This Agreement was last revised on October 02, 2017.
By placing an order or using or accessing any ClinCapture service or related service, you agree to all the terms and conditions of this Terms of Service ("Terms") with Clinovo Inc dba ClinCapture, a Delaware corporation hereinafter referred as ("ClinCapture", "we", "us", "our") for good and valuable consideration, you ("Customer") hereby agree to be bound by these Terms. 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
As a convention, defined terms are capitalized and are defined in Definitions (section 12) below.
HOSTING AND MANAGEMENT SERVICES
In order to use ClinCapture's Services, an Authorized User must:
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. ClinCapture may refuse service, close accounts of any users, and change eligibility requirements at any time.
Customers can increase the number of "sites" and/or add additional features, "Paid Services", to their accounts for a fee. When limits are reached, invoices will be automatically increased accordingly beginning with the next invoice.
In order to avoid additional charges, you should purchase the appropriate tier of subscription service for your anticipated needs. We will monitor or audit remotely the number of "sites" in the subscription services. If you exceed your Maximum number of "sites" in your subscription period, then your subscription fee will increase immediately up to the tier price (as set forth on our current price list) with corresponds with the maximum number of "sites" from your current usage. This process will continue during the subscription term. We determine the number of "sites", as described in our section 12. Once increased, your subscription fee will not decrease, even if there is subsequent reduction in the number of "sites".
As between ClinCapture and Customer, only ClinCapture shall be deemed to own all right, title and interest in and to the Hosted System and any software programs, tools, specifications, ideas, concepts, know-how, processes and techniques used by ClinCapture or its employees or subcontractors in connection with performing the Hosting and Management Services, including all Intellectual Property Rights therein. Nothing in these Terms shall constitute a license or transfer any rights to any of the Intellectual Property contained in the Hosted System to Customer. Nothing in these Terms will be deemed to prohibit or limit ClinCapture's right to perform similar services for any other party during or after the term of this Agreement.
Customer agrees to defend, indemnify and hold harmless (including payment of reasonable attorneys' fees) ClinCapture from and against all liability to third parties based on claims for any reason related to this agreement or use by Customer of ClinCapture Services.
LIMITATION OF LIABILITY
"Authorized Access" means an Authorized User's use of the Hosted System in accordance with ClinCapture's terms of service.
"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.
"Customer" refers to organizational entity, but also includes all employees, agents, and independent contractors of Customer.
"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.
"Hosted Applications" mean the ClinCapture and/or third party software applications utilized on the platform.
"Hosted System" means, collectively, the Hosted Applications and the Services.
"Intellectual Property Rights" means patent rights, copyrights, trade secrets, and any other intellectual property rights recognized in any country or jurisdiction in the world.
"Order form" means ClinCapture's ordering documentation, study agreement, or online sign-up subscription flow that references this agreement.
"Paid Services" mean additional, subscription-based services.
"Personal Information" means information that identifies a Customer or Authorized User personally, either alone or in combination with other information means.
"Potential User" mean any employee or contractor affiliated with Customer who desires to access and use the Hosted System.
"Services" means the ongoing hosting and management services that ClinCapture will perform to host and manage and enable Customer to access and use the Hosted Applications.
"Sites" mean a clinical trial site. A clinical trial site is the location where a subject or patient is seen by the Investigator. In ClinCapture 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.
"Website" means the www.clincapture.com Website.
The following lists one or more of the Hosted Applications that Customer has signed up for. The descriptions below are for summary understanding purposes only. Some applications and modules may not be available to Customer, depending on which service package Customer has selected.
CONDITIONS OF USE, POLICIES, AND REVISIONS
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