End User License Agreement Forge

Forge is an application for authoring conformance resources in HL7® FHIR®. Forge is offered by the company Firely B.V. (“Firely”) registered by the Dutch chamber of commerce with registration number 63711605. Please read this End User License Agreement (EULA) carefully, as it sets out the terms and conditions upon which we license Forge for use.

When you obtain your applicable license on the website, you agree to be bound by the terms and conditions of this EULA. To be sure with your agreement, this EULA will be handed over again before you can install Forge.

Article 1. Use of the software

1.1. To use Forge, you first need to register an account (the “Account”) on www.simplifier.net (the “Website”). Use of the Website can be subject to additional terms and conditions which will be provided to you during the registration process.

1.2. After completing the registration procedure, you can download Forge on your computer directly via the Website and install Forge on your device. Forge however can only be installed when certain system requirements are met. You are yourself responsible to check these requirements before you obtain a license for the software.

1.3. Firely will actively monitor if you have a valid license to use Forge. In order to verify your license, you will be required to log in to your Account after installing Forge. For this purpose, a connection with the internet is required. You may not be able to use Forge without an internet connection for prolonged periods.

1.4. You must secure access to your Account by protecting the username and password against third parties. In particular you must keep the password strictly confidential. Firely may assume that all actions undertaken from your Account after logging in with your username and password are authorized and supervised by you. This means you are liable for these actions, unless and until you have notified Firely that someone else knows your password.

1.5. When you make use of Forge, Firely may processes certain personal data to monitor the validity and status of your license. Please consult the privacy statement of Firely for more information. You can find the privacy statement on the Website.

Article 2. Grant of license

2.1. All intellectual property rights pertaining to Forge and related materials provided by Firely are vested exclusively in Firely. Nothing in this EULA shall be constructed as to transfer any intellectual property rights.

2.2. Notwithstanding the provision above, Firely hereby grants you a revocable license for non-commercial use of Forge under the terms and conditions laid down in this EULA. This non-commercial license will only be valid for the term of this EULA.

2.3. Commercial use of Forge requires a paid license which can be obtained via the Website. Any paid license will only be valid for the duration indicated on the Website, or for the duration of one (1) year if the Website does not indicate the license term.

2.4. Commercial use shall mean the use of Forge in any manner that is primarily intended for or directed toward commercial advantage or private monetary compensation. This also includes the use of Forge for a non-profit organization. Non-commercial use shall mean any use that is considered not to be commercial use. Whether there is commercial or non-commercial use will be decided on the discretion of Firely.

2.5. Unless explicitly indicated otherwise, any license granted by Firely shall be non-exclusive, non-transferrable and non-sublicensable. You are only allowed to install Forge on one device for personal use.

2.6. You are explicitly not allowed to (i) make copies of Forge in any manner that falls outside the scope of this EULA except to the extent permitted by mandatory law, (ii) sublicense and distribute or otherwise make available Forge to third parties, (iii) modify Forge in any way, or to remove or modify any designations regarding the intellectual property rights of Firely or its licensors, or (iv) reverse engineer, decompile or otherwise attempt to derive the source code from Forge, except to the extent permitted by mandatory law.

2.7. Firely preserves the right to take technical measures in order to protect Forge against unlawful or unauthorized use. If such measures are taken by Firely, you are not allowed to circumvent or remove the measures taken.

2.8. Firely has the right to perform an audit to verify your compliance with this article 2. The audit will be performed by an independent third party which is bound to confidentiality. The costs of the audit shall be borne by Firely, unless the report of the auditor reveals that you did not comply with the provisions contained in this article 2. You are obliged to provide all information which is reasonably requested by the auditor and to provide all assistance reasonably required for the performance of the audit at your own expense.

2.9. Firely is entitled to demand a compensation for the loss of revenue if you obtained a license for non-commercial use but your use of Forge is considered to be commercial use.

Article 3. Terms of use

3.1. You are solely responsible for the use of Forge and other materials provided by Firely. You are explicitly not allowed to use Forge or other materials in any manner or for any purpose that violates Dutch or other applicable laws or regulations.

3.2. If Firely observes or is notified by a third party of any (presumed) unlawful or unauthorized use of Forge or other materials provided to you, Firely has the right to take all reasonable measures to stop the (presumed) unlawful or unauthorized use. Firely is not liable for damages resulting therefrom.

3.3. You hereby indemnify and hold Firely, its subsidiaries, affiliates, officers and employees, harmless from any liabilities, claims, expenses or demands, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of: a. your use or misuse of Forge; b. any violation of applicable laws and regulations; c. any violation of the terms and conditions set forth in this EULA.

Article 4. Updates and upgrades

4.1. Firely may regularly update or upgrade Forge in order to resolve technical errors, add new functionalities or to improve performance in general. Your feedback and suggestions are welcome, but Firely makes the final decision on whether or not it will implement any changes.

4.2. Forge will automatically alert you if updates or upgrades are available, but needs an active internet connection to check for new versions. Updates and upgrades are only installed with your separate consent. You cannot hold Firely liable for damage caused by bugs that are resolved in an update or upgrade you did not install.

4.3. Updated and upgraded versions of Forge may be subject to additional or amended terms and condition. In such event, you must accept the supplemented or amended version of the EULA before you install the update or upgrade.

4.4. In case of questions about Forge, you can contact us in the manner described on the Website. We will try to answer your questions in as short a time as possible.

Article 5. Limitation of liability

5.1. Except in case of intentional misconduct or gross negligence the liability of Firely as a result of an attributable failure to comply with its obligations, an unlawful act or on any other ground, shall on a yearly basis (regardless of the number of events) be limited to the amount you paid to Firely in the year the damage occurred.

5.2. Firely in no event is liable for indirect damages. For the purpose of this EULA, indirect damage shall mean: lost profits, missed savings or damages as a result of business interruption, loss of goodwill and data loss.

5.3. In case of force majeure Firely is never required to compensate damages suffered by you. Force majeure includes among others disruptions or unavailability of the internet, telecommunication infrastructure, power interruptions, riots, traffic jams, strikes, company disruptions, interruptions in supply, fires and floods, malware attacks or other malicious software, network attacks (including DDos attacks), war, mobilization, import and export obstructions and terrorist attacks.

5.4. Damages may only be claimed if reported in writing to Firely at most two months after discovery.

Article 6. Term and termination

6.1. This EULA enters into force as soon as you have accepted this EULA. This EULA applies to all your use of the software.

6.2. This EULA will terminate automatically when you stop using Forge in full and if you: a. cease all use of Forge; b. permanently delete all copies of Forge from the computer on which it has been installed.

6.3. Firely has the right to terminate the EULA at any moment with a notice period of three (3) months. Any prepaid license fees will be reimbursed pro rata.

6.4. Firely may suspend or terminate this EULA with immediate effect by providing a written notice to you in the event that: a. you apply for suspension of payments, a petition for bankruptcy has been filed, or your business is dissolved or terminated; b. you fail to comply with your obligations under this EULA; c. Firely has a good reason to believe that you will not comply with your obligations under this EULA; or d. you have not used Forge in twelve (12) months after the first log in. In such event, Firely shall first send a reminder to the e-mail address connected to your Account.

Article 7. Miscellaneous provisions

7.1. Dutch law applies to this EULA.

7.2. Except to the extent determined otherwise by mandatory applicable law all disputes arising in connection with Forge shall be brought before the competent Dutch court for the principal place of business of Firely.

7.3. For any clause in this EULA that demand that a statement must be done “in writing” to be legally valid, a statement by e-mail or communication through Forge shall be sufficient provided with sufficient certainty the authenticity of the sender can be established and the integrity of the statement has not been compromised.

7.4. The version of any communication of information as recorded by Firely shall be deemed to be authentic, unless you supply proof to the contrary.

7.5. In case any part of this EULA is declared legally invalid, this shall not affect the validity of the entire EULA. The parties shall in such an event agree on one or more replacement provisions that approximate the original intent of the invalid provision(s) within the limits of the law.

7.6. Firely is entitled to transfer its rights and obligations under this EULA to a third party as part of an acquisition of Forge or the associated business activities.