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Terms & Conditions

PROVIDER LICENSE, USE RESTRICTIONS, AND USERS

Provider License

Subject to Provider’s payment of the applicable Fees on an Order and compliance with: 1) the terms and conditions set forth in this Agreement and any Documentation Populate provides to Provider, 2) any limitations and restrictions set forth on an Order, and 3) Applicable Law, Populate hereby grants to Provider during the relevant Order Term, a limited, non-exclusive, revocable, nonsublicensable, non-transferable right and license to access and use the Services for the internal business purposes of Provider and in connection with Provider’s treatment of his or her Patients or research interests, but in no event for the benefit of any other person or entity. Populate may terminate any or all of the rights granted to Provider under this Section 3 at any time if Populate believes that Provider has or is violating any terms or conditions of this Agreement.

 

Use Restrictions

Except as expressly set forth in this Agreement, Provider shall not (and shall not permit any third party including its Users to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party (other than Provider or its Users); (v) remove or otherwise alter any copyright or proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any Populate products or services; (vii) use the Services for any purpose other than its intended purpose; (viii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (ix) bypass any measures Populate may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (x) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (or any information, data or content made available through the Services), whether through use of manual or automated means; (xi) publish or disclose to third parties any evaluation of the Services without Populate's prior written consent; (xii) use the Services for any commercial purpose, or for any public display or distribution (commercial or non-commercial) without prior written permission from Populate; (xiii) introduce Malicious Code to the Services; or (xiv) use the Services in a manner that violates Applicable Law. Provider is responsible for all of Provider’s activity and its Users’ activity in connection with the Services, including but not limited to uploading Provider Data onto the Services. Provider: (i) shall use the Services in compliance with Applicable Law, and (ii) shall not use the Services in a manner that violates any thirdparty Intellectual Property, contractual or other proprietary rights. The license granted under this Section 3 shall automatically terminate if Provider or its Users violate any of these use restrictions.

Users

Provider shall, upon written request, provide to Populate an accurate current count of the number of Users with access to the Services. Log-ins by multiple users under the same or a single user name is prohibited. Provider shall not make the Services available to anyone other than Users and shall be responsible and liable for any use of the Services not authorized under this Agreement. Provider agrees that any usage by such Users is in accordance with the terms and conditions of this Agreement and that Provider is responsible for ensuring that any usage by such Users is in accordance with the terms and conditions of this Agreement.

User Information. Users shall be required to provide certain information to access the Services, which may include each User’s name, contact information, selection of a username, password or pass phrase, registration details or other information. It is a condition of use of the Services that all the information provided by a User is correct, complete, and is updated as changes occur. Username and password information shall be treated by Provider and each User as Confidential Information of Populate. Users must not disclose such information to any other person or entity. User accounts are personal and shall not be provided to any other person or organization or published or otherwise made known to a thirdparty. Provider and all Users shall notify Populate immediately of any unauthorized access to or use of a username or password or any other breach of security.

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