Platform Usage Terms and Conditions
WHEREAS, these Platform Usage Terms and Conditions (“Terms and Conditions”) form a part of and are integrated into the respective Statement of Work or Work Order between Halloran Consulting Group, Inc. (“Halloran”) and Client (as defined below).
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
(a) “Authorized Standard User” means an employee or individual independent contractor of Client who Client permits to access and use the Platform pursuant to the terms hereunder.
(b) “Client” means the client entity identified in the respective SOW or Work Order.
(c) “Platform” means Halloran’s instance of Egnyte’s GxP life sciences hosted content services platform, including any updates provided to Client.
(d) “SOW” means the respective Statement of Work or Work Order between Halloran and Client.
- Use of the Services.
(a) Client agrees to be bound by Egnyte’s terms and conditions set forth at https://www.egnyte.com/terms-and-conditions/10-2022, which are incorporated herein by reference.
(b) Subject to and conditioned on Client’s payment of the Platform fee and compliance with all other terms and conditions herein, Halloran hereby grants Client during the term of the SOW and for a period of thirty (30) days thereafter use of the Platform solely for the purposes set forth herein.
(c) Halloran shall provide access to the Authorized Standard Users within one (1) business day of their respective completion of the required Egnyte training.
- Client Responsibilities. Client is responsible and liable for all uses of the Platform resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of these Terms and Conditions. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Standard Users, and any act or omission by an Authorized Standard User that would constitute a breach of these Terms and Conditions if taken by Client will be deemed a breach of these Terms and Conditions by Client. Client shall take reasonable efforts to make all Authorized Standard Users aware of these Terms and Conditions as applicable to such Authorized Standard User’s use of the Platform and shall cause Authorized Standard Users to comply with such provisions.
- Warranty Disclaimer. THE PLATFORM IS PROVIDED “AS IS” AND HALLORAN HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HALLORAN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HALLORAN MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY PLATFORM, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
- Indemnification. Client shall indemnify, hold harmless, and, at Halloran’s option, defend Halloran from and against any losses, fines, penalties, judgments, awards, damages, liabilities, and costs, including reasonable attorney’s fees that they may suffer as a result of any claims, demands, suits, or actions made or instituted by any third party (“Third-Party Claim”) based on Client’s, or any Authorized Standard User’s: (i) negligence or willful misconduct; (ii) use of the Platform in a manner not authorized or contemplated by these Terms and Conditions; (iii) use of the Platform in combination with data, platform, hardware, equipment, or technology not provided by Halloran or authorized by Halloran in writing; or (iv) modifications to the Platform not made by Halloran, provided that Client may not settle any Third-Party Claim against Halloran unless such settlement completely and forever releases Halloran from all liability with respect to such Third-Party Claim or unless Halloran consents to such settlement, and further provided that Halloran will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
- Term and Termination.
(a) Term. These Terms and Conditions will continue in effect for the duration of the respective SOW and for a period of thirty (30) days thereafter, except as set forth herein.
(b) Termination. In addition to any other express termination right that Halloran may have as it relates to the SOW, Halloran may terminate Client’s use of the Platform, effective on written notice to Client, if Client: (A) fails to pay any Platform fee when due, and such failure continues more than 30 days after Halloran’s delivery of written notice thereof; or (B) breaches any of its obligations hereunder.
(c) Effect of Expiration or Termination. Upon expiration or earlier termination of the SOW, the license granted hereunder will terminate thirty (30) days thereafter and Client shall cease using the Platform. Notwithstanding the foregoing, if Halloran terminates Client’s use of the Platform based on Section 7(b) above, the license granted hereunder will terminate immediately. No expiration or termination will affect Client’s obligation to pay the Platform fee, or entitle Client to any refund. Any provisions which, by their nature or terms, are intended to survive, shall survive any termination or expiration of the SOW.
(a) Entire Agreement. These Terms and Conditions, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of these Terms and Conditions and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in these Terms and Conditions and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, these Terms and Conditions; and (b) second, any other documents incorporated herein by reference.
(b) Force Majeure. In no event shall Halloran be liable to Client, or be deemed to have breached these Terms and Conditions, for any failure or delay in performing its obligations hereunder, if and to the extent such failure or delay is caused by any circumstances beyond Halloran’s reasonable control.
(c) Amendment and Modification; Waiver. No amendment to or modification of these Terms and Conditions is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms and Conditions, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms and Conditions will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(d) Severability. If any provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms and Conditions so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(e) Governing Law. Except as set forth herein, these Terms and Conditions are governed by and construed in accordance with the internal laws of the State of Massachusetts without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Massachusetts. Egnyte’s terms and conditions will be construed and enforced in all respects as set forth therein.
(f) Assignment. Client may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Halloran. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder. These Terms and Conditions are binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(g) Export Regulation. The Platform may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Client shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Client shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the US.
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