Terms

The use of Advarra, Inc. and its affiliates’ (collectively “Advarra”) products and services (collectively, “Advarra Products”) is conditioned upon your acceptance of these Terms and Conditions (these “Terms”). Advarra Products include, but are not limited to, single sign-on (SSO) functionality, review services, consulting, technology, professional services and site enablement services.

BY INSTALLING OR USING THE ADVARRA PRODUCTS OR BY CLICKING “I AGREE”, YOU HEREBY CONFIRM YOU HAVE FULLY READ AND UNDERSTOOD THESE TERMS AND AGREE TO BE BOUND BY THESE TERMS.

Data Use

Advarra processes Personal Information about you that you may make available to Advarra as part of your use of Advarra Products. Such processing is governed by Advarra’s Privacy Policy. By using the Advarra Products and clicking, “I AGREE,” you hereby agree to Advarra’s Privacy Policy and the uses of data described therein. You understand that this information may be shared across Advarra Products and with Advarra’s partners.

As used herein, “Personal Information” means information that is linked or linkable to you as an identifiable person.

You agree that Advarra may process your Personal Information in the following manner:

Process your Personal Information for its business purposes, including but not limited to:

• Populate your information across Advarra applications;
• Improve and maintain Advarra products and services;
• Provide new products and services;
• Create analytics and insights from use of Advarra Products;
• To deliver Advarra Products requested by you.

Sharing your Personal Information with Advarra’s partners and vendors, including but not limited to, Advarra’s customers, vendors, service providers and technology partners for the purposes described herein. At this time, you are required to provide this Personal Information:

• Name
• Email address
• User Account and Login Information

Additional Personal Information processed may include, but is not limited to, the following information:

• Contact information
• Profile information you provide such as education, professional experience and publications
• Operational and usage information about you contained within the Advarra Products

You understand that your Personal Information may be processed in countries other than your country of residence, including the United States, which may have data protection requirements that are different from the country in which you live. Where required by law, Advarra will enter into appropriate data transfer mechanisms, including but not limited to European Commission approved Standard Contractual Clauses.

You acknowledge and agree that Advarra may gather and use operational data and related information, including but not limited to technical information about your device, system, application software, and peripherals, to assist in the provision of product support, software updates, and other services related to the Advarra Products, and that Advarra may use this information to improve its products or to provide services or to ensure compliance with Advarra’s information security standards.

Acceptable Use

You may use Advarra Products only for your internal business purposes and in compliance with the applicable Advarra Product documentation and laws;

You verify you are at least 18 years old and that you will not permit access or use of Advarra Products to any other person, and in particular shall not permit access to the Advarra Products by, including, but not limited to, competitor(s) of Advarra, any other vendors, and/or any contract research organization partners;

You will secure any password or access credentials used in connection with the Advarra Products, and shall ensure that such password or access credentials shall be changed when requested by Advarra; and you shall keep such password or access credentials confidential and not share them with any other persons;

You will not access, store, distribute or transmit any viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware, or any material during the course of your use of the Advarra Products that; (i) is unauthorized, unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, and/or (ii) causes damage or injury to any person or property;

You will not: (i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Advarra Products in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Advarra Products; (iii) interfere with or disrupt the hosting of the Advarra Products, such as by sending excessive requests to or otherwise overloading the servers hosting the Advarra Products; (iv) scrape, crawl or otherwise extract (via automated, manual or other means) the content available from any of the Advarra Products; (v) access any portions of the Advarra Products that require user credentials or other authorized access without express permission from to do; or (vi) conduct probes, scans, vulnerability, penetration or other security testing of the Advarra Products;

You will not access or use all or any part of the Advarra Products to build a product or service that functionally replicates the Advarra Products;

You will not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Advarra Technology available to any third party; and

You will use best efforts to prevent any unauthorized access to, or use of, Advarra Products, and in the event of any such unauthorized access or use, you must immediately notify Advarra via email to securitycentral@advarra.com or the entity that has procured the Advarra Products for your use  after you become aware of such unauthorized access.

Confidentiality

You acknowledge and agree that all information displayed on, or made available through, the Advarra Products, including without limitation any third-party materials, is proprietary, confidential, and commercially sensitive in nature (“Confidential Information”) and that the Confidential Information will remain the sole and exclusive property of Advarra or its licensors. By using the Advarra Products you acknowledge and agree to hold in strict confidence the Confidential Information and not disclose or otherwise make available such Confidential Information to any third parties. Confidential Information shall not include any information displayed on or made available through the Advarra Products that is: publicly available, other than as a result of your breach of your confidentiality obligations; known to you prior to receipt of such Confidential Information as can be evidenced by you by written records; and/or required to be disclosed by you by law, statutory, regulatory, or similar legislative requirements, court orders, or similar legal instruments; provided you first notify Advarra of such requirement (to the extent legally permitted).

These Confidentiality provisions will remain in full force and effect during your access to Advarra Products and for a period of fifteen (15) years after your last login to or use of any Advarra Products.

Suspension and Termination

In the event you violate these Terms, as may be determined by Advarra in its sole discretion, actions Advarra may take include the following:

• Immediate, temporary or permanent withdrawal of your right to use Advarra Products.
• Immediate, temporary or permanent removal of any posting or material uploaded by you to Advarra Products.

Intellectual Property

The Advarra Products are protected by intellectual property rights held by Advarra or its licensors. All intellectual property rights are reserved unless granted in an express written license. ADVARRA, and all related names, brands, logos and other marks used in the Advarra Products (collectively, “Marks”) are trademarks or registered trademarks of Advarra or its licensors. No right, title, license, or interest to any Marks is granted under these Terms, and you agree that no such right, title, license, or interest will be asserted by you with respect to any Marks. You will not use the Marks, or any adaptations, derivatives or variants thereof, in any advertising, promotional or sales literature without Advarra’s express prior written consent.

Feedback

All suggestions, recommendations, ideas, or other feedback you may provide to Advarra related to the Advarra Products (“Feedback”) are the exclusive property of Advarra and you hereby assign all rights, title and interests in and to any such Feedback to Advarra, without any right to compensation or attribution.

Indemnification

You agree to indemnify and hold harmless Advarra and its suppliers and licensors, and its and their respective directors, officers, owners, employees, contractors and agents, from and against any third party claims and resulting liabilities, damages, losses and expenses, including reasonable attorneys’ fees, arising from or relating to your breach of these Terms or your unauthorized use of, or misuse of, the Advarra Products. Advarra will have the exclusive right to defend, at your expense, any claim for which you are obligated to indemnify Advarra.

Disclaimer of Warranties

ADVARRA MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE ADVARRA PRODUCTS. ADVARRA EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND ENDORSEMENTS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OR WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE, WITH REGARD TO ADVARRA PRODUCTS. ADVARRA DOES NOT GUARANTEE THE FUNCTIONS PERFORMED BY ADVARRA PRODUCTS WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR THAT DEFECTS IN THE ADVARRA PRODUCTS WILL BE CORRECTED. ADVARRA DOES NOT WARRANT COMPLETENESS OF THE CONTENT MADE AVAILABLE FROM THE ADVARRA PRODUCTS, OR THAT ANY ERRORS IN SUCH CONTENT WILL BE CORRECTED. THE ADVARRA PRODUCTS AND SUCH CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

Limitation of Liability

IN NO EVENT WILL ADVARRA BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS OF DATA) ARISING OUT OF (I) THE USE OF OR INABILITY TO USE ADVARRA PRODUCTS, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY ADVARRA PRODUCTS ; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN ADVARRA PRODUCTS, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA CONDUCTED OR AVAILABLE IN THE ADVARRA PRODUCTS, OR (V) ANY OTHER MATTER RELATING TO ADVARRA PRODUCTS, EVEN IF ADVARRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED THE ADVARRA PRODUCTS OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING ADVARRA PRODUCTS.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF CERTAIN DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS WHERE THE ABOVE LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE AS STATED, ADVARRA’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.00.

Amendments

You agree that these Terms may be amended from time to time by Advarra by posting a revised version of these Terms to the portals used to access the Advarra Products, in the Advarra Products themselves, or otherwise by providing notice to you. You agree that your continued use of the Advarra Products constitutes your agreement to any such amended version of these Terms.

Electronic Signatures

Advarra Products may use electronic signatures to record an action taken by you (for example acknowledging that you have read and understood an alert or document). Where an electronic signature is required, you will be presented with an onscreen term “electronic signature” and will be asked to re-enter your username/password combination to verify your identity. By agreeing to these Terms, you acknowledge that your electronic signature is equivalent to your wet ink signature in order to verify that it was indeed you who carried out the electronic signature and associated action.

GENERAL TERMS

All uses herein of “including” and similar terms will be interpreted to mean “including without limitation.” The term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”. The invalidity, illegality, or unenforceability of any term or provision of these Terms will in no way affect the validity, legality, or enforceability of any other term or provision of these Terms. In the event a term or provision of these Terms is determined to be invalid or unenforceable, such term or provision will be deemed replaced with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms will be enforceable as so modified. The failure to require performance of any provision of these Terms will not affect Advarra’s right to require performance at any other time after that. Any waiver of any of the provisions of these Terms or of Advarra’s rights or remedies under these Terms must be in a signed writing to be effective. Advarra may assign Advarra’s rights and duties under these Terms to any party, or Advarra may replace the contractually bound entity by way of novation by posting on the Advarra Products or updating these Terms with the name of another entity, at any time without prior notice to you.