GENERAL TERMS & CONDITIONS FOR USE OF REED TECH NAVIGATOR™ FOR MEDICAL DEVICES
NOTICE: THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF REED TECH NAVIGATOR FOR MEDICAL DEVICES
General Terms & Conditions for Use – Reed Tech Navigator for Medical Devices
Effective June 27, 2018
These terms and conditions listed below govern your use of the Reed Technology Information Services, Inc. ("Reed Tech") Navigatorhttp://go.reedtech.com/ls_mda_terms for Medical Devicesx (the "Service") provided to you by Reed Tech. The terms "you" and "your" in uppercase or lowercase shall mean the entity (e.g., company, corporation, partnership, sole proprietor, etc.) or government agency entering into a license agreement with Reed Tech for the Service. The "License Agreement" or "Agreement" shall consist of these General Terms and the Order. This Agreement sets forth the terms and conditions under which Reed Tech provides you access to the Service. By using the Service, you agree to be bound by this Agreement.
1.1 "Affiliate" of a party means a corporation, partnership, or other legal entity that controls, is controlled by, or is under common control with that party, either directly or through another affiliate, but only while that control relationship exists; "control" of an entity means the power to direct the management and policies of that entity through a controlling vote on the board of directors or similar governing body of that entity or the ownership of interests entitled to more than 50% of the votes of that entity.
1.2 "Authorized User" means an individual to whom you have assigned a Reed Tech Username and who otherwise qualifies to use the Service under the terms of this Agreement.
1.3 "Customer Data" means information, data, files, or documents containing information that you enter into the Service.
1.4 "Force Majeure" means a cause which is beyond a party's reasonable control, including but not limited to fire, riot, civil disturbance, strike, embargo, explosion, earthquake, volcanic action, flood, act of military authority, act of terrorism, act of God, and act or omission of a carrier or supplier.
1.5 "Misuse" means using the Services in a manner other than as permitted under this Agreement. Examples of Misuse include, but are not limited to, gaining or allowing unauthorized access to and use of the Services prohibited hereunder, sharing access to any User ID with any person, altering any component of the Service, interfering or interrupting networks connected to the Service, uploading or introducing to Service viruses, corrupted files or other such malicious software that may damage the operation of the Service.
1.7 "Order" means an Order that refers to this Agreement, is signed by representatives of Reed Tech and your organization and describes the particular Service that Reed Tech will provide and the pricing associated with the Service.
1.8 “Service Materials” means content, information, data, files, or documents provided by the Service that was not entered by you.
1.9 "Username" means a unique identifier and password (or other authentication or security measures) that enable access to and use of the Service.
The Service is furnished as a software-as-a-service. Subject to these terms, Reed Tech grants to you a limited, non-transferable, non-assignable, non-exclusive personal license for Authorized Users to use the Service for you as set forth in an applicable Order. Only your employees, temporary employees, students, partners/members, and contractors dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation) are eligible to access and use the Service (“Eligible Persons”). Without limitation, external professional service providers such as attorneys, accountants, consultants, outsourcers and public relations firms are specifically excluded from being Eligible Persons. The term “Authorized User” means an Eligible Person whom you have identified to Reed Tech for purposes of issuing a Reed Tech Username. You agree that each Reed Tech Username may only be used by the Authorized User to whom Reed Tech assigns it and that the Reed Tech Username may not be shared with or used by any other person, including other Authorized Users. You will manage your roster of Authorized Users and will promptly notify Reed Tech to deactivate an Authorized User’s Reed Tech Username if the Authorized User is no longer an Eligible Person or you otherwise wish to terminate the Authorized User’s access to the Online Services. You are responsible for all use of the Service accessed with Reed Tech Usernames issued to your Authorized Users, including associated charges, whether by Authorized Users or others. You will use reasonable commercial efforts to prevent unauthorized use of Reed Tech Usernames assigned to your Authorized Users and will promptly notify Reed Tech, in writing, if you suspect that a Reed Tech Username is lost, stolen, compromised, or misused. You may not, nor may you allow any third party to, (a) modify, adapt, translate or create derivative works of the Service; (b) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Service; (c) download, scrape, reconstruct, or otherwise reproduce the Service Materials in their entirety or substantially in their entirety, (d) search the Service via mechanical, programmatic, robotic, scripted or any other automated means, unless otherwise agreed to by Reed Tech in writing;(d) sublicense, copy, transmit or distribute the Software; (e) use the Service on a time-sharing or service bureau basis; or (f) permit use by a person other than Authorized Users.
Reed Tech owns the Service and all developments, innovations and intellectual property associated with the Service.
We may update the software and technology used to provide Service, as we in our sole discretion, may deem necessary or desirable, from time to time. All updates and other new versions of the technology used to provide the Service are covered by these terms as part of the Service.
3. REPRESENTATIONS AND WARRANTIES
3.1 You represent and warrant to Reed Tech as follows: (a) you will employ the Service solely for Your own use in the ordinary course and conduct of Your business; (b) you have the authority to execute and deliver this Agreement and to perform the obligations under this Agreement; (c) your execution, delivery and performance of this Agreement will not violate any law or regulation or any other agreement to which you are a party; (d) you will not use any information from the Service for any purpose not expressly permitted in this Agreement or otherwise authorized in writing by Reed Tech; and (e) all information, inclusive of that you provide to Reed Tech will be true and complete and may be relied on and used by Reed Tech for the provision of the Service provided in connection with this Agreement.
3.2 Reed Tech represents and warrants to you: (a) the Service will perform in a manner consistent with its documentation and specifications; and (b) the execution, delivery and performance of this Agreement by Reed Tech will not violate any other agreement to which Reed Tech is a party; and
With respect to a breach of the warranty identified in subparagraph (a) above, Reed Tech will, after written notice, use commercially reasonable efforts to correct any identified material errors in the performance of the Service. That corrective action will constitute Reed Tech's sole liability and your sole remedy with respect to any identified performance error.
3.3 You acknowledge the risk that information transmitted electronically between you and Reed Tech through the Service website or other means may be intercepted by third parties. You agree to accept that risk and will not hold Reed Tech liable for any loss, damage or injury resulting from the interception of information.
3.4 You warrant that you shall comply with all applicable laws, rules, regulations, directives and guidelines regarding the collection, use and disclosure of personal data, including without limitation the General Data Protection Regulation 2016/679, The Data Protection Act 2018 and any amendments or successors to those laws ("Applicable Privacy Laws") when processing personal data in relation to the Service. You shall provide all reasonably necessary assistance to Reed Tech to enable Reed Tech to comply with Applicable Privacy Laws.
Attention Chief Legal Officer
9443 Springboro Pike
Miamisburg, OH 45342
To YOU: Your address in the Order
12.2 Reed Tech will provide routine product notices (e.g., information regarding features, content, or maintenance) to you via email only, addressed to you or the appropriate Authorized User(s); email notice is deemed sufficient for such purposes.
13.1 Assignment. No party may assign or otherwise transfer this Agreement without the prior written consent of the other party except that Reed Tech may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any subsidiary or other Affiliate of the party without approval. As a condition to any assignment, the assignee must agree to assume and be bound by this Agreement in its entirety.
13.4 You are neither identified on, nor shall you provide access to Service to any individuals identified on, OFAC's list of Specially Designated Nationals ("SDN List"), the UK's HM Treasury's Consolidated List of Sanctions Targets, or the EU's Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions
13.4 Force Majeure. Neither party will be liable for any failure or delay in performing any obligation under this Agreement that is due to a Force Majeure. If a Force Majeure occurs, the affected party will notify the other party and make commercially reasonable efforts to mitigate the adverse effects of the Force Majeure on the performance of this Agreement. This Section does not excuse Your obligation to pay for Service actually received.
13.5 Waiver. No waiver of any breach, privilege or provision of this Agreement will be construed as a waiver of any rights or remedies arising from any other breach, privilege or provision.
13.6 Survival. The obligations of Sections 1–8, 11.3, and 12 of this Agreement shall survive any termination of this Agreement and any accrued but unpaid financial obligations, and any other terms related to such financial obligations that by their nature should or typically would survive expiration or termination will survive the expiration or termination for any reason of this Agreement.
13.7 Choice of Law. The Commonwealth of Pennsylvania law governs the interpretation and enforcement of this Agreement, regardless of the law that might otherwise apply under applicable principles of conflicts of law.
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