services to convert a User File or store a User File or Transformed File. You acknowledge and agree that Formedix will not be responsible for the deletion of a User File or Transformed File stored or processed during the provision of the Services, or for the corruption of or loss of any data, information or content contained in a User File or Transformed File. You bear full responsibility for archiving and backing up your User Files and data and sole liability for any lost or irrecoverable User Files, Transformed Files or data.

5. Privacy Policy.

Formedix respects the privacy of others. This Agreement incorporates the terms of the ryze privacy policy.

6. Copyright Policy.

Formedix respects the intellectual property rights of others and expects our users to do the same. Unauthorized copying, modification, distribution, public display, or public performance of a copyrighted work on or using ryze is an infringement of the copyright holder's rights, and expressly prohibited hereunder.

Formedix may, at its discretion, remove content, disable and/or terminate the accounts of users and/or deny users future access to the Services, who may be infringing the intellectual property rights of others or Formedix, or otherwise potentially expose Formedix to civil or criminal liability.

7. Proprietary Rights.

All right, title, and interest in and to the Services are and will remain the exclusive property of Formedix. Except as expressly permitted in this Agreement, you may not reproduce, modify, distribute, sell, transfer, or otherwise use the Services. You acknowledge that all materials (except those uploaded by users) provided in connection with the Services, including but not limited to any and all products, content, images, trademarks, service marks, logos, product names, trade names, graphics, sounds, GUI and software (collectively "Materials"), are provided either by Formedix or by their respective third party authors, developers and vendors (collectively "Third Party Providers") and the underlying intellectual property rights therein are owned by Formedix and/or its Third Party Providers.

Except as explicitly set forth herein you may not reproduce, modify, distribute, sell, transfer, or otherwise use any Materials without the prior written consent of Formedix or the applicable Third Party, as the case may be.

8. Ownership and Use of Your Data.

Except for the limited right to use your uploaded data to provide the Services, Formedix shall have no rights to your data and you shall retain all ownership rights therein.

Notwithstanding anything contained herein to the contrary, you acknowledge and agree that all CDISC models and content (for means of example only models are CDISC Operational Data Model and Define.xml, content is CDISC SDTM Implementation Guide and CDASH) are the sole property of the Clinical Data Interchange Standards Consortium.

9. General Prohibitions.

As a condition to your use of the Services, you agree not to:

• Upload or transmit as part of a User File or otherwise any data, text, graphics, content, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another's privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred, or harm against any individual or group; (vi) infringes another's rights, including any intellectual property rights; (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (viii) spreads messages of terror or depicts torture; (ix) harm minors in any way, this includes any form of child pornography; or (x) promotes illegal activity, including but not limited to, gambling and the offering for sale of illegal weapons
• Upload to ryze any information containing personal data or subject to any other privacy laws, rules or regulations, including, without limitation, the Health Insurance Portability and Accountability Act (HIPAA) and the European Data Protection Directive [EC/95/46], as the same may hereafter be amended, modified or changed
• Attempt to probe, scan, or test the vulnerability of the Services or any related system or network or breach any security or authentication measures
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services
• Impersonate or misrepresent your affiliation with any person or entity
• Access, tamper with, or use any non-public areas of the Services or the ryze servers or the technical delivery systems of ryze providers
• Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services
• Misuse system resources including, but not limited to, employing content which consume excessive CPU time or storage space; utilizing excessive bandwidth; or resale of access to content hosted on the ryze servers

Formedix will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement, breach of confidentiality infringement and security-related issues, to the fullest extent permitted by law including, in addition to any other relief and remedies available to it, preliminary and final injunctive relief to enforce the provisions of this Agreement. Formedix may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement or applicable law.

Formedix does not monitor your content or access to or use of the Services and has no obligation to do so. However, Formedix has the right to do so for any legitimate purpose including, but not limited to, operating the Services, ensuring your compliance with this Agreement, and complying with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

10. Links.

The Services may make available links to third-party websites. You acknowledge and agree that Formedix is not responsible or liable for: (i) the availability or accuracy of such websites; or (ii) the content, products, or services on or available from such websites. Links to such websites do not imply any endorsement by Formedix of such websites or the content, products, or services available from such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites.

11. Disclaimer of Warranties.

THE SERVICES ARE PROVIDED WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ACCORDINGLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, FORMEDIX EXPLICITLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS (INCLUDING WITHOUT LIMITATION, WARRANTIES REGARDING SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT). FORMEDIX MAKES NO WARRANTY (I) REGARDING THE ACCURACY, QUALITY OR NATURE OF INFORMATION THAT MAY BE OBTAINED BY USER THROUGH THE USE OF THE SERVICES, (II) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT FORMEDIX WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THAT YOU MAY INCUR IN CONNECTION THEREWITH INCLUDING BUT NOT LIMITED TO DAMAGES TO YOUR COMPUTER SYSTEM OR TO THE COMPUTER SYSTEM OF ANY THIRD PARTY. IF WE PROVIDE ADVICE OR INFORMATION ON WAYS TO USE THE SERVICE OR WAYS IN WHICH YOUR USE OF THE SERVICES MAY BE IMPROVED, WE ARE NOT OFFERING ANY PROMISES OR GUARANTEES.

12. Severability.

In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. Headings in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

13. Indemnity.

You agree to defend, indemnify, and hold harmless Formedix, its affiliates, officers, directors, employees and agents (the "Indemnified Parties"), from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees ("Damages"), arising out of or in any way connected with your access to or use of the Services, or your violation of this Agreement. If you are a Company you shall also agree to defend, indemnify, and hold harmless the Indemnified Parties from and against any Damages arising out of or in any way connected with your Company Representatives’ access to or use of the Services, or their violation of this Agreement.

14. Limitation of Liability and Damages.

Your use of the Services is at your own risk. If you are dissatisfied with any aspect of the Services or with this Agreement, or any other rules or policies, please contact us at support@formedix.com. You acknowledge that save for any liability we cannot exclude at law, your sole remedy is to discontinue use of the Services. Formedix shall not be liable for any indirect loss, consequential loss of profits, revenue, business opportunity, anticipated savings, goodwill or reputation, use or data, resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute Services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party using the Service; or (v) any other matter relating to the Services.

15. Notice.

Formedix may provide you with notices, including those regarding changes to the Services by postings on ryze.

16. Waiver.

The failure of Formedix to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

17. Controlling Law and Jurisdiction.

This Agreement, and all matters arising out of or relating to this Agreement, will be governed by the laws of the Commonwealth of Massachusetts (notwithstanding its choice of law provisions). This Agreement is not governed by the U.N. Convention on Contracts for the International Sale of Goods. The parties hereby consent and submit to the exclusive (subject to the paragraph below) jurisdiction and venue of the courts located in Boston, Massachusetts in connection with any actions or proceedings arising out of or relating to this Agreement.

For the exclusive benefit of Formedix and to the extent possible in the applicable jurisdiction, Formedix shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these terms and conditions are entered into in the course of your trade or profession, the country of the place of business in which you agreed to these terms and conditions or (if different) the country of your principal place of business.

18. Entire Agreement.

This Agreement is the entire and exclusive agreement between Formedix and you regarding the Services, and this Agreement supersedes and replaces any prior agreements between Formedix and you regarding the Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Formedix products or services, affiliate services or third-party content software or services.Please be aware that Formedix reserves the right to cancel any transmission they find in violation of any of the above policies.

19. Miscellaneous.

19.1 Relationship.

Company and Formedix are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

19.2 Assignment.

You may not assign any of your rights, or delegate any of your duties, under this Agreement, and any attempted assignment will be null and void.

19.3 Force Majeure.

Operation of our Services may be interfered with by numerous factors outside of our control and we shall not be liable to you for any delay or failure in performance under this Agreement resulting directly or indirectly from causes beyond Formedix control.

19.4 Formedix Confidential Information.

You represent and warrant to Formedix that (i) you are not a competitor of Formedix, (ii) you shall keep publicly unannounced information and materials pertaining to Formedix, pre-release software, testing or testing procedures strictly confidential and (iii) you shall not use any information gained from access to the Services or use of the Services to compete with Formedix in its business.

If you have any questions about this Agreement, please contact Formedix at support@formedix.com.