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Cerebrum

Terms & Conditions

This Evaluation End User License Agreement (the “EvaluationEULA” or “Agreement”) for the LABdivus Application (as defined below) is a binding agreement between Cerebrum Corporation, an Arizona corporation (“Cerebrum”) and you (the “Licensee”). Cerebrum and the Licensee shall be referred to collectively as the “Parties” and individually shall be referred to as a “Party”.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING AND USING THE LABdivus APPLICATION.

THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE APPLICATION AND IS A LEGALLY BINDING CONTRACT WITH CEREBRUM. BY CLICKING “ACCEPT” ON THESE TERMS, OR BY OTHERWISE ACCESSING OR USING THE APPLICATION, YOU ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND (1) YOU AFFIRM THAT YOU ARE OF LEGAL AGE AND HAVE THE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT, AND (2) YOU CONSENT TO BE BOUND BY THIS AGREEMENT FOR THE EVALUATION PERIOD (AS DEFINED BELOW). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY YOU WORK FOR, YOU REPRESENT TO CEREBRUM THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY.

  1. Application; Evaluation Period; License Grant. Subject to the terms of this Agreement, Cerebrum grants Licensee and its employees (“Authorized Users”) a limited, temporary, revocable, non-transferable, nonassignable license to access and use the Application solely for Licensee’s internal business purposes and solely for evaluation purposes. "Application" as used herein means access to a non-production version of the LABdivus web application and platform. Cerebrum grants the license in this section to Licensee at no cost to Licensee.

  2. Evaluation Period. Unless earlier terminated in accordance with this Evaluation EULA, the evaluation period is a thirty (30) day period commencing on the date Cerebrum provides Licensee with access to the Application ("Evaluation Period"). Upon the expiration of the Evaluation Period, Licensee will immediately cease accessing and using the Application and Cerebrum will terminate access to the Application. The Evaluation Period will only be extended upon Cerebrum’s written consent.

  3. Authorized Users; Licensee Accounts. Licensee is responsible for limiting access to the Application to Authorized Users. Licensee is responsible for all acts and omissions that occur within the Application under Licensee’s account. Licensee is responsible for maintaining the confidentiality of any information used in connection with the Application, including usernames and passwords. Licensee must notify Cerebrum promptly of any unauthorized use of any password or account or any other known or suspected breach of security or misuse of the Application.

  4. Support and Maintenance. Cerebrum has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Application to the Licensee during the Evaluation Period.

  5. Compliance with Laws; Submission of Protected Health Information Prohibited. Licensee will comply with all laws and regulations that apply to its access to or use of the Application. Licensee may not access or use the Application in a live production environment. Licensee will access and use the Application only for evaluation purposes and Licensee will enter, upload, and transmit only fictitious and non-personally identifiable data using the Application. Licensee may not enter, upload to, or transmit any Protected Health Information (as that term is defined at 45 C.F.R. § 160.103) via the Application and will ensure its Authorized Users do not do the same. Licensee agrees to immediately inform Cerebrum if any such restricted data is uploaded or otherwise entered or transmitted through the Application.

  6. Use Restrictions. Licensee may not: (i) permit the viewing or observation of the performance of the Application by any person except for Authorized Users; (ii) copy the Application, in whole or in part; (iii) modify, correct, adapt, translate, enhance, or prepare derivative works of the Application; (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application to any person, including on or in connection with the Internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (v) reverse-engineer, reconfigure, disassemble, decompile, decode, or adapt the Application or otherwise attempt to derive or gain access to the source code of the Application; (vi) bypass or breach any security device or protection used for or contained in the Application; (vii) remove, alter, obscure, supplement, or otherwise change any trademarks, intellectual property notices, or other symbols, notices, or marks on or in the Application; (viii) use the Application in any manner that infringes, misappropriates, or otherwise violates the intellectual property rights of any person; (ix) use the Application for purposes of benchmarking or competitive analysis of the Application, developing, using, or providing a competing software product or service, or any other purpose that is to Cerebrum’s detriment or commercial disadvantage; or (x) use the Application for any purpose not expressly permitted by this Agreement.

  7. NO WARRANTIES. THE APPLICATION IS PROVIDED "AS IS," "WHERE IS," AND WITH ALL FAULTS. CEREBRUM DOES NOT MAKE WARRANTIES OF ANY KIND WITH RESPECT TO THE APPLICATION. CEREBRUM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CEREBRUM DOES NOT MAKE ANY WARRANTY THAT THE SERVICES OR ANY RESULTS OF THE USE THEREOF WILL MEET LICENSEE’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, BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE, OR COMPLY WITH APPLICABLE LAW OR REGULATION. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY LICENSEE OR ANY OTHER PERSON FROM CEREBRUM, CEREBRUM, OR IN ANY MANNER FROM THE SERVICES CREATES ANY WARRANTY.

  8. Indemnification. The Licensee shall indemnify Cerebrum from and against any and all losses, damages, claims, demands, liabilities, costs, and expenses of any nature whatsoever that may be asserted against or suffered by Cerebrum, and which relate to Licensee’s: (a) misuse of the Application; (b) breach of this Evaluation EULA; or (c) a violation of applicable laws or regulations. Cerebrum reserves the right to assume the exclusive defense and control of any matter subject to indemnification by Licensee. Licensee shall not settle any claim that finds fault with, or requires specific performance by, Cerebrum.

  9. LIMIT OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CEREBRUM OR ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR ACCESS TO OR USE OF THE SERVICES (INCLUDING THE INPUT OF INFORMATION INTO THE SERVICES), WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF CEREBRUM HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE. CEREBRUM WILL NOT HAVE ANY LIABILITY FOR LOSS OF DATA OR DOCUMENTATION OR ANY LOSS OF PROFITS. LICENSEE’S SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

  10. Termination. Cerebrum may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this Evaluation EULA and the rights afford to the Licensee hereunder with or without prior notice. Furthermore, if the Licensee fails to comply with any terms and conditions of this Evaluation EULA, then this Evaluation License and any rights afforded to the Licensee hereunder may terminate automatically, without any notice or other action by Cerebrum.

  11. No Further Obligations. Cerebrum agrees at the conclusion of the Evaluation Period that Licensee is under no obligation to enter into any additional agreement.

  12. General

    12.1 Invalid Clauses. If any provision or part of this Evaluation EULA is held to be invalid, amendments to this Evaluation EULA may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the parts and provisions of this Evaluation EULA to the maximum extent permissible under applicable law.

    12.2 No Agency. Nothing in this Evaluation EULA shall create, evidence, or imply any agency, partnership, or joint venture between the Parties. Neither Party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other’s behalf.

    12.3 Remedies. Licensee’s breach of this Agreement would cause Cerebrum to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, upon any actual, suspected, or threatened breach of this Agreement, Cerebrum will be entitled to seek injunctive relief without posting a bond, proving damages, or fulfilling similar requirements, in addition to seeking any remedies available at law or in equity.

    12.4 Governing Law and Jurisdiction. The validity, construction, and performance of this Evaluation EULA shall be governed by and construed in accordance with the laws of the Arizona and shall be subject to the exclusive jurisdiction of the courts located within Maricopa County, Arizona to which the Parties hereby submit.

    12.5 No Publicity. Neither Party shall use the names, marks, trade names, trademarks, crests, logos, or registered images of the other Party without that Party’s prior written consent.

    12.6 Entire Agreement. This Evaluation EULA sets out the entire agreement between the Parties relating to its subject matter and supersedes all prior oral and written agreements, arrangements, or understandings between them relating to such subject matter.