You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Customer is an entity, this Agreement and each "Order Form " is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement. Please note that we may modify this Agreement as further described in the amendments section below, so you should make sure to check this page from time to time.
The terms used throughout this Agreement are capitalized and defined below.
B. "Authorized User" mean any employee or contractor affiliated with Customer who is authorized in accordance with Section 4.1 to access and use the Hosted System. An Authorized User is required to:
C. “Confidential Information” means any business or technical information of Company or Customer, including but not limited to any information related to Company or Customer’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how, that is disclosed in writing and is designated by the disclosing party as confidential at the time of the disclosure. If the information is orally disclosed, this information will be summarized in writing within XXX days of such disclosure. All Customer Data is Confidential Information, except where specifically excluded below in [Section]
Confidential Information does not include information that is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party, is rightfully known to the receiving party at the time of disclosure without an obligation of confidentiality, is independently developed by the receiving party without use of the disclosing party’s Confidential Information, the receiving party rightfully obtains from a third party without restrictions on use or disclosure; or is disclosed with prior written approval of the disclosing party .
D. "Customer" refers to organizational entity, but also includes all employees, agents, and independent contractors of Customer.
E. "Customer Data" means Customer and/or third-party data, including, without limitation, electronic data capture clinical trial data, uploaded to, stored in, or processed by the Hosted Applications.
F. "Hosted Applications" mean the Curebase and/or third-party software applications utilized on the platform.
G. "Hosted System" means, collectively, the Hosted Applications and the Services.
H. "Intellectual Property Rights" means patent rights, copyrights, trade secrets, and any other intellectual property rights recognized in any country or jurisdiction in the world.
I. "Order form" means Curebase’s ordering documentation, study agreement, or online sign-up subscription flow that references this agreement.
J. "Paid Services" mean additional, subscription-based services.
K. "Personal Information" means information that identifies a Customer or Authorized User personally, either alone or in combination with other information means.
L. "Potential User" mean any employee or contractor affiliated with Customer who desires to access and use the Hosted System.
M. "Services" means the ongoing hosting and management services that Curebase will perform to host and manage and enable Customer to access and use the Hosted Applications.
N. "Sites" mean a clinical trial site. A clinical trial site is the location where a subject or patient is seen by the Clinical Trial Sites . In Curebase, the site is used to separate subjects/patients by the Investigator and other staff that have responsibility for the data associated with those subjects/patients. A site can have multiple responsible users but those users assigned to the site will have the same rights, based on their role, to all subjects/patients assigned to that site. Only sites in the production study are counted toward the plan limit.
O. "Website" means the www.curebase.com Website.
Exclusions: Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (b) is rightfully known to the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure; or (e) is disclosed with the prior written approval of the disclosing party.
General Use and Disclosure Restrictions: Each party will not use the other party's Confidential Information except as expressly permitted within these Terms and will not disclose such Confidential Information to any third party, except to employees and consultants who have a bona fide need to know such Confidential Information. However, Curebase may disclose Confidential Information of the Customer: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the disclosing party gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors.
Permitted Analytical and Knowledge Base Uses: Curebase may use Customer data for analytical purposes, including to improve and enhance the Hosted Services technology and to generate statistical information. Curebase may make such analytical and statistical information available to third parties, but only on a de-identified or aggregated basis. You hereby grant Curebase the following perpetual, non-exclusive, irrevocable, paid-up, royalty free, worldwide licenses: (a) the license, with right to sub-license to Curebase’s service providers, to reproduce, internally distribute, internally display, create derivative works of, and use your data for the analytical purposes described above and to generate aggregated or de-identified (anonymized) data; and (b) the license, with right to sub-license, to make, have made, sell, offer for sale, use, import, reproduce, distribute, display, perform, and make derivative works of aggregated or anonymized data.
You agree not to use the Website Content or any service the Company provides in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes our policies, guidelines, rules or the terms and conditions of this Agreement. This includes but is not limited to the following. You will not post or transmit a message or information under a false identity for the purpose of misleading others or impersonating any entity, including, without limitation, any Company representative; engage in unauthorized use of a credit card; post or transmit information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or abusive to any person; post or transmit information that infringes or violates any of the intellectual property rights of others or the privacy or proprietary rights of others; attempt to disrupt the operation of our business through use of methods, including, but not limited to: viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding, spamming or any other similar programs that may damage the operation of another’s computing device or property; upload or transmit any unsolicited advertising, promotional materials, junk mail, spam, or any other form of solicitation, commercial or otherwise; use any of our tools and services in any manner that could damage, disable or impair our services or networks; attempt to gain unauthorized access to any user or Customer Accounts, or computer systems or networks, through hacking, password mining or any other means; use any robot, scraper or other automated or manual means to access any aspect of our website or equipment for any purpose; harvest or otherwise collect information about others, including names, addresses, or e-mail addresses; modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Website, or assist any other person or entity in doing so.
You are responsible for maintaining the confidentiality of your Customer Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Customer Account or any other breach of security. Company is not liable for any loss or damage arising from your failure to comply with the above requirements regarding your Customer Account.
Authorized Users: Customer will require each affiliated employee or contractor ("Potential User") who desires to access and use the Website and Hosted Systems to complete Customer's registration process. Customer will issue passwords or access codes only to a Potential User who has completed Customer's registration process . In addition to the foregoing, Customer will ensure that each Potential User that desires to access and use the Hosted System assents to these Terms, which will be displayed on initial Hosted System sign-on. Each such Potential User who assents to Curebase’s terms of services is thereafter deemed to be an "Authorized User".
By using the Hosted System, Authorized User represents and warrants that it meets all the requirements listed above, and that Customer will not use the Hosted System in a way that violates any laws or regulations. Curebase may refuse service, close accounts of any users, and change eligibility requirements at any time.
Enforcement: Customer will use (and will ensure that Authorized Users use) the Hosted System exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others . Customer will promptly notify Curebase of any suspected or alleged violation of the terms and conditions of this Agreement and will cooperate with Curebase with respect to: (a) investigation by Curebase of any suspected or alleged violation of this Agreement and (b) any action by Curebase to enforce the terms and conditions of this Agreement.
Restrictions: Customer will not attempt to interfere with or disrupt the Hosted System or attempt to gain access to any systems or networks that connect thereto. Customer will not: (a) copy, modify or distribute any portion of the Hosted System; or (b) rent, lease, resell or provide access to the Hosted System on a time-share or service bureau basis; or (c) transfer any of its rights hereunder.
Licenses: For the avoidance of doubt, Curebase is not responsible for providing medical coding, or any other licenses which may or may not be required, including, but not limited to WHO, MedDRA, or other standardized codes for medications and adverse events.
Telecommunications and Internet Services: Customer acknowledges and agrees that Customer's use of the Hosted System is dependent upon access to telecommunications and Internet services. Customer will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Hosted System, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Curebase will not be responsible for any loss or corruption of data, lost communications, or any other loss, damage or performance limitation of any kind arising from any such telecommunications and Internet services. Curebase will not be liable for any interruption of service or access related to a failure or disruption of internet server or connection, whether affecting Customer, or Curebase.
Cooperation: Customer will at all times provide Curebase with good faith cooperation and assistance as may be reasonably required by Curebase to perform the Installation Services and the Hosting and Management Services.
Performance of Services: Subject to Customer's compliance with the terms and conditions contained in the Agreement, Curebase will perform the Hosting and Management Services in accordance with these Terms.
Limits: Usage limits and pricing that apply to you will be specified in your "Order form ", this agreement, or at time of subscription plan purchase online. If we make modifications to the limits or pricing, these modifications will not apply to you until the start of your next renewal period. Upon renewal, the current product usage limits and pricing will apply to your subscription, unless a new agreement is entered into before current subscription renewal date.
Modifications: We modify the Subscription Service from time to time, including by adding or adjusting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Subscription Term. We might provide some or all elements of the Subscription Service through third party service providers.
Additional modifications: Curebase reserves the right to modify or replace this Agreement at any time and in Curebase’s sole discretion. Curebase will indicate at the bottom of this Agreement the date such document was last updated. Curebase will post the revised version on the website or make such modified or new Agreement available through the website or such other methods as determined by Curebase. Any modifications or replaced terms will be effective following your renewal of this Agreement. Your continued use of the Curebase Hosting and Management Services or renewal of this Agreement following the posting or availability of any changes to this Agreement will constitute your acceptance of such change.
Obligations Upon Expiration or Termination: Upon expiration or termination of this Agreement: (a) Customer's right to access and use the Hosted Applications will immediately terminate; (b) each party will promptly transfer to the other party or, at such other party's request, destroy, any Confidential Information of the other party, including all copies and portions thereof, and provide such party with an officer's written statement certifying to its compliance with the foregoing; and (c) Customer will, within thirty (30) days of receipt of Curebase’s invoice, pay any and all fees accrued by Curebase as of the effective date of expiration or termination.
Disposition of Customer Data : Upon the expiration or any termination of this Agreement, Curebase will have the right to destroy or otherwise dispose of any Customer Data in its possession unless Curebase receives, no later than ten (10) days after the effective date of such expiration or termination, a written request for the data transfer or delivery to Customer of the Customer Data as described below:
A. Data Transfer: Upon termination, Curebase will offer to Customer to export some or all Customer Data into an agreed format. Customer Data is stored in hosted databases in a specific format, and will require processing to export, map and translate into the desired format. Curebase will provide Customer with a statement of work detailing tasks, effort level and associated fees, at Curebase’s standard rates, for exporting some or all of Customer's data. If Customer has paid fees to Curebase for extracting tools, such as CDISC or SAS, then Customer can choose to perform their own data exports with no additional fees prior to termination.
B. Timing of Data Transfer: Curebase will use all reasonable efforts to deliver the data to Customer within thirty (30) days of its receipt of such a written request. Customer will pay all reasonable expenses incurred by Curebase in transferring Customer Data to Customer.
Nature of Content: The Website Content is educational and informational in nature and is provided only as general information and is not medical or psychological advice, opinion, diagnosis, treatment or guarantee. The Website is not intended to create and does not constitute any professional relationship between Company (or any of its officers, directors, trustees, employees, consultants, independent contractors, bloggers, experts, agents, volunteers, affiliates, or agents) and you, and does not create any doctor-patient or any other professional relationship with any of the Company’s independent contractors, experts or agents. The Website is not intended to solicit clients or patients; and should not be relied upon as medical, psychological, or other professional advice of any kind or nature whatsoever. Even if those providing information via the Website display professional licensure or other credentials in the healing arts, or cite clinical trials or other medical literature, they are limited to providing information and education, and are not providing any clinical service via the Website. The information provided through the Website should not be used for diagnosing or treating a health problem or disease. The information contained in these communications is not comprehensive and does not include all the potential information regarding the subject matter, but is merely intended to serve as one resource for general and educational purposes.
Information Regarding Dietary Supplements: Information and statements regarding dietary and other health care supplements have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease. You should read carefully all product packaging prior to use and consult with your health care professionals.
Company Is Not a Medical Provider and Does Not Provide Medical Advice: Any and all content stated or posted on the Website or available through any service or product is not intended to be, and must not be taken to be, the practice of medicine, psychology, chiropractic, or the provision of medical, psychological/mental health, or chiropractic care or any other professional healthcare. The information provided on this Website is not a substitute for medical diagnosis, advice, or treatment, or other professional healthcare. If you have or suspect you may have a medical or psychological problem, you should consult your medical doctor or psychologist or appropriate healthcare provider. If you think you have a medical emergency, call 911 immediately. Never disregard or delay medical advice received from your licensed healthcare provider based on information on the Website. Always consult your physician, psychologist, or licensed healthcare provider before seeking any new treatment, or before you alter, suspend, or initiate any change in your medical or psychological treatment, medication or herbal supplement, routine, or procedure.
If you are in crisis, reach out for help to a crisis help line. A list of crisis help lines and service providers can be found in your phone book, or contact any of the organizations listed below: National Suicide Hotline 800-273-TALK (800-273-8255); National Domestic Violence Hotline 800-799-SAFE (800-799-7233); National Child Abuse Hotline 800-4-A-CHILD (800-422-4453). While we provide online services, we do not have a 24-hour hotline for medical emergencies; nor do we handle requests in crisis situations, such as if you are feeling suicidal or in need of immediate assistance due to emotional crisis. If you are in crisis, contact one of the above organizations or another resource of your choice. If you need help finding mental health services and support in your community contact an appropriate organization, such as for example: National Mental Health Association Information Center: nmha.org. Company is only providing informational and educational self-help resources to you.
Testimonials and Endorsements: Consumers generally may not be expected to achieve the same or similar results as others who have used our services and who have subsequently written or recorded video testimonials and endorsements. We post testimonials for informational purposes only; we do not claim that anyone will experience the same or similar results as mentioned in these writings or videos. Nor do we claim that a significant number of consumers may obtain similar results. Results experienced by any one individual who has written a testimonial or endorsement, is not necessarily what any given consumer should expect to experience. Any information that could be regarded as a testimonial or endorsement on the Website does not constitute a guarantee, warranty, or prediction by us regarding the outcome of any past, ongoing, or future conversation or interaction with you.
No Guarantee or Warranty: We expressly disclaim and all liability concerning any treatment or action by any person following the information offered or provided within or through the Website or through us or through anyone using the Website or trained by us. We are not liable for any unfair business practices by third parties.
We have used reasonable efforts in collecting, preparing, and providing quality information and material but make no guarantee about the accuracy, completely, or adequacy of the Website Content. The Website is provided on an “as is” and “as available” basis. We do not provide any express warranties or representations. To the fullest extent permissible under applicable law, we disclaim any and all implied warranties and representations of any kind, whether express or implied, or statutory, including, without limitation, any warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement. If you are dissatisfied or harmed by anything relating to the Website, you may leave the Website and this will be your sole and exclusive remedy. We (and out suppliers) make no warranty that the Website will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. If applicable law requires any warranties regarding the Website, we limit all such warranties to thirty (30) days from the date of first use. Some jurisdictions do not allow exclusion of implied warranties or limitations on their duration so the foregoing sentence may not apply to use.
We do not guarantee that any person’s use of the Website is the appropriate course of treatment for any individual’s particular health care problem. Communications on or through the Website do not create client-professional relationships and are not the subject of any associated privileges or confidentiality protections.
No Legal Claims, Warranties or Advice: The Website neither offers nor constitutes legal advice or counsel. The Company makes no claims, guarantees, or warranties with respect to rights or obligations any individual may have with respect to federal or state or other laws or regulations. We do not provide any legal representation or certification that any given individual has any given right or obligation under relevant laws. We cannot guarantee that private individuals or governmental entities will agree with any position that any user of this Website may take. There is no guarantee that any third party will accord the user any right or courtesy. Please also see Limitation of Liability, below.
No Credentialing: To the extent the Website lists consultants (“Practitioners”), we are merely a directory and do not certify or credential Practitioners and shall not be liable for certifying or credentialing Practitioners. We make no representations or warranties about any Practitioner, nor do we have any responsibility over, or for supervising, any outside clinical practice such Practitioner may operate. We do not screen, perform background checks, confirm the qualifications, evaluate, or endorse any Practitioner. The inclusion of a list of Practitioners on the Website does not imply recommendation, referral or endorsement of such Practitioner nor is such information intended as a tool for verifying the credentials, qualifications, or abilities of any Practitioner contained therein; nor do we offer any guarantee, testimonial, endorsement, or validation of credentials of or services provided by the same.
We may receive a fee from Practitioners for use of our platform and technology and various other services. However, this does not imply endorsement of a particular Practitioner. We will not be liable for claims for negligent credentialing or negligent supervision of, or for negligence by, any such Practitioner. Any opinions, advice, or information expressed by any person are those of that person and do not reflect our opinions. We do not recommend or endorse any Practitioner that may be mentioned on the Website. We do not make any treatment decisions.
You understand that it is your responsibility to check the certification and/or licensing of any healthcare practitioner involved in your care. Our role is strictly limited to providing access to information for your consideration. You assume all risk of pursuing any course of action following receipt of information by any party. While we make efforts to verify that Practitioners have the background they claim they have, we cannot warrant or guarantee their accuracy. We are not liable for any loss or damages caused by your reliance on any Website Content including Practitioner profiles.
Notwithstanding the above, our sole liability for any reason to you, and your sole and exclusive remedy for any cause or claim whatsoever, shall be limited to the amount paid by you for any product or service purchased by you from us through the Website or through any other website or source; provided, that any claims arising out of or in connection with your use of the Website must be brought within one (1) year since the event giving rise to such action occurred. You understand and agree that your use of the Website is predicated upon your waiver of any right to participate in a class action suit for any losses or damages resulting from your use of the Website.
You understand, acknowledge, and freely assume all risks, including psychological and emotional risks (whether or not foreseeable to us or you), relating to your access to and activities with respect to the Website and Website Content, or relating to any activity, information, or service, provided by us or any of our agents or employees or agents. You assume personal responsibility for any injury or harm of any kind (including, but not limited to, psychological or emotional injuries), illness, damage, loss, claim, liability or expense, of any kind or nature, that your person or property may suffer arising out of or in connection with the Website or Website Content or use therein.
You recognize and confirm that in the event you incur any damages, losses or injuries that arise out of Company's acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any website, property, product, program, other owned or controlled by Company, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of any Company website, property, product, program, other content or any and all activities or actions related thereto. By accessing this Website, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected. In accordance with such waiver, if you are a California resident, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of section 1542 of the civil code of California, and any similar law of any state or territory, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
If Company believes, in its sole discretion, that any funds were earned under suspicious circumstances or that funds were derived from a suspect account, Company will continue to investigate the situation until an adequate resolution has been reached, as determined by us, and which may require the involvement of certain third parties, including any applicable credit card company. Company will make commercially reasonable efforts not to exceed a ninety-day (90) hold on your account as we and/or a third-party investigate.
Special Terms Applicable to Practitioners
Copyright: Except as otherwise expressly stated, all Website Content is the copyrighted work of the Company or its third-party content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Website Content is also the exclusive property of the Company and is protected by U.S. and international copyright laws.
If you believe that any Website Content on this Website violates or infringes upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2), please notify us immediately at tou@[insert company website] with all specifics necessary for us to consider and respond to your complaint. You may be asked to provide additional information and follow additional procedures for us to act on your complaint. Specifically, you will be asked to provide the Company's copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. We have a policy of terminating the Customer Accounts of Customers who (in our reasonable discretion) are violators of infringement. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
Trademarks and Service Marks: Certain trademarks on the Website are the service marks and trademarks of the Company, the Practitioners, or other licensees of the Company. The domain name for this Website, all page headers, graphics, and button icons are service marks, trademarks, logos, and/or trade dress of the Company. In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or other logos from this Website without the prior written authorization of the Company.
No Statement as to Accuracy: The Company has no editorial control or responsibility over the content included in the Website provided by third-party content providers. Therefore, any opinions, statements, products, services or other information expressed or made available by third party suppliers or Customers on this Website are those of such third-party suppliers or Customers, respectively. The Company does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party.
CAN-SPAM ACT Compliance: We are committed to being compliant with the "Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003" ("CAN-SPAM Act"), and email newsletters and correspondence received from us are intended to fully comply with the CAN-SPAM Act. In the event you receive an email from us that you do not believe is fully compliant with the CAN-SPAM Act, please contact us immediately at tou@[insert company website ]. You can click to unsubscribe or opt-out of email communications from Company at any time or reply by typing "unsubscribe" in e-mails you receive from us. It is important to note that you cannot opt-out from receiving all communications from us if you wish to subscribe to our service. If you opt-out or unsubscribe from all email from the Company while remaining a registered user or Customer, you will become ineligible for receipt of and use of our services.
Export: You agree that our services are subject to U.S. export controls and agree that you will comply with the same, and represent that you are neither located in a sanctioned country nor a prohibited person. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
General: The performance of Company hereunder is subject to interruption and delay due to causes beyond its reasonable control including acts of God, acts of government, war, civil disorder, fire, power failure, equipment failure, labor dispute, inability to obtain necessary supplies, and the like. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, it shall be deemed omitted and the remaining provisions shall continue in full force and effect. This Agreement may be modified only in writing authorized by Company. Company's waiver of any right shall not constitute a waiver of that or any other right in the future.
Survival: Notwithstanding any provision in this Agreement to the contrary, the following provisions shall survive termination or expiration of the Agreement: Disclaimer; Limitation of Liability; Assumption of Risks; Indemnification; Intellectual Property; Third-Party Content; Miscellaneous Terms.
Address: 340 S LEMON AVE #3356
WALNUT, CA 91789
If you have any security concerns, please email our Head of Information Security at: firstname.lastname@example.org