SureEsign and SureNetwork End User License Agreement
User agrees to sign documents electronically and agrees to be bound by the US Federal ESIGN Law of 2000 and/or European Directive 1999/93/EC of 1993 for electronic signatures, as well as by SureClinical Terms and Conditions.
User agrees that the signature and initials will be the electronic representation of User’s signature and initials for all purposes when User or User’s agent use them on documents, including legally binding contracts, and are the same as a pen and paper signature or initial.
Upon completing the registration process for the Services, User will receive one unique account ID and password for User (the “Account Information”). The Account Information may be used only by User. User is responsible for safeguarding the Account Information and notifying SureClinical of any unauthorized use or loss of any Account Information. SureClinical may suspend or cancel Account Information if it reasonably believes the Account Information is being misused, used by an unauthorized user, or if User has materially breached this Agreement.
User represents and warrants: User is at least 18 years of age; User will enter true and correct information in User’s profile and private network; User will link or enter into User’s profile or private network only information for which User has rights or permission to so use; User will use the Services professionally and as intended and not for any other purpose; User will comply with all applicable laws when using the Services.
Except as otherwise specifically permitted in this Agreement, User may not: (a) Enter false information into User’s profile or private network; (b) violate the intellectual property rights of others in using the Services; (c) violate the privacy rights of others; (d) Disclose confidential information; (e) Permit simultaneous use of the Services by more than one user; (f) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Service (except to the extent applicable laws specifically prohibit such restriction); (g) Redistribute, encumber, sell, rent, lease, sublicense, use the Services in a timesharing or service bureau arrangement, or otherwise transfer rights to any Service; (h) Publish any results of benchmark tests run on the Services to a third party without SureClinical prior written consent; or (i) Use the Services on a system with more CPUs than the number subscribed, by more users than have been subscribed, on more computers or computing devices than the number subscribed, or by more developers than the number subscribed, as applicable.
SureClinical will use commercially available security software for authentication and encryption of its customer and user data and will take such other security measures as may be required by regulatory authorities with jurisdiction over the Services. User acknowledges that transmission of data over the Internet may not be secure, even after such reasonable security measures have been taken, and User will hold SureClinical harmless from the dissemination, misappropriation, loss or corruption of data resulting from User’s use of the Services unless caused by SureClinical’s breach of this Agreement.
Opt-In / Opt-Out in SureNetwork
All persons who have created or verified a Person profile in SureNetwork, or who have requested information on SureNetwork, explicitly acknowledge that they have opted-in to SureNetwork. SureNetwork users may be contacted by another SureNetwork user or by a SureNetwork representative. Any SureNetwork Persons and/or users can opt-out of SureNetwork at any time.
SureEsign is a digital signing service that utilizes Adobe Digital Certificates through its identity partners, DigiCert and Entrust, Inc. SureClinical is not a party to any digital signing transaction by User or any other user or other person or entity utilizing the digital signing service, which shall be governed by any agreements between User or such user and DigiCert or such other digital identity provider. SureClinical shall not be responsible for any loss that may result from User’s use of the digital signing service unless caused by SureClinical’s breach of this Agreement. Although SureClinical utilizes Adobe Digital Certificates for its SureEsign service, SureEsign is provided by SureClinical, not by Adobe Systems Inc. SureEsign service users will be issued a standard Adobe digital signing certificate. Standard trust Adobe digital signing certificates provided by SureClinical don’t require submission of a government agency photo ID for certificate issuance. High trust Adobe digital signing certificates with government agency photo ID verification are available from SureClinical for an additional fee.
In connection with the Services, SureClinical shall provide a private network, SureNetwork, where healthcare and life science professionals can share their contact information, credentials, areas of expertise, and background with other registered users in their private network. Registered SureNetwork community users may share and digitally sign documents (provided they have signed up for SureEsign), share information, and professional network details with other users in their private network. In addition, any user that applies for SureEsign can opt in for enrollment in SureNetwork.
Any user that is enrolled in the SureNetwork will have a basic profile created for such user consisting of the user’s name, title, credential, business or organization name, organization email, country, city, and if applicable, state. The user may add and share such additional profile information at the user’s discretion. This profile information will be viewable by persons in the user’s private network. Depending on the user’s application permission settings, users may be able to share their profile with other organizations or persons, making their profile details visible to others. Users also may invite and import sites, organizations and persons into their private network. Users of SureNetwork are responsible for the accuracy of any profile information and any communications made by them or information shared by them on SureNetwork. SureClinical will not review or verify any private network information provided by a SureNetwork user, applicant, government or external database, organization or person, and will not monitor any communications made by any users of SureNetwork. Although SureNetwork utilizes published government databases, organizations and persons to document, timestamp and record certain credential attributes of some SureNetwork profiles, such as medical licenses, clinical study experience and other health science professional attributes, such credential attributes are not individually verified by SureClinical. SureNetwork users may add and share the name of the organization that they are employed by or affiliated with including the organization name, address, industry area, primary contact person for their parent organization and organization logo. While SureClinical will make reasonable efforts to verify that a SureNetwork user is affiliated with their designated parent organization and that an organization profile was created by a user affiliated with the parent organization, SureClinical will not verify the identity of organizations in SureNetwork, and will not verify if a SureNetwork User has the authority to add a logo or trademark to the organization’s profile. All logos and trademarks remain the property of their respective owners. SureClinical shall not be liable for any damages or claims resulting from a user’s use of the SureNetwork.
Searchable Public Data
Registered users of SureNetwork will be able to search for and view both public and non-public profile data for health science professionals. Public profile data can be found on public websites such as clinicaltrials.gov, United States Department of Health and Human Services websites, European Medicine Agency websites, state medical licensing board websites, and other public sites. Public profile data on clinical study participation can contain information such as: organization name, study ID, ClinicalTrials.gov NCT study identifier, EU Registry ID, study title, brief summary, therapeutic area, indication, SureNetwork start date, SureNetwork end date, countries, study phase, enrollment status (enrolling, not enrolling), and total enrollment. State or government agency license board information can include name, organization, address, licensed area, license number, expiration date and other published information freely available from state or government agencies. Public profile data is searchable by other licensed users. Users can set permissions to ‘opt-out’ of sharing their public profile data with others.
For users who are health science professionals, this data may include performance metrics and public and non-public information concerning a user’s participation in a study but will not include personally identifying information with respect to individuals associated with the study, unless the user has authorized publication of identifying information. In addition, a study sponsor may enter additional optional information such as sponsor name, study website address and study contact name. Users of SureNetwork are responsible for the accuracy of any clinical profile information and any communications made by them or information shared by them on the SureNetwork.
Searchable Non-Public Data
In certain cases, subscribers of the SureClinical Service may request that additional data be tracked for other subscribers. For example, with respect to a subscribers’ clinical studies, study performance metrics, sponsor name, and study detail for non-published studies; a subscriber’s education, training, experience; or other custom data attributes defined by subscribers. Such data will be non-personally identifying, unless agreed to by a user, but will be searchable by subscribers. Only registered users of SureNetwork will be able to search for and view non-public, non-personally identifying data for a person or organization.
User Profile Document Sharing
Depending on the user license level selected, registered users may have the ability to upload and share documents or images associated with their profile such as CV’s, licenses, evidence of education or training certificates, or profile photos (‘Profile Documents’). Profile Documents are not edited or reviewed by SureClinical, and SureClinical makes no claims as to the accuracy, veracity, quality, intellectual property rights or ownership rights of any profile document. Profile owners are solely responsible for any Profile Documents uploaded to their account. If objectionable or harmful material is present in a user’s Profile Document, or if other users complain about a user’s Profile Documents, SureClinical reserves the right to request that the Profile owner modify or remove Profile Documents that don’t meet SureClinical’s standards for professional conduct and truthfulness.
SureClinical may change, suspend or terminate the Services or terms and conditions for the provision of the Services, but will seek to notify all users before taking such action. SureClinical is under no obligation to provide technical support under this Agreement and provides no assurance that any specific errors or discrepancies in the Service will be corrected. SureClinical has no obligation to store or maintain an account of User’s account profile or private network information; User is responsible for backing up and saving such data.
Term of this Agreement
Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to User under this Agreement shall immediately terminate, and User shall immediately cease using the Services.
Intellectual Property Rights
SureClinical reserves all of its intellectual property rights. User shall not acquire any ownership in the Services or the content or information made available through the Services. SureClinical®, SureNetwork®, SureEsign®, SureDrive®, SurePortal®, SureETMF®, SureCTMS®, are trademarks of SureClinical Inc. Copyright 2013-2020 SureClinical Inc. Patents Pending. Other trademarks which may be used in SureClinical are the property of their respective owners. For additional information, please visit www.SureClinical.com or www.SureClinical.com/legal , or email info@SureClinical.com.
User owns the profile content and information that User posts on User’s profile, but grants SureClinical a nonexclusive, worldwide, transferable and sublicensable license to process, use, copy, modify, distribute and publish information and data that User provides in connection with the Services, without further consent of or compensation to User or others.
Limitation on Liability
Provision of the Services under this Agreement is experimental and shall not create any obligation for SureClinical to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop the Services either to User or to any other party.
THE SERVICES PROVIDED HEREUNDER MAY CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THE AVAILABILITY OF THE SERVICES FOR USER, FOR WHICH NO FEES HAVE BEEN CHARGED OR ARE DUE FROM USER, IS TO OBTAIN FEEDBACK ON PERFORMANCE OF THE SERVICES AND THE IDENTIFICATION OF DEFECTS. USER IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SERVICES.
THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL SURECLINICAL OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF SURECLINICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Feedback from User
It is expressly understood, acknowledged and agreed that User shall, regardless of whether or not formally requested to do, provide to SureClinical reasonable suggestions, comments and feedback regarding the Services, including but not limited to usability, problem reports and test results, with respect to Services testing (collectively, “Feedback”). Contingent upon all of the terms and conditions herein and especially upon User’s obligations to provide Feedback, User grants SureClinical, under all of User’s intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any SureClinical services, technology, product, specification or other documentation (individually and collectively, “SureClinical Services”); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any SureClinical Services; (iii) solely with respect to User’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by User that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into a SureClinical Service, technology or product. Further, User warrants that User’s Feedback is not subject to any license terms or other restrictions that would purport to require SureClinical to comply with any additional obligations with respect to any SureClinical Services that incorporate any Feedback.
User agrees to comply with all applicable international and national laws that apply to the Services, including the U. S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U. S. and other governments.
State Sponsors of Terrorism Restrictions
In compliance with the USA’s State Sponsor of Terrorism policy, SureClinical reserves the right to block use of its product in countries or related groups designated by the U.S. Secretary of State as a state sponsor of terrorism. As of December 2019, those countries included: Democratic People’s Republic of Korea (North Korea), Iran, Sudan and Syria.
This Agreement constitutes the complete and exclusive agreement between SureClinical and User with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by an authorized representative of SureClinical and User.
The laws of the State of Nevada govern the interpretation of this Agreement and applies to claims for breach of it, regardless of conflict of laws principles.
LIMITATIONS ON AND EXCLUSIONS OF DAMAGES
THE SERVICES ARE BEING PROVIDED TO USER AT NO COST. THEREFORE, USER AGREES THAT ITS RECOVERY FROM SURECLINICAL AND ITS SUPPLIERS OF DIRECT DAMAGES SHALL BE LIMITED TO US $5.00. USER CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.
This limitation applies to:
any matter related to the Services, content (including code) on third party Internet sites, or third-party programs, and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.
It also applies even if repair, replacement or a refund for the Services does not fully compensate you for any losses, or SureClinical knew or should have known about the possibility of the damages.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to User. They also may not apply to User because User’s country may not allow the exclusion or limitation of incidental, consequential or other damages.
Effective date: 31 December 2019