Version Date: October 11, 2024

WCG Application Terms of Use Agreement

IMPORTANT — READ CAREFULLY:  Welcome to WCG Clinical, Inc.’s (“WCG”) Application (the “Application”).  By using the Application, the user (“You” or “Your”) agree(s) to be bound by and comply with the terms and conditions contained in this agreement (the “Agreement”) and the terms and conditions of the WCG Privacy Policy, which are published at https://www.wcgclinical.com/privacy-policy/, and are incorporated herein by reference.  The WCG Privacy Policy explains how WCG treats Your personal information and protects Your privacy, when You use the Application.  WCG shall be free to use information You provide via the Application pursuant to all applicable laws and regulations.  WCG may change or add terms to this Agreement at any time and at its sole discretion.  By using the Application, You agree to be bound by any such modifications and should therefore periodically visit this page and the Application, and review any updated terms.  If You are dissatisfied with the Application, its content or this Agreement as it may be revised, You agree that Your sole and exclusive remedy is to discontinue using the Application.

1. Application Use Grant

WCG hereby grants to You a personal, non-exclusive right to use the Application for Your internal business purposes, which is provided as part of WCG’s services.

2. Content on the Application

You hereby represent and warrant that You have sufficient rights, and all required third-party consents, permissions, or licenses in and to all content that You submit through the Application or otherwise make available to WCG through use of the Application. You authorize WCG to access and interact with the Application to retrieve and process such content; and You grant WCG a limited, worldwide, royalty-free, non-exclusive, assignable license to copy, host, record, view, reformat, disclose, transmit, display and otherwise use such content as necessary or desired, in each case for the purposes of providing the Applications and as otherwise necessary for WCG to fulfill its obligations and exercise its rights under this Agreement. WCG takes no responsibility for third-party content (including, without limitation, any viruses or other disabling features), nor does WCG have any obligation to monitor the content of such third-party materials. WCG reserves the right at all times to remove or refuse to distribute any content on the Application, such as content which violates the terms of this Agreement. WCG also reserves the right to access, read, preserve, and disclose any content as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of WCG, its users and the public. Failure by WCG to enforce any rights under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by WCG in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances.

3. Confidentiality

You agree and acknowledge that any and all information, documents, data, records, or submissions found or residing on the Application are confidential and proprietary and You will keep all communications, documents, data, records, information, and submissions found on the Application in strict confidence and You will not disclose, publish or otherwise distribute the same to any third party.

4. User Accounts

By using and accessing the Application, You represent and accept that You have been granted the capability by Your organization or the sponsor/CRO contracted with WCG, to access the individual studies and study sites in the Application. Further, You acknowledge your responsibility to ensure that Your credentialing is accurate and suitable to Your role in the study(ies) and that You possess all necessary authorizations and permissions by Your organization to access the Application. In the event that your credentials are incorrect, You agree to immediately notify WCG at [email protected].  In the event that Your authorization or permission to access or use the Application is modified or removed, You shall immediately restrict or cease, as determined by Your organization, Your access to and use of the Application.

If You have the capability to grant Your and/or Your organization’s employees, agents, contractors and other representatives access to individual studies and study sites in the Application, You (and not WCG) will be responsible for ensuring the credentialing for each individual user is accurate and suitable to their role in a study(ies), and for confirming each such person has all necessary authorizations and permissions to be granted such access prior to granting access. Further, You shall be responsible for modifying or removing any grants of Application access, as appropriate and on an ongoing basis (e.g., You shall ensure access is promptly modified as appropriate upon a user’s change in role or conclusion of involvement in a given study). You and Your organization will be solely responsible, legally and otherwise, for all associated acts and omissions, and any harm or loss resulting therefrom, of persons granted access to the Application.

If you have been granted access to the Application, You must use a strong complex password to access Your Application account and, if available, enable additional security to protect Your account such as multifactor-authentication (MFA) protections. You agree that You are responsible for maintaining the confidentiality of passwords associated with Your account.  You agree to: (a) create a strong password that includes a combination of upper and lower case letters, numbers, and special characters; (b) update your password periodically and avoid reusing old password; and (c) enable MFA if available. Only one user is permitted per account.  Unauthorized use of Your password, including use of Your password by anyone other than You, is forbidden. If You become aware of any such unauthorized use of Your password, You agree to immediately change Your password and notify WCG at [email protected].

You shall not authorize or encourage any third party to use the Application in any manner that (a) is not in compliance with good clinical practices; (b) is not in compliance with all applicable laws, rules and regulations; (c) in WCG’s discretion, is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, indecent, fraudulent or inappropriate; (d) violates, plagiarizes or infringes the rights of any third party including, without limitation, copyright, trademark, patent, confidentiality, publicity or any other proprietary right; (e) constitutes or contains false or misleading indications of origin or statements of fact; (f) prevents others from using the Application; (g) redistributes, rebroadcasts, retransmits, reverse-engineers, or otherwise misappropriates the technology or property of WCG, its affiliates, agents, assigns or customers. You will not use the Application for illegal purposes, or to interfere with or disrupt other users of the underlying systems, the Application or supporting network services, which includes, but is not limited to, the hosting infrastructure and/or network equipment. Disruptions include, but are not limited to, distribution of unsolicited advertising or chain letters, phishing attempts, propagation of malware, ransomware, spyware, and viruses, hacking, unauthorized access or attempted unauthorized access, redirecting access, denial of services, and using the network to make unauthorized entry to any other machine accessible via the network.  You will not attempt to gain access to our computer system, intercept information or engage in any other unauthorized use of computer systems or engage in any form of cyber-attack or exploitation of system vulnerabilities.

WCG reserves the right to immediately disable any account found in violation of this Agreement and to take appropriate action for any such violations deemed necessary by WCG, in its sole discretion.

5. Monitoring

WCG reserves the right to log, review, and otherwise examine any usage or information stored on or passing through our networks or systems.  WCG reserves the right, but shall have no obligation, to investigate Your use of the Application in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.

6. Account Inactivity

After a period of inactivity, WCG reserves the right to disable or terminate any user’s account. 

7. Intellectual Property Rights

WCG owns and retains exclusive ownership and rights to all source code, programming, forms, formatting, design, processes and other intellectual property utilized in the development and ongoing operation of the Application, including but not limited to all trademarks and service marks of WCG, branding, logos and domain names. You will not misappropriate, infringe, alter, reverse-engineer, copy, or otherwise engage in any activity that would impair WCG’s intellectual property rights.

8. Disclaimer of Warranties

WCG DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WCG PROVIDES THE APPLICATION STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS GUARANTEE OR ASSURANCE OF QUALITY, RELIABILITY, AVAILABILITY, OR FUNCTIONALITY. WCG DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE APPLICATION OR ANY MATERIALS OR CONTENT CONTAINED THEREON WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE APPLICATION OR SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACCEPT ALL RISK, INCLUDING ALL RISK WITH RESPECT TO SUITABILITY, USE AND PERFORMANCE OF APPLICATION.

FOR SAKE OF CLARITY, THE APPLICATION IS NOT, SHALL NOT BE CONSIDERED AND SHALL NOT BE RELIED UPON BY ANY USER TO BE A SUBSTITUTE FOR ANY REGULATORY RECORDS YOU ARE REQUIRED TO MAINTAIN AND RETAIN IN COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS.  The information contained in THIS APPLICATION doES NOT COMPRISE A COMPLETE SET OF REGULATION-REQUIRED STUDY RECORDS.

9. Limitation of Liability

NEITHER WCG NOR ITS AFFILIATES OR VENDORS SHALL BE LIABLE FOR ANY DAMAGE THAT YOU MAY SUFFER ARISING OUT OF USE OR INABILITY TO USE THE APPLICATION. YOU AGREE THAT THE SOLE REMEDY FOR YOUR INABILITY TO ACCESS THE APPLICATION FOR ANY REASON WILL BE TO REQUEST THAT WCG PROVIDE YOU WITH COPIES OF WCG DOCUMENTS AND MATERIALS; WCG WILL USE COMMERCIALLY REASONABLE EFFORTS TO FULFILL SUCH REQUEST. IN NO EVENT WILL WCG, ITS AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY OTHER DAMAGES, INCLUDING LOST REVENUES OR LOST PROFITS, LOSS OF DATA, OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE APPLICATION, EVEN IF WCG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Downtime and Service Suspensions

Your access to and use of the Application may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction, or other unavailability of any portion or all of the Application for any reason, including as a result of power outages, system failures or other interruptions.  WCG shall also be entitled, without any liability to You, to cancel or suspend access to any portion or all of the Application at any time on a system-wide basis: (a) for scheduled downtime to permit WCG to conduct maintenance or make modifications to any Application; (b) in the event of a denial of service attack or other attack on the Application or other event that WCG determines, in its sole discretion, may create a risk to the applicable Application, WCG, to You or to any of WCG’s other customers if the Application service were not suspended; or (c) in the event that WCG determines that any Application service is prohibited by law, or WCG otherwise determines is necessary or prudent to do so for legal or regulatory reasons.

11. Termination; Cancellation

You may cancel Your use of the Application and/or terminate this Agreement with or without cause at any time by providing notice to WCG through [email protected] provided, however, that a terminated account may continue to be active for a period of time before such cancellation/deactivation takes effect.  Please note that WCG may notify the entity who initially requested your access of your request. In the event of termination, the account will be disabled and the user may not be granted access to the account or any files or other content contained in the account although residual copies of information may remain in our system. Sections 2, 3, 4, 7, 8, 9, 10, 11, 13-16 of the Agreement shall survive termination or cancellation.

12. Changes to the Application

WCG reserves the right to modify, change, suspend or discontinue any or all aspects of the Application at any time at its sole discretion without notice or liability.

13. Governing Law; Venue

This Agreement shall be governed by the laws of the State of New Jersey without regard to its conflict of laws provisions, and the state or federal courts located within the State of New Jersey will serve as the exclusive venue for jurisdiction for any disputes arising hereunder.

14. Entire Agreement

This Agreement constitutes the entire agreement between You and WCG regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between You and WCG, whether written or oral, regarding such subject matter.

15. Severability

If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language.  If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

16. Successors and Assigns

This Agreement will be binding upon, and inure to the benefit of WCG and its respective successors and assigns.  This Agreement, and any rights granted hereunder, may not be transferred or assigned by You, but may be assigned by WCG without restriction.