1. Application Use Grant
WCG hereby grants to You a personal, non-exclusive right to use the Application for Your non-commercial purposes, which is provided as part of WCG’s services.
2. Content on the Application
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 information 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.
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/specific level of access 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/specific level of access is incorrect, You agree to immediately notify WCG at firstname.lastname@example.org. 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 been granted a password associated with Your Application account, You understand and agree that You are responsible for maintaining the confidentiality of passwords associated with Your account. 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 unauthorized use of Your password on the Application or Your account, You agree to immediately notify WCG at email@example.com.
You shall not, shall not agree to, and shall not authorize or encourage any third party to use the Application in any manner that (i) is not in compliance with good clinical practices; (ii) is not in compliance with all applicable laws, rules and regulations; (iii) in WCG’s discretion, is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, indecent, fraudulent or inappropriate; (iv) violates, plagiarizes or infringes the rights of any third party including, without limitation, copyright, trademark, patent, confidentiality, publicity or any other proprietary right; (v) constitutes or contains false or misleading indications of origin or statements of fact; (vi) prevents others from using the Application; or (vii) 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, propagation of computer worms, malware, and viruses, hacking, 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.
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.
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.
WCG, in its sole discretion, may immediately suspend or cancel the Application or any part thereof without notice if it reasonably believes that its network, assets, or clientele are in jeopardy.
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; regardless of the status of this Agreement, the registration of copyright or the filing of patent. 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. TAKE NOTE THAT THIS APPLICATION WILL CONTAIN DOCUMENTS AND OTHER INFORMATION SUBMITTED BY USERS THROUGH THE APPLICATION AND DISTRIBUTED BY WCG THROUGH THE APPLICATION, THUS NECESSARILY WILL 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 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, 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 firstname.lastname@example.org provided, however, that a terminated account may continue to be active for up to five business days 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, 13-15 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. 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.
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.
15. 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.