IMPORTANT — READ CAREFULLY: Welcome to WIRB-Copernicus Group, Inc. and its affiliates’ (collectively, “WCG”) WCG IRB Connexus™ client portal (the “Portal”). By using the Portal, 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 Portal. WCG shall be free to use information You provide via the Portal 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 Portal, You agree to be bound by any such modifications and should therefore periodically visit this page and the Portal, and review any updated terms. If You are dissatisfied with the Portal site, its content or this Agreement as it may be revised, You agree that Your sole and exclusive remedy is to discontinue using the Portal.

1. Portal Use Grant
   WCG hereby grants to You a personal, non-exclusive right to use the Portal for Your internal business purposes, which is provided as part of WCG’s Institutional Review Board services.
2. Content on the Portal
   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 such third-party content. WCG reserves the right at all times to remove or refuse to distribute any content on the Portal, 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.
3. Confidentiality
   You agree and acknowledge that any and all information, documents, records or submissions found or residing on the Portal are confidential and proprietary and You will, and shall cause each of your designees to, keep all communications, documents, records, information and submissions found on the Portal in strict confidence and neither You nor any of Your designees will disclose, publish or otherwise distribute the same to any third party.
4. Other Users
   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 Portal. You (and not WCG) will be responsible for ensuring the credentialing/specific level of access 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 Portal 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 Portal.
5. Passwords
   You understand and agree that You are responsible for maintaining the confidentiality of passwords associated with Your Portal 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 Portal or Your account, You agree to immediately notify WCG at [email protected] or 1-800-562-4789.
6. 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 Portal 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.
7. Account Inactivity
   After a period of inactivity, WCG reserves the right to disable or terminate any user’s account.
8. Prohibited Uses
   You shall not, shall not agree to, and shall not authorize or encourage any third party to use the Portal 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 Portal; 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 Portal 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 virus, hacking, redirecting access, denial of services, and using the network to make unauthorized entry to any other machine accessible via the network. You will follow U.S. and international laws regarding transmitting data and You will not attempt to gain access to our computer system, intercept information or engage in any other unauthorized use of computer systems.
9. 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 Portal, 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.
10. Disclaimer of Warranties
    WCG DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WCG PROVIDES THE PORTAL 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 PORTAL OR ANY MATERIALS OR CONTENT CONTAINED THEREON WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PORTAL 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 PORTAL.
    
    FOR SAKE OF CLARITY, THE PORTAL 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 PORTAL WILL CONTAIN DOCUMENTS AND OTHER INFORMATION SUBMITTED BY USERS THROUGH THE PORTAL AND DISTRIBUTED BY WCG THROUGH THE PORTAL, THUS NECESSARILY WILL NOT COMPRISE A COMPLETE SET OF REGULATION-REQUIRED STUDY RECORDS.
    
    WCG at its sole discretion may suspend or cancel Your access to the Portal or any part of the Portal with thirty (30) days written notice to You. WCG at its sole discretion may immediately suspend or cancel the Portal or any part of thereof without notice if it reasonably believes that its network, assets, or clientele are in jeopardy. 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.

11. 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 PORTAL. YOU AGREE THAT THE SOLE REMEDY FOR YOUR INABILITY TO ACCESS THE PORTAL 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 PORTAL, EVEN IF WCG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Indemnification
    You agree to hold harmless and indemnify WCG, and its affiliates, directors, officers, agents, contractors and employees from and against any third party claim arising from or in any way related to Your use of the Portal, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, WCG will provide You with written notice of such claim, suit or action.
13. Downtime and Service Suspensions
    Your access to and use of the Portal 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 Portal 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 Portal at any time on a system-wide basis: (a) for scheduled downtime to permit WCG to conduct maintenance or make modifications to any Portal; (b) in the event of a denial of service attack or other attack on the Portal or other event that WCG determines, in its sole discretion, may create a risk to the applicable Portal, to You or to any of WCG’s other customers if the Portal service were not suspended; or (c) in the event that WCG determines that any Portal service is prohibited by law or WCG otherwise determine is necessary or prudent to do so for legal or regulatory reasons.
14. Termination; Cancellation
    You may cancel Your use of the Portal 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 exist for up to five business days before such cancellation takes effect. 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, 9, 10, 11, 12, 13, 14 and 16-19 of the Agreement shall survive termination or cancellation.
15. Changes to the Portal
    WCG reserves the right to modify, change, suspend or discontinue any or all aspects of the Portal at any time at it sole discretion without notice or liability.
16. Governing Law; Venue
    This agreement shall be governed by the laws of New Jersey without regard to its conflict of laws provisions, and the state and federal courts located in Mercer County will serve as the exclusive venue for jurisdiction for any disputes arising hereunder.
17. 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.
18. 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.
19. 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.

Version Date: July 6, 2020