Saxa Solutions & Sapience-MD Terms of Service

Please read these Terms of Service carefully before accessing and using the http://www.saxasolutions.com and  http://www.sapiencemd.com/ site (the “Site”) or using the Solution, whether in connection with your evaluation of the Solution, or pursuant to a Sapience-MD Subscription and Services Agreement.  You may use the Solution only if you first accept these terms, which constitute a binding agreement between you (either an individual or an entity) and Saxa Solutions, LLC (“Service Provider”). By using the Site or the Solution you signify your agreement with these Terms of Service, and your authority to bind your employer or corporate entity to these Terms of Service, if applicable. Service Provider may modify, alter or otherwise update these Terms of Service from time to time. You agree to periodically check back to this page to keep current on the Terms of Service governing your use of the Solution.

IF YOU DO NOT AGREE WITH THESE TERMS, OR ANY NEW OR MODIFIED TERMS, DO NOT IN ANY MANNER USE THE SOLUTION OR ACCESS ANY OF THE FUNCTIONALITY OFFERED THEREIN.

  1. Purpose

These Terms of Service set forth the terms and conditions under which Service Provider will provide you with access to and use of the Site and the Sapience-MD medical engagement intelligence solution (the ‘Solution”) as described herein.

  1. Definitions

All capitalized terms defined in these Terms of Service have the meanings set forth herein:

  • “Documentation” means any applicable on-line or hard copy manuals and documentation that Service Provider generally provides or makes available for with respect to the Solution.
  • “Evaluation Period” means such period, if any, that begins when you access the Solution for evaluation purposes and ends upon the earliest of (1) the end date specified by Service Provider when you were provided access to the Solution; (2) the date on which your access to the Solution is disabled by Service Provider. There is no charge for your use of the Solution, in accordance with these Terms of Service, during the Evaluation Period.
  • “Solution” means the Sapience-MD medical engagement intelligence platform and related mobile application functionality.
  • “Users” refers to your personnel authorized to access the Solution on your behalf in accordance with these Terms of Service.
  1. Site Usage Requirements

The Site is made available for your personal, non-commercial use only. Except as otherwise provided by specific terms governing the Solution, the Documentation or other Service Provider services, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any of the information, software, products, or services obtained from the Site.  COPYING OR REPRODUCTION OF CONTENT OR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED EXCEPT TO ANY EXTENT ALLOWED BY A RELEVANT LICENSE AGREEMENT.

  1. Solution Usage Requirements
    • Limited Use. Subject to your compliance with the provisions of an Order Form and the Sapience-MD Subscription and Services Agreement, if any, and these Terms of Service, you and your Users may access the Solution for evaluation purposes, if you have received access for an Evaluation Period, and otherwise solely for your internal use.  Service Provider reserves the right to limit your and your Users’ use of the Solution in the event that Service Provider determines, in its sole discretion, that your or your Users’ use of the Solution is inconsistent with such purposes, or otherwise violates these Terms of Service.
    • Prohibited Uses. You agree, for yourself and your Users, not to use the Solution for any purpose that is unlawful, or prohibited by these Terms of Service, or inconsistent with the Documentation. You and your Users may not use the Solution in any manner that could damage, disable, overburden, or impair any Service Provider or customer server, or the network(s) connected to any Service Provider or customer server, or interfere with any other party’s use and enjoyment of any part of the Solution. You and your Users may not attempt to gain unauthorized access to any part of the Solution, other accounts, computer systems or networks connected to any Service Provider or customer server or to any part of the Solution, through hacking, password mining or any other means.

 

  • Use of Passwords. You are responsible for providing and administering usernames and passwords for all Users (the “Log-In Information”).  Each User must have a valid salesforce.com license, user name and password in order to access the Solution. You and your Users must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned User and may not be shared or transferred.  You and your Users are responsible for maintaining the confidentiality of all User Log-in Information. You and your Users are responsible for any and all activities that occur under all Users accounts. You agree to notify Service Provider immediately of any unauthorized use of any User accounts or any other breach of security. Service Provider will not be liable for any loss that you or a User may incur as a result of misuse of your Log-in Information, either with or without the User’s knowledge.

 

  • Suspension of Service. Service Provider may at any time suspend (or require that you suspend) the access of Users to the Solution and/or disable such User’s login information in the event of violation of these Terms of Service. Service Provider shall not be liable to you or any User for suspension of access to the Solution pursuant to this Section.

 

  • Access to Site and Solution. You are responsible for obtaining access to the Site and the Solution, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary for you to access the Site and the Solution.

 

  • Internet. Service Provider does not guarantee the security of any information transmitted to or from you or any User over the Internet, including through the use of e-mail. Access to the Internet, if employed, is Customer’s sole responsibility and the responsibility of any internet services provider you utilize. Service Provider does not accept any responsibility for failure of the Solution due to Internet facilities, including related telecommunications and other equipment.

 

  1. OWNERSHIP; RESTRICTIONS

 

  • Your Ownership and License. As between you and Service Provider, you own your data and any artwork, logos, trade names, and trademarks that you provide to Service Provider (“Your Data”). In order for Service Provider to provide the Solution, you grant to Service Provider and its suppliers a worldwide, nonexclusive, fully paid-up license to use, reproduce, store, modify, and display Your Data. Notwithstanding the foregoing, Service Provider may aggregate benchmarking results of your use of the Solution with results of other customers’ use, and use and disclose such results on an anonymized basis for any purpose provided Service Provider does not individually identify you, Your Data, or your use of the Solution.

 

  • Service Provider Ownership and License. Subject to your rights in and to Your Data set forth above, Service Provider or its licensors have all right, title, and interest in and to the Site, the Solution and any Documentation. Service Provider grants to you a nonexclusive, fully paid-up license to use the Documentation, solely to the extent necessary for you and your Users to use the Solution in accordance with these Terms of Service.  If you or your Users provide any feedback, comments, suggestions, ideas, requests, or recommendations for modifications or improvements to Service Provider, you hereby assign all right, title, and interest in any such feedback to Service Provider to be used for any purpose.  All graphics, logos, service marks, and trade names, including third-party names, product names, and brand names (collectively, the “Marks”) relating to the Solution are the trademarks of Service Provider, its suppliers or their licensors. You are prohibited from using any Marks without the prior written permission of Service Provider or the owners thereof. Service Provider reserves all rights not expressly granted in these Terms of Service. All rights not expressly granted to you hereunder are reserved by Service Provider.

 

  • Restrictions. Except to the extent otherwise expressly authorized by Service Provider under these Terms of Service, you shall not, and shall not allow any third party to, copy, modify, adapt, translate, publicly display, publish, create derivative works of or distribute the Solution or the Documentation, or any part thereof.  You will not use the Solution or Documentation for any purposes beyond the scope of or otherwise not in accordance with the licenses granted herein.  Without limiting the foregoing, you will not (i) authorize or permit use of the Solution or Documentation by or for persons other than Users; (ii) assign, sublicense, sell, lease or otherwise transfer or convey the licenses granted hereunder; (iii) modify or create any derivative works of the Sapience-MD Materials (or any component thereof); or (iv) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Solution is compiled or interpreted.  You hereby acknowledge that nothing in these Terms of Service shall be construed to grant you any right to obtain or use such source code or any derivative works thereof. You shall duplicate all proprietary notices and legends of Service Provider upon any and all copies of the Documentation authorized to be made by you and shall not remove, alter or obscure any such proprietary notice or legend.   Service Provider may subcontract the Solution, or any part thereof, to subcontractors selected by Service Provider.

 

  • S. Government Users. The Solution and Documentation are provided with Restricted Rights for U.S. Government users. Government end users may access the Solution and Documentation with only those rights set forth in these Terms of Service. Use of the Solution and Documentation constitutes agreement by the Government that the Solution is “commercial computer software” and “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions herein.

 

  • Service Provider reserves the right to suspend or discontinue the Solution, or any part thereof, (or otherwise terminate these Terms of Service) at any time without notice.
  1. Indemnity

You agree to defend, indemnify, and hold harmless Service Provider and its officers, directors, employees, consultants, agents and suppliers from and against any and all third party claims, liabilities, damages, and/or costs (including, but not limited to, fees, costs and other expenses of attorneys and expert witnesses) arising out of or related to: (i) your use of the Site or the Solution, (ii) any violation of these Terms of Service or applicable law by you in connection with your use of the Site or the Solution, or (iii) actual or alleged infringement by you, your Users, or any other person accessing the Solution using your login credentials, of any intellectual property, privacy or other right of any third party, or (iv) any unauthorized use of the Site or the Solution, or any part thereof.

  1. DISCLAIMER OF WARRANTIES

THE SITE AND THE SOLUTION (INCLUDING ANY ASSOCIATED DOCUMENTATION, INFORMATION AND MATERIALS) ARE PROVIDED TO YOU “AS IS” AND Service Provider AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

SERVICE PROVIDER does not warrant that the SITE OR THE SOLUTION WILL MEET YOUR requirements, that the operation thereof will be uninterrupted or error-free, or that all errors will be corrected.  Without limiting the foregoing, YOU ACKNOWLEGE and agree that (i) SERVICE PROVIDER cannot guarantee the performance of any THIRD PARTY SERVICE OR THE RELIABILITY OF ANY THIRD PARTY CONTENT, and (ii) SERVICE PROVIDER shall not be responsible for any disruption to or failure of the SITE OR THE SOLUTION resulting from the actions or inactions of any Third Party Service OR CONTENT Provider. 

  1. LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES

IN NO EVENT WILL Service Provider OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SITE OR the SOLUTION, OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF Service Provider, ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE MAXIMUM AGGREGATE LIABILITY OF Service Provider, ITS AFFILIATES OR SUPPLIERS OR RESELLERS AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OR ATTEMPTED USE OF THE SITE OR THE SOLUTION WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOLUTION, IF ANY.

 

  1. Links to Third Party Sites

 

The Site or the Solution may provide links that allow you or your Users to leave the Site and/or access third party websites. The linked sites in many cases are not under the control of Service Provider and Service Provider is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Service Provider is not responsible for any transmission received from any linked site. Service Provider provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Service Provider of the site.

 

  1. Geographic Scope

 

Although you may have accessed the Site or the Solution outside of the United States of America, delivery of the Site and the Solution by Service Provider or its suppliers will only occur within the United States of America, and Service Provider’s obligations hereunder are valid only in the United States of America.  You acknowledge and agree that the Site and the Solution is intended for use by you only within the United States.

  1. Copyright

If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring through the Solution or the Site, please provide notice to the Sapience-MD Copyright Agent including the following information:

  1. A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed.
  2. A description of the copyrighted work or works that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled.
  3. A description of where the material that you claim is infringing is located on the Site.
  4. Information sufficient to permit Service Provider to contact you, such as your physical address, telephone number, and email address.
  5. A statement by you that you have a good faith belief that the use of the material identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  6. A statement by you that the information in your Notice is accurate and, under penalty of perjury that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The Sapience-MD Copyright Agent for Notice of claims of copyright infringement can be reached as follows, by mail:

Copyright Agent
Saxa Solutions, LLC

745 Atlantic Avenue
Boston, MA 02111
or by email: copyright@saxasolutions.com.

 

YOU SHOULD CONTACT THE COPYRIGHT AGENT ONLY IF YOU BELIEVE THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND THAT SUCH INFRINGEMENT IS OCCURRING ON THE SITE. THE COPYRIGHT AGENT WILL NOT RESPOND TO ANY OTHER INQUIRIES.

  1. Governing Law; Exclusive Forum

These Terms of Service, and the relationship between you and Service Provider resulting from your use or attempted use of the Site or the Solution, and the resolution of any dispute arising out of that relationship, shall all be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of law principles or provisions. You agree that any legal action or proceeding arising out of or related in any manner to these Terms of Service, or the relationship between you and Service Provider resulting from these Terms of Service or your use or attempted use of the Solution, shall be brought exclusively in the state or federal courts located in Boston, Massachusetts.  The parties expressly waive any right to a jury trial for disputes related to the subject matter of these Terms of Service. Unless otherwise provided by local law without the possibility of contractual waiver or limitation, any legal or other action related to a breach of these Terms of Service must be commenced no later than two (2) years from the date on which the cause of action arose.

  1. Injunctive Relief

You acknowledge and agree that the Solution and related materials possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Service Provider or other customers for which Service Provider or such other customers would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies as may be available to Service Provider, Service Provider shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security in any court of competent jurisdiction.

  1. Miscellaneous

If any part of these Terms of Service is determined to be invalid or unenforceable, then such invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service will continue in effect. If any provision(s) is found to be contrary to law, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Service Provider’s failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision unless agreed to by Service Provider in a writing signed by a duly authorized representative of Service Provider. Service Provider reserves the right to modify the Terms of Service at any time by providing such revised terms to you. Your continued use of the Solution shall constitute your acceptance to be bound by any such revised terms and conditions.

 

Rev. June 5, 2017