Terms of Use

REVISED: NOVEMBER 15, 2016

These Terms of Use ("Terms") govern your use of the free services, software and website (the "Service") provided by Retrium, Inc. ("Retrium"). Our Privacy Policy explains the way we collect and use your information. By using the Service you agree to be bound by these Terms and our Privacy Policy. If you're using our Service on behalf of an organization or entity ("Organization"), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, "you" or "your" refers to that Organization. If you become a paid subscriber to Retrium, then your use of the Service will be governed by our Subscription Agreement.

Your Retrium Account

You may need to register for a Retrium account in order to fully access the Service. Any registration information that you provide to us must be accurate, current, and complete. You must also update your information so that we may send notices, statements, and other information to you.

You may only register for a single Retrium account and all Retrium accounts are granted to a single individual and may not be shared, without our prior express written permission.

You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify Retrium of any unauthorized uses of your account or any other breaches of security. Retrium will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

You must ensure that you keep your login information, including your password, strictly confidential and not share such information with any unauthorized person.

You may never use another user's account.

You may not disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.

Access to the Service

As part of the Service, we may provide client software (the "Software") for your use in connection with the Service. So long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between Retrium and You, Retrium retains all right, title and interest in the Software.

The Service is not intended for use by persons under the age of 13. By using the Service, you are representing to us that you are over the age of 13.

Modifications to the Service

The Service may be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your sole remedy is to terminate your use of the Service.

Product Improvements

We are always striving to improve the Service. In order to do so, we measure, analyze, and aggregate how users interact with the Service, such as usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of the Service as described in our Privacy Policy.

Your Data

"Your Data" means any data, content, code, video, images, or other materials of any type that you upload, submit, or otherwise transmit to or through Retrium and/or the Service. You will retain all right, title, and interest in and to Your Data in the form provided to Retrium. Subject to these Terms, you hereby grant to Retrium a nonexclusive, worldwide, royalty-free right to collect, use, copy, store, transmit, modify, and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable services on the Service. Retrium may also access your account and Your Data in order to respond to your support requests.

Security

Retrium implements security procedures to help protect Your Data from security attacks. However, you understand that the use of the Service necessarily involves transmission of Your Data over networks that are not owned, operated, or controlled by us, and we are not responsible for any of Your Data that is lost, altered, intercepted, or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmission of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.

Responsibility for Your Data

You must ensure that your use of Retrium and all Your Data is at all times compliant with all applicable local, state, federal, and international laws and regulations ("Laws"). You represent and warrant that: (i) you have obtained all necessary rights, releases, and permissions to provide all Your Data to Retrium and to grant the rights granted to Retrium in these Terms and (ii) Your Data and its transfer to and use by Retrium as authorized by you under these Terms do not violate any Laws (including without limitation to those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of Retrium's Privacy Policy. Retrium assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.

Sensitive Data

You will not submit to Retrium: (i) any personally identifiable information, except as necessary for the establishment of your Retrium account; (ii) any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations; or (iii) any other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations) ((i) through (iii), collectively, "Sensitive Data"). You also acknowledge that Retrium is not acting as your Business Associate or subcontractor (as such terms are defined and used in HIPAA) and that Retrium is not HIPAA compliant. "HIPAA" means the Health Insurance Portability and Accountability Act, as amended and supplemented. Notwithstanding any other provision to the contrary, Retrium has no liability under these Terms for Sensitive Data.

Removals and Suspension

Retrium has no obligation to monitor any content uploaded to the Service, including Your Data. Nonetheless, if we deem such action necessary based on your violation of these Terms or in response to takedown requests that we receive we may (1) remove Your Data from the Service or (2) suspend your access to Retrium. We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of Retrium or its users, we may suspend your access immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to Retrium as described in this section.

Restricted Use

You may not use the Service to substantially replicate products or services offered by Retrium. If Retrium believes, in its sole discretion, that you have violated or attempted to violate these conditions or the spirit of these terms, your ability to use and access the Service may be temporarily or permanently revoked, with or without notice.

Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which the Service links, and that link to the Service. Retrium does not have any control over those non-Retrium websites and webpages, and is not responsible for their contents or their use. By linking to a non-Retrium website or webpage, Retrium does not represent or imply that it endorses such website or webpage. Retrium disclaims any responsibility for any harm resulting from your use of non-Retrium websites and webpages.

Intellectual Property

These Terms do not transfer from Retrium to you any Retrium or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Retrium. Retrium, the Service, the Retrium logo, and all other trademarks, service marks, graphics and logos used in connection with Retrium or the Service are trademarks or registered trademarks of Retrium or Retrium's licensors. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants you no right or license to reproduce or otherwise use any Retrium or third-party trademarks.

Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

Changes

Retrium reserves the right, at its sole discretion, to modify or replace any part of these Terms at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of or access to the Service following the posting of any changes to these Terms constitutes acceptance of those changes. Retrium may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources). Such new features and/or services shall be subject to these Terms.

Termination

You are free to stop using our Service at any time. We also reserve the right to suspend or end the Service at any time at our discretion and without notice. Retrium may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately.

Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER RETRIUM NOR ITS SUPPLIERS AND LICENSORS, MAKES ANY WARRANTY THAT THE SERVICE WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED. YOU UNDERSTAND THAT YOU DOWNLOAD FROM, OR OTHERWISE OBTAIN CONTENT OR SERVICES THROUGH, THE SERVICE AT YOUR OWN DISCRETION AND RISK.

The Service is controlled, operated and hosted from within the U.S. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RETRIUM, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT RETRIUM HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. RETRIUM'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED $100.

General Representation and Warranty

You represent and warrant that (i) your use of the Service will be in strict accordance with the Retrium's Privacy Policy, with these Terms and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification

You agree to defend, indemnify and hold harmless Retrium, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from your use of and access to the Service or the Software, or from or in connection with Your Data, including but not limited to (i) your violation of these Terms and (ii) any claim brought by a third party alleging that Your Data infringes or misappropriates the intellectual property rights of a third party or violates applicable law.

Dispute Resolution and Governing Law

Except to the extent applicable law, if any, provides otherwise, these Terms, any access to or use of the Service will be governed by the laws of the state of Maryland, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Montgomery County, Maryland. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under these Terms shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Montgomery County, Maryland, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce these Terms shall be entitled to costs and attorneys' fees. If any part of these Terms is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

Entire Agreement; Severability; Waiver

These Terms constitute the entire agreement between you and Retrium concerning the Service. These Terms replace any prior or contemporaneous agreements applicable to your use of the Service. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. Retrium's failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.

Assignment

These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.