Terms and Conditions

Terms and Conditions (March 15, 2016)

Welcome to ClinicalStudio.com, the premier Software as a Service Electronic Data Capture tool used to configure, collect, and extract data for clinical studies utilizing features such as eCRF building, data validations, audit trails, and data extracts. Clinical Studio gives users the flexibility to pay for only the resources needed via a subscription model on a cost-effective, secure, and reliable platform.

Below are detailed terms and conditions that you must read and accept before using our services.

  1. Overview
  2. Description of Service
  3. Limited Use License
  4. Rules of Conduct
  5. User Provided Content
  6. License Terms
  7. Trial Terms
  8. Communications between Clinical Studio and You
  9. Promotions
  10. Modifications to this Agreement
  11. Warranty and Disclaimer
  12. Limitation of Liability
  13. Liability Disclaimer
  14. Disputes
  15. Miscellaneous

Please note that hyperlinks embedded in this agreement may only be accessed through our website. If you are reviewing this Agreement through mobile devices, you may need to visit the website to use the hyperlinks.

1. Overview

Before using this website, you must review and accept the following terms and conditions (the “Agreement”). The Agreement defines your rights and responsibilities as a host user (“Host”) of the website operated by Crucial Life Sciences Data Solutions, Inc. (together with its parent corporation, subsidiaries and affiliates, “CLSDS” or “we”) and accessed directly at ClinicalStudio.com or through vanity URLs which point to the main site located at ClinicalStudio.com (the “Website”). The Website is operated in the United States of America. Access is governed by these terms and conditions under the laws of the State of Nevada and the United States. Registration as a Host of the Website results in your information being stored and processed in the United States, and you specifically consent to CLSDS’s storage and processing of any data submitted. The Website and services provided herein are intended for adults. When a minor uses the Website, the parent or guardian of that minor will be held responsible for the minor’s actions. If you don’t agree with any of these terms, or if you have any objections to our Privacy Statement you must not use the Website.

2. Description of the Service

Hosts of the Website create accounts and invite users (“Users”) to interact with Clinical Studio™ under the Host’s account. Clinical Studio™ offers an online service where users configure, collect, and extract data for clinical studies (the “Service”). The Website is used to collect data (the “Content”) through forms designed by or interfaces configured by users allowed to do so by the Host or other user(s) designated by the Host. Users log into the Service to insert Content or modify, delete, and extract Content that they or other users have inserted into the Service. All Content is owned, licensed to and/or copyrighted by Host and may not be used in any way by CLSDS except by written permission from the Host. The Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws.

3. Limited Use License

The Clinical Studio™ Software will be installed, accessed and maintained only by and for CLSDS and Host shall not have any license in the Clinical Studio™ Software, or other rights whatsoever, other than the access and usage rights described in Section 2 above. Client shall not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, underlying structure, ideas, algorithms, documentation, data, associated media, any printed materials, web-based or other online training materials, files and information of the Clinical Studio™ Software (collectively, the “Software”); modify, translate, or create derivative works based on the Software; use the Software Services or Software for any purpose other than as specifically described herein or for the benefit of a third party. Client shall not enhance, modify, or create derivative works based on the Software, it being understood that Crucial Life Sciences Data Solutions shall have all right, title, or interest in and to all enhancements, modifications and derivative works based on the Software or the Software Services. Client represents, covenants, and warrants that Client will use the Software Services only for the purposes expressly permitted herein and in compliance with all applicable laws (including but not limited to policies and laws related to spamming, privacy (including but not limited to HIPAA, Informed Consent, any European privacy laws), intellectual property, consumer and child protection, obscenity or defamation). Client hereby agrees to defend, indemnify and hold harmless Crucial Life Sciences Data Solutions against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that is in any way connected with Client’s use of the Software Services or a breach of any representation, covenant, or warranty by Client. Although Crucial Life Sciences Data Solutions has no obligation to monitor the content provided by Client, Crucial Life Sciences Data Solutions may do so and may remove any such content or prohibit any use of the Software Services in a manner that Crucial Life Sciences Data Solutions believes may be (or alleged to be) in violation of any provision herein. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Software Services, including but not limited to, modems, hardware, server, software, operating system, networking, web servers, internet access, long distance and local telephone service (collectively, “Equipment”). Client shall be responsible for ensuring that such Equipment is compatible with the Software Services (and, to the extent applicable, the Software). Client shall also be responsible for maintaining the security of the Equipment, Client’s accounts and the passwords for accessing the Software Services and files uploaded. Client shall use the Software Services for its expressed purpose and shall not use the Software Services to: (i) send spam or any other duplicative or unsolicited communications; (ii) assemble data or information on a study participant without consent; (iii) transmit through or post on the Software any unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening or obscene material; (iv) intentionally transmit any material containing a virus or other harmful computer code, files or programs; or (v) intentionally interfere with or disrupt the performance of the Software Services or the data contained therein.

4. Rules of Conduct

Before using the Website, you agree to comply with all applicable laws and refrain from infringing any third-party rights or interests (for example, privacy and intellectual property rights). You must also agree that you will not knowingly or willfully submit inaccurate, defamatory or offensive content to the Website. In addition, the Code of Conduct is part of this Agreement and must be followed anytime you access the Website. CLSDS reserves the right to change the Code of Conduct policies from time to time and the changes take effect when we post them on the Website in the footer area of each page.

If we believe, in our sole discretion, that you are in breach of this Agreement or are acting inconsistently with the letter or spirit of this Agreement, we may limit, suspend or terminate your access to our Website. In such a case, no portion of your subscription payment will be refunded. Should we decide to suspend your access for any reason other than a breach by you, we will refund to you any unused portion of your subscription payment, which will be your sole and exclusive remedy upon such a suspension.

5. User Provided Content

The Website allows Hosts and their designated Users to contribute material to be displayed on the Website or shared with other Users to be modified, deleted, or extracted (“User Provided Content”). For User Provided Content, CLSDS is merely hosting and providing access as well as providing tools to post and share content. We cannot accept any liability with regard to such material (including with respect to its accuracy). While we cannot preview or monitor the User Provided Content, we may apply, at our discretion, automated filtering tools monitor and/or delete any content that CLSDS believes to be in violation of this Agreement. We reserve the right to act expeditiously to remove or disable access to any User Provided Content that we believe violates this Agreement. We are also sensitive to the copyright and other intellectual property rights of others. For complaints regarding copyright infringement or illegal content, click here.

The decision to upload information to the Website or share information is your responsibility and you should only submit or share content, and authorize and instruct your users to do the same, that belongs to you or that will not violate the rights of others. By submitting material to the Website, you represent that you have the right to do so or that you have obtained any necessary third party consents (e.g., under privacy or intellectual property laws). Upon the request of CLSDS you agree to furnish CLSDS with any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with this provision.

A transferable, limited license is granted to CLSDS, its parent company and all of its affiliates to backup and store data submitted to the host by the host users. This implies no rights of ownership of the data to CLSDS and can only be used in the process of backup, restore and disaster recovery. You hereby release CLSDS from any and all claims, liens, demands, actions or suits in connection with the User Provided Content, including, without limitation, any and all liability for any use or nonuse of your User Provided Content, claims for defamation, invasion of privacy, right of publicity, or economic loss. Except for the rights granted in this Agreement, CLSDS acquires no title or ownership rights in or to any content you submit and nothing in this Agreement conveys any ownership rights in the content you submit to us.

If you submit material to the Website on behalf of a group, organization or business entity, you represent that you have the right to do so and that you have obtained any consents from the group, organization or business.

6. License Terms, Fees and Payments

Users of the Website may be “Users” or “Hosts”. There are different licenses based on the number of studies required by the host and functionality required by the host.

Terms for All. You must be 18 years or older to register or subscribe. You must provide CLSDS with accurate, complete, and up-to-date registration information. Failure to do so will constitute a breach of this Agreement. As part of the registration process, you will supply your email address and we will send you an automatically generated password by electronic mail. You understand that you may not select or use an email of another person with the intent to impersonate that person or use the rights of any person without authorization. You are responsible for all usage or activity on CLSDS under your Host account. Distribution of your password to others for access to CLSDS is expressly prohibited. You will create users through your host account and will be responsible for providing their email. You agree not to use the system to spam or send unsolicited email invitations. You will be responsible for all data entered into your host account by users you invite. This includes but is not limited to ensuring that proper Informed Consent procedures have been followed in collecting data, HIPAA provisions are being followed, and country-specific privacy laws are being respected. You will never be required to reveal your password to any representative or agent of CLSDS, its owners or agents. You must notify us by regular mail or by e-mail at support@clsds.com of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or billing information.

All licenses executed electronically are automatically renewing. This means that once you become a subscriber, the subscription license will be automatically renewed and your billing choice will be charged based on the subscription program (semiannually, quarterly, monthly, etc.) you have chosen unless you opt out or cancel by following the instructions in this Agreement. The renewal of the subscription takes place subject to the terms in force on the date of renewal.

When other offers, promotions or free trials are made available, the specific terms and conditions that apply to each will be stated at the time of purchase; please ensure you have noted any relevant rules, cancellation dates or price changes when a promotion or free trial ends.

Opting Out of Renewal. You may opt out of renewing your subscription by calling CLSDS at 888-753-2655 or by logging into your My Account page on the Website at least two days before the renewal date. If you do not let us know that you want to terminate your subscription at least two days prior to the end of the current subscription period the payment for the renewal period of the subscription will be made.

Cancellations and Refunds. You may cancel a free trial at any time during the free trial period and incur no charge. Once you have begun a premium subscription plan, you may cancel any time during the billing cycle. There will be no prorated refund and access to the site will be ongoing until the billing cycle ends at which time billing and site access will end. Moving forward, there will be no more charges to this account after the current billing cycle. You will receive a confirmation email from CLSDS confirming your cancellation. Cancellations may be made by calling CLSDS at 888-753-2655 or by logging into your My Account page and clicking on the Fast Spring Order Icon. Your cancellation must be received by end of business (5:00 p.m. Pacific Time) on or before the final day of the billing cycle in order to cancel billing for the next billing cycle.

Prices are subject to change. Prices may be changed by CLSDS at any time. Each study within a host’s account will be held at the rate proposed during time of purchase. CLSDS shall provide you with reasonable notice of any change in prices prior to the effective date of the new pricing by email or other reasonable means such as a notice on the website or via email. If you do not wish to continue with your subscription due to the new prices, you may opt out at any time as set forth in this Agreement.

7. Trial Terms

This agreement is to provide new registrants a sixty-day trial use of Clinical Studio™ and expected timelines at the end of the trial period. By checking the box, the customer is under no obligation. This agreement states the customer’s awareness of the trial timeline and post-trial licensing.

By checking the box on the registration form, you (the registrant) agree to a 30-day trial of Clinical Studio™ at no cost. Sixty (30) days will begin at the time of submitting the online registration form (account creation). At or around 30 days, the registrant will be contacted by an Account Executive to discuss the best licensing option moving forward.

You, the registrant, understand that you can back out of this agreement at any time by contacting support@clinicalstudio.com to cancel the account.

Please contact support@clinicalstudio.com for any questions on how to most effectively utilize your free trial period.

8. Communications between CLSDS and You

We will send electronic mail to you or otherwise notify you for the purpose of informing you of changes or additions to the Website or Service, or of any related products and services. You may opt out of commercial advertising and marketing emails at any time by clicking the unsubscribe link at the end of each such email. Please see our Privacy Policy for further information on how we manage and process your personal information.

9. Promotions

Any sweepstakes, contests, raffles or other promotions (collectively, “Promotions”) made available by CLSDS may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Statement. If the rules for a Promotion conflict with this Agreement, the Promotion rules will apply.

10. Modifications to this Agreement

CLSDS has the right, at its sole discretion, to modify this Agreement at any time. Changes will be posted on the Website and by changing the date of last revision on this Agreement. If any portion of this Agreement or any change to the Website is unacceptable to you or will cause you to no longer be in compliance with the Agreement, you may cancel your subscription by following the instructions in this Agreement. Continued use of the Website now or following posted notices of changes in this Agreement means that you have accepted and are bound by the changes.

11. Warranty and Disclaimer

Crucial Life Sciences Data Solutions shall use commercially reasonable efforts to provide access to the Software Services at a service level consistent with industry norms, except for (i) planned down time for maintenance or update; and (ii) down time caused by circumstances beyond Crucial Life Sciences Data Solutions’ reasonable control including, but not limited to, acts of God, acts of the government, flood, fire, earthquakes, hurricanes, tropical storms, civil unrest, acts of terror, strikes or other labor disputes, computer or telecommunications failures or delays involving hardware or software, and network intrusions or denial of service attacks. Client’s sole remedy for Crucial Life Sciences Data Solutions’ failure to provide the Software Services is termination of the Service Order and this Agreement in accordance with Section 5. Client hereby acknowledges and agrees that Crucial Life Sciences Data Solutions shall have no liability for any loss of data as a result of any failure of the Software Services or Software. Crucial Life Sciences Data Solutions does not make any warranty as to the results that may be obtained from use of the Software Services. THE SOFTWARE SERVICES ARE PROVIDED “AS IS” AND CRUCIAL LIFE SCIENCES DATA SOLUTIONS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

12. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, CRUCIAL LIFE SCIENCES DATA SOLUTIONS AND ITS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, ATTORNEYS, AGENTS, SUPPLIERS (INCLUDING PARTIES FROM WHICH CRUCIAL LIFE SCIENCES DATA SOLUTIONS LICENSES ANY PORTION OF THE SOFTWARE) AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE SERVICE ORDER OR THIS AGREEMENT OR OTHERWISE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND CRUCIAL LIFE SCIENCES DATA SOLUTIONS’ REASONABLE CONTROL, EVEN IF CRUCIAL LIFE SCIENCES DATA SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO CRUCIAL LIFE SCIENCES DATA SOLUTIONS FOR THE SOFTWARE SERVICES UNDER THE SERVICE ORDER AND THE AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.

13. Liability Disclaimer

No Warranty. We make no express warranties or representations as to the quality and accuracy of the Content, Website or Service, and we disclaim any implied warranties or representation to the maximum amount permissible under applicable law. We offer the Website on an “as is basis” and do not accept responsibility for any use of or reliance on the Website, Content or Service, or for any disruptions to or delay in the Service. In addition, we do not make any representations as to the accuracy, comprehensiveness, completeness, quality, currency, error-free nature, compatibility, security or fitness for purpose of the Website, Content or Service. CLSDS does not guarantee the adequacy of the Service or Website or compatibility thereof to your computer equipment and environment and does not warrant that this Website, the Service, its servers, or any emails which may be sent from CLSDS are free of viruses or any other harmful components.

Limitation of Liability; Exclusive Remedy. We limit our liability to the maximum amount permissible under applicable law. In particular, we shall not be liable for any damages that we cause unintentionally and we shall not be liable to you for any actual, incidental, indirect or consequential loss or damage howsoever caused, provided that nothing in this Agreement will be interpreted so as to limit or exclude any liability which may not be excluded or limited by law. If you are dissatisfied with any portion of the Website, or with any clause of these terms, as your sole and exclusive remedy you may discontinue using the Website.

Third Party Services. CLSDS may, from time to time, provide opportunities to Users of the Website to purchase services from third parties. Websites of those third parties are subject to terms and conditions different from those found here and it is your responsibility to ensure that you have read and understood them. CLSDS makes no warranty concerning, is not responsible for and does not endorse any third party provided goods or services, and you agree that any recourse for dissatisfaction or problems with those goods or services will be sought from the third party provider and not from CLSDS.

14. Disputes

If a dispute arises between you and CLSDS, our goal is to provide you a neutral and cost effective means of resolving the dispute quickly. To that end, you agree to first contact CLSDS Customer Support at 888-753-2655, to describe the problem and seek a resolution. If that does not resolve the issue, then you and CLSDS agree to the following methods to resolve any dispute or claim between us. First, you agree that this Agreement is governed by the law of the State of Nevada, without regard to its principles on conflicts of laws, and the federal law of the United States of America. Second, you agree that you will seek arbitration consistent with the rules before initiating any litigation. If arbitration cannot resolve the issue, you agree to submit to the personal jurisdiction of the courts located within Washoe County, Nevada for the purpose of litigating all such claims or disputes.

Any arbitration will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (collectively, “AAA Rules”). The AAA Rules and costs are available online at www.adr.org or by calling the AAA at 1-800-778-7879. YOU AND CLSDS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER
ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and CLSDS agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Notwithstanding the foregoing, this arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. This arbitration provision shall survive termination of this Agreement.

15. Miscellaneous

We reserve the right to assign or transfer our rights and obligations under this Agreement. You may not without the written consent of CLSDS assign or transfer any of your rights and obligations under these terms.

You acknowledge and agree that CLSDS may disclose your information if CLSDS believes that it is required to do so by law, or that such preservation or disclosure is reasonably necessary to: (a) comply with legal process or governmental requests; (b) enforce the Agreement; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or safety of the Website, the users, or the public.

In the event that any term of this Agreement is held to be invalid or unenforceable, the remainder of these terms shall remain valid and enforceable. We can replace any term which is not valid and enforceable with a term of similar meaning which is valid and enforceable.

Any failure by us to enforce any term of the terms of this Agreement shall not affect our right to require performance at any subsequent time, nor shall the waiver by us of any breach by you of any provisions of these terms be taken to be a waiver of the provision or provisions itself.

You agree to indemnify us against all liabilities, claims and expenses that may arise from any breach of this Agreement by you or otherwise as a result of your use of the Services or Website.
Official correspondence must be sent via postal mail to:

CLSDS

Attn: Customer Solutions
10725 Double R Blvd, Suite A., Reno, NV 89521

This Agreement, including any terms, conditions and policies expressly referenced herein, shall constitute the complete understanding and agreement between you and us, and shall supersede and cancel any prior or contemporaneous understandings and agreements, except as expressly provided otherwise by CLSDS.