Geonetric Formulate Terms of Service
These Terms of Service (“Agreement”) governs the use of and access by CLIENT NAME (“Client”) and any individuals granted access by Client (“Users”) to the Formulate services provided by Geonetric, Inc. (“Geonetric”).
BACKGROUND
By using Formulate you’re agreeing to these terms and conditions. Geonetric may update or modify this Agreement at any time, permitted it does not substantially alter software performance. In no event will any update or modification result in a reduction of Services as stated herein. Your continued use of Formulate shall be deemed as acceptance of any updates to this Agreement.
This Agreement represents the entire legal agreement between the parties related solely to the Formulate Services (“Services” or “The Services”). Any information provided elsewhere, including on any websites or marketing materials, are provided for your convenience, are not legally binding and do not modify this agreement in any way. Except for the limited rights and licenses granted under this Agreement, no other license is granted to Client. Geonetric shall retain all right, title and interest in The Services.
TERMS
1. Profiles and Accounts You are required to provide information about Client and Users of The Services. Client warrants that the information provided is true, accurate, current and complete. Each User must have their own account and accounts shall not be shared. The Services may only be used directly for Client and may not be used for the benefit of any other entity including clients or affiliates of Client. Accounts are not transferrable.
2. Services
2.1 Certain details of The Services available to Client are governed by the specific services selected (“Package”) including but not limited to the annual price, number of forms, allowable storage, number of users, and access to certain features of The Services.
2.2 During the term of this Agreement, Geonetric will use commercially reasonable efforts to provide The Services to you in a manner consistent with your service plan.
2.3 Geonetric may make changes or modifications to The Services from time to time without prior notice.
2.4 Package pricing and features are subject to change upon renewal of this agreement including auto-renewal as described, below.
3. Integrations Specific integrations with third-party tools may be available and requires additional licensing costs. Pre-approval by Client required for additional costs.
4. License and Audit
4.1 Geonetric hereby grants you a non-exclusive, non-transferrable, non‑sublicensable license to use the Formulate site and The Services included in your package.
4.2 Geonetric may audit your use of The Services for compliance with these terms. If such an audit reveals any use not in compliance with this Agreement and your current licensure of The Services, Client agrees to correct any deficiencies related to returning to compliance.
4.3 Except for the limited rights and licenses granted in this Agreement, no other license is granted to Customer. Geonetric retains all right, title, and interest in the Formulate admin, The Services, company trademarks, and all updates and modifications thereto.
5. Domains The Services may only be used on a set number of web domains as specified by the Package selected. Each domain provided must be a fully qualified domain name. Attempting to use The Services on another domain may cause it to operate incorrectly or may result in additional licensing costs.
6. HIPAA Compliance
6.1 Using The Services for sensitive information such as Protected Health Information as defined under HIPAA requires execution of the Geonetric Business Associate Agreement (“BAA”).
6.2 Data collected using The Services shall never be considered part of Client’s designated record set as defined by the HIPAA privacy rule.?
6.3 It is your responsibility to understand the regulatory constraints under which your organization operates and your organization’s policies around appropriate use of sensitive data including PHI. You agree to Indemnify and hold harmless Geonetric and its owners, managers, employees, contractors and agents for any misuse of The Services by Client or Users.
6.4 You shall use all reasonable efforts to prevent unauthorized access to or inappropriate use of The Services. You agree to comply with any and all applicable laws and regulations.
7. Term and Renewal
7.1 This Agreement is effective as of the date of Client’s Formulate Agreement (“Effective Date”) and continues for a two-year term.
7.2 At the end of any contract term, this Agreement will auto-renew for an additional year using the then applicable Package pricing and features unless either party provides 30 day notice of their intent not to renew.
7.3 Access to data is available only to organizations with a valid license to The Services. If there is a lapse in licensure, past information, including access logs, are only available by returning to good standing through the payment of all missed licensure costs.
7.4 In the event of termination or expiration of this Agreement for any reason, Sections 7, 8, and 9 shall survive termination of expiration of this Agreement. Neither party shall be liable to the other party for damages or equitable remedies of any sort resulting solely from terminating this Agreement in accordance with its terms.
8. Indemnification
8.1 Geonetric Indemnification. Geonetric shall defend and/or settle, and pay damages awarded pursuant to any third party claim brought against Customer alleging The Services improperly includes any third-party copyrighted subject matter, third-party patented subject matter or third-party trade secrets, provided that Customer promptly notifies Geonetric in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to Geonetric at Geonetric’s expense and with Geonetric’s choice of counsel. Customer shall cooperate with Geonetric, at Geonetric’s expense, in defending or settling such claim and Customer may join in defense with counsel of its choice at its own expense. Geonetric shall not reimburse Customer for any expenses incurred by Customer without the prior written approval of Geonetric.
8.2 Client Indemnification. To the extent permitted by law, Client shall indemnify, defend and hold harmless Geonetric and its officers, directors, employees, agents, successors, and assigns from any and all liability, claim, lawsuit, injury, loss, expense or damage resulting from or relating to the acts or omissions of Client and its employees, agents and subcontractors. Any limitation of liability contained in any other agreement between the parties shall not apply to the indemnification requirement of this Section.
9. Severability If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.