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inCytes™ License Agreement

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August 29, 2022


PLEASE READ THIS AGREEMENT CAREFULLY. IT DESCRIBES RIGHTS TO WHICH YOU MAY BE ENTITLED AND OBLIGATIONS WHICH YOU ACCEPT.

BY USING INCYTES™ YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, YOU SHOULD NOT USE INCYTES™.

ABSENT A BREACH BY THE COMPANY OF ITS OBLIGATIONS HEREIN, YOUR SOLE REMEDY FOR DISSATISFACTION WITH INCYTES™ IS TO STOP USING INCYTES™.

 

TABLE OF CONTENTS

  1. Documents Incorporated by Reference
    1. Standard Legal Definitions
    2. Privacy Policy
    3. Products and Services and Payment Terms
  2. License Terms
    1. Grant of License
    2. Limitations of License
    3. Modification of inCytes™ Functionality
    4. Limitation of The Company's Liability
    5. Termination of License
  3. Obligations Relating to Personal Data
    1. The Company
    2. Licensee
  4. Prohibited Activities on inCytes™
    1. Team Members
  5. Circles Customization Elements
    1. General
  6. Disclaimers and Limitation of Liability
    1. Disclaimers
    2. Limitation of Liability
    3. Indemnification
  7. Data Ownership
    1. Personal Data
    2. Aggregated Data
  8. Miscellaneous
    1. Entire Agreement
    2. Disputes
    3. Notices
    4. Amendment of inCytes™ License Agreement
    5. Other

1. Documents Incorporated By Reference

1.1. Standard Legal Definitions

See here for most recent current version.

1.2. Privacy Policy

See here for most recent current version.

1.3. Products and Services and Payment Terms

See here for most recent current version.

2. License Terms

2.1. Grant of License

So long as Licensee is in compliance with the inCytes™ License Agreement, including timely payment of the Product and Service Charges, the Company grants to Licensee a non-exclusive, non-assignable and revocable right to use inCytes™.

2.2. Limitations of License

a. The Company is and shall remain the exclusive owner of all inCytes™ Intellectual Property.

b. Licensee may not assign its rights and obligations under this inCytes™ License Agreement to any party, and any purported attempt to do so will be null and void.

c. Licensee may not sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of inCytes™, or allow any party which has not agreed to this inCytes™ License Agreement to use or access inCytes™.

2.3. Modification of inCytes™ Functionality

The Company reserves the right to modify inCytes™ at any time in a manner which in the Company’s reasonable opinion improves its functionality and/or user experience.

2.4. Limitation of The Company’s Liability

In addition to any excuse provided by applicable law, the Company shall be excused from liability for non-delivery or delay in delivery of Products and Services available through inCytes™ arising from any event beyond its reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond its reasonable control not enumerated above.

2.5. Termination of License

a. The Company may, in its sole discretion, terminate this License with or without notice for any material breach of this inCytes™ License Agreement by Licensee.

b. Upon termination of the License, Licensee’s right to use inCytes™ immediately ceases, and Licensee acknowledges and agrees that the Company may immediately deactivate or delete the Account of Licensee and all of Licensee’s Team Members, together with all related information and files in such Accounts.

c. The Company shall not be liable to Licensee or any third party for any claims or damages arising out of any termination, or any other actions taken by the Company in connection with such termination.

3. Obligations Relating To Personal Data

3.1. The Company

The Company shall comply with off of its obligations as stated in the Privacy Policy.

3.2. Licensee

a. Licensee shall observe all applicable Privacy Laws and Policies with respect to Personal Data it enters onto inCytes™.

b. Under no circumstances shall Licensee disclose any Personal Data to the Company, except Specified Personal Data which Licensee wishes the Company to utilize in the context of inCytes™ functionality.

c. With the exception of an authorized Team Member, Licensee shall not disclose its Log-In Credentials to any other person or entity, or otherwise allow any other person or entity to access inCytes™ utilizing Licensee’s Log-In Credentials.

d. The Company shall not be responsible for the use of any Personal Data of a Licensee by another Licensee, or by third parties outside the control of the Company.

e. Licensee is solely responsible for maintaining the confidentiality of its Log-In Credentials, and for all statements made and acts or omissions that occur through the use of such Log-In Credentials.

4. Prohibited Activities on inCytes™

a. Except as expressly provided herein, Licensee may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from inCytes™ in any form or by any means.

b. Licensee will not utilize inCytes™ in any manner or for any activities which:

1. are unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent or tortious;

2. Infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

3. constitute unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

4. contain software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;

5. impersonates the Company, or any other Person not legally associated with Licensee; or

6. represent an attempt to copy, decompile, reverse engineer, sell, rent, sub-license or otherwise utilize or appropriate any portion of inCytes™ or its proprietary functionality except in accordance with the terms of this License Agreement.

4.1. Team Members

Licensee shall be responsible for the compliance with the License Agreement by its Team Members.

5. Circles Customization Elements

5.1. General

a. A Licensee may request the Company from time to time to include Specified Personal Data as part of Licensee’s account, or otherwise in connection with Licensee’s use of inCytes™. The Company may in its sole discretion accept or reject such Specified Personal Data.

b. Licensee warrants and represents to the Company with respect to such Specified Personal Data that:

1. Licensee owns or has legal rights to use it, and that it grants Licensor a royalty-free, non-exclusive license to use it in connection with Licensee’s Account and use of inCytes™;

2. it is accurate to the best of Licensee’s knowledge and professional judgment; and

3. Licensee will indemnify and hold the Company and its affiliates harmless from any and all claims, including legal costs, arising from the incorrectness of either of the foregoing two subparagraphs.

6. Disclaimers and Limitation of Liability

6.1. Disclaimers

a. inCytes™ is provided on an “as is” and “as available” basis, without warranty of any kind, express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose.

b. The Company makes no warranty that (i) inCytes™ will meet Licensee’s requirements, (ii) inCytes™ will be uninterrupted, timely, secure or error free, (iii) results obtained from inCytes will be effective, accurate or reliable, or (iv) products or services obtained by Licensee through inCytes™ will meet Licensee’s expectations or be free from mistakes, errors, or defects.

c. inCytes™ may include technical or other mistakes, inaccuracies or typographical or translation errors. The Company may make changes to inCytes™ content or services at any time without notice. Portions of inCytes™ may be out of date, and the Company makes no commitment to update them.

d. Licensee uses inCytes™ at its own discretion and risk, and Licensee will be solely responsible for any damage or loss of data which results from such use.

e. The Company is not responsible for the accuracy or reliability of any opinion, advice, or statement made on or through inCytes™. Licensee should exercise its professional judgment at all times in assessing any such opinion, advice or statement.

f. Temporary interruptions of the services available through inCytes™ may occur as normal events. The Company has no control over third party networks Licensee may access in the course of the use of inCytes™, and therefore, delays and disruption of other network transmissions are completely beyond the Company’s control.

6.2. Limitation of Liability

The Company shall not be liable to Licensee or any third party for:

a. special, punitive, incidental, indirect or consequential damages, or

b. those resulting from loss of use, data or profits, on any theory of liability arising in connection with Licensee’s use of inCytes™, including any content, service or product provided or accessed through inCytes™.

6.3. Indemnification

a. Subject to the provisions of Sections 6.1 and 6.2, the Company agrees to defend, indemnify, and hold Licensee harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise from the Company’s material breach of this inCytes™ License Agreement. The Company has the right to assume the exclusive defense and control of any matter subject to indemnification of Licensee, in which event Licensee will cooperate with the Company in asserting any available defenses.

b. Licensee agrees to defend, indemnify, and hold the Company harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise from Licensee’s material breach of this inCytes™ License Agreement. Licensee has the right to assume the exclusive defense and control of any matter subject to indemnification of the Company, in which event the Company will cooperate with Licensee in asserting any available defenses.

7. Data Ownership

7.1. Personal Data

Ownership rights to and control over Licensee’s Personal Data are specified by applicable Personal Privacy Laws and Policies, provided that under no circumstances shall the Company have any right or access to, or ownership of, any such Personal Data.

7.2. Aggregated Data

The Company and Licensee shall co-own all Aggregated Data equally in the absence of an Aggregated Data Ownership Agreement.

8. Miscellaneous

8.1. Entire Agreement

a. This inCytes™ License Agreement constitutes the entire agreement between the Company and Licensee, and supersedes all prior agreements, written or oral, with respect to the subject matter of this License Agreement.

b. This inCytes™ License Agreement may not be amended without the written consent of the Company.

8.2. Disputes

a. Any disputes relating to matters covered by this inCytes™ License Agreement shall be resolved through binding arbitration pursuant to the rules of the International Centre for Dispute Resolution.

b. This inCytes™ License Agreement shall be governed by the laws of the State of Delaware, United States of America.

8.3. Notices

All notices to the Company shall be made to inCytes@rgnmed.com. Notices by the Company to Licensee shall be made to one or more of the e-mail addresses utilized by Licensee in connection with its Account. Notices relating to GDPR or HIPAA issues shall be made to Company’s Data Privacy Officer.

8.4. Amendment of inCytes™ License Agreement

The Company reserves the right to change this inCytes™ License Agreement from time to time by posting such revised inCytes™ License Agreement on rgnmed.com. It is Licensee’s responsibility to review the current inCytes™ License Agreement from time to time. Licensee’s continued use of inCytes™ after such modifications will constitute acknowledgement of the modified inCytes™ License Agreement and agreement to abide and be bound by the modified inCytes™ License Agreement.

8.5. Other

a. Any failure by the Company to enforce or exercise any provision of this inCytes™ License Agreement or related rights shall not constitute a waiver of that right or provision.

b. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of the Company. All other trademarks or service marks are property of their respective owners. Nothing in this inCytes™ License Agreement grants Licensee any right to use any trademark, service mark, logo, and/or the name of the Company.

c. If any part of this inCytes™ License Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

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