Common use of Platform Services Clause in Contracts

Platform Services. 3.1. Ayda shall make the Platform available for use by the Customer’s Authorised Users during the Term, on and subject to these Terms. 3.2. Xxxx shall have the right to reject any Customer Data for inclusion on the Platform, if, in Xxxx’s reasonable opinion, such Customer Data does not comply with any Applicable Laws and/or could, in Xxxx’s reasonable opinion, adversely affect Xxxx’s reputation. However, Xxxx shall be under no obligation to review any Customer Data for accuracy, completeness, appropriateness or lawfulness. 3.3. The Customer acknowledges that Xxxx does not participate in any research projects involving Participants and is not a party to any arrangements or agreements the Customer concludes with such Participants, even if such arrangements or agreements are made via the Platform. In the event of any complaints or disputes between the Customer and any Participant, Ayda shall use reasonable endeavours to assist the Customer, but Ayda shall be under no obligation to participate in any dispute resolution process or proceedings between the Customer and any Participant. 3.4. Ayda shall use reasonable endeavours to make the Platform available 24 hours a day, 7 days a week, except for: (i) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and (ii) unscheduled maintenance performed outside of Normal Business Hours. Ayda will use reasonable endeavours to give the Customer at least 3 Normal Business Hours’ notice in advance of any unscheduled maintenance. 3.5. The Customer acknowledges that the Platform is made available via the internet and as a result, the availability thereof may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently, the Customer acknowledges and agrees that Xxxx: (i) does not warrant that the Authorised User’s use of the Platform will be uninterrupted or error-free; and (ii) will not be liable for any delays, delivery failures, any failure of the Authorised User’s equipment, or any loss or damage resulting from the transfer of data over communications networks and facilities. 3.6. Ayda shall have the right to make any changes to the functionality of the Platform from time to time, including: (i) to address its users’ and participants’ needs; (ii) to comply with any Applicable Laws; and/or (i) changes that do not materially adversely affect the nature or quality of the Platform, including any updates, upgrades and new releases of the software underlying the Platform. 3.7. Ayda shall provide the Customer, its Authorised Users and Participants with Xxxx’s technical support services during Normal Business Hours in accordance with Xxxx’s standard support services policy. 3.8. Ayda shall follow its standard archiving procedures for all Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Ayda shall be for Ayda to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Ayda in accordance with its archiving procedures. Xxxx shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- contracted by Ayda to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).

Platform Services. 3.1. Ayda shall make the Platform available for use by the Customer’s Authorised Users during the Term, on and subject to these Terms. 3.2. Xxxx shall have the right to reject any Customer Data for inclusion on the Platform, if, in Xxxx’s reasonable opinion, such Customer Data does not comply with any Applicable Laws and/or could, in Xxxx’s reasonable opinion, adversely affect Xxxx’s reputation. However, Xxxx shall be under no obligation to review any Customer Data for accuracy, completeness, appropriateness or lawfulness. 3.3. The Customer acknowledges that Xxxx does not participate in any research projects involving Participants and is not a party to any arrangements or agreements the Customer concludes with such Participants, even if such arrangements or agreements are made via the Platform. In the event of any complaints or disputes between the Customer and any Participant, Ayda shall use reasonable endeavours to assist the Customer, but Ayda shall be under no obligation to participate in any dispute resolution process or proceedings between the Customer and any Participant. 3.4. Ayda shall use reasonable endeavours to make the Platform available 24 hours a day, 7 days a week, except for: (i) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and (ii) unscheduled maintenance performed outside of Normal Business Hours. Ayda will use reasonable endeavours to give the Customer at least 3 Normal Business Hours’ notice in advance of any unscheduled maintenance. 3.5. The Customer acknowledges that the Platform is made available via the internet and as a result, the availability thereof may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently, the Customer acknowledges and agrees that Xxxx: (i) does not warrant that the Authorised User’s use of the Platform will be uninterrupted or error-free; and (ii) will not be liable for any delays, delivery failures, any failure of the Authorised User’s equipment, or any loss or damage resulting from the transfer of data over communications networks and facilities. 3.6. Ayda shall have the right to make any changes to the functionality of the Platform from time to time, including: (i) to address its users’ and participants’ needs; (ii) to comply with any Applicable Laws; and/or (i) changes that do not materially adversely affect the nature or quality of the Platform, including any updates, upgrades and new releases of the software underlying the Platform. 3.7. Ayda shall provide the Customer, its Authorised Users and Participants with Xxxx’s technical support services during Normal Business Hours in accordance with Xxxx’s standard support services policy. 3.8. Ayda shall follow its standard archiving procedures for all Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Ayda shall be for Ayda to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Ayda in accordance with its archiving procedures. Xxxx shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- contracted by Ayda Xxxx to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).