End User Subscription Agreement (EUSA)
This End User Subscription Agreement (EUSA) is a legal agreement (hereinafter “Agreement”) between SureClinical Inc (“SureClinical” or “SC”) and you, either an individual or a single entity, (hereinafter “User”). This Agreement covers all services and products including any printed materials, data, files and information and any “online” or electronic documentation (“Services”) provided to User. This Agreement takes precedence over any other agreement or terms embedded within the Service, except that if there is a conflict between this Agreement and the Master Subscription Agreement (the “MSA”) with User’s company (“Subscriber”), the provisions of the MSA will control. User agrees to be bound by the model MSA found at https://sureclinical.org/msa/ if User’s company is not a party to an MSA. SureClinical may modify this Agreement from time to time but will provide User with notice of such modifications.
Assent to Be Bound
By clicking the “I accept the terms…” or “OK” or “Approve” checkbox for new user online service enrollment, by executing a written copy of this Agreement, or by accessing or otherwise using the Services, by enrolling in any SureClinical online subscription, or by using any SureClinical online service, User agrees to be bound by the terms of this Agreement. If User does not agree with any term or condition, do not access, order, open, or use the Services. User may only enter into this Agreement if User is an authorized user of a Subscriber, which may be the same person as User.
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.
SC provides customers access to a proprietary, health sciences, software-as-a-service known as the Services, via the Internet on a subscription service basis to Company. The Services, among other things, enable User to acquire, classify, complete, sign, manage, archive User’s clinical trial regulatory documents, forms and projects via the SC’s proprietary technology. The Services consist of the services and products described in the MSA and this Agreement along with the other services and products described on SC’s website or described in a subscription order or invoice between Subscriber and SC. Any such products and services utilized shall be deemed to be Services and subject to the terms of this Agreement. SC provides these Services (and any updates or improvements to the Services) to User subject to the terms and conditions of the MSA and this Agreement.
BY CLICKING THE “ACCEPT” BOX, ESTABLISHING A NAMED USER ACCOUNT,, USER AGREES TO THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, USER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
USE BY SC’s DIRECT COMPETITORS: SC’s direct competitors are prohibited from accessing the Services, except with SC’s prior written consent.
This Agreement was last updated on 11 August 2022. It is effective between User and SC as of the date of User’s accepting this Agreement through a free trial, by clicking the “I accept the terms…” or the “Accept” box, “OK” or “Approve” checkbox for new user online service enrollment, by accepting the terms of the End User Subscription Agreement (THIS AGREEMENT), by executing an order form, or by executing a Master Subscription Agreement (MSA) via signature via electronic, hard copy or other forms of assent.
USE OF THE SERVICES.
- 1 Use. Upon completing the registration process for the Services using a valid Person Name, a valid email address, and a valid business or organization name, User may receive one unique account ID and password for User (the “Named User Account ”). The Named User Account may be used only by User and may not be used or shared with anyone else. User is responsible for safeguarding the Named User Account and notifying SC of any unauthorized use or loss of any Named User Account. SC may suspend or cancel a Named User Account if it reasonably believes the Named User Account is being misused, used by an unauthorized user, or if User has materially breached this Agreement.
- 2 User Promises. 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.
- 3 Services. SC shall provide the Services and accompanying information (“Content”) to the User pursuant to a subscription with Subscriber. In accordance with and subject to said subscription, SC shall provide User with a non-exclusive right to use the Services and Content in accordance with the terms of the MSA, this Agreement and the Subscriber’s order form for the term specified in the order form or in the applicable online purchasing portal
- 4 Usage Limits. SC Services and Content are subject to usage limits specified in the MSA, Subscriber order forms and the following documentation (“Documentation”): Service Level Agreement (SLA) and Products and Services Description (PSD) and related customer accessible subscription management tools and reports, Product Data Sheets (PDS),SC’s GDPR Policy, and related compliance documentation. .
- 5 User’s Use of the Services. User agrees that all Services are licensed to User as a single Named User using a Named User Account. User agrees that User shall (a) use the Services and Content within the usage limits specified for customers in the MSA, Subscriber’s order form and Documentation; (b) be responsible for User’s compliance with the MSA, this Agreement, the Documentation and order forms, including not allowing other persons to utilize or share User’s Named User Account (c) be responsible for the accuracy, quality and legality of data submitted by User (“User Data”), how such User Data was acquired and how it is used with the Services and the interoperation of any non-SC applications with which User uses the Services or Content, (d) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify SC promptly of any such unauthorized access or use, (e) do not allow other persons to utilize the Services through User’s Named User Account, (f) not resell, sell, distribute or offer User’s Named User Account or any licenses for the Services and Content to third parties, (g) use the Services and Content only in accordance with this Agreement, the MSA, including the Documentation, and applicable laws and government regulations, (h) comply with terms of service of any Non-SC Applications with which User uses the Services or Content. SC may limit, suspend or terminate User’s Named User Account and/or the Services in its discretion if User breaches any of the above requirements. User agrees to promptly comply with any notice from SC to remove, modify or disable Content or a Non-SC Application to avoid violating applicable law, third-party rights, or the Acceptable Use Policy. User shall confirm such deletion and discontinuance of use in writing, if requested by SC, and SC may provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if SC is required by any third-party rights holder to remove Content or receives information that Content provided to User may violate applicable law or third-party rights, SC may discontinue User’s access to Content through the Services.
- 6 Restrictions. User may not personally, or allow a third party to (a) modify, distribute, prepare derivative works of, reverse engineer, or decompile the Services, any object code generated by the Services or any part thereof, or otherwise attempt to discover any source code, or use unauthorized or modified versions of the Services for any purpose; (b) access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; (c) make any Service or Content available to anyone other than User, or use any Service or Content for the benefit of anyone other than User; (d) use a Service or Non-SC Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, or to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of SC intellectual property, (h) resell or distribute the Services, (i) copy Content except as permitted under this Agreement, (j) frame or mirror any part of any Service or Content, other than framing on Subscriber’s own intranets or otherwise for Subscriber’s own internal business purposes or as permitted in the Documentation. User is being granted no rights in the Services except as specifically provided in this Agreement, and any rights not expressly granted in this Agreement are expressly reserved by SC and its licensors. For adherence to security policies, licensed usage and to protect access by unauthorized third parties, SC reserves the right to conduct real-time continuous audits of user activity history logs and use of the Services to determine compliance with this Section and Section 1.5.
- 7 Non-SC Products and Services. SC or third parties may make available third-party products or services, including, for example, Non-SC Applications, Applications for systems integration, and implementation and other consulting services. Such non-SC Products and Services may be made available through the “SureStore” such as an online directory, catalog or marketplace of eClinical applications that interoperate with the Services, including, for example, when available, Google Cloud Marketplace, or other online marketplaces where SC may offer its Services or where other Non-SC Applications may be made available, or in some other manner. Any acquisition by User of such products or services, and any exchange of data between User and any non-SC provider, product or service is solely between User and the applicable non-SC provider. SC does not warrant or support non-SC applications or other non-SC products or services, whether or not they are designated by SC as “certified” or otherwise. SC is not responsible for any disclosure, modification or deletion of User Data resulting from access by such Non-SC Application or its provider.
- 8 New Releases. SC will from time-to-time issue major product releases updating and improving the Services, which User shall be required to utilize upon adoption of such release by Subscriber
- 9 User Training. Per government compliance guidance, all users of the Services should receive product training in systems that have government compliance policies.
- 10 Communications with User. User consents to being contacted by SC with respect to User’s use of the Services, information regarding the Services or SC’s new products and services.
2. TERMS APPLICABLE TO FREE TRIALS AND FREE SERVICES.
- 1 Free Trials.If Subscriber has registered for a free trial, either on SC’s website, or on a Non-SC provider, or on a Partner website such as Google Cloud Platform, Microsoft Azure, or other SC authorized sites, SC will make the applicable Service(s) available to Subscriber and its users on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Subscriber registered, or (b) the start date of any non-free Service subscriptions ordered by Subscriber for such Service(s), or (c) termination by SC in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page and are incorporated herein by reference.
- UNLESS SUBSCRIBER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL OR APPLICABLE UPGRADED SERVICES, ANY DATA ENTERED INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES DURING SUBSCRIBER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS SUBSCRIBER EXPORTS SUCH DATA. USER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL. IF SUBSCRIBER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, SUBSCRIBER MUST EXPORT USER DATA BEFORE THE END OF THE TRIAL PERIOD OR USER DATA WILL BE PERMANENTLY LOST.
- NOTWITHSTANDING THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND INDEMNIFICATION OBLIGATIONS, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND SC SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD. SC AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO USER THAT: (A) USER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET USER’S REQUIREMENTS, (B) USER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. USER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO SC AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF USER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY USER OF THIS AGREEMENT.
- 2 Free Services. SC may from time to time make certain Services available to Subscriber for free (“Free Services”). User’s use of Free Services is subject to the MSA, which will control in the event of a conflict. Free Services are subject to certain limits as described in Subscriber’s Documentation. Usage over these limits requires Subscriber’s purchase of additional resources or services. SC, in its sole discretion and for any or no reason, may terminate Subscriber’s and User’s access to the Free Services in whole or in part. SC may terminate Subscriber’s and User’s access to the Free Services without prior notice, and SC will not be liable to Subscriber, User or any third party for such termination. Subscriber and User are solely responsible for exporting User Data from the Free Services prior to termination of access to the Free Services for any reason, provided that if SC terminates User’s account, except as required by law SC will provide User a reasonable opportunity to retrieve User Data.
- NOTWITHSTANDING THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND INDEMNIFICATION OBLIGATIONS, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND SC SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES. SC AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO USER THAT: (A) USER’S USE OF THE FREE SERVICES WILL MEET YOUR REQUIREMENTS, (B) USER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. USER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO SC AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF USER’S USE OF THE FREE SERVICES, ANY BREACH BY USER OF THIS AGREEMENT.
3. TERM AND TERMINATION.
- 1 Term. This Agreement commences on the date User first accept it and continues until User’s Named User Account has been terminated.
- 3 Termination. SC may terminate this Agreement for any or no reason.
- 4 Effect of Termination. The provisions of the Agreement regarding Effect of Termination, User Data, Warranties and Warranty Disclaimers, Limitation of Liability, Confidential Information and Miscellaneous shall survive any expiration or termination of this Agreement.
4. WARRANTIES AND WARRANTY DISCLAIMERS.
- Warranties of SC. The Services are provided to User “AS-IS” and without warranty under this Agreement.
- User Warranties. User warrants that (i) User’s access to and use of the Services shall comply in all respects with this Agreement, and (ii) User is not a direct competitor of SC; (iii) User is authorized to enter into this Agreement.
- Disclaimers. SC DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
5. IP RIGHTS
- Reservation of Rights. Subject to the limited rights expressly granted hereunder, SC, its affiliates, its licensors and Content providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to User hereunder other than as expressly set forth herein.
- Content. User has the right to access and use applicable Content subject to the terms of applicable Subscriber order forms, the MSA, this Agreement and Documentation.
- Licenses to SC. User hereby grants SC, its affiliates and applicable contractors a worldwide, royalty-free, limited-term license to host, copy, use, transmit, and display any non-SC applications and program code created by or for User using a Service or for use by User with the Services, and User Data, each as appropriate for SC to provide and ensure proper operation of the Services and associated systems in accordance with the MSA and this Agreement. If User chooses to use a non-SC application with a Service, User grants SC permission to allow the non-SC application and its provider to access User Data and information about User’s usage of the non-SC application as appropriate for the interoperation of that non-SC application with the Service. Subject to the limited licenses granted herein, SC acquires no right, title or interest from User under this Agreement in or to any User Data, non-SC Application or such program code. In addition to the above grant, User hereby grants to SC and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its Services any suggestion, enhancement request, recommendation, correction or other feedback provided by User relating to the operation of SC’s or its affiliates’ Services.
6. LIMITATION OF LIABILITY.
6.1 No Indirect Damages. NEITHER SC NOR ITS AFFILIATES SHALL BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY LOST PROFITS OR LOST REVENUE, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SC OR ITS AFFILIATES HAVE BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
6.2 Limitation of Liability. IN NO EVENT WILL SC BE LIABLE FOR DAMAGES OR ALLEGED DAMAGES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY
7. CONFIDENTIAL INFORMATION.
- 1 Confidential Information. “Confidential Information” means and refers to the Services and all other materials or information furnished by SC to User that is expressly identified or marked by SC as “confidential” at the time of delivery or which by its nature is normally and reasonably considered confidential. Information shall not be Confidential Information where it can be established by clear and convincing evidence that: (i) the information is generally publicly available; (ii) through no wrongdoing of User, the information was rightfully in User’s possession prior to this Agreement; (iii) the information was rightfully acquired by User from a third party entitled to disclose the information; (iv) the information was independently developed by User; or (v) SC authorized the disclosure in a signed writing.
- 2 Duty of Care. User will maintain adequate security measures to safeguard SC’s Confidential Information from unauthorized disclosure, access, use and misappropriation, using at least the same degree of care that User exercises to protect its own Confidential Information.
- 3 Legally Required Disclosures. The obligations of confidentiality assumed under this Agreement shall not apply to the extent that User is legally required to disclose SC’s Confidential Information, provided that User: (i) promptly notifies SC of the order to allow SC an opportunity to seek a protective order; (ii) provides SC with reasonable cooperation in its efforts to resist the disclosure, at SC’s expense; and; (iii) disclose only the portion of SC’s Confidential Information that is legally required to be disclosed.
- 1 Independent Contractors. The Parties are independent contractors. Nothing contained in this Agreement will be construed or implied to create an agency, partnership or joint venture between the Parties.
- 2 Governing Law. The laws of the State of Nevada, United States of America shall govern the interpretation and enforcement of this Agreement and any dispute arising out of or related to this Agreement, without giving effect to any conflict of laws principles that may cause the law of any other jurisdiction to apply. The Parties consent to jurisdiction of the state and federal courts in Nevada for any action arising under this Agreement. Venue in any action brought to interpret or enforce this Agreement shall lie in Washoe County, Nevada.
- 3 Attorneys’ Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys, which shall include, without limitation, all fees, costs and expenses of appeals.
- 4 Entire Agreement. This Agreement is the entire agreement between SC and User regarding User’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the MSA; (2) Subscriber’s order form, (3) this Agreement, and (4) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
- 5 Assignment. User may not assign or otherwise transfer this Agreement, and any attempt to assign this Agreement shall be null and void.
- 6 Amendment to the Agreement; Waiver. Except as this Agreement otherwise provides, no amendment to this Agreement shall be binding unless agreed to in a writing executed by SC and User, and no approval, consent, or waiver shall be enforceable unless signed by the granting Party.
- 7 Severability and Reformation. If any provision of this Agreement is held to be invalid or unenforceable by arbitration or a court of competent jurisdiction, then the invalid or unenforceable provision will be severed, and the remaining provisions of this Agreement will be automatically revised to best reflect the Parties’ original intent.
- 8 Contract for Services. The Parties intend this Agreement to be a contract for the provision of the Services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If User is located outside of the territory of the United States, the Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
- 9 Export Control. The Services, Content, other SC technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. SC and User each represents that it is not named on any U.S. government denied-party list. User will not access or use any Service or Content in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation. SC Services are not authorized for subscription by the following countries, groups or individuals: U.S. sanctioned countries as defined by the current State Department list of sanctioned countries; countries identified by the U.S. State Department as State Sponsors of Terrorism, U.S. State Department defined Foreign Terrorist Organizations (FTOs); US Treasury Department OFAC list of blocked individuals, groups, and entities, who are designated as terrorists, narcotics traffickers or who conduct criminal activities. For business reasons, SC Services may not be sold into the following additional countries or organizations: Countries or organizations controlled by the Chinese Communist Party (CCP); India, Libya, Nigeria, Russia or organizations controlled by Russia; Somalia, Qatar, Venezuela, Yemen. In order to enforce US and international export control and blocked country use restrictions, SC collects information on a user’s location, such as IP address. User’s location information is not shared or released to any other entity, unless by court order or by demand from a government agency in connection with illegal, illicit or suspected terrorist activities. User’s use of the Service conveys User’s acceptance of SC’s use of limited location and IP address monitoring as defined above.
- 10. Compliance with Laws. User is responsible for all activity occurring under User’s Named Account, and User will abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with User’s use of the Services. This Agreement and User’s right to use the Services are specifically made subject to all laws, regulations, orders or other restrictions on the export from the United States of America of computer software and related technology and know-how that may be imposed from time to time by the federal government of the United States of America.
- 11. Marketing and Promotional Activities. To the extent indicated in the SC joint marketing agreement ( https://sureclinical.org/jma/), User grants SC the right to add User’s Business or Organization name and logo to SC’s list of customers and on SC’s website during the term of this Agreement. SC’s use of User’s Business or Organization name and logo will be in accordance with the SC joint marketing agreement, at https://sureclinical.org/jma/. Upon User’s written request, SC will promptly remove User’s Business or Organization name or User’s Business or Organization marks from SC’s website, and to the extent feasible, SC’s marketing materials.
9. SureNetwork and SureEsign
- 1 SureNetwork. In connection with the Services, SC 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.
- 2 Private network. 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, 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. SC 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 SC. 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 SC 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, SC 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. SC shall not be liable for any damages or claims resulting from a user’s use of the SureNetwork.
- 3 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.
- 4 Searchable Non-Public Data. In certain cases, Users of the SureClinical Service may request that additional data be tracked for other Users. For example, with respect to a Users’ clinical studies, study performance metrics, sponsor name, and study detail for non-published studies; a User’s education, training, experience; or other custom data attributes defined by Users. Such data will be non-personally identifying, unless agreed to by a user, but will be searchable by Users. Only registered users of SureNetwork will be able to search for and view non-public, non-personally identifying data for a person or organization.
- 5 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.
- 6 Prohibited Uses. Except as otherwise specifically permitted in this Agreement, User may not: (a) Enter false information into User’s profile, private or public network; (b) violate the intellectual property rights of others in using the Services; (c) violate the privacy rights of others; (d) Disclose confidential information; or (e) Permit simultaneous use of the Services by more than one user.
- 7 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.
- 8 SureEsign. SureEsign is a digital signing service that utilizes Adobe Digital Certificate trusted signing 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., and SureClinical’s patents and copyrights shall apply to all use. 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.
Updated date: 11 Aug 2022