Terms of Service
These Terms of Service, including any attached exhibits (collectively, the “Terms“) are entered into as of the effective date listed in the Order Form (the “Effective Date”), between the relevant ThetaRay entity that appears in the Order Form (“ThetaRay”), and the customer identified on the Order Form (the “Customer”).
PLEASE READ THESE TERMS CAREFULLY BEFORE SIGNING THE ORDER FORM OR ACCESSING OR USING THE SERVICES. BY SIGNING THE ORDER FORM, OR BY ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ THESE TERMS, UNDERSTOOD THEM, AND THAT YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ANY OF THESE TERMS OR ARE NOT AUTHORIZED TO BIND THE ENTITY ON BEHALF OF WHICH YOU ARE ACTING, DO NOT SIGN THE ORDER FORM OR ACCESS OR USE THE SERVICES. WITHOUT LIMITING THE FOREGOING, SIGNING THE ORDER FORM OR ACCESSING OR USING ANY PORTION OF THE SERVICES INDICATES THAT YOU ACCEPT THESE TERMS AND, TO THE EXTENT YOU ENTER INTO THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND SUCH LEGAL ENTITY.
WHEREAS, ThetaRay is the owner of a certain proprietary cloud based platform, as further described in this website (the “Platform”); and WHRERAS Customer desires to receive a right to access and use the Platform, and ThetaRay is willing to grant Customer such rights; NOW, THEREFORE, in consideration of the conditions herein contained, the parties, intending to be legally bound, agree as follows:
9.1 Indemnification. Thetaray shall defend and indemnify Customer from and against any and all costs, liabilities, losses and expenses (including, without limitation, reasonable legal fees) finally awarded against Customer pursuant to a third party claim arising out of an allegation that the Platform infringes any intellectual property right. The foregoing indemnification shall not apply with respect to any claims relating to: (i) use of the Platform with software or hardware not provided or authorized in writing by ThetaRay; (ii) use of the Platform not in accordance with ThetaRay’s specifications and instructions or not for its intended purpose; (iii) use of other than the most current, unaltered version of the Platform that was offered to Customer; (iv) to the extent that such liability could have been avoided but for Customer’s failure to implement the infringement remedies that ThetaRay made available; or (v) willful misconduct or improper acts or omissions by Customer.
9.2 Indemnification Procedures. As a condition to the indemnification and defense obligations hereunder Customer shall provide ThetaRay with: (i) prompt written notice of the claims; (ii) the right to control and direct the investigation, defense and settlement of such claims; and (iii) reasonable cooperation in connection with such investigation, defense and settlement.