You have been granted access to Greenphire’s ClinCard System (the “System”) either by direct contract with Greenphire, or through authorized access granted to you by a customer of Greenphire (a “Customer”) to perform certain services (the “Services”) on the Customer’s behalf.
- Access to the System. Greenphire grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use and access the System to perform the Services on the Customer’s behalf. You acknowledge that the System is hosted by a third-party cloud hosting service provider (the “Hosting Provider”). Greenphire is not responsible for the acts or omissions of the Hosting Provider.
- Changes to the System. We reserve the right to improve, enhance, modify, or discontinue features or functionality of the System on a periodic basis (collectively, “Modifications”). We will endeavor to minimize the impact of any Modifications on you, and will provide notice to you through the System if the Modifications will materially affect the manner in which you use the System or the manner in which the System operates or performs.
- Security. We will maintain commercially reasonable security measures in providing the System to you. We reserve the right to suspend access to the System in the event of a suspected or actual security breach. However, no security system is foolproof. We are not liable for any damages incurred in connection with any unauthorized access resulting from the actions or omissions of you, any Recipient, or any third-party.
- Third Party Resources. The System may permit you to link to third-party software, third-party technology and/or provide links to third party websites, content, or resources (collectively, “Third Party Resources”). We are not responsible for the contents of any Third Party Resources, or any changes or updates to such Third Party Resources. Greenphire shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services available on or through any Third Party Resources.
- Intellectual Property. The System and all of its enhancements, upgrades, modifications, customizations, derivative works, algorithms, compilations, aggregations, source code and/or object code, and copies thereof, and all information, methods, processes and all intellectual property contained therein (collectively, the “Intellectual Property”) are and will remain the property of Greenphire. Greenphire has and will retain exclusive right and title to, and has all patent, copyright, trademark, trade secret and all other intellectual property rights in and to the Intellectual Property. Nothing in these Terms will be construed as transferring any aspects of such rights to you with the exception of your limited right to use and access the System. Greenphire shall have the right to register patents, trademarks and copyrights related to the System with any governmental authority anywhere in the world.
- Confidentiality. Greenphire’s Intellectual Property as well as any other confidential or proprietary information related to Greenphire and/or the Program (“Confidential Information”) is confidential and my not be disclosed to any third parties without the express written consent of Greenphire. You will protect the confidentiality of Confidential Information in the same manner that you protect the confidentiality of your own proprietary and confidential information of like kind, but in no event less than a reasonable degree of care in protecting the Confidential Information. If you are compelled by law to disclose the Confidential Information, you will provide Greenphire with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at no cost to Greenphire, if we wish to contest the disclosure. You will return or destroy all of the Confidential Information when it is no longer needed or at the termination of these Terms, whichever comes first. Your obligations under this Section 6 will survive the termination of these Terms.
- Use of the System. You may use the System to perform the Services only, and all uses shall be in accordance with these Terms and applicable law. All funds issued to participants must be in accordance with the applicable clinical trial agreement for legitimate clinical trial-related purposes or contractually approved services for which reimbursement to recipients is lawful and appropriate, and in accordance with the Program rules (for purposes of these Terms, both participants and recipients shall be referred to herein as “Recipients”) . Usernames and passwords may not be transferred or shared by more than one individual. You shall use commercially reasonable efforts to maintain internet, hardware, software, and related systems at or above the industry standard requirements. You will promptly notify Greenphire immediately of: (i) any unauthorized access or use; (ii) if any Recipient account information is lost or stolen; or (iii) if you become aware of any violation of these Terms by anyone including other Users or Recipients. By using the System, each User represents that he or she is over 18 years of age. Greenphire reserves the right to use any technical means necessary to verify that use of the System complies with these Terms and to terminate any unauthorized use of the System.
- Authorization to Bind Employer. If you are using the System in your capacity as an employee or agent of a company or any other legal entity, you warrant that you are authorized to legally bind such company, entity and any applicable affiliates. If you do not have this authority, you must not accept these Terms and may not use this System in any manner whatsoever. If you are authorized to legally bind such company or entity, you must observe the obligations which the company or other entity must observe under these Terms when you are using the System.
- Use of Personal Data. Personal Data (as defined below) may be requested from you and/or Recipients as part of the System registration process. Typically this Personal Data is limited to a name, email address, mailing address, phone number, date of birth, and company affiliation (if applicable) but may include other information as well. We may collect and process Personal Data in order to provide the bank, and/or Greenphire’s customers and clients with requested information in order to provide the Services, provide products or services to you (including the System) and/or because we are legally required to do so. We may also use this Personal Data in any manner permitted by law. Each User expressly grants us permission to use the Personal Data to contact them with respect to System-related inquiries, surveys, customer care, and technical support related to the Services. “Personal Data” is information that identifies an individual or can be used to identify or contact an individual, e.g., name, email address, mailing address, phone number or Internet Protocol (“IP”) address.By using the System, you authorize us and our parents, subsidiaries, affiliates, agents, assigns and service Users (collectively, the “Messaging Parties”) to contact you and/or Recipients using automatic telephone dialing systems, artificial or prerecorded voice message systems, text messaging systems and automated email systems in order to provide any and all relevant information. The Messaging Parties are authorized to make such contacts using any telephone numbers (including wireless, landline, VOIP numbers and hereinafter developed technology) or email addresses supplied to us.
- Data Analysis. You authorize us and our parents, subsidiaries, affiliates, agents, contractors, successors and assigns to collect, de-identify, aggregate, compile, analyze and/or use benchmarking, transaction or performance information or any other data collected or generated by the System, including any data which you provide to us or input into the System (collectively, “Analytic Data”). We may use or disclose Analytic Data in our discretion; provided that such Analytic Data shall be anonymous as to you, the Customer, an investigator, investigational site, or clinical research subject, and will not contain personally identifiable information.
- Recipient Data. The System allows you to input information and data about Recipients and about Recipient’s use of the Program (collectively, “Recipient Data”). You are solely responsible for all Recipient Data that has been integrated into or uploaded by you to the System, or collected or processed by you as part of your use of the System. You represent and warrant that, to your knowledge, you own or have the necessary rights, licenses, consents and permissions to create, upload, transfer or otherwise use all Recipient Data, and that, to your knowledge, the Recipient Data does not infringe or violate any third-party’s Intellectual Property Rights. Greenphire may remove any Recipient Data that violates these Terms or applicable laws. You grant Greenphire the limited right to collect, use, reproduce, distribute, transmit and make derivatives of the Recipient Data solely in connection with Greenphire’s provision of the System and any support provided. In addition, you grant Greenphire the right to use anonymized, aggregate Recipient Data for internal analytic, statistical, security, quality control and product development purposes and/or for compliance with law.
- Restrictions. Except as expressly permitted by these Terms, you shall not, and you agree not to authorize, encourage, or permit any third party to: (a) modify, adapt, alter, translate, or create derivative works from the System; (b) sell, license, distribute, assign, lease, rent, loan, or otherwise transfer the System, or make the System available to, or use the System on behalf of, any third party; (c) use any analytics, data, content, or other output created by or from the System on behalf of, or to perform any services for, any third party) or include such analytics, data, content or other output in any services or products provided by you to any third party; (d) reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms in the System, including without limitation, any such mechanism used to restrict or control the functionality of the System or its authorized users or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the System; (e) remove, modify or obscure any proprietary notices within the System; (f) allow access to the System by anyone who is not expressly authorized by these Terms; (g) post or input any offensive, illegal or other inappropriate data or content to the System, post any data or content to the System which could give rise to civil or criminal liability, or post or input any data to the System which you do not have sufficient rights to input; (h) take any action which poses a security, operational or other threat to the proper functioning of the System; or (i) provide access to the System to any person or entity that engages in illegal or deceptive trade practices or any other practices proscribed under applicable law.
- Monitoring. Greenphire reserves the right to record, monitor or audit activities occurring through or involving the System and/or investigate any allegation that any activity occurring through or involving the System does not conform to these Terms and applicable laws. You shall not unreasonably hinder such monitoring or audit, and shall provide such information related to the System usage as is reasonably requested by Greenphire and necessary to confirm conformance to these Terms.
- Disclaimer Of Warranties. The System is made available to you “as is” and “as available”, without any representations or warranties, either express or implied. By way of example, we do not guarantee, represent or warrant that your use of the System will be uninterrupted, timely, secure or error-free. You expressly agree that your use of, or inability to use, the System is at your sole risk.. WE DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.
- Indemnification. You will defend, indemnify, and hold Greenphire and our officers, directors, employees, successors and assigns harmless from and against any losses, costs, damages, liabilities, and expenses (including attorney fees and court costs) relating to (i) any claims, suits or proceedings arising out of or in connection with our use of the data in accordance with these Terms; and (ii) any third party subpoena or compulsory legal order or process that seeks the data.
- Limitation of Liability. To the extent permitted by law, in no event shall Greenphire, our parents, subsidiaries, successors and assigns, and each of ours and their respective directors, officers, employees, agents, contractors, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of the System. Our maximum liability related to your use of the System, our breach of these Terms or any other matter arising hereunder is One Thousand Dollars ($1,000).
- Arbitration. These Terms and your use of the System shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to otherwise applicable principles of conflicts of law. Any dispute related to these Terms or your use of the System shall be submitted solely to arbitration before JAMS in its Philadelphia, Pennsylvania office. You and us submit exclusively to such jurisdiction and venue. Judgments may be enforced in any court in the world having jurisdiction over such matters.
- Assignment. These Terms will inure to the benefit of and be binding upon the parties hereto, their successors and permitted assigns. You may not assign this Agreement without Greenphire’s written consent. We may assign any of our rights or delegate any of our duties under these Terms to any person or entity.
- Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
- Termination. Your access to the System will be terminated upon the expiration or termination of the Customer’s subscription to the System. In addition, your access to the System may be terminated earlier by the Customer or us, for any reason or no reason at all. That being said, typical reasons that we might terminate or suspend your access to the System include, without limitation, your breach of these Terms, you misconduct or use of the Service, or due to a security, operational, liability or other threat related to the operation of the System.
- Entire Agreement. These Terms are complete and reflect the entire agreement between us and you with respect to its subject matter, and supersedes all previous written or oral negotiations, commitments and writings. No promises, representations, understandings, warranties and agreements have been made by any of the parties except as expressly referred to herein. No modification or amendment of this Terms shall be valid unless in writing signed by an authorized representative of each of us and you.
Last updated – January 21, 2021