Terms of Service

THESE TERMS OF SERVICE (the "Agreement") GOVERN CUSTOMER'S RECEIPT, ACCESS TO AND USE OF THE SERVICE (AS DEFINED BELOW) PROVIDED BY SYNTCH LLC, doing business as CoRATES ("Syntch LLC" or "we"). IN ACCEPTING THIS AGREEMENT BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE ACCESS PLAN FOR THE SERVICE THROUGH A SCREEN THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, CUSTOMER AGREES TO BE BOUND BY ITS TERMS.

THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("Customer"); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR THE APPLICABLE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OR RECEIVE THE SERVICE. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:

1. The Service

1.1. Service Description. Syntch LLC, doing business as CoRATES, is the provider of a cloud-based collaborative research appraisal tool for evidence synthesis (the "Service"). The Service allows users to create projects, manage studies, complete quality assessment checklists (such as AMSTAR 2), collaborate with team members, and organize research materials. Anything Customer (including Users) posts, uploads, shares, stores, or otherwise provides through the Service is considered a "User Submission." Customer is solely responsible for all User Submissions it contributes to the Service. The Service may also include templates, help documents, and other documents or information that can assist Customer using the Service ("CoRATES Content"). Customer will not receive or have access to the code or software that underlies the Service (collectively the "Software") or receive a copy of the Software itself.

1.2. Customer's Subscription. Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed to by the parties through CoRATES's website that reference this Agreement and describe the business terms related to Customer's subscription ("Order(s)"). All subscriptions will be for the period described on the applicable Order ("Subscription Period"). Use of and access to the Service is permitted only by individuals authorized by Customer and for Customer's own internal business purposes and not for the benefit of any third party ("Users").

1.3. Ownership. Syntch LLC owns the Service, Software, CoRATES Content, Documentation, and anything else provided by Syntch LLC to Customer (collectively the "CoRATES Materials"). Syntch LLC retains all right, title and interest (including, without limitation, all patent, copyright, trademarks, trade secret and other intellectual property rights) in and to the CoRATES Materials, all related and underlying technology and any updates, enhancements, upgrades, modifications, patches, workarounds, and fixes thereto and all derivative works of or modifications to any of the foregoing. There are no implied licenses under this Agreement and any rights not expressly granted to Customer in this Agreement are expressly reserved by Syntch LLC.

1.4. Permissions. The Service contains customizable settings allowing each User to give permission to other Users to perform various tasks within the Service ("Permissions"). It is solely Customer's responsibility to set and manage all Permissions, including which Users can set such Permissions. Accordingly, Syntch LLC will have no responsibility for managing Permissions and no liability for the Permissions set by Customer and its Users.

2. Restrictions

2.1. Customer's Responsibilities. Customer is responsible for all activity on its Users' accounts unless such activity is caused by a third party bad actor able to access Customer's account by exploiting vulnerabilities in the Service itself. Customer will ensure that its Users are aware of and bound by obligations and/or restrictions stated in this Agreement and Customer will be responsible for breach of any such obligation and/or restriction by a User.

2.2. Use Restrictions. Customer agrees that it will not, and will not allow Users or third parties to, directly or indirectly (a) modify, translate, copy or create derivative works based on the Service, (b) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Service, except as and only to the extent this restriction is prohibited by law, (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, (d) remove or obscure any copyright, trademark or other proprietary notices, legends or CoRATES branding contained in or on the Service, (e) use the Service in any way that violates any applicable federal, state, local or international law or regulation, (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, including, without limitation, by introducing viruses and other harmful code, (g) use or access the Service to build or support products or services competitive to the Service, or (h) attempt to probe, scan, or test the vulnerability of the Service or any Syntch LLC system or networks.

3. Third-Party Applications

The Service may work together with third party products, services or applications that are not owned or controlled by Syntch LLC (e.g., ORCID, Google Drive, Stripe, Postmark) ("Third-Party Applications") and Customer, at its sole option, may choose to use such Third-Party Applications. Syntch LLC does not endorse such Third-Party Applications. Customer acknowledges and agrees that this Agreement does not apply to Customer's use of such Third-Party Applications and Customer may be required by the providers of such Third-Party Applications to enter into separate agreements for Customer's use. Syntch LLC expressly disclaims all representations and warranties relating to any Third-Party Applications. Customer's use of Third-Party Applications is at Customer's own risk.

If Customer connects Google Drive, Customer authorizes Syntch LLC to access Customer's Google Drive files on a read-only basis solely to enable Customer-selected import of PDF documents into the Service. Any documents imported into the Service become User Submissions and will be stored and processed as described in this Agreement and the Privacy Policy.

4. Payment Obligations

4.1. Fees. Customer will pay for access to and use of the Service as set forth on the applicable Order ("Fees"). All Fees will be paid in the currency stated in the applicable Order or, if no currency is specified, U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in this Agreement, non-refundable. Syntch LLC may modify its Fees or introduce new fees in its sole discretion. Customer always has the right to choose not to renew its subscription if it does not agree with any new or revised Fees.

4.2. Payment. Syntch LLC uses Stripe, Inc. as its third-party payment processor ("Payment Processor") to charge Customer for the Fees via credit card or other payment method, pursuant to the payment information provided by Customer to Stripe. Customer's use of Stripe's services is subject to Stripe's terms of service and privacy policy. It is Customer's sole responsibility to provide current and up to date payment information; failure to provide such information may result in suspension of Customer's access to the Services.

4.3. Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder.

4.4. Failure to Pay. If Customer fails to pay any Fees when due, Syntch LLC may suspend Customer's access to the Service pending payment of such overdue amounts.

5. Term and Termination

5.1. Agreement Term and Renewals. Subscriptions to access and use the Service commence on the start date stated on the applicable Order ("Subscription Start Date") and continue for the duration of the Subscription Period. Customer may choose not to renew its Subscription Period by notifying Syntch LLC or by modifying its subscription through Customer's account within the Service. This Agreement will become effective on the first day of the Subscription Period and remain effective for the duration of the Subscription Period stated on the Order along with any renewals.

5.2. Termination. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after the breaching party's receipt of such notice. Syntch LLC may terminate Customer's access to any free version at any time upon notice to Customer.

5.3. Effect of Termination. If Customer terminates this Agreement because of Syntch LLC's uncured breach, Syntch LLC will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. Upon any termination of this Agreement, all rights and licenses granted by Syntch LLC hereunder will immediately terminate; Customer will no longer have the right to access or use the Service. Within thirty (30) days of termination, upon Customer's request, Syntch LLC will delete Customer's User Information and User Submissions.

5.4. Survival. Sections titled "Ownership", "Third-Party Applications", "Payment Obligations", "Term and Termination", "Warranty Disclaimer", "Limitation of Liability", "Confidentiality", "Data" and "General Terms" will survive any termination or expiration of this Agreement.

6. Warranties and Disclaimers

6.1. Warranties. Customer represents and warrants that all User Submissions submitted by Users follow all applicable laws, rules and regulations.

6.2. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SYNTCH LLC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT SYNTCH LLC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THE SERVICE IS A TOOL TO ASSIST WITH RESEARCH QUALITY ASSESSMENT AND DOES NOT REPLACE PROFESSIONAL JUDGMENT.

7. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SYNTCH LLC WILL NOT BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) ANY DAMAGES BASED ON USE OR ACCESS, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, OR (C) ANY DAMAGES THAT IN THE AGGREGATE EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GIVES RISE TO SUCH DAMAGES.

8. Confidentiality

8.1. Definition. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") may disclose business, technical or financial information relating to the Disclosing Party's business that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Syntch LLC's Confidential Information includes non-public information regarding features, functionality, and performance of the Service. Customer's Confidential Information includes the User Information and User Submissions.

8.2. Protection and Use. The Receiving Party will (a) protect the Disclosing Party's Confidential Information using the same degree of care used to protect its own confidential information of like importance, but in any case using no less than a reasonable degree of care, (b) limit access to the Confidential Information to those who need to know such information in connection with this Agreement, and (c) not use the Disclosing Party's Confidential Information for any purpose other than to fulfill its obligations under this Agreement.

8.3. Feedback. Customer may from time to time provide suggestions, comments, or other feedback with respect to the Service ("Feedback"). Customer hereby grants to Syntch LLC a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display, and otherwise exploit any Feedback as Syntch LLC sees fit, without obligation or restriction of any kind.

9. Data

9.1. User Information. Customer and its Users are required to provide information such as name, email address, and other account information ("User Information") upon logging into the Service. Customer grants Syntch LLC and its subcontractors the right to store, process and retrieve the User Information in connection with Customer's use of the Service.

9.2. User Submissions. Customer grants Syntch LLC and its subcontractors a non-exclusive, worldwide, royalty-free, transferable right and license to use, process, and display User Submissions for the sole purpose of providing the Service to Customer. Except for the limited rights and licenses granted in this Agreement, Customer will own all right, title and interest in and to the User Submissions.

9.3. Service Data. As Customer interacts with the Service, the Service collects data pertaining to the performance of the Service and measures of its operation ("Service Data"). Provided that the Service Data is aggregated and anonymized, and no User Information, User Submissions, or any other personal identifying information is revealed, Syntch LLC is free to use the Service Data in any manner.

9.4. Data Protection. Syntch LLC has established and implemented reasonable information security practices regarding the protection of User Submissions and User Information. Notwithstanding the foregoing, Customer is responsible for maintaining appropriate security, protection and backup of its hardware, software, systems, information, and data.

10. General Terms

10.1. Force Majeure. Syntch LLC will not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond its reasonable control, which may include failure by a third-party hosting provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

10.2. Changes. Customer acknowledges that the Service is an online, subscription-based product, and that to provide improved customer experience Syntch LLC may make changes to the Service, provided however Syntch LLC will not materially decrease the core functionality of the Service. Syntch LLC may also unilaterally modify the terms of this Agreement by notifying Customer at least thirty (30) days prior to such changes taking effect.

10.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

10.4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement; a person who is not a party to this Agreement may not enforce any of its terms under any applicable law.

10.5. Communications. Notices under this Agreement will be provided by email. Notices to Syntch LLC must be sent to support@corates.org. Notices to Customer will be sent to the email provided through the Service.

10.6. Amendment and Waivers. No modification or amendment to this Agreement will be effective unless made in writing and accepted by an authorized representative of both parties. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

10.7. Severability. This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in effect.

10.8. Assignment. Neither party will assign or delegate any of its rights or obligations hereunder, without the prior written consent of the other party. Notwithstanding the foregoing, Syntch LLC may assign this Agreement in its entirety, without the consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Syntch LLC's assets.

10.9. Governing Law and Venue. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules.

10.10. Entire Agreement. This Agreement, including all referenced pages and Orders, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.