Formulate’s General Terms & Conditions for Services

Terms of Service

These Terms of Service (“Agreement”) govern 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. Updated versions will be posted in the Formulate system admin. It is your responsibility to check this from time to time for updates. 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. Eligibility

By accepting this Agreement, you represent and warrant that:

1. You are at least 18 years old and are able to enter into contracts
2. You have read and understand this Agreement
3. If you are signing up on behalf of your employer or another organization, you have full legal authority to bind the applicable entity to these terms and conditions
4. You are based in the United States or its territories
2. 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.

3. Services
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. 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.
3. Geonetric may make changes or modifications to The Services from time to time without prior notice.
4. Package pricing and features are subject to change upon renewal of this agreement including auto-renewal as described, above.
4. Integrations
1. Specific integrations with third-party tools may be available and requires additional licensing costs.
5. License and Audit
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.
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, you shall reimburse Geonetric for all reasonable expenses relating to the audit and any costs related to returning to compliance.
3. Except for the limited rights and licenses granted in this Agreement, no other license is granted to Client. Geonetric retains all right, title, and interest in the Formulate admin, The Services, company trademarks, and all updates and modifications thereto.
6. 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.

7. HIPAA Compliance
1. Using The Services for sensitive information such as Protected Health Information (“PHI”) as defined under Health Insurance Portability and Accountability Act (“HIPAA”) requires execution of the Geonetric Business Associate Agreement (“BAA”).
2. Data collected using The Services shall never be considered part of Client’s designated record set as defined by the HIPAA privacy rule.
3. It is Client’s to understand the regulatory constraints under which Client’s organization operates and its 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.
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.
8. Term and Renewal
1. This Agreement is effective as of the date of Client’s Contract for Services (“Effective Date”) and continues for a one year term.
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.
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.
9. Indemnification
1. Geonetric Indemnification. Geonetric shall defend and/or settle, and pay damages awarded pursuant to any third party claim brought against Client alleging The Services improperly includes any third-party copyrighted subject matter, third-party patented subject matter or third-party trade secrets, provided that Client 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. Client shall cooperate with Geonetric, at Geonetric’s expense, in defending or settling such claim and Client incurred by Client without the prior written approval of Geonetric.
2. Client Indemnification. Client shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Geonetric related to Client’s use of The Services or representations, claims or statements pertaining thereto; provided, that, Geonetric promptly notifies Client in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to Client at Client’s expense and with Client’s choice of counsel. Geonetric shall cooperate with Client, at Client’s expense, in defending or settling such claim and Geonetric may join in defense with counsel of its choice at its own expense. Client shall not reimburse Geonetric for any expenses incurred by Geonetric without the prior written approval of Client.
10. 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.