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BaseCase App EULA

Last updated: September 26, 2023

Please read this End-User License EULA (“EULA”) carefully before using BaseCase Windows app; BaseCase iOS App; or BaseCase Android app.

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this End-User License EULA:

Agreement means the contract entered into between Customer and Company for covering the provision of the BaseCase Platform.

Application means the software program provided by the Company downloaded by Customer to a Device, named BaseCase Windows app; BaseCase iOS App; or BaseCase Android app.

Company (referred to as either "the Company", "We", "Us" or "Our" in this EULA) refers to Certara USA, Inc.

Customer means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.

Device means any device that can access the Application such as a computer.

Third-Party Services means any services or content (including data, information, applications, and other products services) provided by a third-party that may be displayed, included, or made available by the Application.

Acknowledgment

By using the Application, Customer agrees to be bound by the terms and conditions of this EULA. If Customer does not agree to the terms of this EULA, do not use the Application.

This EULA is a legal document between Customer and the Company and it governs Customer’s use of the Application made available to Customer by the Company. This EULA and use of the Application.

The Application is licensed, not sold, to Customer by the Company for use strictly in accordance with the terms of this EULA.

License

Scope of License

Provided that Company subscribes to the BaseCase Platform pursuant to the Agreement, the Company grants Customer a revocable, non-exclusive, non-transferable, limited license to download, install and use the Application strictly in accordance with the terms of this EULA.

The license that is granted to Customer by the Company is solely for Customer’s personal, non-commercial purposes strictly in accordance with the terms of this EULA.

Third-Party Services

The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.

Customer acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to Customer or any other person or entity for any Third-party Services.

Customer must comply with applicable Third parties' Terms of EULA when using the Application. Third-party Services and links thereto are provided solely as a convenience to Customer and Customer access and use them entirely at Customer’s own risk and subject to such third parties' Terms and conditions.

Term and Termination

This EULA shall remain in effect as long as the Customer subscribes to the BaseCase Platform. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this EULA with or without prior notice.

This EULA will terminate immediately, without prior notice from the Company, in the event that Customer fail to comply with any provision of this EULA. Customer may also terminate this EULA by deleting the Application and all copies thereof from Customer’s Device or from Customer’s computer.

Upon termination of this EULA, Customer shall cease all use of the Application and delete all copies of the Application from Customer’s Device.

Termination of this EULA will not limit any of the Company's rights or remedies at law or in equity in case of breach by Customer (during the term of this EULA) of any of Customer’s obligations under the present EULA.

Indemnification

Customer agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of Customer’s: (a) use of the Application; (b) violation of this EULA or any law or regulation; or (c) violation of any right of a third party.

No Warranties

The Application is provided to Customer "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet Customer’s requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to Customer. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company shall be solely responsible for such warranty.

Limitation of Liability

Notwithstanding any damages that Customer might incur, the entire liability of the Company and any of its suppliers under any provision of this EULA and Customer’s exclusive remedy for all of the foregoing shall be limited to the amount actually paid by Customer for the Application or $100.00.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, consequential, or other indirect damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this EULA), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to Customer.

Severability

If any provision of this EULA is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this EULA shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

Product Claims

The Company does not make any warranties concerning the Application.

United States Legal Compliance

Customer represent and warrant that (i) Customer are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) Customer are not listed on any United States government list of prohibited or restricted parties.

Changes to this EULA

The Company reserves the right, at its sole discretion, to modify or replace this EULA at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company.

By continuing to access or use the Application after any revisions become effective, Customer agree to be bound by the revised terms. If Customer do not agree to the new terms, Customer are no longer authorized to use the Application.

Governing Law

The laws of the State of Delaware, excluding its conflicts of law rules, shall govern this EULA and Customer’s use of the Application. Customer’s use of the Application may also be subject to other local, state, national, or international laws.

Entire EULA

The EULA constitutes the entire EULA between Customer and the Company regarding Customer’s use of the Application and supersedes all prior and contemporaneous written or oral agreements between Customer and the Company.

Customer may be subject to additional terms and conditions that apply when Customer use or purchase other Company's services, which the Company will provide to Customer at the time of such use or purchase.