You have been granted access to Greenphire’s Platform (the “Platform”) either by your participation in a clinical trial, or through authorized access granted to you by a client or customer of Greenphire (a “Customer”) in order to perform certain services on a Customer’s behalf, or to provide online access to information about Greenphire’s products and services. The Platform consists of the websites of Greenphire, LLC and its affiliates, including www.greenphire.com, as well as the underlying services including but not limited to ClinCard, ConneX, eClinicalGPS, EnvisiX and GreenSpace.
- Access to the Platform. Greenphire grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use and access the Platform, and, to the extent applicable, to perform the Services on the Customer’s behalf. You acknowledge that the Platform 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. A representative, but non-exhaustive list of what the Platform may be used for includes: (a) allowing you to submit receipts for reimbursement; (b) viewing debit card balances and historical transactions; (c) transferring funds to your bank account; (d) reporting a lost or stolen debit card; (e) reviewing account statements; (f) providing alerts; (g) providing travel management services; (h) providing outreach, support and educational services; (i) granting consents; (j) participating in surveys; and (k) allowing for automated trial matching services (collectively, the “Services”).
- Changes to the Platform. We reserve the right to improve, enhance, modify, or discontinue features or functionality of the Platform 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 Platform if the Modifications will materially affect the manner in which you use the Platform or the manner in which the Platform operates or performs.
- Security. We will maintain commercially reasonable security measures in providing the Platform to you. We reserve the right to suspend access to the Platform 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 or any third-party.
- Third Party Resources. The Platform 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 Platform 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 Platform. Greenphire shall have the right to register patents, trademarks and copyrights related to the Platform 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 Platform (“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 Platform. You may use the Platform in connection with the Services only, and all uses shall be in accordance with these Terms and applicable law. All funds issued to clinical trial 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 Platform 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 Platform, 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 Platform complies with these Terms and to terminate any unauthorized use of the Platform.
- Authorization to Bind Employer. If you are using the Platform 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 Platform 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 Platform.
- Health and Medical Information. Personal Data may also include certain protected health information (“PHI”). PHI may be used by us for purposes, including, without limitation, the following: (a) to operate the Platform; (b) to provide relevant information to the operators or administrators of your clinical trial; (c) to process payments owed to you; or (d) as permitted by applicable law. You will not send any information or Participant Data (as defined below) through the Platform that requires immediate or urgent medical attention. You will call 9-1-1 or your health care provider in such situations. Nothing in the Platform is intended as a substitute for appropriate and timely contact with a health care provider.
- Contacting You. By using the Platform, you authorize us and our parents, subsidiaries, affiliates, agents, assigns and service providers (collectively, the “Messaging Parties”) to contact you and/or Recipients using automatic telephone dialing Platforms, artificial or prerecorded voice message systems, text messaging systems and automated email systems, in addition to contacting you through the Platform itself, 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.By using the Platform, you expressly agree to let us contact you for the following purposes:
- To request your participation in surveys (each a “Survey”). In order for you to use and access the Platform, there is no requirement that you participate in such Surveys.
- To provide you with various reminders, including ones reminding you: (i) about upcoming appointments; (ii) about relevant dates and activities related to your participation in the clinical trial; and (c) to take applicable medications.
- To request your participation in other clinical trials (each an “Other Trial”). In order for you to use and access the Platform, you have no obligation to participate in any Other Trial.
- Obtain relevant consents.
- 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 Platform, including any data which you provide to us or input into the Platform (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.
- Participant Data. The Platform allows you to input information and data about your participation in a clinical trial (collectively, “Participant Data”). You are solely responsible for all Participant Data that has been integrated into or uploaded by you to the Platform, or collected or processed by you as part of your use of the Platform. 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 Participant Data, and that, to your knowledge, the Participant Data does not infringe or violate any third-party’s Intellectual Property rights. Greenphire may remove any Participant 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 Participant Data solely in connection with Greenphire’s provision of the Platform and any support provided. In addition, you grant Greenphire the right to use anonymized, aggregate Participant 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 Platform; (b) sell, license, distribute, assign, lease, rent, loan, or otherwise transfer the Platform, or make the Platform available to, or use the Platform on behalf of, any third party; (c) use any analytics, data, content, or other output created by or from the Platform 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 Platform, including without limitation, any such mechanism used to restrict or control the functionality of the Platform or its authorized users or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the Platform; (e) remove, modify or obscure any proprietary notices within the Platform; (f) allow access to the Platform 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 Platform, post any data or content to the Platform which could give rise to civil or criminal liability, or post or input any data to the Platform 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 Platform; or (i) provide access to the Platform 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 Platform and/or investigate any allegation that any activity occurring through or involving the Platform 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 Platform usage as is reasonably requested by Greenphire and necessary to confirm conformance to these Terms.
- Data Location. You acknowledge that information will be stored in geographically diverse back-up locations. Greenphire shall store the information in accordance with all applicable laws, rules and regulations, including applicable data protection laws.
- Disclaimer Of Warranties. The Platform 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 Platform will be uninterrupted, timely, secure or error-free. You expressly agree that your use of, or inability to use, the Platform is at your sole risk. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE 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 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 PLATFORM, EVEN IF WE HAVE BEEN ADVISED AS TO THE FORESEEABILITY OF THE SAME. OUR MAXIMUM LIABILITY RELATED TO YOUR USE OF THE PLATFORM, OUR BREACH OF THESE TERMS OR ANY OTHER MATTER ARISING HEREUNDER IS ONE THOUSAND DOLLARS ($1,000).
- Release and Covenant Not To Sue. YOU FULLY AND FOREVER RELEASE AND DISCHARGE GREENPHIRE, OUR PARENTS, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, AND EACH OF OURS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS AND OPERATORS (EACH, A “RELEASED PARTY”, AND COLLECTIVELY, “RELEASED PARTIES”) FROM ANY AND ALL LOSSES, DAMAGES, CLAIMS (INCLUDING BUT NOT LIMITED TO NEGLIGENCE CLAIMS), DEMANDS, LAWSUITS, EXPENSES, AND ANY OTHER LIABILITY OF ANY KIND, OF OR TO YOU OR ANY OTHER PERSON, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, EVEN IF IT IS DUE TO THE NEGLIGENCE, INJUDICIOUS ACT, OMISSION, OR OTHER FAULT OF A RELEASED PARTY. YOU COVENANT NOT TO MAKE OR BRING ANY SUCH CLAIM AGAINST ANY RELEASED PARTY, AND FOREVER RELEASE AND DISCHARGE THE COMPANY AND ALL OTHER RELEASED PARTIES FROM LIABILITY UNDER SUCH CLAIMS.
- Choice of Law. These Terms and your use of the Platform shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (USA), without reference to otherwise applicable principles of conflicts of law.
- Agreement to Arbitrate Disputes.
a. You and us expressly agree that any dispute related to these Terms or your use of the Platform shall be submitted solely to arbitration under the auspices of JAMS, using JAMS’ streamlined arbitration rules, https://www.jamsadr.com/rules-streamlined-arbitration (the “Arbitration”). The Arbitration shall be held at the JAMS office in Philadelphia, Pennsylvania (USA). Judgments may be enforced in any court in the world having jurisdiction over such matters. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) YOU AND US WAIVE ANY RIGHT TO A TRIAL BY JURY FOR A DISPUTE RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM; AND (ii) YOU AND US AGREE THAT NEITHER PARTY SHALL BRING ANY LAWSUIT, ACTION, PROCEEDING OR CLAIM OF ANY NATURE PERTAINING TO THESE TERMS OR YOUR USE OF THE PLATFORM AGAINST THE OTHER PARTY AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
b. Only if User is a “consumer” (as defined below), then the following terms shall also apply to the Arbitration: (i) any claim that falls within the scope of jurisdiction of a small claims court may be brought in such small claims court. For the avoidance of doubt, all other claims shall be submitted to Arbitration; (ii) all remedies available under applicable federal, state or local laws shall be available in the Arbitration; (iii) the arbitrator shall be a neutral party and the consumer may participate in the process of selecting an arbitrator; (iv) the Arbitration may be held via video or at a location near the consumer’s residence; (v) with respect to the cost of the Arbitration, when a consumer initiates the Arbitration, the only fee required to be paid by the consumer is $250. All other Arbitration costs must be borne by us, including any remaining JAMS Case Management Fee and all professional fees for the arbitrator’s services; (although each party will bear their own respective legal fees). When we initiate an Arbitration, we will pay all costs associated with the Arbitration; and (vi) discovery of non-privileged information relevant to the dispute shall be permitted. For purposes of these Terms, “consumer” shall mean an individual who seeks or acquires any goods or services, primarily for personal family or household purposes, including the credit transactions associated with such purchases, or personal banking transactions.
- 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 Platform will be terminated upon the expiration or termination of the Customer’s subscription to the Platform. In addition, your access to the Platform 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 Platform 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 Platform.
- 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: July 17, 2023.