Terms of Service

1.1. Authorized Medical Software shall mean any third-party medical software (i) having all the required Regulatory Approvals; and (ii) enabling output of healthcare data, either by way of an API, SDK, or by way of producing a file in a format which is pre-approved by us to be compatible with the Services.

1.2. Intellectual Property Rights shall mean any and all inventions, patents, design rights, service marks, logos, trade secrets, database rights, domain names, moral rights, trademarks and copyrights of any kind and any other form of related protection, registerable or otherwise, statutory or otherwise, including applications for any of the foregoing, wherever in the world.

1.3. Regulatory Approvalsmeans, collectively, all device approval applications, granted approvals, registrations and associated materials required or issued by any relevant regulatory authorities, according to the territory in which the Services are operated by You, as to any medical software or devices.

1.4. Services or Formidable Cloud shall mean a cloud-based platform designed to manage workflows, capture, display, and transfer healthcare data, either manually uploaded by You or automatically transferred from Authorized Medical Software.

1.5. Subscription Fee shall mean the respective amounts payable to Formidable per one Subscription Term of use of the Services in accordance with the relevant Subscription Plan.

1.6. Subscription Plan shall mean that certain combination, marked and chosen by you in a registration form, order form, service agreement or similar, filled while registering to the Services, or while using Services, or executed between you and us in a written format, allowing you to use certain aspects of the Services. The terms of a written agreement shall control in the event of any inconsistency or conflict with the terms of this Agreement.

1.7. Subscription Term shall mean the set subscription period during which you are allowed to use certain aspects of the Services, depending on the Subscription Plan you subscribed for.

2.1. You may access the Services under this agreement, and subject to all other terms and conditions stipulated hereto, in accordance with the Subscription Plan you subscribed for.

2.2. To access the Services, you must register for a Formidable Cloud account (your Account) by providing your full legal name, a valid email address, and any other information required to complete the registration process.

3.1. You are solely responsible for obtaining or providing, at your sole expense, all equipment and communication connection, whether hardware or software necessary to access the Services. You understand and acknowledge that we will not be liable for network-related problems attributable to the operation of the Services and that internet and network configuration changes may affect the Service' performance and accessibility.

3.2. You are solely responsible for all activity occurring under your Account and with your use of the Services. You shall notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security, and use reasonable efforts to immediately stop any copying or distribution of content that is known or suspected by you. Formidable remains responsible for complying with its obligations under the applicable Privacy Protection Regulations, including notifying regulators and affected parties of data breaches where required.

3.3. You are obligated to use the Services only for lawful purposes as explicitly set forth herein. Your responsibility includes compliance with all applicable local, state, national and foreign laws, treaties and regulations relating to your use of the Services, including those related to the protection of intellectual property, data privacy, international communications and the transmission of technical or personal or health care data. You agree to hold us harmless from all consequences of any breach of the foregoing responsibility howsoever arising.

3.4. You may not and may not permit others to: (i) access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes; (ii) license, sublicense, sell, resell, transfer, assign, distribute, display, disclose or otherwise commercially exploit or make available to any third party, the Services; (iii) copy, modify, adapt, translate or make derivative works based upon the Services; (iv) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of any part of the Services; (v) create Internet "links" to the Services or "frame" or "mirror" any content thereof on any other server, wireless or Internet-based device; (vi) do anything that encourages conduct which would constitute a criminal offense, or which encourages or may encourage "hacking" or "cracking" or which gives rise to civil liability or otherwise violate any applicable local or international law; (vii) send spam via the Services or otherwise duplicative or unsolicited messages in violation of applicable laws; (viii) send via or store on the Services infringing, obscene (including pornography, violence, terror, etc.), threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (ix) send via or store on the Services material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (x) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (xi) attempt to gain unauthorized access to the Services or its related systems or networks; (xii) remove, deface, obscure, or alter Formidable's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services; or (xiii) use the Services other than for your reasonable internal business purposes.

3.5. You are solely responsible for obtaining any and all Regulatory Approvals for any Authorized Medical Software used in interaction with the Formidable Cloud and the Services.

3.6. You are solely responsible for information, including but not limited to personal information, shared with your associates and other third parties upon your request. It is your responsibility to maintain relevant agreements and ensure that the information is guarded appropriately by the receiving party.

3.7 You are solely responsible or addressing patient rights requests (such as access, correction, or deletion of information). Formidable will provide reasonable assistance to support such requests as required under applicable law.

4.1. All right, title and interest, including all related Intellectual Property Rights in the Services, including without limitation, in any of its underlying content, materials, software, Confidential Information, know-how, API, design, text, media, methodologies, artwork, names, (excluding your Content), any and all related or underlying technology and any modifications, improvements, development or derivatives thereof, in whole or in part, belongs to Formidable (and/or its suppliers and/or licensors, when applicable). Without derogating from the above, it is hereby clarified that Formidable owns any and all right, title and interest, including all related Intellectual Property Rights in content, extracts and outputs of the Services, including, without limitation, any company data, companies lists, reports, contact details and any other data provided through the Services regarding companies, individuals, industry insights and analysis (collectively the Protected Output). If any Protected Output is provided by Formidable, you shall only be granted with a non-exclusive, non-transferable license to use such Protected Output solely for your own internal purposes.

4.2. This Agreement does not convey to you any interest in or to the Services, except for a limited right of use as set forth herein, terminable in accordance with this Agreement. It is not an agreement for the sale of the Protected Output to you, and no title to the Protected Output passes to you.

4.3. You acknowledge that any and all trademarks, trade names, logos, service marks, or symbols used by Formidable to identify the Services (our Marks) belong to us (and/or our suppliers and/or licensors, when applicable), and that any use of any of our Marks without the prior written permission of their owners is strictly prohibited.

4.4. Any content that is created, processed, uploaded, submitted, collected and stored by you while using the Services (your Content) is at your responsibility and belongs to you. You represent and warrant that: (i) you own or have secured all rights necessary to grant this license; (ii) your Content and its use as described herein does not violate any law or third-party rights; and (iii) you will not upload or submit via the Services any sensitive data that is subject to special protections or regulatory requirements without obtaining all required consents or approvals. You acknowledge that any decision to upload Content via the Services is at your responsibility and you hereby grant Formidable and its Sub-Processors (as defined below) an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, process, copy, download, store, distribute, publicly perform, display and create derivative works of your Content, solely for the purpose of providing the following Services:
Formidable will not use Content in a way that identifies individuals unless necessary to provide the Services or as otherwise permitted by applicable law. All processing of personal data is subject to Formidable's Privacy Policy and applicable data protection laws and regulations.

4.5. It is hereby clarified, that Formidable retains all rights to: (i) any aggregated insights learned by Formidable from any use of the Services (theInsights); and (ii) any suggestion, comment or idea received from you for improving or otherwise modifying any part of the Services (the Feedback), and nothing shall prevent or restrict Formidable from using in any way such Insights and/or Feedback.

5.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT THE SERVICES ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY FORMIDABLE, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, CONTRACTORS OR THE LIKE (ANYONE ON ITS BEHALF) SHALL CREATE OR CONSTITUTE ANY FORM OF WARRANTY. ACCORDINGLY, YOU AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT NEITHER FORMIDABLE NOR ANYONE ON ITS BEHALF DO AND CAN WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING OUR SERVICES NOR THAT THE OPERATION OF THE SERVICES WILL BE ERROR FREE OR MEET ANY REQUIREMENTS.

5.2. Formidable is not and shall not be liable to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of, or relating to, this Agreement and/or the Services.

UNDER NO EVENT SHALL FORMIDABLE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FORMIDABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES, TO ANY PARTY.

You may, however, have additional rights under certain laws that do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If such laws apply, our exclusions or limitations shall apply to the fullest extent provided by the applicable laws.

5.3. IN NO EVENT SHALL THE ENTIRE LIABILITY OF FORMIDABLE AND ANYONE ON ITS BEHALF FOR ALL DAMAGES, LOSSES, CLAIMS AND COSTS, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID BY YOU TO FORMIDABLE DURING THE IMMEDIATELY PRECEDING ONE (1) YEAR PERIOD.

5.4. You are solely responsible for Your actions when using the Services, and therefore, notwithstanding the above, you shall indemnify, defend, and hold harmless Formidable, its directors, officers, employees and agents and their respective successors, heirs and assigns (each, a Formidable Indemnity), against any liability, damage, loss, or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon any of the Formidable Indemnities in connection with any claims, suits, actions, demands or judgments arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any act or omission of you: (a) in connection with the Services; (b) which are in breach of any applicable law; (c) which constitutes a breach of this Agreement; or (d) which are in violation of any rights of any third party.

6.1. For purposes of this Agreement,Confidential Information shall mean any and all non-public business, product, technology and marketing data and information (including, without limitation, the business terms under which You are using the Services), whether written, oral or in any other medium disclosed or otherwise provided by Formidable to you, that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include any information which you can prove: (a) is publicly available at the time of disclosure or subsequently becomes publicly available through no act or omission of you in breach of this Agreement; (b) is already known to you at the time of disclosure; (c) is disclosed to you by a third party who is not, to your knowledge, in breach of an obligation of confidentiality; (d) was or is independently developed by you without use of or reliance upon the Confidential Information; or (e) is compelled to be disclosed pursuant to a court order, provided You have provided Formidable prompt notice thereof.

6.2. You undertake and warrant that: (i) you shall hold the Confidential Information in high confidence and shall take all reasonable steps to safeguard and protect the Confidential Information including, without limitation, those steps that you take to protect your own confidential information of a similar nature; and (ii) you shall not disclose or otherwise provide any Confidential Information to any third party without the prior written consent of Formidable, except to those of its employees who have a need to know such Confidential Information for the purpose of fulfilling this Agreement and provided that such employees are bound by written confidentiality obligations which are at least as restrictive as those contained herein.

6.3. You agree that We may list you as a customer and reproduce your logo and registered trademark online or in printed materials solely to indicate that you are or were a user of our Services, unless and until you provide us with a written notice not to do so. Other than specifically agreed in writing between the Parties or required by applicable law or court order, You shall not disclose the terms of this Agreement.

6.4. If and to the extent applicable, Formidable is entitled (at its sole discretion, without any obligation) to seek legal opinion in connection with compliance with any applicable data and/or privacy legislation, and you acknowledge that the Services and/or the use of the Formidable Cloud may be adjusted if and as required under such opinions and/or under Formidable's reasonable judgment, to secure compliance with any such legal requirements, as shall be notified by Formidable.

7.1. You hereby expressly authorize Formidable, directly or through any third-party payment processing service, to charge the Subscription Fees (which unless stated otherwise shall be paid in US dollars) for each respective Subscription Term. Such charges shall be made in-advance, at the beginning of the applicable Subscription Term and in each year thereafter or in accordance with any different billing frequency stated on the Subscription Plan you subscribed for. Unless expressly provided herein, the Subscription Fees shall be paid up to 10 days from their due date and are non-refundable.

7.2. During the Subscription Term you will provide Us with an updated credit card information, billing, and contact information and notify Us of any changes to such information.

7.3. Unless canceled prior to its expiration, the Subscription Plan you registered for, shall be automatically extended and renewed by default for successive one-year terms (and considered for all purposes as "Subscription Term") and you will be charged for such extended Subscription Term with the respective Subscription Fees, at their then-current rate.

7.4. We reserve the right to modify the Subscription Fees at any time, provided that any increase of the Subscription Fees shall only become effective as of the commencement of your following Subscription Term and after notifying you of such increase at least thirty (30) days prior the end of your then-applicable Subscription Term.

7.5. Unless agreed otherwise by Formidable, all Subscription Fees shall be paid through credit card. You shall provide Formidable with complete and accurate billing and contact information and you agree to provide us with an update for this information within thirty (30) days of any change. If the information you have provided is false or fraudulent, Formidable reserves the right, without derogating from other remedies available to it under applicable law or this Agreement, to terminate your access to the Services.

7.6. All Subscription Fees are exclusive of taxes, levies, duties or similar governmental assessments of any kind (excluding taxes based on Formidable's income) and you are solely responsible for payment of any such taxes.

7.7. Without derogating from any remedies available to us under this Agreement or any applicable law, you will be charged with interest of 1.5% per month (or the maximum permitted by law, whichever is less) on any outstanding debt you owe us, plus all expenses suffered by us, including without limitation legal fees, in connection with the collection of such debt. If any charge owing by You under this or any other agreement for services is 30 days or more overdue, We may, without limiting our other rights and remedies, accelerate any unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and may suspend Services until such amounts are paid in full. Without derogating from any provision under this Agreement, you agree and acknowledge that your Content may be irretrievably deleted from Formidable Cloud if you are in default of any payment obligation for ninety (90) days or more. You shall pay Us all costs and expenses, including reasonable attorney's fees, incurred by Us in exercising any of Our rights or remedies or enforcing any provisions herein.

8.1. You acknowledge that the Services are hosted and made available by certain sub-processors of Formidable (each, a Sub-Processor). Formidable may remove, add or replace its Sub-Processors from time to time, at its sole discretion.

8.2. While using the Services you may be able to access, review, display or use third-party hardware, services, resources, content, data, information, software code (including, without limitation, any suggested code) and/or links to other websites or resources (the Third Party Materials). You hereby acknowledge that any use of such Third Party Materials is subject to the limitations and terms and conditions applicable to the Third Party Materials and it is your sole responsibility for and assume any and all risks arising from your access to, use of or reliance upon any such Third Party Materials, and Formidable disclaims any liability that you may incur arising from your access to, use of or reliance upon such Third Party Materials through the Services. You acknowledge and agree that Formidable: (i) is not responsible for the availability, accuracy integrity, quality or lawfulness of such Third Party Materials or the products or services or deliverables on or available from such Third Party Materials; (ii) has no liability to you or any third party for any harm, or losses suffered as a result of your access to or use of such Third Party Materials; and (iii) does not make any promises to remove Third Party Materials from being accessed through the Services. Your ability to access or link to Third Party Materials or third-party service does not imply any endorsement by Formidable of Third Party Materials or any such third party service.

8.3. This Agreement does not authorize you to, and you may not use any Third-Party Materials except as expressly permitted, by license or otherwise by the owners of such Third-Party Materials and such owners may have the right to seek damages against you for any unauthorized use of their Third Party Materials. Without derogating from any of Formidable's rights and remedies under this Agreement and/or under law, Formidable will be entitled, at its sole discretion, to immediately discontinue your access to the Services or any part thereof, including the termination of the Account, in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with the Third Party Materials. You may not use any Third-Party Materials for which you have not obtained appropriate approval to use. Formidable cannot grant permission to use third party content.

9.1. Term. This Agreement shall become effective as of the Effective Date and shall maintain in effect for the Subscription Term, unless terminated earlier according to Sections 9.2 or 9.3 below.

9.2. Both you and us may terminate this Agreement, at any time, for any or no reason (Termination for Convenience). In case of Termination for Convenience made by us, You shall be entitled to receive, as exclusive remedy, a refund equal to the proportional portion of the Subscription Fee already paid to us for the current Subscription Term. In case of Termination for Convenience made by you, you shall not be entitled to any refund whatsoever, and we shall be entitled to charge you with any not-yet-charged portion of the Subscription Fee due to us.

9.3. Without derogating from our right to exercise Termination for Convenience, We shall also be entitled to terminate this Agreement by a written notice with immediate effect in the following events:

9.4. Upon termination of this Agreement, for any reason whatsoever, the following terms shall apply:
The following provisions will survive termination or expiration of this Agreement: (a) any Subscription Fees payment obligation you have incurred before termination; (b) Sections 4 (Intellectual Property Rights), 5 (Warranties, Limitation of Liability, Indemnification), 6 (Confidentiality) and 12 (Miscellaneous); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose. Unless specifically stated otherwise, no remedy or election hereunder shall be deemed exclusive but shall be cumulative with all other remedies provided herein or available at law or in equity.

10.1. Privacy Policy. This Agreement is subject to the Privacy Policy of Formidable which is set forth on our website https://formidable.care/legal/privacy and constitutes an integral part of this Agreement.

10.2. Enforceability. In the event that any provision of this Agreement is invalid or unenforceable under any law, such provision shall be totally ineffective to that extent, but the remaining provisions of this Agreement will be unaffected.

10.3. No Waiver. No delay or omission on the part of Formidable in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or a waiver of any right on any future occasion.

10.4. Governing Law. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of New-York, USA, without reference to conflict of laws principles. You hereby irrevocably subject yourself to the exclusive jurisdiction of the courts located in New-York, USA in connection with any action or controversy relating to the Services, or this Agreement. Formidable may, however, seek injunctive relieves and other equitable remedies in any jurisdiction where its rights may be threatened, and judgment will be enforceable in any state or country.

10.5. Notices. Any notice to be given pursuant to this Agreement shall be sent by you to us via registered mail to the address stipulated above, or via email to the following address: legal[at]formidable.care and shall be deemed received by us: if sent via registered mail – seven (7) business days after being sent, and if sent via email – two (2) business days after you get confirmation it has been received by us. Any notice to be given to you shall be made via registered mail or e-mail address, to the address and email you filled in the registration form, order form, service agreement, or similar and shall be deemed received by you: if sent via registered mail – seven (7) business days after being sent, and if sent via email – two (2) business days after being sent.

10.6. Whole Agreement. This Agreement, including the provisions incorporated by reference, constitutes the sole and entire agreement with respect to the provision of the Services to you.

10.7. Modifications. We may change the terms of the Services, and this Agreement, from time to time, by posting a modified copy of this Agreement on the Services, or by otherwise notifying you. These changes will be effective and binding as of posting of the notice; unless a different effective date is specified. We therefore recommend you to enter, from time to time, to our website in order to review information concerning such modifications. Material changes to this Agreement will be communicated via email to the address you provided when registering for the Services, no later than 30 days after the change takes effect. YOUR CONTINUED USE OF THE SERVICES FOLLOWING DELIVERY AND/OR POSTING OF A NOTICE OF MODIFICATION SHALL BE CONCLUSIVELY DEEMED AN ACCEPTANCE OF SUCH MODIFICATION. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU MUST STOP USING THE SERVICES IMMEDIATELY, AND NOTIFY US IMMEDIATELY SO THAT A TERMINATION OF YOUR ACCOUNT MAY BE PROCESSED, AND SUCH TERMINATION IS YOUR ONLY RECOURSE.

10.8. Assignment. Formidable may assign or transfer at any time any of its rights and/or obligations hereunder to any third party without your consent. Your rights and/or obligations under this Agreement may not be assigned or transferred in any other way, by operation of law or otherwise without prior written consent of Formidable.